10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 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 Number)
Five Giralda Farms, Madison, NJ	07940-0874
(Address of principal executive offices)	(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
$2 Convertible Preferred Stock, $2.50 par value	New York Stock Exchange
Common Stock, $0.33 1/3 par value	New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

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 Act).    Yes  ¨    No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Aggregate market value at June 30, 2006 $59,276,381,529

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

	Outstanding at January 31, 2007
Common Stock, $0.33 1/3 par value	1,346,170,001

Documents incorporated by reference: List hereunder the following documents if incorporated by reference and the Part of the Form 10-K into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes.

(1) 2006 Financial Report - In Parts I and II

(2) Definitive Proxy Statement to be filed on or about March 19, 2007 – In Part III

PART I

ITEM 1. BUSINESS

General

Unless stated to the contrary, or unless the context otherwise requires, references to “Wyeth,” “the company,” “our company,” “our,” or “us” in this report include Wyeth and subsidiaries.

Wyeth, a Delaware corporation, organized in 1926, is currently engaged in the discovery, development, manufacture, distribution and sale of a diversified line of products in three primary businesses: Wyeth Pharmaceuticals, which we refer to as Pharmaceuticals, Wyeth Consumer Healthcare, which we refer to as Consumer Healthcare, and Fort Dodge Animal Health, which we refer to as Animal Health. Pharmaceuticals includes branded human ethical pharmaceuticals, biotechnology products, vaccines and nutrition products. Principal Pharmaceuticals products include 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. Consumer Healthcare products include analgesics, cough/cold/allergy remedies, nutritional supplements, and hemorrhoidal, asthma and personal care items sold over-the-counter. Principal Animal Health products include vaccines, pharmaceuticals, parasite control and growth implants.

The following significant transactions are further described in Note 2 to our consolidated financial statements, Significant Transactions, in our 2006 Financial Report, which is incorporated herein by reference:

• The 2005 collaboration agreements entered into with Progenics Pharmaceuticals, Inc. and with Trubion Pharmaceuticals, Inc. and the 2004 co-development and co-commercialization agreement with Solvay Pharmaceuticals;

• The equity purchase agreement with Takeda Pharmaceutical Company, Limited (Takeda), whereby we increased our ownership of an affiliated entity in Japan from 60% to 70% in 2005 and from 70% to 80% in 2006 and will buy out the remaining 20% minority interest presently held by Takeda in 2007; and

• The 2006, 2005 and 2004 net gains on sales and dispositions of assets.

Reportable Segments

Financial information, by reportable segment, for each of the three years ended December 31, 2006 is set forth in Note 15 to our consolidated financial statements, Company Data by Segment, in our 2006 Financial Report and is incorporated herein by reference.

I-1

We have four reportable segments: Pharmaceuticals, Consumer Healthcare, Animal Health and Corporate. Our 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 develop, manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies. We sell our diversified line of products to wholesalers, pharmacies, hospitals, physicians, retailers and other health care institutions located in various markets in more than 145 countries throughout the world. Wholesale distributors and large retail establishments account for a large portion of our net revenue and trade receivables, especially in the United States. Our top three wholesale distributors accounted for 31%, 29% and 25% of our net revenue in 2006, 2005 and 2004, respectively. Our largest wholesale distributor accounted for 14%, 12% and 10% of net revenue in 2006, 2005 and 2004, respectively. We continuously monitor the creditworthiness of our customers. The product designations appearing in differentiated type herein are trademarks.

PHARMACEUTICALS SEGMENT

The Pharmaceuticals segment develops, manufactures, distributes, and sells branded human ethical pharmaceuticals, biotechnology products, vaccines and nutrition products. These products are promoted and sold worldwide primarily to wholesalers, pharmacies, hospitals, physicians, retailers, and other human health care institutions. Some of these sales are made to large buying groups representing certain of these customers. Principal product categories and their respective products are: neuroscience therapies including EFFEXOR and EFFEXOR XR (marketed as EFEXOR and EFEXOR XR internationally); cardiovascular products including INDERAL; nutrition products including 3^RD AGE PROGRESS, S-26 and 2^ND AGE PROMIL (international markets only); gastroenterology drugs including PROTONIX (U.S. market only) and ZOTON (international markets only); anti-infectives including ZOSYN (marketed as TAZOCIN internationally) and TYGACIL; vaccines including PREVNAR (marketed as PREVENAR internationally); oncology therapies; musculoskeletal therapies including ENBREL (co-promoted in the United States and Canada with Amgen, Inc. (Amgen)); hemophilia treatments including BENEFIX Coagulation Factor IX (Recombinant) and REFACTO albumin-free formulated Factor VIII (Recombinant); immunological products including RAPAMUNE; and women’s health care products including PREMARIN, PREMPRO, PREMPHASE, and ALESSE (marketed as LOETTE internationally). We manufacture these products in the United States and Puerto Rico, and in 13 foreign countries.

Sales of EFFEXOR and EFFEXOR XR, were 18%, 18% and 19% of net revenue for 2006, 2005 and 2004, respectively. In addition, sales of ENBREL, including the alliance revenue recognized from a co-promotion agreement with Amgen for the United States and Canada, were 12% of net revenue in 2006. Except as noted above, no other single Pharmaceuticals product accounted for more than 10% of net revenue in 2006, 2005 or 2004.

CONSUMER HEALTHCARE SEGMENT

The Consumer Healthcare segment develops, manufactures, distributes and sells over-the-counter health care products. Principal Consumer Healthcare product categories and their respective products are: analgesics including ADVIL; cough/cold/allergy remedies including ROBITUSSIN, DIMETAPP and ALAVERT; nutritional supplements, including CENTRUM products and CALTRATE; and hemorrhoidal, asthma and personal care items including PREPARATION H and CHAPSTICK. These products are generally sold to wholesalers and retailers and are promoted primarily to consumers worldwide through advertising. These products are manufactured in the United States and Puerto Rico, and in eight foreign countries.

No single Consumer Healthcare product or category of products accounted for more than 10% of net revenue in 2006, 2005 or 2004.

ANIMAL HEALTH SEGMENT

The Animal Health segment develops, manufactures, distributes and sells animal biological and pharmaceutical products. Principal Animal Health product categories include pharmaceuticals, vaccines (including WEST NILE – INNOVATOR), parasite control (including CYDECTIN), and growth implants. These products are sold to wholesalers, veterinarians and other animal health care providers. We manufacture these products in the United States and in seven foreign countries.

No single Animal Health product or category of products accounted for more than 10% of net revenue in 2006, 2005 or 2004.

I-2

CORPORATE SEGMENT

Corporate is primarily responsible for the treasury, tax and legal operations of our businesses and maintains and/or incurs certain assets, liabilities, income, expenses, gains and losses related to the overall management of our Company that are not allocated to the other reportable segments. These items include interest expense and interest income, gains on the sales of investments and other corporate assets, certain litigation provisions, including our diet drug litigation charges, productivity initiatives charges and other miscellaneous items. See Note 15 to our consolidated financial statements, Company Data By Segment, in our 2006 Financial Report for Corporate segment information, as well as additional disclosure relating to certain significant items listed above.

Sources and Availability of Raw Materials

Generally, raw materials and packaging supplies are purchased in the open market from various outside vendors. Materials for certain of our products, including PREVNAR, ENBREL, BENEFIX, RAPAMUNE, ZOSYN, TYGACIL and oral contraceptives, are sourced from sole third-party suppliers. The loss of any sole source of supply could have a material effect on our future results of operations.

Patents and Trademarks

Patent protection is, in the aggregate, considered to be of material importance in our marketing of pharmaceutical products in the United States and in most major international markets. Patents may cover products, formulations, processes for, or intermediates used in the manufacture of products, or the uses of products. We own, have applied for, or are licensed under a large number of patents, both in the United States and other countries. Protection for individual products extends for varying periods in accordance with the date of grant and the legal life of patents in countries in which patents are granted. The protection afforded, which may also vary from country to country, depends upon the type of patent, its scope, and the availability of legal remedies in the applicable country. There is no assurance that the patents we or our licensors are seeking will be granted or that the patents we or our licensors have been granted would be found valid if challenged. Moreover, patents relating to particular products, uses, formulations, or processes may not preclude competitors from employing alternative processes or from marketing alternative products or formulations that might successfully compete with our patented products.

Patent portfolios developed for products introduced by us normally provide market exclusivity in addition to regulatory exclusivity that may be available under applicable pharmaceutical regulatory laws. We consider patent protection for certain products, processes, and uses to be important to our operations. For many of our products, in addition to compound patent protection, we or our licensors hold patents on manufacturing processes, formulations, or uses that may extend exclusivity beyond the expiration of the compound patent.

Our patent portfolio includes U.S. patents covering the following products that expire (together with any applicable patent term restoration and pediatric extension) in the year set forth opposite the product:

Product	Year
BENEFIX	2011
rhBMP-2	2014
EFFEXOR/EFFEXOR XR*	2008
ENBREL	2012
PREMPRO	2015
PREVNAR	2007
PROTONIX**	2010 (if pediatric extension granted, 2011)
RAPAMUNE	2014
REFACTO	2010
TYGACIL	2012 (if extension granted, 2016)
ZOSYN***	2007

* In January 2006, we settled patent litigation with respect to this product and granted certain licenses in connection with the settlement. In addition, certain of the patents covering this product are the subject of pending litigation. See Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report.

I-3

** Certain of the patents covering this product are the subject of pending litigation. See Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report.

*** The compound patent claiming one of the active ingredients of ZOSYN expired in the United States in February 2007. Additional process and manufacturing patents extend beyond that expiration. Our new formulation of ZOSYN was approved by the FDA in 2005 and has additional patent protection extending to 2023. While our best estimate is that generic competition for ZOSYN in the United States will not occur until at least late 2007, it is possible that we will face generic competition as early as the 2007 first quarter, 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 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report, and other factors. The compound patent claiming one of the active ingredients in ZOSYN will expire in most major countries outside the United States in the 2007 third quarter. Thus, we may face generic competition in these countries as early as the 2007 third quarter.

For small molecule products, the date listed above generally is the year of expiration of the composition of matter patents. For RAPAMUNE, the date listed above relates to a method of use patent. For vaccines and biologics products, the patent associated with the date listed above may be a protein, DNA, formulation or component patent.

The list above does not provide a complete description of the patent protection for the products listed above, only our best estimate of the minimum term of U.S. patents covering such products. Multiple patents protect most products, with differing terms and scopes. Later-expiring patents relating to the products listed above can be directed to particular forms or compositions of the product or to methods of manufacturing or using the product in the treatment of diseases or conditions. Certain of the patents covering the products listed above are licensed from third parties, and our rights with respect to those patents are defined by the applicable agreements. The list above does not describe our patent portfolio for these products in countries outside of the United States. There is no guarantee that any particular patent covering our products would not be held invalid, unenforceable, or not infringed by a court upon challenge. We also have patent rights covering products not listed above. Patents on some of our newest products and late-stage product candidates could become significant to our business in the future.

While the expiration of a compound patent may result in a loss of market exclusivity for a small molecule product, commercial benefits may continue to be derived from later-expiring patents on processes and intermediates, patents relating to the use of products, patents relating to novel compositions and formulations; manufacturing trade secrets; trademark use; and marketing exclusivity that may be available under pharmaceutical regulatory laws. The effect of compound patent expiration on our business also depends upon many other factors such as the nature of the market and the position of the product in it, the growth of the market, the complexities and economics of the process for manufacture of the product and the requirements of new drug provisions of the Food, Drug and Cosmetic Act or similar laws and regulations in other countries.

Extensions to market exclusivity are sought in the United States and other countries through all relevant laws, including laws increasing patent life. Some of the benefits of increases in patent life have been partially offset by a general increase in the number of incentives for and use of generic products. In addition, changes in intellectual property laws in the United States and other countries through reform of patent and other relevant laws and implementation of international treaties may be favorable or unfavorable to patent holders. Current legislative initiatives in the United States concerning patent law reform are likely to weaken patent protection in general. The impact of such changes on the pharmaceutical and biotechnology industries, as well as on the research-based universities and institutions with which we collaborate, likely would be negative.

I-4

Outside the United States, the standard of intellectual property protection for pharmaceuticals varies widely. While many countries have reasonably strong patent laws, other countries currently provide little or no effective protection for inventions or other intellectual property rights. Under the Trade-Related Aspects of Intellectual Property Agreement administered by the World Trade Organization, over 140 countries have now agreed to provide non-discriminatory protection for most pharmaceutical inventions and to assure that adequate and effective rights are available to all patent owners. However, in many countries, this agreement will not become fully effective for many years. It is possible that changes to this agreement will be made in the future that will diminish or further delay its implementation in developing countries. It is too soon to assess how much, if at all, we will benefit commercially from these changes.

The Drug Price Competition and Patent Term Restoration Act of 1984, commonly known as “Hatch-Waxman,” made a complex set of changes to both patent and new-drug-approval laws in the United States. Before Hatch-Waxman, no drug could be approved without providing the U.S. Food and Drug Administration (FDA) complete safety and efficacy studies, i.e., a complete New Drug Application (NDA). Hatch-Waxman authorizes the FDA to approve generic versions of innovative medicines without such information by filing an Abbreviated New Drug Application (ANDA). In an ANDA, the generic manufacturer must demonstrate only pharmaceutical equivalence and bioequivalence between the generic version and the NDA-approved drug – not safety and efficacy. Absent a successful patent challenge, the FDA cannot approve an ANDA until after the innovator’s patents expire. However, after the innovator has marketed its product for four years, a generic manufacturer may file an ANDA alleging that one or more of the patents listed in the innovator’s NDA are invalid or not infringed. This allegation is commonly known as a “Paragraph IV certification.” The innovator must then file suit against the generic manufacturer to enforce its patents. If one or more of the NDA-listed patents are successfully challenged, the first filer of a Paragraph IV certification may be entitled to a 180-day period of market exclusivity over all other generic manufacturers. In recent years, generic manufacturers have used Paragraph IV certifications extensively to challenge patents on a wide array of innovative pharmaceuticals, including EFFEXOR XR and PROTONIX, and we expect this trend to continue.

Our biotechnology products, including ENBREL and PREVNAR, may face competition from biosimilars (also referred to as “follow-on biologics” or “generic biologics”). In the United States, there is not currently a legal pathway to approve biosimilars that reference biotechnology products approved under the Public Health Service Act; however, legislation to establish such a pathway has been introduced in the U.S. Congress. Additionally, the FDA recently approved a biosimilar product (recombinant human growth hormone) that referenced a biotechnology product approved under the Food, Drug, and Cosmetic Act. In Europe, the European Commission has recently granted marketing authorizations for two biosimilars (both recombinant human growth hormone) pursuant to a set of general and product class-specific guidelines for biosimilar approvals issued over the past few years. If competitors are able to obtain marketing approval for biosimilars referencing Wyeth’s biotechnology products, our products may become subject to biosimilar competition, with the attendant competitive pressure. Expiration or successful challenge of the applicable patent rights would generally trigger this competition, assuming any relevant data exclusivity period has expired, and we expect that we would face more litigation with respect to the validity and/or scope of patents relating to our successful biotechnology products.

A description of the current pending litigation with respect to certain of our patent rights, including generic challenges pursuant to Hatch-Waxman, is included in Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report.

Sales of our products are supported by our or our licensors’ brand names, logos, designs and other trademarks. In the aggregate, these trademarks and brand names are significant to our business. Trademark protection lasts in some countries for as long as the applicable trademark remains in use. In some countries, trademark protection continues as long as the applicable trademark is registered. Registration is for a fixed term and generally can be renewed indefinitely.

Seasonality

Sales of Consumer Healthcare products are affected by seasonal demand for cough/cold products and, as a result, historically, second quarter results for these products tend to be lower than results in other quarters. However, in 2006, first quarter results were lower than other quarters due to the impact of retailer actions and state legislation related to our pseudoephedrine-containing products, ROBITUSSIN, DIMETAPP and ADVIL COLD & SINUS.

I-5

Competition

PHARMACEUTICALS SEGMENT

We operate in the highly competitive pharmaceutical industry. We have many major multinational competitors and numerous smaller U.S. and international competitors. Based on sales, we believe we rank within the top 10 competitors in the global pharmaceutical industry.

Our competitive position is affected by many factors including prices; costs and resources available to develop, enhance and promote products; customer acceptance; product quality and efficacy; patent protection and other intellectual property; development of alternative therapies by competitors; scientific and technological advances; the availability of generic substitutes; and governmental actions affecting drug importation, pricing and generic substitutes. In the United States, the growth of managed care organizations, such as health maintenance organizations and pharmaceutical benefit management companies, has resulted in increased competitive pressures. Moreover, the continued growth of generic substitutes is further promoted by legislation, regulation and various incentives enacted and promulgated in both the public and private sectors.

CONSUMER HEALTHCARE SEGMENT

Many major pharmaceutical companies compete in the consumer health care industry. Our Consumer Healthcare business has many competitors, including retail stores with their own private label brands. Based on sales, we believe we rank within the top five competitors in the global consumer health care industry. Our competitive position is affected by several factors including resources available to develop, enhance and promote products; customer acceptance; product quality; launch of new products; development of alternative therapies by competitors; growth of lower cost private label brands; regulatory and legislative issues; and scientific and technological advances.

ANIMAL HEALTH SEGMENT

We compete with many major multinational competitors and numerous other producers of animal health products worldwide. Based on sales, we believe we rank within the top five competitors in the worldwide animal health marketplace. Important competitive factors include price and cost effectiveness; development of new products and processes; customer acceptance; quality and efficacy; patent and other intellectual property protection; innovation; scientific and technological advances; and promotion to distributors, veterinary professionals and consumers.

Competitive factors affecting our principal products are discussed in detail in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2006 Financial Report, which is incorporated herein by reference, and the RISK FACTORS under Item 1A.

Research and Development

Worldwide research and development activities are focused on discovering, developing and bringing to market new products to treat and/or prevent some of the most serious health care problems.

During 2006, our Pharmaceuticals business advanced 15 new molecular entities and two new vaccine constructs from discovery into development. In total, over the past six years, 75 potential new drugs were advanced into development.

At December 31, 2006, our significant new pharmaceutical product opportunities included six New Drug Applications filed with the FDA pending review.

Our New Drug Application (NDA) filings with the 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. In October 2006, we filed a dossier in Europe for PRISTIQ for the treatment of vasomotor symptoms.

During the 2006 second quarter, we filed an NDA for VIVIANT (bazedoxifene) for prevention of osteoporosis. In the 2006 third quarter, we filed an NDA for TORISEL for treatment of renal cell carcinoma, which was granted priority review status by the FDA in December 2006. In

I-6

2006, we also submitted regulatory filings in the European Union for TORISEL for treatment of renal cell carcinoma. In the 2006 third quarter, in concert with our partner Solvay Pharmaceuticals, a New Drug Application was filed for bifeprunox for the treatment of schizophrenia.

Our 2005 NDA filing with the FDA and our EU regulatory filing for LYBREL (levonorgestrel/ethinyl estradiol), a new low-dose, non-cyclic continuous combination oral contraceptive, remain under regulatory review.

In April 2006, we received marketing approval in the European Union for TYGACIL, our innovative broad-spectrum I.V. antibiotic for serious, hospital-based infections, which we launched in the United States in July 2005. Regulatory filings are planned in 2007 to expand TYGACIL’s indications to include community-acquired pneumonia and hospital-acquired pneumonia.

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 major depressive disorder. While the FDA did not issue any inspectional observations, the scope of the inspection was limited to manufacturing processes specific to the PRISTIQ major depressive disorder NDA. FDA approval of our pending NDA filings for PRISTIQ for the vasomotor symptoms 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 discussed below, 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.

Research and development expenditures totaled $3,109.1 million in 2006, $2,749.4 million in 2005 and $2,460.6 million in 2004 with approximately 93%, 93% and 94% of these expenditures in the Pharmaceuticals segment in 2006, 2005 and 2004, respectively.

Regulation

Our various health care products and the sale, marketing and manufacturing of these products are subject to regulation by government agencies throughout the world. The primary emphasis of these regulatory requirements is to assure the safety and effectiveness of our products. In the United States, the FDA, under the Federal Food, Drug and Cosmetic Act and the Public Health Service Act, regulates many of our health care products, including human and animal pharmaceuticals, vaccines, and consumer health care products. The Federal Trade Commission (FTC) has the authority to regulate the promotion and advertising of consumer health care products including over-the-counter drugs and dietary supplements. The U.S. Department of Agriculture regulates our domestic animal vaccine products. In addition, many states have similar regulatory requirements. The FDA’s enforcement powers include the imposition of criminal and civil sanctions against individuals and companies, including seizures of regulated products. The FDA’s enforcement powers also include its inspection of the numerous facilities operated by us. To facilitate compliance, we from time to time may institute voluntary compliance actions such as product recalls when we believe it is appropriate to do so. Most of our pharmaceutical products, and an increasing number of our consumer health care products, are regulated under the FDA’s new drug or biologics approval processes, which mandate pre-market approval of all new drugs. Such processes require extensive time, testing and documentation for approval, resulting in significant costs for new product introductions. Our U.S. Pharmaceuticals business is also affected by the Controlled Substances Act, administered by the Drug Enforcement Administration, which regulates strictly all narcotic and habit-forming drug substances. In addition, in the countries where we do business outside the United States, we are subject to regulatory and legislative climates that, in many instances, are similar to the United States. We devote significant resources to dealing with the extensive federal, state and local regulatory requirements applicable to our products in the United States and internationally. In addition, we are subject to other regulations in the United States and internationally, including securities, antitrust, anti-kickback and false claim laws and the Foreign Corrupt Practices Act.

U.S. federal law also requires drug manufacturers to pay rebates to state Medicaid programs in order for their products to be eligible for federal matching funds under the Social Security Act. Additionally, a number of states are, or may be, pursuing similar initiatives for rebates and other strategies to contain the cost of pharmaceutical products. The federal Vaccines for Children entitlement program enables states to purchase vaccines at federal vaccine prices and limits federal vaccine price increases in certain respects. Federal and state rebate programs are expected to continue.

I-7

The FDA Modernization Act, which was passed in 1997, as extended by the Best Pharmaceuticals for Children Act, which was passed in 2002, includes a Pediatric Exclusivity Provision that may provide an additional six months of market exclusivity in the United States for new or currently marketed drugs, if certain pediatric studies requested by the FDA are completed by the applicant. We have obtained these pediatric exclusivity extensions for certain of our products and are considering seeking pediatric exclusivity extensions based on pediatric studies for certain other products. The Pediatric Exclusivity Provision will expire on October 1, 2007 unless re-authorized by Congress prior to that date. Although this provision is likely to be re-authorized, there is no assurance that this will in fact take place or that any re-authorization of the provision will not be accompanied by additional restrictions or modifications that could reduce or remove altogether its value to our company.

Under the Medicare Prescription Drug Improvement and Modernization Act of 2003 (the 2003 Medicare Act), beginning January 1, 2006, Medicare beneficiaries became eligible to obtain subsidized prescription drug coverage from private sector providers. It is difficult to predict the impact the Medicare prescription drug coverage benefit will have on pharmaceutical companies over the long-term. Usage of pharmaceuticals may increase as the result of the expanded access to medicines afforded by the new Medicare prescription drug benefit. However, such potential sales increases may be offset by increased pricing pressures due to the enhanced purchasing power of the private sector providers that will negotiate on behalf of Medicare beneficiaries. In addition, pending legislation in the U.S. Congress to direct the federal government to negotiate prices for drugs covered by the new benefit, if enacted, could lead to price controls and negatively affect our net revenue.

Health care costs will continue to be the subject of attention in both the public and private sectors. Similarly, health care spending, including pharmaceutical pricing, is subject to increasing governmental review and control, including pricing controls and cost containment measures in the United States and international markets. We cannot predict whether future health care initiatives will be adopted or the extent to which our business may be affected by these initiatives or other potential future legislative or regulatory developments.

With respect to EFFEXOR and EFFEXOR XR, in December 2006, the Psychopharmacologic Drugs Advisory Committee (PDAC) met to discuss findings from the FDA’s meta-analysis of clinical trial data from placebo-controlled antidepressant trials submitted by pharmaceutical manufacturers of antidepressants. The purpose of the FDA’s analysis was to examine the occurrence of suicidality in the course of treating adult patients with various antidepressants. In contrast with the FDA’s prior review of pediatric antidepressant studies, the pooled analysis of the overall adult population found no treatment effect on suicidality. The FDA analyzed the pooled data across the 12 antidepressants by age and observed an elevated risk for suicidal behavior (not suicidal ideation) in adults younger than 25 years of age. We anticipate that the FDA will implement labeling changes for all antidepressants during the first half of 2007 and that any impact on EFFEXOR and EFFEXOR XR from these class labeling changes will be modest.

In December 2006, we received a request from the European Medicines Agency (EMEA) to change the currently authorized dosage recommendations for PREVENAR in Europe from a three dose primary series plus one booster dose (3+1) to a two dose primary series plus one booster dose (2+1). The 2+1 dosing schedule already is used in some EU Member States. During meetings in February 2007, we informed the scientific assessors for PREVENAR that we do not believe that the available scientific data provide an adequate basis to support such a change. Some change to the PREVENAR labeling to include an update of the data already included on the 2+1 schedule remains under consideration. We intend to submit a formal, written response to the EMEA request in March. The labeling outcome and its commercial impact, if any, is uncertain.

We are in discussions with the FDA, the EMEA and other boards of health regarding the appropriate regulatory handling of certain minor process modifications introduced by our active ingredient supplier into the manufacturing process for the active ingredient of TYGACIL. These modifications do not affect the safety, efficacy, or quality of the product. At this time, we do not expect this issue to affect product supply, but there is a possibility of temporary supply shortages in some markets in the near term.

We have been in discussions with various regulatory authorities regarding manufacturing process issues at certain of our manufacturing sites outside the United States. We are unable to predict the outcome of these discussions or the impact these issues will have on the supply of our products manufactured at these facilities.

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. Although it remains our goal to resolve the issues raised in the Warning Letter as quickly as possible, we cannot exclude the

I-8

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.

Our Pharmaceuticals division, a related subsidiary, and one of our executive officers are subject to a consent decree entered into with the FDA in October 2000. The consent decree, which has been approved by the United States District Court for the Eastern District of Tennessee, does not represent an admission by us or the executive officer of any violation of the Food, Drug, and Cosmetic Act or its regulations. As provided in the consent decree, an expert consultant has conducted a comprehensive inspection of the Marietta and Pearl River facilities and we have identified various actions to address the consultant’s observations. As of September 1, 2005, we had ceased manufacturing operations at our Marietta facility, decommissioned such facility, and sold such facility to another company. On January 12, 2007, based on our completion of the corrective actions identified by the expert consultant for the Pearl River facility, the expert consultant’s certification of such completion, and the corrective actions completed by us following the FDA’s inspection of the facility in August 2006, the FDA issued a letter pursuant to the consent decree confirming that the facility appears to be operating in conformance with applicable laws and regulations and the relevant portions of the decree. As a result, there will no longer be a requirement for review by the expert consultant of a statistical sample of the manufacturing records for approved biological products prior to distribution of individual lots. The decree now requires the facility to undergo a total of four annual inspections by an expert consultant starting no later than January 12, 2008 to assess our continued compliance with cGMPs and the decree.

In the United States, 42 states have enacted legislation imposing retail sales restrictions on pseudoephedrine (PSE)-containing products in an attempt to limit access to the product and impede illegal processing of this ingredient into methamphetamine. In March 2006, federal legislation was enacted and imposes nationwide restrictions on the retail sales of over-the-counter products containing PSE, which include requiring retailers to place these products behind the retail counter after September 30, 2006. Similar restrictions have been placed on PSE-containing products in other markets such as Mexico, Canada and Australia. We have complied with the legislation.

Environmental

Certain of our operations are affected by a variety of federal, state, local and international environmental protection laws and regulations and, in a number of instances, we have been notified of our potential responsibility relating to the generation, storage, treatment and disposal of hazardous waste. In addition, we have been advised that we may be a responsible party in several sites on the National Priority List created by the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), commonly known as Superfund (See Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report). In connection with the spin-off in 1993 by American Cyanamid Company (Cyanamid), which we acquired in 1994, of Cytec Industries Inc. (Cytec), Cyanamid’s former chemicals business, Cytec assumed the environmental liabilities relating to the chemicals businesses, except for the former chemical business site at Bound Brook, New Jersey, and certain sites for which there is shared responsibility between Cyanamid and Cytec. This assumption is not binding on third parties, and if Cytec were unable to satisfy these liabilities, they would, in the absence of other circumstances, be enforceable against Cyanamid. We have no reason to believe that we have any practical exposure to any of the liabilities against which Cytec has agreed to assume and indemnify Cyanamid.

Additional information on environmental matters is set forth in Note 7 to our consolidated financial statements, Other Noncurrent Liabilities and Note 14, Contingencies and Commitments, in our 2006 Financial Report and is incorporated herein by reference.

Employees

At December 31, 2006, we had 50,060 employees worldwide, with 26,193 employed in the United States including Puerto Rico. Approximately 12% of our worldwide employees are represented by various collective bargaining groups. Relations with most organized labor groups remain relatively stable.

Financial Information About Our U.S. and International Operations

Financial information about U.S. and international operations for each of the three years ended December 31, 2006 is set forth in Note 15 to our consolidated financial statements, Company Data By Segment, in our 2006 Financial Report and is incorporated herein by reference.

Our operations outside the United States are conducted primarily through subsidiaries. International net revenue in 2006 amounted to 46% of our total worldwide net revenue.

Our international businesses are subject to risks of currency fluctuations, governmental actions and other governmental proceedings, which are inherent in conducting business outside of the United States. We do not regard these factors as deterrents to maintaining or expanding our non-U.S. operations. Additional information about international operations is set forth under the caption Quantitative and Qualitative Disclosures about Market Risk in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2006 Financial Report and is incorporated herein by reference.

I-9

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;

• Benefits from our business activities and transactions, productivity initiatives and facilities management, such as enhanced efficiency, reduced expenses, and mitigation of supply constraints;

• Our expectations, beliefs, plans, strategies, anticipated developments and other matters that are not historical facts, including plans to continue our productivity initiatives and expectations regarding growth in our business;

• Future charges related to implementing our productivity initiatives;

• Our expectations regarding the FDA Warning Letter at our Guayama, Puerto Rico manufacturing facility;

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

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

• Sufficiency of facility capacity for growth;

• Changes in our product mix;

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

• Uses of cash and borrowings;

• Timing and results of research and development activities, including those with collaboration partners;

• Anticipated profile of, and prospects for, our product candidates;

• Estimates and assumptions used in our critical accounting policies;

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

• Estimates of our future effective tax rates and the impact of tax planning initiatives, including resolution of audits of prior tax years;

• 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 and hormone therapy litigation), environmental cleanup and other potential future costs;

• Various aspects of the diet drug and hormone therapy 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;

I-10

• Anticipated amounts of future contractual obligations and other commitments;

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

• Plans to vigorously defend various lawsuits;

• Our and our collaboration partners’ ability to protect our intellectual property, including patents;

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

• Impact of our settlement of patent litigation with Teva regarding EFFEXOR XR and the timing and impact of generic competition for EFFEXOR and EFFEXOR XR;

• Timing and impact of generic competition for ZOSYN/TAZOCIN;

• Impact of manufacturing process issues at certain manufacturing sites outside the United States;

• Impact of minor process modifications relating to manufacture of the active ingredient in TYGACIL;

• 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. We refer you to Item 1A. RISK FACTORS of this report for identification of important factors with respect to these risks and uncertainties. The forward-looking statements in this report are qualified by these risk factors.

We caution investors not to place undue 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, including our earnings press releases. You should consider this cautionary statement, including the risk factors identified in Item 1A. RISK FACTORS of this report 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.

Availability of Information

This annual report on Form 10-K and all other Company periodic reports (including quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments thereto) are available promptly after filing with the Securities and Exchange Commission on our Internet website at www.wyeth.com. Copies are also available, without charge, by contacting Wyeth Investor Relations at (877) 552-4744.

I-11

ITEM 1A. RISK FACTORS

Our future operating results may differ materially from the results described or incorporated by reference in this report due to the risks and uncertainties related to our business and our industry, including those discussed below. In addition, these factors represent risks and uncertainties that could cause actual results to differ materially from those implied by forward-looking statements in this report. We refer you to our “Cautionary Note Regarding Forward-Looking Statements,” on pages I-10 and I-11 of this report, which identifies forward-looking statements included or incorporated by reference in this report. The risks described below are not the only risks we face. Additional risk and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks Associated with Product Pricing and Demand

Government restrictions on pricing and reimbursement, including growing cost-containment initiatives, may negatively impact our net revenue.

Sales of our products both inside and outside the United States depend significantly on payments from government healthcare authorities. These government entities increasingly employ cost-containment programs, including price controls and restrictions on reimbursement, to limit the amounts they pay for our products, which constrain our net revenue. The U.S. government, state legislatures, and foreign governments have shown significant interest in pursuing additional price controls and restrictions on access to drugs. Adoption of price controls and cost-containment measures in new jurisdictions, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our net revenue. Our net revenue will continue to be impacted by pricing and reimbursement decisions made by global government entities and there can be no assurance that these entities will not adopt increasingly restrictive policies.

The Medicare Prescription Drug Improvement and Modernization Act of 2003 included a prescription drug benefit for individuals eligible for Medicare. This benefit first went into effect on January 1, 2006. Although the prescription drug benefit had a modest beneficial impact on our results in 2006, it is difficult to predict the impact that this benefit will have on pharmaceutical companies over the long term. While the number of Medicare beneficiaries will grow as the U.S. population ages, we expect the enhanced purchasing power of, and increased shift of insurance risk to, the entities that negotiate on behalf of Medicare beneficiaries will result in further pricing pressure, which could negatively impact our net revenues. Additionally, the cost-sharing structure of the benefit could result in gaps in coverage for some products (the so-called “doughnut-hole”), such as ENBREL, which could negatively impact sales of these products in the United States. In addition, the U.S. Congress is considering legislation that would amend the Medicare law and direct the Secretary of Health and Human Services to negotiate drug prices in the new Medicare prescription drug coverage program. If this proposed legislation is enacted into law, this government-driven approach could lead to price controls and have a negative impact on our net revenue.

Payment for our products by managed care organizations and private insurers is becoming more restrictive, which may constrain our net revenues.

Managed care organizations and other private insurers frequently adopt their own payment or reimbursement reductions, and consolidation among managed care organizations has increased the negotiating power of these entities. Private third party payors, as well as governments, increasingly employ formularies to control costs by negotiating discounted prices in exchange for inclusion in the formulary. In addition, private health insurance companies and employers that self-insure have been raising co-payments required from beneficiaries, particularly for branded pharmaceuticals and biotechnology products, requiring prior authorization to use a branded product if a generic product is available or requiring that patients start with a generic product before switching to a branded product, among other reasons, to encourage beneficiaries to utilize generic products. There can be no assurance that these entities will not adopt increasingly restrictive payment and reimbursement policies, in which case our net revenues could be negatively impacted.

More extensive importation of products from other jurisdictions may negatively impact our net revenue.

In the United States and abroad, our products are subject to competition from products originating from jurisdictions where government price controls or other market dynamics, including production of counterfeit products, result in lower prices. The ability of U.S. consumers to obtain lower priced imports has grown

I-12

significantly in recent years, despite legal restrictions, and may increase in the future. For example, Congress passed legislation that allows U.S. consumers to personally import a 90-day supply of drugs (excluding biologics and controlled substances) from Canada. Any such increase in imports could negatively impact our net revenue. Furthermore, to the extent that legal restrictions on product importation are reduced or eliminated, as is contemplated in various pieces of legislation currently pending in Congress, importation of products would likely increase, further negatively impacting our net revenue.

Data generated or analyzed after a product is approved may result in product withdrawal or decrease demand.

As a condition to granting marketing approval of a product, the FDA may require a company to conduct additional clinical trials. The results generated in these Phase IV trials could result in loss of marketing approval, changes in product labeling or new or increased concerns about side-effects or efficacy of a product. Post-marketing studies, whether conducted by us or by others, that are not mandated by regulatory agencies, and other emerging data about marketed products such as adverse event reports, may have the same impact. Accordingly, new data about our products, or products similar to our products, could negatively impact both demand for our products and our net revenue due to real or perceived side-effects or uncertainty regarding efficacy and, in some cases, could result in product withdrawal. For example, our EFFEXOR family of products and other antidepressants have been subject to regulatory review and labeling changes. We believe that these regulatory actions and related publicity have contributed to a slowdown in overall demand for antidepressants, and this scrutiny and resultant slowdown may continue in the future. Furthermore, new data, including information about product misuse, may lead government agencies, professional societies, practice management groups, or organizations involved in various diseases to publish guidelines or recommendations related to the use of our products, recommended dosages of our products or the use of related therapies or place restrictions on sales. Such guidelines or recommendations may lead to lower sales of our products. For example, our Consumer Healthcare business has been subject to federal and state legislation imposing restrictions on sales of products containing certain ingredients, such as pseudoephedrine. If additional ingredients, such as dextromethorphan, undergo similar scrutiny, this could negatively impact our sales of products containing these ingredients.

If alternative or generic pharmaceuticals and biotechnology products are viewed as safer or more cost-effective than our products, our net revenue will be negatively impacted.

We face substantial competition from other products produced by pharmaceutical companies and biotechnology companies, including generic alternatives to our products and competing branded products. If doctors, patients, or third party payors prefer these products, or if these products have better safety, efficacy, pricing, or reimbursement characteristics, our net revenue could be negatively impacted.

Our industry is characterized by significant technological change. In addition, generic competitors are becoming more aggressive and generic products are an increasing percentage of overall pharmaceutical sales. The introduction of new competitive products or generic alternatives to our products or competing branded products could negatively impact our net revenue. Many of our competitors are conducting research and development activities in indications served by our products and in areas for which we and our collaboration partners are developing product candidates or new indications for existing products. Discoveries by others may make our products or product candidates less attractive.

Our EFFEXOR family of products competes against another SNRI, several SSRIs, and other antidepressant products. The increasing availability of generic versions of the active ingredient in several SSRIs and other antidepressant products puts competitive pressure on EFFEXOR (immediate release tablets) and EFFEXOR XR (extended release capsules). Pursuant to the settlement agreement we entered into with Teva Pharmaceutical Industries Ltd. (Teva) with respect to the U.S. patent litigation pertaining to Teva’s generic version of EFFEXOR XR (extended release capsules), Teva launched generic versions of EFFEXOR (immediate release tablets) in the United States in August 2006 and will be permitted to launch generic versions of EFFEXOR XR (extended release capsules) in the United States beginning on July 1, 2010, subject to earlier launch based on certain specified events. Events that could trigger an earlier U.S. market entry by Teva with generic versions of EFFEXOR XR (extended release capsules) include specified market conditions or developments regarding the applicable Wyeth patents, including the outcome of other generic challenges to these patents. Two litigations concerning such generic challenges are currently pending and a third company recently notified Wyeth that it is challenging these same patents. There can be no assurance that the outcome of these litigations, or the occurrence of specific market conditions, will not trigger generic entry, by Teva or another generic manufacturer, earlier than July 1, 2010. In addition, pursuant to an agreement reached with Teva with respect to a generic version of EFFEXOR XR (extended release capsules) in Canada, Teva was permitted to launch generic versions of EFFEXOR XR (extended release capsules) in Canada in December 2006. We estimate that greater than three-fourths of EFFEXOR (immediate release tablets) prescriptions in the United States have been converted to Teva’s generic versions since the August 2006 launch, and we expect that Teva’s launch of generic versions of EFFEXOR XR (extended release capsules) in Canada in December 2006 will decrease our net sales

I-13

significantly in that market. While we have not experienced any significant impact to date, it is possible that Teva’s introduction of a generic version of EFFEXOR (immediate release tablets) in the United States could adversely impact our future U.S. sales of EFFEXOR XR (extended release capsules). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Our Challenging Business Environment” in our 2006 Financial Report. Additionally, generic versions of EFFEXOR (immediate release tablets) and EFFEXOR XR (extended release capsules) have begun to appear in select markets outside the United States. As this trend continues and additional generic SSRIs, SNRIs and other antidepressant products enter markets, additional competitive pressure will occur, and we expect lower sales of, our EFFEXOR family of products in those markets.

PROTONIX faces competition from other prescription proton pump inhibitors, including several generic products, and multiple over-the-counter remedies. ENBREL faces competition from multiple alternative therapies depending on the indication and from other potential therapies being developed. In the United States, while ENBREL continues to have a market leading position, it has experienced share loss to competitors. Our conjugated estrogens products, including PREMARIN, PREMPRO and PREMPHASE, may be subject to generic competition, as PREMARIN’s natural composition is not subject to patent protection and we may only rely on trade secret and other non-patent rights to protect against alternative products being introduced. Certain competitors may be conducting research and development activities in competing estrogen and other products targeted for PREMARIN’s approved indications and PREMARIN may be subject to generic competition in the future. In addition, we have a 13-valent pneumococcal vaccine and GlaxoSmithKline plc has a ten-valent pneumococcal vaccine under development that, if approved, would compete with PREVNAR. Generic versions of INDERAL LA, which had not been subject to generic competition for many years, entered the U.S. market in early 2007. As a result, we expect that our net sales of this product in the United States, which totaled approximately $198 million in 2006, will decline substantially.

The above examples are illustrative. Many of our products face competition from competitive products claiming better safety and/or efficacy profiles or cost-effectiveness than our products.

In addition, we may pursue licensing arrangements, strategic alliances or acquisitions to expand our product pipeline, and we compete with other pharmaceutical and biotechnology companies for these strategic opportunities. If we are unable to identify or consummate these types of transactions, our business may be negatively impacted.

Our biotechnology products, including ENBREL and PREVNAR, may face competition from follow-on biologics.

Government regulation may, in the future, allow for approval of follow-on biologics (also referred to as “biosimilars”). While no specific legal pathway for these approvals currently exists in the United States, legislation has recently been introduced in Congress that would establish such a pathway and the FDA recently approved a follow-on biologic (recombinant human growth hormone) that referenced a biotechnology product approved under the Food, Drug, and Cosmetic Act. In Europe, regulatory authorities have taken significant steps toward creating such a pathway. The European Commission recently granted marketing authorizations for two follow-on biologics (both recombinant human growth hormone) pursuant to a set of general and product class-specific guidelines for biosimilar approvals issued over the past few years. If competitors are able to obtain marketing approval for follow-on biologics, our biotechnology products may become subject to follow-on competition, with the attendant competitive pressure. Expiration or successful challenge of the applicable patent rights would generally trigger this competition, and we expect that we would face more litigation with respect to the validity and/or scope of patents relating to our successful biotechnology products.

Risks Associated with Product and Customer Concentration

Strong performance from our principal products and our anticipated new product introductions will be necessary to meet our financial goals.

Over the next few years, our financial success will depend substantially on the performance of our six product lines that achieved billion or multi-billion dollar revenue status in 2006, EFFEXOR/EFFEXOR XR, ENBREL, PREVNAR, PROTONIX, our Wyeth Nutrition product line and our PREMARIN family of products, particularly our ability to continue to significantly grow our net revenue from ENBREL and PREVNAR. Our ability to achieve strong performances with these and our other principal products, including

I-14

ZOSYN/TAZOCIN and TYGACIL, and our ability to achieve our goals for the new products that we anticipate launching over the next few years, will depend on a number of factors, including:

• Acceptance by doctors and patients of each product;

• Availability of competing treatments that are deemed safer or more efficacious, more convenient to use, or more cost-effective than each product;

• Our ability, and the ability of our collaboration partners, to efficiently manufacture sufficient quantities of each product to meet demand and to do so in a cost-efficient manner;

• Regulation by the FDA and foreign regulatory authorities of each product and our manufacturing operations;

• The scope of the labeling approved by regulatory authorities for each product and competitive products;

• New data reporting the safety and efficacy of each product and competitive products;

• The patent protection applicable to each product and the introduction of any generic competition;

• The effectiveness of our sales force;

• The extent of coverage, pricing, and level of reimbursement from government agencies and other third party payors of each product; and

• The size of the patient population for each product.

Because a few large wholesale distributors account for a significant portion of our net revenue, any financial or other difficulties of our wholesale distributors could negatively impact our results of operations.

In 2006, our largest wholesale distributor accounted for 14% of our net revenue, and our top three wholesale distributors accounted for approximately 31% of our net revenue. If one of our significant wholesale distributors encounters financial or other difficulties, we may be unable to collect all the amounts that customer owes to us and may be unable to collect any such amounts on a timely basis, which could negatively impact our results of operations.

Risks Associated with Legal Liabilities

We may be required to pay substantial damages for product liability claims.

Like all pharmaceutical companies in the current legal environment, we face potential product liability claims for products we have sold and for products we may sell in the future. Product liability claims, regardless of their merits or their ultimate outcome, are costly, divert management attention, and may adversely affect our reputation and demand for our products, as well as result in significant damages. We have been sued in the past when patients using our products experience adverse and undesirable health conditions, regardless of any connection between those conditions and our products. We cannot predict with certainty the eventual outcome of pending or future product liability litigation matters and the ultimate outcome of such matters could be material to our results of operations, cash flows and financial condition.

We have taken charges totaling $21,100.0 million in connection with product liability legal actions relating to the diet drugs PONDIMIN and REDUX. While we believe that our current reserve is adequate and 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.

In addition, we have been involved in various other legal proceedings involving allegations of injuries caused by our pharmaceutical products. These include individual lawsuits and putative class actions in state and federal courts in the United States and foreign jurisdictions involving allegations of injuries caused by PREMARIN or PREMPRO, two of our hormone therapy products. As of February 20, 2007, there have been four completed

I-15

trials involving allegations of injury caused by PREMARIN or PREMPRO, two of which returned verdicts in our favor and two of which resulted in a compensatory damages award to the plaintiffs. In addition to these trial results, plaintiffs have voluntarily dismissed a number of cases set for trial and we have been granted summary judgment dismissing other cases on the grounds, among others, that the products’ labeling was adequate as a matter of law or that plaintiffs’ warning claims are preempted by the regulation of drug labeling by the FDA. Additional hormone therapy trials are scheduled throughout 2007 and in 2008. Other of our pharmaceutical products, vaccines and over-the-counter products that are involved in product liability litigation include, without limitation, the prior formulations of certain childhood vaccines and of DIMETAPP and ROBITUSSIN, and our EFFEXOR family of products. If the outcomes of any or all of these proceedings are unfavorable to us, it is possible that we may take future charges with respect to these matters, which may be significant. Please refer to Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report for descriptions of these matters and other significant pending product liability litigation.

Adverse outcomes in other legal matters could negatively impact our business, results of operations and financial condition.

Our financial condition could be negatively impacted by unfavorable results in other pending litigation matters, including those described in Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report, or in lawsuits that may be initiated in the future. These matters include intellectual property lawsuits, breach of contract claims, tort claims, and allegations of violations of U.S. and foreign competition and environmental laws, any of which, if adversely decided, could negatively impact our business, results of operations and financial condition.

If we fail to comply with the numerous and varied legal and regulatory requirements governing the healthcare industry, we may face substantial fines, other costs, and restrictions on our business activities.

Our activities relating to the sale and marketing of our products are subject to extensive regulation under the Federal Food, Drug, and Cosmetic Act, the Public Health Service Act, and other federal and state statutes, including anti-kickback and false claims laws, as well as counterpart laws in foreign jurisdictions. Violations of these regulations and laws may be punishable by criminal and civil sanctions, including substantial fines, as well as, in the United States, possible exclusion from federal and state health care programs, including Medicare and Medicaid. In addition, plaintiffs both in the United States and in foreign jurisdictions are increasingly bringing actions against international pharmaceutical companies for alleged violations of U.S. and foreign laws regarding drug sales and marketing activities.

The U.S. government, state governments, and private payors are investigating pricing practices of numerous pharmaceutical companies and biotechnology companies, and many have filed actions alleging that inaccurate reporting of prices has improperly inflated reimbursement rates. A number of these actions have been brought against us. Please see Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report for a discussion of these investigations and lawsuits. In addition, government agencies have requested documents from us relating to pricing issues.

Regardless of merit or eventual outcome, these types of investigations and related litigation can result in:

• Diversion of management time and attention;

• Expenditure of large amounts of cash on legal fees, costs, and payment of damages;

• Limitations on our ability to continue some of our operations;

• Decreased demand for our products; and

• Injury to our reputation.

We may be subject to loss of permits and face substantial fines and clean-up costs in connection with our use of hazardous materials, which could adversely impact our operations and financial condition.

We use certain hazardous materials in connection with our research and manufacturing activities. We have in the past been, and may in the future be, notified of our potential responsibility relating to the generation,

I-16

storage, treatment, and disposal of hazardous waste. This may result in loss of permits, fines or penalties, and other adverse governmental or private actions. In addition, we have been advised in the past, and may be advised in the future, that we may be a responsible party for several sites on the National Priority List created by the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as the Superfund. Please read the discussion of significant pending environmental matters in Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report. Payment of substantial fines, penalties, or environmental remediation costs, or the loss of permits or other authorizations to operate affected facilities, could adversely impact our operations and financial condition.

Risks Associated with Intellectual Property

If our intellectual property rights are challenged or circumvented, competitors may be able to take advantage of our research and development efforts.

Our long-term success largely depends on our ability to market technologically competitive products. If we fail to obtain and maintain adequate intellectual property protection, we may not be able to prevent third parties from using our proprietary technologies. Our currently pending or future patent applications and/or extensions may not result in issued patents or be approved on a timely basis or at all. In addition, our issued patents may not contain claims sufficiently broad to protect us against third parties with similar technologies or products or provide us with any competitive advantage. In addition, the scope of our patent claims may vary between countries, as individual countries have their own patent laws. For example, some countries only permit the issuance of patents covering methods of making a drug compound, not the chemical compound itself. Our ability to enforce our patents also depends on the laws of individual countries and each country’s history of enforcing, or not enforcing, intellectual property rights.

Mechanisms exist in much of the world permitting some form of challenge by generic manufacturers to our patents prior to or immediately following the expiration of any regulatory exclusivity. In the United States, under the Hatch-Waxman Act, a generic manufacturer can challenge our patents as soon as four (4) years following FDA approval of a New Drug Application. Patents for PROTONIX and EFFEXOR XR (extended release capsules) are currently subject to, and may be subject in the future to, such challenges in the United States or elsewhere. If a third party successfully challenges patents we rely upon, a court could determine that the patents are invalid or unenforceable or limit the scope of coverage of those patents, potentially reducing our revenue from the related products.

In many countries, as a patent owner, we must seek a preliminary injunction or similar legal device to avoid premature generic market entry. In circumstances where a preliminary injunction is issued, but the asserted patents are held invalid or not infringed, we may be liable for the generic company’s lost profits. In some circumstances, where no preliminary injunction is available, we may be limited to an action for damages and perhaps a permanent injunction. In such cases, the generic may enter the market and money damages are likely to be inadequate to compensate us for our losses.

When our patent rights expire, previously protected products may become subject to competition from generic versions, which may lower our net revenue.

Our patent protection for our products is limited by the applicable terms of our patents. Following expiration of patents covering our products, other entities may be able to obtain approval to manufacture and market generic alternatives, which we expect would result in lower net revenue. For example, 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 expired in the United States. Additional process and manufacturing patents extend beyond that expiration. Our new formulation of ZOSYN was approved by the FDA in 2005 and has additional patent protection extending until 2023. While our best estimate is that generic competition for ZOSYN in the United States will not occur until at least late 2007, it is possible that we will face generic competition as early as the 2007 first quarter, 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 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report, and other factors. The compound patent claiming one of the active ingredients in ZOSYN will expire in most major countries outside the United States in the 2007 third quarter. Thus, we may face generic competition in these countries as early as the 2007 third quarter.

I-17

We may incur substantial costs in litigation or other proceedings involving intellectual property rights and the results of such litigation or proceedings may reduce our net revenue.

A third party may sue us or one of our collaboration partners, alleging infringement of the third party’s patents or other intellectual property rights. Likewise, one of our collaboration partners or we may sue to enforce intellectual property rights or to determine the scope and validity of third party proprietary rights. If we do not prevail in this type of litigation, we or our strategic collaboration partners may be required to:

• Pay monetary damages;

• Stop commercial activities relating to the affected products;

• Obtain a license in order to continue manufacturing or marketing the affected products; or

• Compete in the market with substantially similar products.

Risks Associated with Development and Marketing of New Drugs

The development of novel pharmaceuticals, vaccines, and biotechnology products involves a lengthy and complex process, and we may be unable to commercialize, or be delayed in commercializing, any of our product candidates currently under development.

We have multiple product candidates in development and devote considerable resources to research and development activities, including clinical trials. These activities involve a high degree of risk and take many years. Currently, we have a large number of product candidates in development. Our product candidates in late-stage development include four potential new products with respect to which we filed New Drug Applications (NDAs) with the FDA in 2006: PRISTIQ (for the treatment of vasomotor symptoms), VIVIANT, TORISEL, and bifeprunox. We also filed NDAs in 2005 for PRISTIQ (for the treatment of major depressive disorder) and LYBREL, and we expect to file a number of additional NDAs for potential new products and important new indications for existing products in 2007. Our product development efforts with respect to any product candidate may fail or be delayed, and we may be unable to commercialize it or be delayed in commercializing it, for multiple reasons, including:

• Failure of the product candidate in preclinical studies;

• Difficulty enrolling patients in clinical trials;

• Adverse reactions to the product candidate or indications of other safety concerns;

• Insufficient clinical trial data to support the safety and/or effectiveness of the product candidate;

• Our inability to manufacture sufficient quantities of the product candidate for development or commercialization activities in a timely and cost-efficient manner; and

• Our failure to obtain, or our experiencing delays in obtaining, the required regulatory approvals for the product candidate or the facilities in which it is manufactured.

Notably, clinical trial data are subject to differing interpretations and, even when we view data as sufficient to support the safety and/or effectiveness of a product candidate or a new indication for an existing product, regulatory authorities may not share our views and may require additional data or may deny approval altogether. Additionally, regulatory authorities in different countries often apply differing standards for the approval of product candidates and/or new indications for existing products, meaning that approval of a particular product candidate or new indication in one country may not be predictive of approval in other countries.

The development and commercialization of novel drugs requires significant expenditures with a low probability of success.

Successful development and commercialization of new pharmaceuticals, vaccines, and biotechnology products is expensive and inherently uncertain. Conducting late-stage clinical trials is particularly costly. If our clinical trials are not successful, we will not recover our substantial investments in applicable product candidates. Even where our clinical trials are sufficient to obtain product approval, we may not be able to achieve our anticipated product labeling, which could adversely impact the commercial success of the applicable product. The substantial funds we spend developing new products depress near-term profitability with no assurance that the expenditures will generate future profits to offset these costs.

I-18

If our strategic alliances are unsuccessful, our operating results will be negatively impacted.

Several of our strategic initiatives involve alliances with other companies, including our collaborations with:

• Amgen on ENBREL;

• Nycomed (previously Altana) on PROTONIX;

• Johnson & Johnson under which we supply sirolimus, the active ingredient in RAPAMUNE, to coat the CYPHER stent;

• Medtronic Sofamor Danek, Inc. on rhBMP-2;

• Solvay Pharmaceuticals on the development and North America promotion of bifeprunox for schizophrenia;

• Progenics Pharmaceuticals, Inc. on the development of methylnaltrexone for the treatment of opioid-induced side effects and post-operative ileus;

• Trubion Pharmaceuticals, Inc. on the development of TRU-015 for the treatment of rheumatoid arthritis and certain other therapies; and

• Elan Corporation on the development of amyloid immunotherapies to address Alzheimer’s disease.

The success of these and similar arrangements depends not only on our contributions and capabilities, but also on the technology and other intellectual property contributed by our partners and their resources, efforts and skills. If these and similar arrangements are unsuccessful, our operating results will be negatively impacted. Disputes and difficulties in such relationships are common, often due to conflicting priorities or conflicts of interest. For example, we are currently in litigation with Johnson & Johnson regarding our collaboration with respect to the CYPHER stent. The benefits of these alliances would be reduced or eliminated if strategic partners:

• Terminate or breach the agreements;

• Fail to devote sufficient financial or other resources to the alliances; or

• Suffer negative outcomes in intellectual property disputes.

Under many of our strategic alliances we make milestone payments well in advance of commercialization of products, with no assurance that we will ever recoup those payments, in which case our operating results may be negatively impacted.

Risks Associated with Manufacturing our Products

Manufacturing problems may cause product launch delays, inventory shortages, recalls, and unanticipated costs.

In order to sell our products, we must be able to produce sufficient quantities. Many of our products are difficult to manufacture, including PREVNAR and ENBREL, and/or are sole sourced from certain manufacturing facilities. Minor deviations in our manufacturing processes could result in unacceptable changes in the products that result in lot failures, which may result in launch delays, inventory shortages, unanticipated costs, product recalls, product liability, and/or regulatory action. In addition, a number of factors could cause production interruptions at our facilities or the facilities of our third party providers, including equipment malfunctions, labor problems, natural disasters, regulatory action, power outages or terrorist activities. These interruptions could result in launch delays, inventory shortages, unanticipated costs and issues with our agreements under which we supply third parties.

We have spent considerable resources constructing and seeking regulatory approvals for new manufacturing facilities. There can be no assurance that these facilities will prove sufficient to meet demand for our products or that we will not have excess capacity at these sites. In addition, building facilities is expensive, and our

I-19

ability to recover these costs will depend on increased net revenue from the products produced at the sites, which is uncertain.

Our manufacturing operations are subject to extensive government regulation.

Regulatory authorities must approve the facilities in which health care products are produced. Any third party we use to manufacture, fill-finish, or package our products also must be licensed by applicable regulatory authorities. As a result, substitute third party providers may not be readily available on a timely basis in the event our or our third party manufacturers’ manufacturing facilities are not approved or are unable to comply with applicable regulations. Manufacturing facilities are subject to ongoing inspections by regulatory authorities that may result in regulatory action. In addition, minor changes in manufacturing processes may require additional regulatory approvals. Either of these situations could cause us to incur significant additional costs and lose revenue.

In the event that a regulatory authority objects to practices or conditions at any of our or our third party manufacturer’s manufacturing facilities, such facility could be subject to adverse regulatory actions. These possible regulatory actions could include, among others, warning letters, fines, injunctions, and recalls, which could result in, among other things, a total or partial shutdown of production in one or more of the manufacturing facilities; the inability to obtain future pre-market clearances or approvals; and withdrawals or suspensions of current products from the market. Any of these events, in combination or alone, could disrupt our business and negatively impact our revenues and financial condition.

Our Guayama, Puerto Rico manufacturing facility is currently the subject of a Warning Letter from the FDA that raised several specific concerns about manufacturing at the facility. Although it remains our goal to resolve these issues as quickly as possible, 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. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview – Our Challenging Business Environment” in our 2006 Financial Report for further discussion of the Warning Letter.

We are also in continued discussions with various regulatory authorities outside the United States regarding manufacturing process issues at certain of our manufacturing facilities. We are unable to predict the outcome of these discussions or the impact the issues will have on the supply of our products manufactured at these facilities.

We rely on third parties to provide us with materials and services in connection with the manufacturing of our products and, in some instances, for the manufacture of entire products.

Unaffiliated third-party suppliers provide some materials necessary for commercial production of our products, including specialty chemicals and components necessary for manufacture, fill-finish, and packaging, and, in some instances such as in the case of REFACTO, for the manufacture of entire products. For example, we have sole source suppliers for materials used in PREVNAR, ENBREL, BENEFIX, RAPAMUNE, ZOSYN, TYGACIL and oral contraceptives. We may be unable to manufacture our products in a timely manner, or at all, if any of our third-party suppliers cease or interrupt production or otherwise fail to supply us or if the supply agreements are suspended or terminated.

Risks Associated with Operations

Our international sales and operations are subject to the economic, political, legal, and business environments of the countries in which we do business, and our failure to operate successfully or adapt to changes in these environments could cause our international sales and operations to be limited or disrupted, and the value of our foreign direct investments may be diminished.

Our international operations could be limited or disrupted, and the value of our foreign direct investments may be diminished, by any of the following:

• Fluctuations in currency exchange rates;

• The imposition of governmental controls;

I-20

• Import and export license requirements;

• Political instability;

• Difficulties enforcing contractual and intellectual property rights;

• Terrorist activities and armed conflicts;

• Trade restrictions and restrictions on direct investments by foreign entities;

• Changes in tax laws and tariffs;

• Costs and difficulties in staffing, managing and monitoring international operations; and

• Longer payment cycles.

We conduct a substantial portion of our business in currencies other than the U.S. dollar. While we attempt to hedge certain currency risks, currency fluctuations between the U.S. dollar and the currencies in which we do business have caused foreign currency transaction gains and losses in the past and will likely do so in the future. Likewise past currency fluctuations have at times resulted in foreign currency transaction gains, and there can be no assurance that these gains can be reproduced.

The multinational nature of our business subjects us to potential risks that various taxing authorities may challenge the pricing of our cross border arrangements. While we believe that our pricing methodology is in accordance with applicable laws, taxing authorities may disagree and subject us to additional tax, adversely impacting our effective tax rate and our tax liability. For example, the U.S. Internal Revenue Service (IRS) currently is examining our 1998 through 2001 tax returns, including the pricing of our cross-border arrangements. While we believe that the pricing of these arrangements is appropriate and that our reserves are adequate with respect to such pricing, it is possible that the IRS will propose adjustments in excess of such reserves and that conclusion of the audit will result in adjustments in excess of such reserves. An unfavorable resolution could have a material effect on our results of operations or cash flows in the period in which an adjustment is recorded and in future periods. We believe that an unfavorable resolution would not be material to our financial position; however, each year we record significant tax benefits with respect to our cross-border arrangements, and we cannot exclude the possibility of a resolution that is material to our financial position.

We rely on third parties to provide us with services in connection with the administration of our business.

We outsource a number of processing and administrative functions to unaffiliated third parties. For example, as part of our Project Springboard initiatives, we entered into a master services agreement with Accenture LLP (Accenture) in July 2006 under which Accenture will provide us with transactional processing and administrative support services over a broad range of areas, including information services, finance and accounting, human resources and procurement functions. Certain transactional processing services have commenced in 2007. There can be no assurance that the transition of these functions to Accenture will be successful or that we will not encounter difficulties during the transition process. Services provided by third parties as a part of outsourcing initiatives could be interrupted as a result of many factors, such as force majeure events or contract disputes, and any failure by these third parties to provide us with these services on a timely basis or at all could result in a disruption of our business.

Increases in costs of pension benefits and current and post-retirement medical and other employee health and welfare benefits may reduce our profitability.

With more than 50,000 employees, our profitability is substantially affected by costs of pension benefits and current and post-retirement medical and other employee health and welfare benefits. These costs can vary substantially as a result of changes in health care costs, volatility in investment returns on pension plan assets, and changes in discount rates used to calculate related liabilities. At least some of these factors may put upward pressure on the cost of providing pensions and medical benefits. We can provide no assurance that we will succeed in limiting future cost increases, and upward pressure may reduce our profitability.

Our indebtedness could adversely affect our operations.

As of December 31, 2006, we had approximately $9,096.7 million of long-term debt.

Our indebtedness:

• Requires us to dedicate a portion of our cash flow from operations to debt service;

• Imposes certain restrictions on our business activities; and

• May place us at a competitive disadvantage compared to our competitors that have less debt.

I-21

ITEM 1B. UNRESOLVED STAFF COMMENTS

We have not received any written comments from the staff of the Securities and Exchange Commission regarding our periodic or current reports that remain unresolved.

I-22

ITEM 2. PROPERTIES

Our corporate headquarters and the headquarters of our Consumer Healthcare business are located in Madison, New Jersey. Our U.S. and international Pharmaceuticals operations are headquartered in owned facilities in Collegeville and Great Valley, Pennsylvania. Our Animal Health business is headquartered in Overland Park, Kansas, a leased facility. Our international subsidiaries and affiliates, which generally own their properties, have manufacturing facilities in 15 countries outside the United States.

The properties listed below are our principal manufacturing plants (M) and research laboratories (R) as of December 31, 2006, listed in alphabetical order by state or country. All of these properties are owned except certain facilities in Guayama, Puerto Rico, which are under lease. We also own or lease a number of other smaller properties worldwide, which are used for manufacturing, research, warehousing and office space.

Pharmaceuticals (P), Consumer Healthcare (C) and Animal Health (A):

United States:	Reportable Segment
Charles City, Iowa (M)			(A)
Fort Dodge, Iowa (M, R)			(A)
Andover, Massachusetts (M, R)	(P)
Cambridge, Massachusetts (R)	(P)
Princeton, New Jersey (R)	(P)
Chazy, New York (R)	(P)
Pearl River, New York (M, R)	(P)
Rouses Point, New York (M, R)	(P)	(C)
Sanford, North Carolina (M, R)	(P)
Collegeville, Pennsylvania (R)	(P)
Carolina, Puerto Rico (M)	(P)
Guayama, Puerto Rico (M)	(P)	(C)
Richmond, Virginia (M, R)		(C)
International:	Reportable Segment
St. Laurent, Canada (M, R)	(P)	(C)
Suzhou, China, (M)	(P)	(C)
Gosport, England (R)	(P)
Havant, England (M)	(P)	(C)
Askeaton, Ireland (M, R)	(P)
Grange Castle, Ireland (M)	(P)
Newbridge, Ireland (M)	(P)
Catania, Italy (M, R)	(P)		(A)
Aprilia, Italy (M)	(P)	(C)
Vallejo, Mexico (M)	(P)	(C)
Cabuyao, Philippines (M)	(P)
Tuas, Singapore (M)	(P)
Gerona, Spain (M, R)			(A)
Hsin-Chu Hsien, Taiwan (M)	(P)	(C)	(A)

I-23

We have significant capital projects ongoing to support additional manufacturing capacity and/or new products in Andover, Massachusetts, Sanford, North Carolina, Guayama, Puerto Rico, Newbridge, Ireland and Grange Castle, Ireland.

We believe our properties to be adequately maintained and suitable for their intended use. The facilities generally have sufficient capacity for existing needs and expected near-term growth and expansion projects are undertaken as necessary to meet future needs.

ITEM 3. LEGAL PROCEEDINGS

The information set forth in Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2006 Financial Report is incorporated herein by reference.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

I-24

EXECUTIVE OFFICERS OF THE REGISTRANT AS OF FEBRUARY 26, 2007

Each officer is elected to hold office until a successor is chosen or until earlier removal or resignation. None of the executive officers is related to another:

Name	Age	Offices and Positions	Elected as Executive Officer
Robert Essner	59	Chairman of the Board and Chief Executive Officer Chairman of the Executive Committee of the Board of Directors, Chairman of Management, Law/Regulatory Review, Human Resources and Benefits and Retirement Committees and Member of the Operations Committee	September 1997
Business Experience:		July 2000 to May 2001, President and Chief Operating Officer May 2001 to December 2002, President and Chief Executive Officer January 2003 to April 2006, Chairman of the Board, President and Chief Executive Officer April 2006 to date, Chairman of the Board and Chief Executive Officer
Bernard Poussot	55	President, Chief Operating Officer and Vice Chairman and Member of the Board of Directors Chairman of Operations Committee and Member of Management, Law/Regulatory Review, Human Resources and Benefits and Retirement Committees	January 2001
Business Experience:		January 2001 to June 2002, Senior Vice President and President, Wyeth Pharmaceuticals June 2002 to April 2006, Executive Vice President and President, Wyeth Pharmaceuticals April 2006 to January 2007, President and Vice Chairman January 2007 to date, President, Chief Operating Officer and Vice Chairman

I-25

Name	Age	Offices and Positions	Elected as Executive Officer
Kenneth J. Martin	52	Chief Financial Officer and Vice Chairman Member of Management, Law/Regulatory Review, Operations, Human Resources and Benefits and Retirement Committees	February 2000
Business Experience:		October 1998 to January 2000, Senior Vice President and Chief Financial Officer, Wyeth-Ayerst Pharmaceuticals February 2000 to June 2002, Senior Vice President and Chief Financial Officer June 2002 to April 2006, Executive Vice President and Chief Financial Officer April 2006 to date, Chief Financial Officer and Vice Chairman
E. Thomas Corcoran	59	President, Fort Dodge Animal Health Division Member of Management, Operations and Human Resources and Benefits Committees	June 2001
Business Experience:		September 1995 to date, President, Fort Dodge Animal Health Division
Thomas Hofstaetter, Ph.D.	58	Senior Vice President – Corporate Business Development Member of Management and Operations Committees	September 2004
Business Experience:		1999 to September 2004, Senior Vice President, Corporate Development, Aventis September 2004 to date, Senior Vice President – Corporate Business Development
Paul J. Jones	61	Vice President and Controller Member of Law/Regulatory Review and Operations Committees	May 1995
Business Experience:		May 1995 to date, Vice President and Controller

I-26

Name	Age	Offices and Positions	Elected as Executive Officer
René R. Lewin	60	Senior Vice President – Human Resources Member of Management, Law/Regulatory Review, Operations, Human Resources and Benefits and Retirement Committees	June 1994
Business Experience:		June 1994 to September 2004, Vice President – Human Resources September 2004 to date, Senior Vice President – Human Resources
Joseph M. Mahady	53	Senior Vice President and President – Global Business, Wyeth Pharmaceuticals Member of Management, Law/Regulatory Review, Operations and Human Resources and Benefits Committees	June 2001
Business Experience:		September 1997 to June 2002, President, Wyeth Pharmaceuticals – North America June 2002 to June 2005, Senior Vice President and President, Wyeth Pharmaceuticals – North America and Global Businesses June 2005 to February 2007, Senior Vice President and President, Wyeth Pharmaceuticals – The Americas and Global Businesses February 2007 to date, Senior Vice President and President – Global Business, Wyeth Pharmaceuticals
Charles A. Portwood	57	President – Technical Operations and Product Supply, Wyeth Pharmaceuticals Member of Management and Law/Regulatory Review Committees	January 2005
Business Experience:		1970 to November 2001, Senior Vice President, Strategy and Industrial Excellence, Aventis November 2001 to July 2002, Senior Vice President, Global Supply Chain, Wyeth Pharmaceuticals July 2002 to date, President – Technical Operations & Product Supply, Wyeth Pharmaceuticals
Marily H. Rhudy	59	Senior Vice President – Public Affairs Member of Management and Operations Committees	June 2001
Business Experience:		September 1997 to September 2004, Vice President – Public Affairs September 2004 to date, Senior Vice President – Public Affairs

I-27

Name	Age	Offices and Positions	Elected as Executive Officer
Douglas A. Rogers	47	President, Wyeth Consumer Healthcare Member of Management, Law/Regulatory Review, Operations and Human Resources and Benefits Committees	June 2005
Business Experience:		April 2001 to June 2005, President, Wyeth Consumer Healthcare, U.S. June 2005 to date, President, Wyeth Consumer Healthcare
Robert R. Ruffolo, Jr., Ph.D.	56	Senior Vice President and President, Wyeth Research Member of Management, Law/Regulatory Review, Operations and Human Resources and Benefits Committees	June 2001
Business Experience:		November 2000 to June 2002, Executive Vice President, Pharmaceutical Research and Development, Wyeth Research June 2002 to date, Senior Vice President and President, Wyeth Research
Lawrence V. Stein	57	Senior Vice President and General Counsel Member of Management, Law/Regulatory Review, Operations, Human Resources and Benefits and Retirement Committees	June 2001
Business Experience:		July 2000 to June 2001, Vice President and Deputy General Counsel June 2001 to July 2003, Senior Vice President and Deputy General Counsel July 2003 to date, Senior Vice President and General Counsel
Ulf Wiinberg	48	Senior Vice President and President, EMEA/Canada, Wyeth Pharmaceuticals Member of Management and Operations Committees	March 2002
Business Experience:		May 1997 to February 2002, Managing Director of the United Kingdom subsidiary of Wyeth-Ayerst Pharmaceuticals February 2002 to June 2005, President, Wyeth Consumer Healthcare June 2005 to February 2007, Senior Vice President and President, Wyeth Pharmaceuticals, Europe/Middle East/Africa February 2007 to date, Senior Vice President and President, EMEA/Canada, Wyeth Pharmaceuticals

I-28

Name	Age	Offices and Positions	Elected as Executive Officer
Mary Katherine Wold	54	Senior Vice President – Tax and Treasury Member of Human Resources and Benefits and Retirement Committees	November 2005
Business Experience:		1988 to March 2002, Partner, Shearman & Sterling LLP March 2002 to November 2005, Vice President – Tax November 2005 to date, Senior Vice President – Tax and Treasury

I-29

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information and Dividends

The New York Stock Exchange is the principal market on which our common stock is traded. Tables showing the high and low sales price for our common stock, as reported in the consolidated transaction reporting system, and the dividends paid per common share for each quarterly period during the past two years, as presented in Market Prices of Common Stock and Dividends in our 2006 Financial Report, are incorporated herein by reference.

PERFORMANCE GRAPH

The following graph shows the value as of December 31, 2006 of a $1,000 investment in our common stock as if made on December 31, 2001 (with dividends reinvested), as compared with similar investments based on (i) the value of the S & P 500 Index (with dividends reinvested) and (ii) the value of a market-weighted Peer Group Index composed of the common stock of Abbott Laboratories, Bristol-Myers Squibb Company, Johnson & Johnson, Eli Lilly and Company, Merck & Co., Inc., Pfizer Inc., Schering-Plough Corporation and Wyeth, in each case on a “total return” basis assuming reinvestment of dividends. The market-weighted Peer Group Index values were calculated from the beginning of the performance period. The stock performance shown below is not necessarily indicative of future performance.

Comparative Values
Year	Wyeth Common Stock	S&P 500 Index	Peer Group Index
12/31/01	$1,000.00	$1,000.00	$1,000.00
12/31/02	$   622.70	$   779.50	$   777.92
12/31/03	$   722.10	$1,002.70	$   855.38
12/31/04	$   742.00	$1,111.50	$   797.75
12/31/05	$   819.70	$1,165.90	$   795.50
12/31/06	$   924.90	$1,349.60	$   925.00

(b) Holders

There were approximately 47,084 holders of record of our common stock as of the close of business on January 31, 2007.

(c) Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides certain information with respect to our repurchases of shares of our common stock during the 2006 fourth 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)
October 1, 2006 through October 31, 2006	3,334,806	$51.76	3,300,000	4,453,200
November 1, 2006 through November 30, 2006	1,905,031	50.41	1,900,000	2,553,200
December 1, 2006 through December 31, 2006	583,246	50.54	569,600	1,983,600
Total	5,823,083	$51.19	5,769,600

(1) On January 27, 2006, our Board of Directors approved a share repurchase program allowing for the repurchase of up to 15,000,000 shares of our common stock (the Share Repurchase Program). We repurchased 13,016,400 shares during 2006. At December 31, 2006, we had 1,983,600 shares authorized for repurchase. On January 25, 2007, our Board of Directors amended the previously authorized Share Repurchase Program to allow for the future repurchase of up to 30,000,000 shares, inclusive of 1,983,600 shares remaining under the existing program.

(2) In addition to purchases under the Share Repurchase Program, this column reflects the following transactions during the 2006 fourth quarter: (i) the surrender to us of 8,094 shares of common stock to pay the exercise price in connection with the exercise of employee stock options; (ii) the deemed surrender to us of 11,847 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 us of 33,542 shares of common stock to satisfy tax withholding obligations for employees in connection with the issuance of restricted stock and/or performance share awards.

II-1

ITEM 6. SELECTED FINANCIAL DATA

The data with respect to the last five fiscal years, appearing in the Ten-Year Selected Financial Data presented in our 2006 Financial Report, are incorporated herein by reference.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations, appearing in our 2006 Financial Report, is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk disclosures as set forth in Management’s Discussion and Analysis of Financial Condition and Results of Operations, appearing in our 2006 Financial Report, are incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm, and Quarterly Financial Data (Unaudited) presented in our 2006 Financial Report, are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS

As of December 31, 2006, we carried out an evaluation, under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our 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 our disclosure controls and procedures are effective.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management’s report on our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and the related report of our independent registered public accounting firm, are included in our 2006 Financial Report under the headings Report of Independent Registered Public Accounting Firm and Management Report on Internal Control over Financial Reporting, respectively, and are incorporated herein by reference.

CHANGES IN INTERNAL CONTROLS

During the 2006 fourth quarter, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

II-2

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) Information relating to our directors is incorporated herein by reference to information included in the definitive proxy statement to be filed with the Securities and Exchange Commission on or about March 19, 2007 (the “2007 Proxy Statement”) under the caption “Election of Directors — Nominees for Election as Directors.”

(b) Information relating to our executive officers, as of February 26, 2007, is furnished in Part I hereof under a separate unnumbered caption (“Executive Officers of the Registrant as of February 26, 2007”).

(c) Information relating to certain filing obligations of our directors and executive officers under the federal securities laws set forth in the 2007 Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.

(d) We have adopted a code of ethics, included within the Wyeth Code of Conduct, that applies to all employees, including our principal executive officer, principal financial officer, principal accounting officer and others performing similar functions. The Wyeth Code of Conduct is available on the Wyeth Internet website at www.wyeth.com. Copies of the Wyeth Code of Conduct are also available, without charge, by contacting Wyeth Investor Relations at (877) 552-4744. We intend to post on our Internet website (www.wyeth.com) any amendments to, or waivers from, our code of ethics that apply to our principal executive officer, principal financial officer, principal accounting officer and others performing similar functions.

(e) Information relating to our audit committee, including designation of “audit committee financial expert” under applicable Securities and Exchange Commission rules, is incorporated herein by reference to information included in the 2007 Proxy Statement under the caption “Meetings and Committees of our Board — Committees of our Board.”

(f) The Charters for our Audit, Compensation and Benefits, Nominating and Governance, Corporate Issues and Science and Technology Committees, the Nominating and Governance Committee Criteria and Procedures for Board Candidate Selection and Wyeth’s Corporate Governance Guidelines are available on our Internet website at www.wyeth.com. Copies of these documents are also available, without charge, by contacting Wyeth Investor Relations at (877) 552-4744.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to executive compensation is incorporated herein by reference to information included in the 2007 Proxy Statement beginning with the caption “Executive Compensation” and ending with the section captioned “Potential Payments upon Termination or Change in Control.” Information with respect to compensation of directors is incorporated herein by reference to information included in the 2007 Proxy Statement under the caption “Director Compensation.”

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a) Information relating to security ownership is incorporated herein by reference to information included in the 2007 Proxy Statement under the caption “Securities Owned by Management.”

(b) Information regarding our equity compensation plans is incorporated herein by reference to information included in the 2007 Proxy Statement under the caption “Equity Compensation Plan Information.”

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding transactions with management and others and director independence is incorporated herein by reference to information included in the 2007 Proxy Statement under the caption “Transactions With Management And Others” and “Independence of Directors.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information relating to principal accountant fees and services is incorporated herein by reference to information included in the 2007 Proxy Statement beginning with the caption “Independent Registered Public Accounting Firm’s Fee Summary.”

III-1

PART IV

ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES

(a)1. Financial Statements

The following Consolidated Financial Statements, Notes to Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm, included in our 2006 Financial Report, are incorporated herein by reference into Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA of this report:

• Consolidated Balance Sheets as of December 31, 2006 and 2005

• Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004

• Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2006, 2005 and 2004

• Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2005 and 2004

• Notes to Consolidated Financial Statements

• Report of Independent Registered Public Accounting Firm

(a)2. Financial Statement Schedules

Schedules are omitted because they are not required or because the information is provided elsewhere in the financial statements.

(a)3. Exhibits

Exhibit No.	Description
(3.1)	The Company’s Restated Certificate of Incorporation is incorporated by reference to Exhibit 3.1 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.
(3.2)	The Company’s By-Laws, as amended through September 28, 2006, are incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, dated October 2, 2006.
(4.1)	Indenture, dated as of April 10, 1992, between the Company and The Bank of New York (successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference to Exhibit 4-a of the Company’s Registration Statement on Form S-3 (File No. 33-57339), filed on January 18, 1995.
(4.2)	Supplemental Indenture, dated October 13, 1992, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference to Exhibit 4-b of the Company’s Registration Statement on Form S-3 (File No. 33-57339), filed on January 18, 1995.
(4.3)	Second Supplemental Indenture, dated as of March 30, 2001, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement of Form S-4 (File No. 333-59642) filed on April 27, 2001.
(4.4)	Third Supplemental Indenture, dated as of February 14, 2003, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(4.5)	Fourth Supplemental Indenture, dated as of December 16, 2003, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-3 (File No. 333-112450) filed on February 3, 2004.

IV-1

Exhibit No.	Description
(4.6)	Fifth Supplemental Indenture, dated as of December 16, 2003, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
(4.7)	Sixth Supplemental Indenture, dated as of November 14, 2005, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated November 15, 2005.
(10.1)	Five-Year Credit Agreement, dated as of February 11, 2004, among the Company, the banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders, thereto is incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
(10.2)	First Amendment to Five-Year Credit Agreement, dated as of August 3, 2005, amending the Credit Agreement, dated as of February 11, 2004, among the Company, the banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereto, is incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
(10.3)	Second Amendment to Five-Year Credit Agreement, dated as of July 19, 2006, amending the Credit Agreement, dated as of February 11, 2004, among the Company, the banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereto, is incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.4)	Five-Year Credit Agreement, dated as of August 3, 2005, among the Company, the banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereto, is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.
(10.5)	First Amendment to Five-Year Credit Agreement, dated as of July 19, 2006, amending the Credit Agreement, dated as of August 3, 2005, among the Company, the banks and other financial institutions from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders thereto, is incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.6)	Master Guarantee and Letter of Credit Agreement, dated as of December 16, 2003, between the Company and ABN AMRO BANK, N.V. is incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
(10.7)	Seventh Amendment, dated July 21, 2004, to the Nationwide Class Action Settlement, dated November 18, 1999, as amended is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated January 11, 2005.

IV-2

Exhibit No.	Description
(10.8)	Indemnity Agreement (relating to Consent Decree), dated as of September 29, 2000, by and between the Company and Bernard Poussot is incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(10.9)+	License Agreement, dated as of December 13, 2005, by and among the Company, acting through its Wyeth Pharmaceuticals Division, Wyeth Pharmaceuticals Company, Inc., Wyeth-Whitehall Pharmaceuticals Inc. and Wyeth Pharmaceuticals Company (on the one hand) and Teva Pharmaceuticals Industries Ltd. and Teva Pharmaceuticals USA, Inc. (on the other hand) is incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
(10.10)*	Employment Agreement, dated as of January 25, 2007, between the Company and Robert Essner is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated January 26, 2007.
(10.11)*	1990 Stock Incentive Plan, as amended through November 16, 2006.
(10.12)*	1993 Stock Incentive Plan is incorporated by reference to Appendix III of the Company’s definitive Proxy Statement filed March 18, 1999.
(10.13)*	Amendment to the 1993 Stock Incentive Plan is incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2001.
(10.14)*	Amendment to the 1993 Stock Incentive Plan is incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.15)*	1996 Stock Incentive Plan, as amended through November 16, 2006.
(10.16)*	1999 Stock Incentive Plan, as amended through November 16, 2006.
(10.17)*	Form of Stock Option Agreement (phased vesting) is incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.18)*	Form of Stock Option Agreement (transferable options) is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
(10.19)*	Form of Restricted Stock Performance Award Agreement is incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.20)*	Form of Restricted Stock Performance Award Agreement is incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.21)*	Form of Special Stock Option Agreement under the 1996 Stock Incentive Plan with Robert Essner dated June 21, 2001 (transferable option) is incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.22)*	Form of Restricted Stock Award Agreement under the 1996 Stock Incentive Plan with Robert Essner dated June 21, 2001 (cliff vesting) is incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.23)*	Form of Restricted Stock Award Agreement under the 1993 Stock Incentive Plan with Robert Ruffolo dated January 23, 2001 (phased vesting) is incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.24)*	Form of Restricted Stock Unit Award Agreement under the 1996 Stock Incentive Plan with Robert Ruffolo dated November 17, 2004 (three-year cliff vesting).
(10.25)*	Form of Performance Share Award Agreement is incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

+ Confidential treatment requested as to certain portions, which portions have been separately filed with the Securities and Exchange Commission.

* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.

IV-3

Exhibit No.	Description
(10.26)*	Form of Performance Share Award Agreement is incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.27)*	Form of Performance Share Award Agreement (Replacement for Outstanding 2005 Awards) is incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.28)*	Form of Restricted Stock Unit Award Agreement (three-year cliff vesting) is incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
(10.29)*	Form of Stock Option Award Agreement under 2006 Non-Employee Director Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.30)*	Form of Deferred Stock Unit Award Agreement under the 2006 Non-Employee Director Stock Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.31)*	Form of Restricted Stock Unit Award Agreement (three-year cliff vesting) is incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.32)*	Restricted Stock Trust Agreement under the 1993 Stock Incentive Plan is incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1995.
(10.33)*	Amendment to Restricted Stock Trust Agreement under the 1993 Stock Incentive Plan is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
(10.34)*	Management Incentive Plan is incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.
(10.35)*	Amendment to the Management Incentive Plan is incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, dated December 21, 2005.
(10.36)*	Amendment to the Management Incentive Plan (as amended through January 1, 2006, and further amended and clarified, effective as of January 1, 2005) is incorporated by reference to Exhibit 10.31A of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
(10.37)*	Wyeth 1994 Restricted Stock Plan for Non-Employee Directors (as amended to June 22, 2006) is incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.38)*	Stock Option Plan for Non-Employee Directors, as amended through November 16, 2006.
(10.39)*	Form of Stock Option Agreement under the Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.30 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.
(10.40)*	Wyeth Savings Plan (as amended and restated effective as of January 1, 2006).
(10.41)*	Wyeth Directors’ Deferral Plan (as amended to June 22, 2006) is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.42)*	Executive Incentive Plan, as amended through January 25, 2007.
(10.43)*	Deferred Compensation Plan is incorporated by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.

IV-4

Exhibit No.	Description
(10.44)*	Amendment to the Deferred Compensation Plan is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated December 21, 2005.
(10.45)*	Wyeth 2005 (409A) Deferred Compensation Plan (effective as of January 1, 2005) is incorporated by reference to Exhibit 10.60 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
(10.46)*	Wyeth Executive Retirement Plan (as amended and restated effective as of January 1, 2005) is incorporated by reference to Exhibit 10.42 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
(10.47)*	Wyeth Supplemental Employee Savings Plan (as amended and restated effective as of January 1, 2005).
(10.48)*	Wyeth Supplemental Executive Retirement Plan (as amended and restated effective as of January 1, 2005).
(10.49)*	Wyeth 2002 Stock Incentive Plan, as amended through November 16, 2006.
(10.50)*	Wyeth 2005 Stock Incentive Plan, as amended through November 16, 2006.
(10.51)*	2006 Non-Employee Director Stock Incentive Plan, as amended through November 16, 2006.
(10.52)*	American Cyanamid Company’s Supplemental Executive Retirement Plan is incorporated by reference to Exhibit 10K of American Cyanamid Company’s Annual Report on Form 10-K for the year ended December 31, 1988 (File 1-3426).
(10.53)*	American Cyanamid Company’s Supplemental Employees Retirement Plan Trust Agreement, dated September 19, 1989, between American Cyanamid Company and Morgan Guaranty Trust Company of New York is incorporated by reference to Exhibit 10K of American Cyanamid Company’s Annual Report on Form 10-K for the year ended December 31, 1989 (File 1-3426).
(10.54)*	American Cyanamid Company’s ERISA Excess Retirement Plan is incorporated by reference to Exhibit 10N of American Cyanamid Company’s Annual Report on Form 10-K for the year ended December 31, 1988 (File 1-3426).
(10.55)*	American Cyanamid Company’s Excess Retirement Plan Trust Agreement, dated September 19, 1989, between American Cyanamid Company and Morgan Guaranty Trust Company of New York is incorporated by reference to Exhibit 10M of American Cyanamid Company’s Annual Report on Form 10-K for the year ended December 31, 1989 (File 1-3426).
(10.56)*	Form of 1998 Severance Agreement for Executive Officers and Certain Key Employees entered into by the Company and such individuals from time to time between January 1998 and August 2006 is incorporated by reference to Exhibit 10.43 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
(10.57)*	Form of 1998 Severance Agreement for Other Key Employees entered into by the Company and such individuals from time to time between January 1998 and August 2006 is incorporated by reference to Exhibit 10.55 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
(10.58)*	Form of 2006 Severance Agreement for Executive Officers and Certain Key Employees entered into by the Company and such individuals in August 2006 in replacement for the Severance Agreements in Exhibit 10.56 above is incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.

* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.

IV-5

Exhibit No.	Description
(10.59)*	Form of 2006 Severance Agreement for Other Key Employees entered into by the Company and such individuals in August 2006 in replacement for the Severance Agreements in Exhibit 10.57 above is incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.60)*	Form of 2006 Severance Agreement for New Executive Officers and Certain New Key Employees entered into by the Company and such individuals from time to time following August 2006 is incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.61)*	Form of 2006 Severance Agreement for Other New Key Employees entered into by the Company and such individuals from time to time following August 2006 is incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.62)*	Form of Amendment to 1998 Severance Agreements (Section 409A) entered into between the Company and all individuals party to the 1998 Severance Agreements identified in Exhibits 10.56 and 10.57 above is incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.63)*	Agreement, dated as of March 6, 2001, by and between the Company and John R. Stafford is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
(10.64)*	Amendatory Agreement, dated as of March 6, 2001, by and between the Company and John R. Stafford is incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2001.
(10.65)*	Wyeth Union Savings Plan (as amended and restated effective as of January 1, 2006).
(10.66)*	Summary Description of Performance Incentive Award Program is incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(12)	Computation of Ratio of Earnings to Fixed Charges.
(13)	2006 Financial Report. Such report, except for those portions thereof that are expressly incorporated by reference herein, is furnished solely for the information of the Commission and is not to be deemed “filed” as part of this filing.
(21)	Subsidiaries of the Company.
(23)	Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP, relating to their report dated February 22, 2007, consenting to the incorporation thereof in the Registration Statements on Form S-3 (No. 33-45324, No. 33-57339, No. 333-108312, No. 333-111093 and No. 333-112450), and S-8 (No. 2-96127, No. 33-24068, No. 33-41434, No. 33-53733, No. 33-55449, No. 33-45970, No. 33-14458, No. 33-50149, No. 33-55456, No. 333-15509, No. 333-76939, No. 333-67008, No. 333-64154, No. 333-59668, No. 333-89318, No. 333-98619, No. 333-98623, No. 333-125005, and No. 333-133814) by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

IV-6

Exhibit No.	Description
(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.
(99.1)	Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended to date is incorporated by reference to Exhibit 99.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
(99.2)	Fifth Amendment, dated November 21, 2002, to Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended, is incorporated by reference to Exhibit 99.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(99.3)	Sixth Amendment, dated January 10, 2003, to Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended, is incorporated by reference to Exhibit 99.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(99.4)	Joint Motion of Wyeth and Claims Facilitating Committee Pursuant to New Settlement Process to Approve Proposed Stay Procedure in Diet Drug Cases, together with supporting documentation, all as filed with the U.S. District Court for the Eastern District of Pennsylvania on January 18, 2005 is incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K, dated January 19, 2005.
(99.5)	Consent Decree, dated October 3, 2000, is incorporated by reference to Exhibit 99.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
(99.6)	Amended and Restated Promotion Agreement, dated as of December 16, 2001, by and between Immunex, the Company and Amgen Inc. (filed as Exhibit 10.1 to Amgen’s Registration Statement on Form S-4 (File No. 333-81832) on January 31, 2002 and incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K, dated July 29, 2002).
(99.7)	Description of Amendment No. 1 to Amended and Restated Promotion Agreement, effective July 8, 2003, by and among the Company, Immunex Corporation and Amgen Inc. (filed as Exhibit 10.94 to Amgen’s Annual Report on Form 10-K (File No. 0-12477) for the fiscal year ended December 31, 2003) is incorporated by reference to Exhibit 99.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
(99.8)	Description of Amendment No. 2 to Amended and Restated Promotion Agreement, effective April 20, 2004, by and among the Company, Immunex Corporation and Amgen Inc. (filed as Exhibit 10.93 to Amgen’s Amended Registration Statement on Form S-4/A (File No. 333-114820) filed on June 29, 2004) is incorporated by reference to Exhibit 99.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004.
(99.9)	Description of Amendment No. 3 to Amended and Restated Promotion Agreement, effective as of January 1, 2005, by and among the Company and Amgen Inc. (filed as Exhibit 10.16 to Amgen’s Quarterly Report on Form 10-Q (File No. 0-12477) for the quarter ended March 31, 2005) is incorporated herein by reference.

(c) Not applicable.

IV-7

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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)
February 26, 2007	By	/s/ Kenneth J. Martin
		Kenneth J. Martin
		Chief Financial Officer and Vice Chairman

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures	Title	Date
Principal Executive Officer:
/s/ Robert Essner Robert Essner	Chairman of the Board and Chief Executive Officer	February 26, 2007
Principal Financial Officer:
/s/ Kenneth J. Martin Kenneth J. Martin	Chief Financial Officer and Vice Chairman	February 26, 2007
Principal Accounting Officer:
/s/ Paul J. Jones Paul J. Jones	Vice President and Controller	February 26, 2007
Directors:
/s/ Bernard Poussot Bernard Poussot	President, Chief Operating Officer, Vice Chairman and Director	February 26, 2007
/s/ John D. Feerick John D. Feerick	Director	February 26, 2007
/s/ Frances D. Fergusson, Ph.D. Frances D. Fergusson, Ph.D.	Director	February 26, 2007
/s/ Victor F. Ganzi Victor F. Ganzi	Director	February 26, 2007
/s/ Robert Langer, Sc.D. Robert Langer, Sc.D.	Director	February 26, 2007

IV-8

Signatures	Title	Date
/s/ John P. Mascotte John P. Mascotte	Director	February 26, 2007
/s/ Raymond J. McGuire Raymond J. McGuire	Director	February 26, 2007
/s/ Mary Lake Polan, M.D., Ph.D., M.P.H. Mary Lake Polan, M.D., Ph.D., M.P.H.	Director	February 26, 2007
/s/ Gary L. Rogers Gary L. Rogers	Director	February 26, 2007
/s/ Ivan G. Seidenberg Ivan G. Seidenberg	Director	February 26, 2007
/s/ Walter V. Shipley Walter V. Shipley	Director	February 26, 2007
/s/ John R. Torell III John R. Torell III	Director	February 26, 2007

IV-9

INDEX TO EXHIBITS

Exhibit No.	Description
(10.11)*	1990 Stock Incentive Plan, as amended through November 16, 2006.
(10.15)*	1996 Stock Incentive Plan, as amended through November 16, 2006.
(10.16)*	1999 Stock Incentive Plan, as amended through November 16, 2006.
(10.24)*	Form of Restricted Stock Unit Award Agreement under the 1996 Stock Incentive Plan with Robert Ruffolo dated November 17, 2004 (three-year cliff vesting).
(10.38)*	Stock Option Plan for Non-Employee Directors, as amended through November 16, 2006.
(10.40)*	Wyeth Savings Plan (as amended and restated effective as of January 1, 2006).
(10.42)*	Executive Incentive Plan, as amended through January 25, 2007.
(10.47)*	Wyeth Supplemental Employee Savings Plan (as amended and restated effective as of January 1, 2005).
(10.48)*	Wyeth Supplemental Executive Retirement Plan (as amended and restated effective as of January 1, 2005).
(10.49)*	Wyeth 2002 Stock Incentive Plan, as amended through November 16, 2006.
(10.50)*	Wyeth 2005 Stock Incentive Plan, as amended through November 16, 2006.
(10.51)*	2006 Non-Employee Director Stock Incentive Plan, as amended through November 16, 2006.
(10.65)*	Wyeth Union Savings Plan (as amended and restated effective as of January 1, 2006).
(12)	Computation of Ratio of Earnings to Fixed Charges.
(13)	2006 Financial Report. Such report, except for those portions thereof that are expressly incorporated by reference herein, is furnished solely for the information of the Commission and is not to be deemed “filed” as part of this filing.
(21)	Subsidiaries of the Company.
(23)	Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP, relating to their report dated February 22, 2007, consenting to the incorporation thereof in the Registration Statements on Form S-3 (No. 33-45324, No. 33-57339, No. 333-108312, No. 333-111093 and No. 333-112450), and S-8 (No. 2-96127, No. 33-24068, No. 33-41434, No. 33-53733, No. 33-55449, No. 33-45970, No. 33-14458, No. 33-50149, No. 33-55456, No. 333-15509, No. 333-76939, No. 333-67008, No. 333-64154, No. 333-59668, No. 333-89318, No. 333-98619, No. 333-98623, 333-125005, and No. 333-133814) by reference to the Company’s Annual Report on Form 10-K of the Company for the year ended December 31, 2006.
(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.

* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.

EX-10.11

Exhibit 10.11

Wyeth

1990 STOCK INCENTIVE PLAN

(As approved by stockholders on April 25, 1991 and as amended by the Board of Directors through November 16, 2006)

Section 1. Purpose. The purpose of the 1990 Stock Incentive Plan (the “Plan”) is to provide favorable opportunities for officers and other key employees of Wyeth (the “Company”) and its subsidiaries to acquire shares of Common Stock of the Company or to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for these employees to contribute to the future success and prosperity of the Company, thus enhancing the value of the stock for the benefit of the stockholders, and increase the ability of the Company to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained progress, growth and profitability depend.

Pursuant to the Plan, options to purchase the Company’s Common Stock and Stock Appreciation Rights may be granted and Restricted Stock may be awarded by the Company. Options to purchase the Company’s Common Stock shall have a term not exceeding ten years from the date of grant for non-qualified stock options as shall be determined by the Committee (hereinafter defined), and for incentive stock options as hereinafter defined for such term as shall be determined by the Committee not exceeding ten years from the date of grant (the “Option” or “Options”). Options granted under the Plan may be either incentive stock options, as defined in Section 422(b) of the Internal Revenue Code, or options which do not meet the requirements of said Section 422(b) of the Code, herein referred to as non-qualified stock options.

It is intended, except as otherwise provided herein, that incentive stock options may be granted under the Plan and that such incentive stock options shall conform to the requirements of Section 422 and 424 of the Internal Revenue Code and to the provisions of this Plan and shall otherwise be as determined by the Committee and, to the extent provided in the last sentence of Section 2 hereof, approved by the Board of Directors. The terms “subsidiaries” and “subsidiary corporation” shall have the meanings given to them by Section 424 of the Internal Revenue Code. All section references to the Internal Revenue Code in this Plan are intended to include any amendments or substitutions therefor in such Code subsequent to the adoption of the Plan.

Section 2. Administration. The Plan shall be administered by a Compensation and Benefits Committee (the “Committee”) consisting of three or more members of the Board of Directors of the Company who are not employees. The Committee shall have full authority to grant Options and Stock Appreciation Rights, and make Restricted Stock awards, to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management. The decisions of the Committee shall be binding and conclusive for all purposes and upon all persons unless and except to the extent that the Board of Directors of the Company shall have previously directed that all or specified types of decisions of the Committee shall be subject to approval by the Board of Directors.

Section 3. Number of Shares. The total number of shares which may be sold or awarded under the Plan and for which Stock Appreciation Rights may be exercised shall not exceed 24,000,000 shares of the Company’s Common Stock provided, however, that the total number of shares which may be sold or awarded under the Plan to any Optionee (hereinafter defined), including shares for which Stock Appreciation Rights may be exercised, shall not exceed 10% of such number. The shares may be authorized and unissued or issued and reacquired shares, as the Board of Directors from time to time may determine. Shares with respect to which Options or Stock Appreciation Rights are not exercised prior to termination of the Option and shares that are part of a Restricted Stock award which are forfeited before the restrictions lapse shall be available for Options and Stock Appreciation Rights thereafter granted and for Restricted Stock thereafter awarded under the Plan. Further any shares of the Company’s Common Stock that are used in full or partial payment of the purchase price for any option under this Plan or any other stock option plan of the Company shall become available for issuance under the Plan.

1

Section 4. Participation. The Committee may, from time to time, select and grant Options and Stock Appreciation Rights to officers (whether or not directors) and other key employees of the Company and its subsidiaries (“optionees”) and award Restricted Stock to officers (whether or not directors) and other key employees of the Company and its subsidiaries and shall determine the number of shares subject to each Option or award.

The aggregate fair market value of the Company’s Common Stock, determined at the time of grant in accordance with the provisions of Section 5(b), with respect to which incentive stock options granted under this or any other Plan of the Company are exercisable for the first time by an optionee during any calendar year shall not exceed $100,000, or such other amount as may be permitted under the Internal Revenue Code.

No incentive stock option shall be granted to any individual who, at the time when the option would be otherwise granted, is the owner, directly or indirectly, of stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any subsidiary thereof.

Section 5. Terms and Conditions of Options. The terms and conditions of each Option and each Stock Appreciation Right shall be set forth in an agreement or agreements between the Company and the optionee. Such terms and conditions shall include the following as well as such other provisions, not inconsistent with the Plan, as may be deemed advisable by the Committee:

(a) Number of Shares. The number of shares subject to the Option.

(b) Option Price. The option price per share (the “Option Price”), shall not be less than 100% of the Fair Market Value of a share of the Company’s Common Stock on the date the Option is granted. Fair Market Value of the Common Stock as of any date, shall be deemed to be the closing price of the Common Stock on the Consolidated Transaction Reporting System on such date or if such date is not a trading day, on the most recent trading day prior to such date. Once granted, except as provided in Section 8, the Option Price of outstanding Options may not be reduced, whether by repricing exchange or otherwise

(c) Date of Grant. Subject to previous directions of the Board of Directors pursuant to the last sentence of Section 2, the date of grant of an Option shall be the date when the Committee meets and awards such Option.

(d) Payment. The option price per share (the “Option Price”) multiplied by the number of shares to be purchased by exercise of the Option shall be paid upon the exercise thereof. Unless the terms of an Option provide to the contrary, upon exercise, the aggregate Option Price shall be payable by delivering to the Company (i) cash equal to such aggregate Option Price, (ii) shares of the Company’s Common Stock owned by the grantee having a fair market value on the day the Company’s Common Stock is quoted on the Consolidated Transaction Reporting System immediately preceding the date of exercise (determined in accordance with Section 5(b) or as otherwise permitted by the Committee) at least equal to such aggregate Option Price, (iii) a combination of any of the above methods which total to such aggregate Option Price, or (iv) any other form of consideration which has been approved by the Committee, including under any approved cashless exercise mechanism; and payment of such aggregate Option Price by any such means shall be made and received by the Company prior to the delivery of the shares as to which the Option was exercised. The right to deliver in full or partial payment of such Option Price any consideration other than cash shall be limited to such frequency as the Committee shall determine in its absolute discretion. A holder of an Option shall have none of the rights of a stockholder until the shares are issued to him or her; provided that if an optionee exercises an Option and the appropriate purchase price is received by the Company in accordance with this Section 5(d) prior to any dividend record date, such optionee shall be entitled to receive the dividends which would be paid on the shares subject to such exercise if such shares were outstanding on such record date.

2

(e) Terms of Options. Each Option granted pursuant to the Plan shall be for the term specified in the option agreement subject to earlier termination in all cases as provided in paragraph (g) of this Section.

(f) Exercise of Option. The Option may not be exercised during the first year after the date of grant nor after the Option is terminated as provided in paragraph (g) of this Section except (i) for persons retiring within one year after the date of grant in which case the date when the Option is exercisable shall be the same date as his or her retirement date or (ii) for an optionee who becomes disabled or who dies within one year after the date of grant in which case the date when the Option is exercisable shall be the same date as the date his or her disability commences or the date of his or her death provided the optionee has been in the continuous employment of the Company or one or more of its subsidiaries for at least two years at the time of his or her disability or death. One year after the date of grant of the Option, the optionee may exercise the Option at any time or in part from time to time provided the optionee has, at the date of exercise, been in the continuous employment of the Company and/or one or more of its subsidiaries for at least two years. Not withstanding the foregoing, no Option may be exercised unless the optionee, except as provided in paragraph (g) of this Section, is then employed by the Company or any of its subsidiaries and shall have been continuously employed by the Company or one or more of such subsidiaries since the date of the grant of his or her Option. Also, notwithstanding the provisions of this Section 5(f), Options which are granted by the Committee to replace shares of the Company’s Common Stock used as part or all of the purchase price of other Options shall, subject to the discretion of and determination by the Committee, be exercisable less than one year from the date of the Option grant. Non-qualified stock options and incentive stock options may be exercised regardless of whether or not other Options granted to the optionee pursuant to the Plan are outstanding or whether or not other stock options granted to the optionee pursuant to any other plan are outstanding.

(g) Termination of Options. An Option, to the extent not validly exercised, shall terminate upon the occurrence of the first of the following events:

(i) On the date specified in the Option Agreement;

(ii) Three years after termination of the optionee’s employment by the Company or its subsidiaries due to retirement or disability during which three year period the optionee may exercise the Option to the extent he or she was entitled to exercise it at the time of such termination;

(iii) Three years after the date of the optionee’s death during which three year period the Option may be exercised by the optionee’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to exercise such Option to the extent the optionee was entitled to exercise it at the time of his or her death;

(iv) Three months after termination by the Company or one of its subsidiaries of the optionee’s employment for any reason other than retirement, disability or deliberate gross misconduct during which three month period the Option may be exercised by the optionee to the extent the optionee was entitled to exercise it at the time of such termination;

(v) Concurrently with the time of termination by the Company or one of its subsidiaries of the optionee’s employment for deliberate gross misconduct (for purposes only of this subparagraph (v) an Option shall be deemed to be exercised when the optionee has received the stock certificate representing the shares for which the Option was exercised); or

(vi) Concurrently with the time of termination by the employee of his or her employment with the Company or one of its subsidiaries for reasons other than retirement or disability.

(vii) No options shall be exercisable after termination of employment unless the optionee shall have during the time period in which his or her Options are exercisable, (a) refrained from becoming or

3

serving as an officer, director or employee of any individual, partnership or corporation, or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to, and otherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company. If these conditions are not fulfilled, the optionee shall forfeit all rights to any unexercised Option or Stock Appreciation Right as of the date of the breach of the condition.

(h) Non-transferability of Options and Stock Appreciation Rights. Options and Stock Appreciation Rights shall not be transferable by the optionee other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall during his or her lifetime be exercisable only by the optionee; provided, however, that the Committee may, in its sole discretion, allow for transfer of Options (other than incentive stock options, unless such transferability would not adversely affect incentive stock option tax treatment) to other persons or entities, subject to such conditions or limitations as it may establish to ensure that transactions with respect to Options intended to be exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 16b-3 thereunder do not fail to maintain such exemption as a result of the Committee causing Options to be transferable or for other purposes; provided further, however, that for any Option that is transferred, other than by the laws of descent and distribution, any related Stock Appreciation Right shall be extinguished.

(i) Applicable Laws or Regulations. The Company’s obligation to sell and deliver stock under the Option is subject to such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations.

Section 6. Stock Appreciation Rights.

(a) The Committee may, in its sole discretion, from time to time grant Stock Appreciation Rights to certain optionees in connection with any Option granted under this Plan. Stock Appreciation Rights may be granted either at the time of the grant of an Option under the Plan or at any time thereafter during the term of the Option. Stock Appreciation Rights may be granted with respect to all or part of the stock under a particular Option.

(b) Stock Appreciation Rights shall entitle the holder of the related Option, upon exercise, in whole or in part, of the Stock Appreciation Rights, to receive payment in the amount and form determined pursuant to subparagraph (iii) of paragraph (c) of this Section 6. Stock Appreciation Rights may be exercised only to the extent that the related Option has not been exercised. The exercise of Stock Appreciation Rights shall result in a pro rata surrender of the related Option to the extent that the Stock Appreciation Rights have been exercised.

(c) Stock Appreciation Rights shall be subject to such terms and conditions which are not inconsistent with the Plan as shall from time to time be approved by the Committee and to the following terms and conditions.

(i) Stock Appreciation Rights shall be exercisable at such time or times and to the extent, but only to the extent, that the Option to which they relate shall be exercisable.

(ii) [Reserved]

(iii) Upon exercise of Stock Appreciation Rights, the holder thereof shall be entitled to elect to receive therefor payment in the form of shares of Common Stock (rounded down to the next whole number so no fractional shares are issued), cash or any combination thereof in an amount equal in value to the difference between the Option Price per share and the fair market value per share of Common Stock on the

4

date of exercise multiplied by the number of shares in respect of which the Stock Appreciation Rights shall have been exercised, subject to any limitation on such amount which the Committee may in its discretion impose. The fair market value of Common Stock shall be deemed to be the mean between the highest and lowest sale prices of the Common Stock on the Consolidated Transaction Reporting System on the date the Stock Appreciation Right is exercised or if no transaction on the Consolidated Transaction Reporting System occurred on such date, then on the last preceding day on which a transaction did take place.

(iv) Any exercise by an officer or director of Stock Appreciation Rights, as well as any election by such officer or director as to the form of payment to such officer or director (Common Stock, cash or any combination thereof), shall be made during the ten-day period beginning on the third business day following the release for publication of any quarterly or annual statement of sales and earnings by the Company and ending on the twelfth business day following the date of such release (“window period”). For purposes hereof officer shall mean only officers who are subject to Section 16(b) of the Securities Exchange Act of 1934, as amended. In the event that a director or officer of the Company subject to Section 16(b) of the Securities Exchange Act of 1934 exercises a Stock Appreciation Right for cash or stock pursuant to this Section 6 during a “window period”, the day on which such right is effectively exercised shall be that day, if any, during such “window period” which is designated by the Committee in its discretion for all such exercises by such individuals during such period. If no such day is designated, the day of effective exercise shall be determined in accordance with normal administrative practices of the Plan.

(d) To the extent that Stock Appreciation Rights shall be exercised, the Option in connection with which such Stock Appreciation Rights shall have been granted shall be deemed to have been exercised for the purpose of the maximum limitations set forth in the Plan under which such Options shall have been granted. Any shares of Common Stock which are not purchased due to the surrender in whole or in part of an Option pursuant to this Section 6 shall not be available for granting further Options under the Plan.

Section 7. Restricted Stock Performance Awards. The Committee may, in its sole discretion, from time to time, make awards of shares of the Company’s Common Stock or awards of units representing shares of the Company’s Common Stock, up to 4,000,000 shares, to such officers and other key employees of the Company and its subsidiaries in such quantity, and on such terms, conditions and restrictions (whether based on performance standards, periods of service or otherwise) as the Committee shall establish (“Restricted Stock”). The terms, conditions and restrictions of any Restricted Stock award made under this Plan shall be set forth in an agreement or agreements between the Company and the recipient of the award.

(a) Issuance of Restricted Stock. The Committee shall determine the manner in which Restricted Stock shall be held during the period it is subject to restrictions.

(b) Stockholder Rights. Beginning on the date of grant of the Restricted Stock award and subject to the execution of the award agreement by the recipient of the award and subject to the terms, conditions and restrictions of the award agreement, the Committee shall determine to what extent the recipient of the award has the rights of a stockholder of the Company including, but not limited to, whether or not the employee receiving the award has the right to vote the shares or to receive dividends or dividend equivalents.

(c) Restriction on Transferability. None of the shares or units of a Restricted Stock award may be assigned or transferred, pledged or sold prior to their delivery to a recipient or, in the case of a recipient’s death, to the recipient’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the Committee may, in its sole discretion, allow for the assignment, transfer or pledge of shares of Restricted Stock, or rights thereto, to other persons or entities, subject to such conditions or limitations as it may establish.

(d) Delivery of Shares. Upon the satisfaction of the terms, conditions and restrictions contained in the Restricted Stock award agreement or the release from the terms, conditions and restrictions of a Restricted Stock

5

award agreement, as determined by the Committee, the Company shall deliver, as soon as practicable, to the recipient of the award, or in the case of his or her death to his or her legal representative or legatee or such other person designated by an appropriate court, a stock certificate for the appropriate number of shares of the Company’s Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.

(e) Taxes. Notwithstanding any other provisions hereof, the Committee may in its absolute discretion provide, with respect to the delivery of shares to a recipient of a Restricted Stock award, that the number of such shares which the recipient thereof shall be entitled to receive and which shall be delivered by the Company shall be (i) the number of shares which would have been delivered in the absence of this Section 7(e), minus (ii) the number of whole shares of Common Stock necessary to satisfy federal, state and/or local tax withholding obligations which are imposed on the Company by applicable law in respect of the delivery of such award (and which may be satisfied by the reduction effected hereby in the number of deliverable shares), it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying such withholding obligations, on the basis of the average of the high and low per share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the date of authorization of delivery by the Committee, or on such reasonable basis for determining fair market value as the Committee may from time to time adopt. Notwithstanding any term or provision of this Section 7(e), in determining the total number of shares which may be sold or awarded under this Plan pursuant to Section 3 hereof, the number of shares withheld in accordance with this Section 7(e) shall be available for issuance under the Plan.

(f) Forfeiture of Restricted Stock. Subject to Section 7(g), all of the restricted shares or units with respect to a Restricted Stock award shall be forfeited and all rights of the recipient with respect to such restricted shares or units shall terminate unless the recipient continues to be employed by the Company or its subsidiaries until the expiration of the forfeiture period and the satisfaction of any other conditions set forth in the award agreement.

(g) Waiver of Forfeiture Period. Notwithstanding any other provisions of the Plan, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any award agreement under certain circumstances (including the death, disability or retirement of the recipient of the award or a material change in circumstances arising after the date of an award) and subject to such terms and conditions (including forfeiture of a proportionate number of the restricted shares) as the Committee shall deem appropriate.

Section 8. Adjustment in Event of Change in Stock. In the event of stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall, subject to the approval of the Board of Directors, appropriately adjust the number and kind of shares available for issuance under the Plan, the number, kind and Option Price of shares subject to outstanding Options and Stock Appreciation Rights and the number and kind of shares subject to an outstanding Restricted Stock award; provided, however, that to the extent permitted in the case of incentive stock options by Sections 422 and 424 of the Internal Revenue Code, in the event that the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, through reorganization, merger, consolidation, liquidation, recapitalization, reclassification, stock split-up, combination of shares or dividend, appropriate adjustment in the number and kind of shares as to which Options may be granted and as to which Options or portions thereof then unexercised shall be exercisable, and in the Option Price thereof, shall be made to the end that the proportionate number of shares or other securities as to which Options may be granted and the optionee’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that any such adjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Internal Revenue Code; and provided, further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 8, any new shares or units issued to a recipient of a Restricted Stock award shall be subject to the same terms, conditions and restrictions as the underlying Restricted Stock award for which the adjustment was made.

6

Section 9. Amendment and Discontinuance. The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not (except as provided in Section 8), without further approval of the stockholders, (i) increase the aggregate number of shares which may be sold or awarded under the Plan; (ii) change the manner of determining the Option Price (other than determining the fair market value of the Common Stock to conform with applicable provisions of the Internal Revenue Code or regulations thereunder); or (iii) extend the term of the Plan or the maximum period during which any Option may be exercised. No amendments, revision or discontinuance of the Plan shall, without the consent of an optionee, in any manner adversely affect his or her rights under any Option theretofore granted under the Plan.

Section 10. Effective Date and Duration. The Plan was adopted by the Board of Directors of the Company on November 29, 1990 and restated on January 31, 1991, subject to approval by the stockholders of the Company at a meeting to be held on April 25, 1991. Neither the Plan nor any option or Stock Appreciation Right or Restricted Stock award shall become binding until the Plan is approved by a vote of the majority of the Company’s outstanding stock. Notwithstanding the foregoing, the provisions set forth in the last sentence of Section 3 and the last sentence of Section 7(e) shall not be effective (i) at any time prior to the effectiveness with respect to the Plan of the revised rules for employee benefit plans under Section 16 of the Securities Exchange Act of 1934 issued by the Securities and Exchange Commission on February 8, 1991, either upon election by the Company or otherwise, unless and until the Committee has received an opinion of counsel to the Company satisfactory to the Committee to the effect that such provisions are not inconsistent with the requirements of Rule 16b-3 under the Securities Exchange Act of 1934 as such rule is in effect prior to May 1, 1991, and (ii) at any time after such effectiveness unless and until the Committee has received such an opinion to the effect that such provisions are not inconsistent with the requirements of Rule 16b-3 as then in effect. No option may be granted and no stock may be awarded under the Plan before November 29, 1990 nor after November 28, 2000. Options granted and stock awarded before November 29, 2000 may extend beyond the date last mentioned in accordance with their terms.

Section 11. Construction and Conditions. The Plan and Options, Restricted Stock awards, and Stock Appreciation Rights granted thereunder shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with such Federal law as may be applicable.

Neither the existence of the Plan nor the grant of any Options or Stock Appreciation Rights or awards of Restricted Stock pursuant to the Plan shall create in any optionee the right to continue to be employed by the Company or its subsidiaries. Employment shall be “at will” and shall be terminable “at will” by the Company or employee with or without cause. Any oral statements or promises to the contrary are not binding upon the Company or the employee.

Section 12. Deferral.

(a) Notwithstanding anything herein to the contrary, an optionee may elect, at the discretion of, and in accordance with rules which may be established by, the Committee, to defer delivery of the proceeds of exercise of an unexercised Option or the corresponding Stock Appreciation Right, provided such election is irrevocable and is made (i) at least six months prior to the date that such Option or the corresponding Stock Appreciation Right otherwise would expire and (ii) at least one month prior to the date such Option or the corresponding Stock Appreciation Right is exercised (or such shorter period as may be determined by the Committee). Upon such exercise, the amount deferred shall be equal in value to the difference between the Option Price per share and the fair market value per share of the Common Stock on the date of exercise (determined in accordance with Section 5(b)), multiplied by the number of shares covered by such exercise and in respect of which the optionee shall have made the deferral election, and shall be credited to an account in the name of the optionee on the books and records of the Company (a “Deferred Compensation Account”) at the date of exercise. A separate Deferred Compensation Account shall be maintained with respect to each Option or corresponding Stock Appreciation Right subject to an effective deferral election.

(b) Interest shall be credited on amounts in the Deferred Compensation Account from the date of exercise of the Option or the corresponding Stock Appreciation Right to the date of payment, as of the last day of each complete calendar month during the deferral period, at the rate of interest determined by the Committee and communicated to the optionees.

7

The value of an optionee’s Deferred Compensation Account shall be payable in a lump sum cash payment or in annual installments over a period not to exceed 10 years or as otherwise determined by the Committee. At the time an optionee makes such deferral election, the optionee shall elect the form of payment and date for lump sum payment or commencement of annual payments of the Deferred Compensation Account, with such date at least one year subsequent to the date of exercise of the Option or corresponding Stock Appreciation Right, but not later than the date of the optionee’s termination of employment with Company. Notwithstanding any election by an optionee, in the event of Disability or death of the optionee, the optionee’s Deferred Compensation Account shall be paid within 90 days in the form of a single lump sum.

(c) Notwithstanding the deferred payment date elected by the optionee, the Committee may, in its discretion, allow for early payment of an optionee’s Deferred Compensation Account in the event of an “unforeseeable emergency.” For this purpose, an unforeseeable emergency shall be defined as an unanticipated emergency that is caused by an event beyond the control of the optionee and that would result in severe financial hardship to the optionee if early withdrawal were not permitted. Any withdrawal on account of an unforeseeable emergency must be limited to the amount necessary to meet the emergency. The above provisions regarding a withdrawal upon an unforeseeable emergency shall be interpreted in accordance with published revenue procedures, regulations, releases or interpretations. In addition, Deferred Compensation Accounts may be distributed on an accelerated basis in the discretion of the Committee.

(d) Optionees have the status of general unsecured creditors of the Company with respect to their Deferred Compensation Accounts, and such accounts constitute a mere promise by the Company to make payments with respect thereto.

(e) An Optionee’s right to benefit payments under the Plan with respect to the Deferred Compensation Accounts may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, attached or garnished by creditors of the optionee or the optionee’s beneficiary and any attempt to do so shall be void.

8

EX-10.15

Exhibit 10.15

Wyeth

1996 STOCK INCENTIVE PLAN

(Initially approved by stockholders on April 23, 1996 and as amended by the Board of Directors

through November 16, 2006)

Section 1. Purpose. The purpose of the 1996 Stock Incentive Plan (the “Plan”) is to provide favorable opportunities for officers and other key employees of Wyeth (the “Company”) and its subsidiaries to acquire shares of Common Stock of the Company or to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for these employees to contribute to the future success and prosperity of the Company, thus enhancing the value of the stock for the benefit of the stockholders, and increase the ability of the Company to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained progress, growth and profitability depend.

Pursuant to the Plan, options to purchase the Company’s Common Stock (“Options”) and Stock Appreciation Rights may be granted and Restricted Stock may be awarded by the Company. Options granted under the Plan may be either incentive stock options, as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or options which do not meet the requirements of said Section 422(b) of the Code, herein referred to as non-qualified stock options.

It is intended, except as otherwise provided herein, that incentive stock options may be granted under the Plan and that such incentive stock options shall conform to the requirements of Section 422 and 424 of the Code and to the provisions of this Plan and shall otherwise be as determined by the Committee and, to the extent provided in the last sentence of Section 2 hereof, approved by the Board of Directors. The terms “subsidiaries” and “subsidiary corporation” shall have the meanings given to them by Section 424 of the Code. All section references to the Code in this Plan are intended to include any amendments or substitutions therefor subsequent to the adoption of the Plan.

Section 2. Administration. The Plan shall be administered by a Compensation and Benefits Committee (the “Committee”) consisting of two or more members of the Board of Directors of the Company, each of whom shall be (i) a “disinterested person” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) an “outside director” within the meaning of Section 162(m) of the Code. The Committee shall have full authority to grant Options and Stock Appreciation Rights, and make Restricted Stock awards, to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management. Notwithstanding the foregoing and anything else in the Plan to the contrary, the Committee may from time to time delegate the Finance Committee of the Company (the “Finance Committee”) the authority to grant, and the Finance Committee shall thereafter have the authority to grant on behalf of the Committee, in accordance with rules and procedures adopted from time to time by the Committee, Options under the Plan with respect to not more than 2,400,000 shares of the Company’s Common Stock in any calendar year to new key employees of the Company and its subsidiaries upon their employment or promotion, provided that such employees are not then subject to Section 16 of the Securities Exchange Act of 1934, as amended, and the effective date of the grant of each such Option shall be deemed for all purposes to be the date the Finance Committee approves such grant. The decisions of the Committee shall be binding and conclusive for all purposes and upon all persons unless and except to the extent that the Board of Directors of the Company shall have previously directed that all or specified types of decisions of the Committee shall be subject to approval by the Board of Directors.

Section 3. Number of Shares. The total number of shares which may be sold or awarded under the Plan and with respect to which Stock Appreciation Rights may be exercised shall not exceed 60,000,000 shares of the Company’s Common Stock. The total number of shares which may be sold or awarded under the Plan to

any optionee (hereinafter defined), including shares for which Stock Appreciation Rights may be exercised, shall not exceed 10% of such number, as and if adjusted, over the life of the Plan. The shares may be authorized and unissued or issued and reacquired shares, as the Board of Directors from time to time may determine. Shares with respect to which Options or Stock Appreciation Rights are not exercised prior to termination of the Option and shares that are part of a Restricted Stock award which are forfeited before the restrictions lapse shall be available for Options and Stock Appreciation Rights thereafter granted and for Restricted Stock thereafter awarded under the Plan, to the fullest extent permitted by Rule 16b-3 under the Exchange Act (if applicable at the time).

Section 4. Participation. The Committee may, from time to time, select and grant Options and Stock Appreciation Rights to officers (whether or not directors) and other key employees of the Company and its subsidiaries (“optionees”) and award Restricted Stock to officers (whether or not directors) and other key employees of the Company and its subsidiaries and shall determine the number of shares subject to each Option or award.

Section 5. Terms and Conditions of Options. The terms and conditions of each Option and each Stock Appreciation Right shall be set forth in an agreement or agreements between the Company and the optionee. Such terms and conditions shall include the following as well as such other provisions, not inconsistent with the Plan, as may be deemed advisable by the Committee:

(a) Number of Shares. The number of shares subject to the Option.

(b) Option Price. The option price per share (the “Option Price”), shall not be less than 100% of the Fair Market Value of a share of the Company’s Common Stock on the date the Option is granted. Fair Market Value of the Common Stock as of any date, shall be deemed to be the closing price of the Common Stock on the Consolidated Transaction Reporting System on such date or if such date is not a trading day, on the most recent trading day prior to such date. Once granted, except as provided in Section 8, the Option Price of outstanding Options may not be reduced, whether by repricing exchange or otherwise.

(c) Date of Grant. Subject to previous directions of the Board of Directors pursuant to the last sentence of Section 2, the date of grant of an Option shall be the date when the Committee meets and awards such Option.

(d) Payment. The Option Price multiplied by the number of shares to be purchased by exercise of the Option shall be paid upon the exercise thereof. Unless the terms of an Option provide to the contrary, upon exercise, the aggregate Option Price shall be payable by delivering to the Company (i) cash equal to such aggregate Option Price, (ii) shares of the Company’s Common Stock owned by the grantee having a fair market value on the day the Company’s Common Stock is quoted on the Consolidated Transaction Reporting System immediately preceding the date of exercise (determined in accordance with Section 5(b) or as otherwise permitted by the Committee) at least equal to such aggregate Option Price, (iii) a combination of any of the above methods which total to such aggregate Option Price, or (iv) any other form of consideration which has been approved by the Committee, including under any approved cashless exercise mechanism; and payment of such aggregate Option Price by any such means shall be made and received by the Company prior to the delivery of the shares as to which the Option was exercised. The right to deliver in full or partial payment of such Option Price any consideration other than cash shall be limited to such frequency as the Committee shall determine in its absolute discretion. A holder of an Option shall have none of the rights of a stockholder until the shares are issued to him or her; provided that if an optionee exercises an Option and the appropriate purchase price is received by the Company in accordance with this Section 5(d) prior to any dividend record date, such optionee shall be entitled to receive the dividends which would be paid on the shares subject to such exercise if such shares were outstanding on such record date.

2

(e) Term of Options. Each Option granted pursuant to the Plan shall be for the term specified in the applicable option agreement (the “Option Agreement”) subject to earlier termination in all cases as provided in paragraph (g) of this Section.

(f) Exercise of Option. Options granted under the Plan may be exercised during the period and in accordance with the conditions set forth in the Plan and the applicable Option Agreement; provided, however, that (i) no option granted under the Plan may be exercisable earlier than the later of (A) one year from the date of grant or (B) the date on which the optionee completes two years of continuous employment with the Company or one or more of its subsidiaries and (ii) in the event of an optionee’s death, Retirement (as defined below) or Disability (as defined below), any options held by such optionee shall become exercisable on his or her Retirement date, the date his or her employment terminates on account of Disability or the date of his or her death provided he or she has been in the continuous employment of the Company or one or more of its subsidiaries for at least two years at such time. No Option may be exercised after it is terminated as provided in paragraph (g) of this Section, and no Option may be exercised unless the optionee, except as provided in paragraph (g) of this Section, is then employed by the Company or any of its subsidiaries and shall have been continuously employed by the Company or one or more of such subsidiaries since the date of the grant of his or her Option. Non-qualified stock options and incentive stock options may be exercised regardless of whether or not other Options granted to the optionee pursuant to the Plan are outstanding or whether or not other stock options granted to the optionee pursuant to any other plan are outstanding.

(g) Termination of Options. An Option, to the extent not validly exercised, shall terminate upon the occurrence of the first of the following events:

(i) On the date specified in the Option Agreement;

(ii) Three years after the date of termination of the optionee’s employment by the Company or its subsidiaries due to “Retirement” (defined as termination of full time employment on or after the earliest retirement age under any qualified retirement plan of the Company or its subsidiaries which covers the optionee, or age 55 with 5 continuous years of such employment if there is no such plan) or “Disability” (defined as disability for purposes of at least one qualified retirement plan or long term disability plan maintained by the Company or its subsidiaries in which the optionee participates), during which three year period the optionee may exercise the Option to the extent he or she was entitled to exercise it at the time of such termination or such shorter period as may be provided in the Option Agreement;

(iii) Three years after the date of the optionee’s death during which three year period the Option may be exercised by the optionee’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to exercise such Option to the extent the optionee was entitled to exercise it at the time of his or her death;

(iv) Three months after termination by the Company or one of its subsidiaries of the optionee’s employment for any reason other than death, Retirement, Disability or deliberate gross misconduct, determined in the sole discretion of the Committee, during which three month period the Option may be exercised by the optionee to the extent the optionee was entitled to exercise it at the time of such termination;

(v) Concurrently with the time of termination by the Company or one of its subsidiaries of the optionee’s employment for deliberate gross misconduct, determined in the sole discretion of the Committee (for purposes only of this subparagraph (v) an Option shall be deemed to be exercised when the optionee has received the stock certificate representing the shares for which the Option was exercised); or

3

(vi) Concurrently with the time of termination by the employee of his or her employment with the Company or one of its subsidiaries for reasons other than Retirement, Disability or death.

Notwithstanding the above, no Option shall be exercisable after termination of employment unless the optionee shall have, during the entire time period in which his or her Options are exercisable, (a) refrained from becoming or serving as an officer, director, partner or employee of any individual proprietorship, partnership or corporation, or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to, and otherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company. If these conditions are not fulfilled, the optionee shall forfeit all rights to any unexercised Option as of the date of the breach of the condition.

Notwithstanding the provisions of subparagraphs (ii) and (iii) of this Section 5(g), an Option granted under the Plan to an optionee who dies or terminates employment due to Retirement or Disability before this Plan is approved by the stockholders of the Company, to the extent not validly exercised, shall terminate three years after the date the Plan is approved by the stockholders of the Company.

Notwithstanding anything to the contrary contained herein or in any Option Agreement, with respect to each Option granted hereunder on or after May 21, 1998, the three year period referred to in each of subparagraph (ii) and (iii) above shall be amended such that such period shall instead terminate on the date referred to in subparagraph (i) above.

(h) Non-transferability of Options and Stock Appreciation Rights. Options and Stock Appreciation Rights shall not be transferable by the optionee other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall during his or her lifetime be exercisable only by the optionee; provided, however, that the Committee may, in its sole discretion, allow for transfer of Options (other than incentive stock options, unless such transferability would not adversely affect incentive stock option tax treatment) to other persons or entities, subject to such conditions or limitations as it may establish to ensure that transactions with respect to Options intended to be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act do not fail to maintain such exemption as a result of the Committee causing Options to be transferrable, or for other purposes; provided further, however, that for any Option that is transferred, other than by the laws of descent and distribution, any related Stock Appreciation Right shall be extinguished.

(i) Applicable Laws or Regulations. The Company’s obligation to sell and deliver stock under the Option is subject to such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations.

(j) Limitations on Incentive Stock Options. To the extent that the aggregate fair market value of the Company’s Common Stock, determined at the time of grant in accordance with the provisions of Section 5(b), with respect to which incentive stock options granted under this or any other Plan of the Company are exercisable for the first time by an optionee during any calendar year exceeds $100,000, or such other amount as may be permitted under the Code, such excess shall be considered non-qualified stock options.

4

Notwithstanding anything in the Plan to the contrary, any incentive stock option granted to any individual who, at the time of grant, is the owner, directly or indirectly, of stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any subsidiary thereof, shall (i) have a term not exceeding five years from the date of grant and (ii) shall have an option price per share of not less than 110% of the fair market value of the Company’s Common Stock on the date the incentive stock option is granted (determined in accordance with the last sentence of Section 5(b)).

Section 6. Stock Appreciation Rights.

(a) The Committee may, in its sole discretion, from time to time grant Stock Appreciation Rights to certain optionees in connection with any Option granted under this Plan and in connection with Options granted under the 1990 and 1993 Stock Incentive Plans and under the 1985 Stock Option Plan. Stock Appreciation Rights may be granted either at the time of the grant of an Option under the Plan or at any time thereafter during the term of the Option, provided such Stock Appreciation Rights may also be granted with respect to outstanding Options under the 1990 and 1993 Stock Incentive Plans and the 1985 Stock Option Plan. Stock Appreciation Rights may be granted with respect to all or part of the stock under a particular Option.

(b) Stock Appreciation Rights shall entitle the holder of the related Option, upon exercise, in whole or in part, of the Stock Appreciation Rights, to receive payment in the amount and form determined pursuant to subparagraph (iii) of paragraph (c) of this Section 6. Stock Appreciation Rights may be exercised only to the extent that the related Option has not been exercised. The exercise of Stock Appreciation Rights shall result in a pro rata surrender of the related Option to the extent that the Stock Appreciation Rights have been exercised.

(c) Stock Appreciation Rights shall be subject to such terms and conditions which are not inconsistent with the Plan as shall from time to time be approved by the Committee and reflected in the applicable Option Agreement (or in a separate document, which shall be considered for purposes of the Plan to be incorporated into and part of the applicable Option Agreement), and to the following terms and conditions.

(i) Stock Appreciation Rights shall be exercisable at such time or times and to the extent, but only to the extent, that the Option to which they relate shall be exercisable.

(ii) [Reserved]

(iii) Upon exercise of Stock Appreciation Rights, the holder thereof shall be entitled to elect to receive therefor payment in the form of shares of the Company’s Common Stock (rounded down to the next whole number so no fractional shares are issued), cash or any combination thereof in an amount equal in value to the difference between the Option Price per share and the fair market value per share of Common Stock on the date of exercise multiplied by the number of shares in respect of which the Stock Appreciation Rights shall have been exercised, subject to any limitation on such amount which the Committee may in its discretion impose. The fair market value of Common Stock shall be deemed to be the mean between the highest and lowest sale prices of the Common Stock on the Consolidated Transaction Reporting System on the date the Stock Appreciation Right is exercised or if no transaction on the Consolidated Transaction Reporting System occurred on such date, then on the last preceding day on which a transaction did take place.

(iv) Any exercise of Stock Appreciation Rights by an officer or director subject to Section 16(b) of the Exchange Act, as well as any election by such officer or director as to the form of payment of

5

Stock Appreciation Rights (Common Stock, cash or any combination thereof), shall be made during the ten-day period beginning on the third business day following the release for publication of any quarterly or annual statement of sales and earnings by the Company and ending on the twelfth business day following the date of such release (“window period”). In the event that such a director or officer exercises a Stock Appreciation Right for cash or stock pursuant to this Section 6 during a “window period”, the day on which such right is effectively exercised shall be that day, if any, during such “window period” which is designated by the Committee in its discretion for all such exercises by such individuals during such period. If no such day is designated, the day of effective exercise shall be determined in accordance with normal administrative practices of the Plan.

(d) To the extent that Stock Appreciation Rights shall be exercised, the Option in connection with which such Stock Appreciation Rights shall have been granted shall be deemed to have been exercised for the purpose of the maximum limitations set forth in the Plan under which such Options shall have been granted. Any shares of Common Stock which are not purchased due to the surrender in whole or in part of an Option pursuant to this Section 6 shall not be available for granting further Options under the Plan.

Section 6A. Deferral.

(a) Notwithstanding anything herein to the contrary, an optionee may elect, at the discretion of, and in accordance with rules which may be established by, the Committee, to defer delivery of the proceeds of exercise of an unexercised Option or the corresponding Stock Appreciation Right, provided such election is irrevocable and is made (i) at least six months prior to the date that such Option or the corresponding Stock Appreciation Right otherwise would expire and (ii) at least one month prior to the date such Option or the corresponding Stock Appreciation Right is exercised (or such shorter period as may be determined by the Committee). Upon such exercise, the amount deferred shall be equal in value to the difference between the Option Price per share and the fair market value per share of the Common Stock on the date of exercise (determined in accordance with Section 5(b)), multiplied by the number of shares covered by such exercise and in respect of which the optionee shall have made the deferral election, and shall be credited to an account in the name of the optionee on the books and records of the Company (a “Deferred Compensation Account”) at the date of exercise. A separate Deferred Compensation Account shall be maintained with respect to each Option or corresponding Stock Appreciation Right subject to an effective deferral election.

(b) Interest shall be credited on amounts in the Deferred Compensation Account from the date of exercise of the Option or the corresponding Stock Appreciation Right to the date of payment, at the rate of interest determined by the Committee and communicated to the optionees. The value of an optionee’s Deferred Compensation Account shall be payable in a lump sum cash payment or in annual installments over a period not to exceed 10 years or as otherwise determined by the Committee. At the time an optionee makes such deferral election, the optionee shall elect the form of payment and date for lump sum payment or commencement of annual payments of the Deferred Compensation Account, with such date at least one year subsequent to the date of exercise of the Option or corresponding Stock Appreciation Right, but not later than the date of the optionee’s termination of employment with Company. Notwithstanding any election by an optionee, in the event of Disability or death of the optionee, the optionee’s Deferred Compensation Account shall be paid within 90 days in the form of a single lump sum.

(c) Notwithstanding the deferred payment date elected by the optionee, the Committee may, in its discretion, allow for early payment of an optionee’s Deferred Compensation Account in the event of an “unforeseeable emergency.” For this purpose, an unforeseeable emergency shall be defined as an unanticipated emergency that is caused by an event beyond the control of the optionee and that would result in severe financial hardship to the optionee if early withdrawal were not permitted. Any withdrawal on account of an unforeseeable emergency must be limited to the amount necessary to meet the emergency. The above

6

provisions regarding a withdrawal upon an unforeseeable emergency shall be interpreted in accordance with published revenue procedures, regulations, releases or interpretations. In addition, Deferred Compensation Accounts may be distributed on an accelerated basis in the discretion of the Committee.

(d) Optionees have the status of general unsecured creditors of the Company with respect to their Deferred Compensation Accounts, and such accounts constitute a mere promise by the Company to make payments with respect thereto.

(e) An optionee’s right to benefit payments under the Plan with respect to the Deferred Compensation Accounts may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, attached or garnished by creditors of the optionee or the optionee’s beneficiary and any attempt to do so shall be void.

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

Section 7. Restricted Stock Performance Awards. The Committee may, in its sole discretion, from time to time, make awards of shares of the Company’s Common Stock or awards of units representing shares of the Company’s Common Stock, up to 8,000,000 shares in the aggregate, to such officers and other key employees of the Company and its subsidiaries in such quantity, and on such terms, conditions and restrictions (whether based on performance standards, periods of service or otherwise) as the Committee shall establish (“Restricted Stock”). The terms, conditions and restrictions of any Restricted Stock award made under this Plan shall be set forth in an agreement or agreements between the Company and the recipient of the award.

(a) Issuance of Restricted Stock. The Committee shall determine the manner in which Restricted Stock shall be held during the period it is subject to restrictions.

(b) Stockholder Rights. Beginning on the date of grant of the Restricted Stock award and subject to the execution of the award agreement by the recipient of the award and subject to the terms, conditions and restrictions of the award agreement, the Committee shall determine to what extent the recipient of the award has the rights of a stockholder of the Company including, but not limited to, whether or not the employee receiving the award has the right to vote the shares or to receive dividends or dividend equivalents.

(c) Restriction on Transferability. None of the shares or units of a Restricted Stock award may be assigned or transferred, pledged or sold prior to their delivery to a recipient or, in the case of a recipient’s death, to the recipient’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the Committee may, in its sole discretion, allow for transfer of shares or units of a Restricted Stock Award to other persons or entities.

(d) Delivery of Shares. Upon the satisfaction of the terms, conditions and restrictions contained in the Restricted Stock award agreement or the release from the terms, conditions and restrictions of a Restricted Stock award agreement, as determined by the Committee, the Company shall deliver, as soon as practicable, to the recipient of the award (or permitted transferee), or in the case of his or her death to his or her legal representative or legatee or such other person designated by an appropriate court, a stock certificate for the appropriate number of shares of the Company’s Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.

(e) Forfeiture of Restricted Stock. Subject to Section 7(f), all of the restricted shares or units with respect to a Restricted Stock award shall be forfeited and all rights of the recipient with respect to such

7

restricted shares or units shall terminate unless the recipient continues to be employed by the Company or its subsidiaries until the expiration of the forfeiture period and the satisfaction of any other conditions set forth in the award agreement.

(f) Waiver of Forfeiture Period. Notwithstanding any other provisions of the Plan, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any award agreement under certain circumstances (including the death, Disability or Retirement of the recipient of the award or a material change in circumstances arising after the date of an award) and subject to such terms and conditions (including forfeiture of a proportionate number of the restricted shares) as the Committee shall deem appropriate.

Section 8. Adjustment in Event of Change in Stock. Subject to Section 9, in the event of stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall, subject to the approval of the Board of Directors, appropriately adjust the number and kind of shares available for issuance under the Plan, the number, kind and Option Price of shares subject to outstanding Options and Stock Appreciation Rights and the number and kind of shares subject to outstanding Restricted Stock awards; provided, however, that to the extent permitted in the case of incentive stock options by Sections 422 and 424 of the Code, in the event that the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, through reorganization, merger, consolidation, liquidation, recapitalization, reclassification, stock split-up, combination of shares or dividend, appropriate adjustment in the number and kind of shares as to which Options may be granted and as to which Options or portions thereof then unexercised shall be exercisable, and in the Option Price thereof, shall be made to the end that the proportionate number of shares or other securities as to which Options may be granted and the optionee’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that any such adjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; and provided, further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 8, any new shares or units issued to a recipient of a Restricted Stock award shall be subject to the same terms, conditions and restrictions as the underlying Restricted Stock award for which the adjustment was made.

Section 9. Effect of a Change of Control.

(a) For purposes of this Section 9, “Change in Control” shall, unless the Board of Directors of the Company otherwise directs by resolution adopted prior thereto or, in the case of a particular award, the applicable award agreement states otherwise, be deemed to occur if (i) any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board of Directors of the Company at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally prior to said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. As used

8

herein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the Company and (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such controlled entity.

(b) Except to the extent reflected in a particular award agreement, in the event of a Change of Control:

(i) notwithstanding any vesting schedule, or any other limitation on exercise or vesting, with respect to an award of Options, Stock Appreciation Rights or Restricted Stock, such Options or Stock Appreciation Rights shall become immediately exercisable with respect to 100 percent of the shares subject thereto, and the restrictions shall expire immediately with respect to 100 percent of such Restricted Stock award; and

(ii) the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options, Stock Appreciation Rights or Restricted Stock awards and pay to the holders thereof, in cash, the value of such awards based upon the highest price per share of Company Common Stock received or to be received by other stockholders of the Company in connection with the Change of Control.

Section 10. Amendment and Discontinuance. The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not (except as provided in Section 8), without further approval of the stockholders, (i) increase the aggregate number of shares with respect to which awards may be made under the Plan; (ii) change the manner of determining the Option Price (other than determining the fair market value of the Common Stock to conform with applicable provisions of the Code or regulations and interpretations thereunder); (iii) extend the term of the Plan or the maximum period during which any Option may be exercised or (iv) make any other change which, in the absence of stockholder approval, would cause awards granted under the Plan which are then outstanding, or which may be granted in the future, to fail to meet the exemptions provided by Rule 16b-3 under the Exchange Act and Section 162(m) of the Code. No amendments, revision or discontinuance of the Plan shall, without the consent of an optionee or a recipient of a Restricted Stock award, in any manner adversely affect his or her rights under any Option theretofore granted under the Plan. No amendments, revision or discontinuance of the Plan shall, without the consent of a Participant, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. Notwithstanding any provision in the Plan to the contrary, the Committee shall have the right to unilaterally amend, revise or discontinue the Plan, and any provision of the Plan and the Committee shall have the right to unilaterally amend, revise or discontinue any Option Agreement or award agreement, any provision of an Option Agreement or award agreement and any Participant elections under an Option Agreement or award agreement, in each case, without the consent of any Participant, where such amendment, revision or discontinuance is necessary or desirable to comply with applicable law or to ensure that, with respect to any Option, Restricted Stock award, Stock Appreciation Right or the cash or shares of common stock into which they are converted, the Participant is not subject to adverse or unintended tax consequences under Section 409A of the Code; provided, however, that, with respect to any Option or Stock Appreciation Right, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock, to the extent that such shares constitute a deferral of compensation for purposes of Section 409A of the Code, unless (i) all arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements are terminated, (ii) no payments, other than payments that would be payable under the terms of such arrangements if the termination had not occurred, are made within 12 months of the termination of such arrangements, (iii) all payments are made within 24 months of the termination of the arrangements and (iv) the Company does not

9

adopt a new arrangement that would be aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at any time within the five years following the date of Plan termination. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section shall be final, conclusive and binding on all persons.

Section 11. Effective Date and Duration. The Plan was adopted by the Board of Directors of the Company on January 25, 1996, subject to approval by the stockholders of the Company at a meeting to be held in April 1996. Neither the Plan nor any Option or Stock Appreciation Right or Restricted Stock award shall become binding until the Plan is approved by a vote of the stockholders in a manner which complies with Rule 16b-3 promulgated pursuant to the Exchange Act and Sections 162(m) and 422(b)(1) of the Code. No Option may be granted and no stock may be awarded under the Plan before January 25, 1996 nor after January 24, 2006.

Section 12. Tax Withholding. Notwithstanding any other provision of the Plan, the Company or its subsidiaries, as appropriate, shall have the right to deduct from all awards under the Plan cash and/or stock, valued at fair market value on the date of payment in accordance with Section 5(b), in an amount necessary to satisfy all federal, state or local taxes as required by law to be withheld with respect to such awards. In the case of awards paid in the Company’s Common Stock, the optionee or permitted transferee may be required to pay to the Company or a subsidiary thereof, as appropriate, the amount of any such taxes which the Company or subsidiary is required to withhold, if any, with respect to such stock. Subject in particular cases to the disapproval of the Committee, the Company may accept shares of the Company’s Common Stock of equivalent fair market value in payment of such withholding tax obligations if the optionee elects to make payment in such manner.

Section 13. Construction and Conditions. The Plan and Options, Restricted Stock awards, and Stock Appreciation Rights granted thereunder shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with such federal law as may be applicable.

Neither the existence of the Plan nor the grant of any Options or Stock Appreciation Rights or awards of Restricted Stock pursuant to the Plan shall create in any optionee the right to continue to be employed by the Company or its subsidiaries. Employment shall be “at will” and shall be terminable “at will” by the Company or employee with or without cause. Any oral statements or promises to the contrary are not binding upon the Company or the employee.

Section 14. Section 409A. To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A, the Company intends for the Plan to comply with the standards for nonqualified deferred compensation established by Section 409A (the “409A Standards”). To the extent that any terms of the Plan would subject Participants to gross income inclusion, interest or an additional tax pursuant to Section 409A, those terms are to that extent superseded by the 409A Standards.

10

EX-10.16

Exhibit 10.16

Wyeth

1999 STOCK INCENTIVE PLAN

(As approved by stockholders on April 22, 1999 and as amended by the Board of Directors through November 16, 2006)

Section 1. Purpose. The purpose of the 1999 Stock Incentive Plan (the “Plan”) is to provide favorable opportunities for officers and other key employees of Wyeth (the “Company”) and its subsidiaries to acquire shares of Common Stock of the Company or to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for these employees to contribute to the future success and prosperity of the Company, thus enhancing the value of the stock for the benefit of the stockholders, and increase the ability of the Company to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained progress, growth and profitability depend.

Pursuant to the Plan, options to purchase the Company’s Common Stock (“Options”) and Stock Appreciation Rights may be granted and Restricted Stock may be awarded by the Company. Options granted under the Plan may be either incentive stock options, as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or options which do not meet the requirements of said Section 422(b) of the Code, herein referred to as non-qualified stock options.

It is intended, except as otherwise provided herein, that incentive stock options may be granted under the Plan and that such incentive stock options shall conform to the requirements of Section 422 and 424 of the Code and to the provisions of this Plan and shall otherwise be as determined by the Committee (as hereinafter defined) and, to the extent provided in the last sentence of Section 2 hereof, approved by the Board of Directors. The terms “subsidiaries” and “subsidiary corporation” shall have the meanings given to them by Section 424 of the Code. All section references to the Code in this Plan are intended to include any amendments or substitutions therefor subsequent to the adoption of the Plan.

Section 2. Administration. The Plan shall be administered by a Compensation and Benefits Committee (the “Committee”) consisting of two or more members of the Board of Directors of the Company, each of whom shall be (i) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) an “outside director” within the meaning of Section 162(m) of the Code. The Committee shall have full authority to grant Options and Stock Appreciation Rights, and make Restricted Stock awards, to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management. The decisions of the Committee shall be binding and conclusive for all purposes and upon all persons unless and except to the extent that the Board of Directors of the Company shall have previously directed that all or specified types of decisions of the Committee shall be subject to approval by the Board of Directors. Notwithstanding the foregoing and anything else in the Plan to the contrary, the Committee, in its sole discretion, may delegate the Committee’s authority and duties under the Plan to the Chairman of the Board of Directors and Chief Executive Officer of the Company, as a Board of Directors committee of one under Delaware law, or to any other committee of the Board of Directors, under such conditions and limitations as the Board of Directors or the Committee may from time to time establish, except that only the Committee may make any determinations regarding awards to participants who are subject to Section 16 of the Exchange Act.

Section 3. Number of Shares. The total number of shares which may be sold or awarded under the Plan and with respect to which Stock Appreciation Rights may be exercised shall not exceed 65,000,000 shares of the Company’s Common Stock. The total number of shares which may be sold or awarded under the Plan to any optionee (hereinafter defined), including shares for which Stock Appreciation Rights may be exercised, shall not exceed 10% of such number, as and if adjusted, over the life of the Plan. The shares may be authorized and unissued or issued and reacquired shares, as the Board of Directors from time to time may determine. Shares with respect to which Options or Stock Appreciation Rights are not exercised prior to termination of the Option and shares that

are part of a Restricted Stock award which are forfeited before the restrictions lapse shall be available for Options and Stock Appreciation Rights thereafter granted and for Restricted Stock thereafter awarded under the Plan, to the fullest extent permitted by Rule 16b-3 under the Exchange Act (if applicable at the time).

Section 4. Participation. The Committee may, from time to time, select and grant Options and Stock Appreciation Rights to officers (whether or not directors) and other key employees of the Company and its subsidiaries (“optionees”) and award Restricted Stock to officers (whether or not directors) and other key employees of the Company and its subsidiaries and shall determine the number of shares subject to each Option or award.

Section 5. Terms and Conditions of Options. The terms and conditions of each Option and each Stock Appreciation Right shall be set forth in an agreement or agreements between the Company and the optionee. Such terms and conditions shall include the following as well as such other provisions, not inconsistent with the Plan, as may be deemed advisable by the Committee:

(a) Number of Shares. The number of shares subject to the Option.

(b) Option Price. The option price per share (the “Option Price”), shall not be less than 100% of the Fair Market Value of a share of the Company’s Common Stock on the date the Option is granted. Fair Market Value of the Common Stock as of any date, shall be deemed to be the closing price of the Common Stock on the Consolidated Transaction Reporting System on such date or if such date is not a trading day, on the most recent trading day prior to such date. Once granted, except as provided in Section 8, the Option Price of outstanding Options may not be reduced, whether by repricing exchange or otherwise.

(c) Date of Grant. Subject to previous directions of the Board of Directors pursuant to the last sentence of Section 2, the date of grant of an Option shall be the date when the Committee meets and awards such Option.

(d) Payment. The Option Price multiplied by the number of shares to be purchased by exercise of the Option shall be paid upon the exercise thereof. Unless the terms of an Option provide to the contrary, upon exercise, the aggregate Option Price shall be payable by delivering to the Company (i) cash equal to such aggregate Option Price, (ii) shares of the Company’s Common Stock owned by the grantee having a fair market value on the day the Company’s Common Stock is quoted on the Consolidated Transaction Reporting System immediately preceding the date of exercise (determined in accordance with Section 5(b) or as otherwise permitted by the Committee) at least equal to such aggregate Option Price, (iii) a combination of any of the above methods which total to such aggregate Option Price, or (iv) any other form of consideration which has been approved by the Committee, including under any approved cashless exercise mechanism; and payment of such aggregate Option Price by any such means shall be made and received by the Company prior to the delivery of the shares as to which the Option was exercised. The right to deliver in full or partial payment of such Option Price any consideration other than cash shall be limited to such frequency as the Committee shall determine in its absolute discretion. A holder of an Option shall have none of the rights of a stockholder until the shares are issued to him or her; provided that if an optionee exercises an Option and the appropriate purchase price is received by the Company in accordance with this Section 5(d) prior to any dividend record date, such optionee shall be entitled to receive the dividends which would be paid on the shares subject to such exercise if such shares were outstanding on such record date.

(e) Term of Options. Each Option granted pursuant to the Plan shall be for the term specified in the applicable option agreement (the “Option Agreement”) subject to earlier termination in all cases as provided in paragraph (g) of this Section.

2

(f) Exercise of Option. Options granted under the Plan may be exercised during the period and in accordance with the conditions set forth in the Plan and the applicable Option Agreement; provided, however, that (i) no option granted under the Plan may be exercisable earlier than the later of (A) one year from the date of grant or (B) the date on which the optionee completes two years of continuous employment with the Company or one or more of its subsidiaries, and (ii) in the event of an optionee’s death, Retirement (as defined below) or Disability (as defined below), any options held by such optionee shall become exercisable on his or her Retirement date, the date his or her employment terminates on account of Disability or the date of his or her death provided he or she has been in the continuous employment of the Company or one or more of its subsidiaries for at least two years at such time. No Option may be exercised after it is terminated as provided in paragraph (g) of this Section, and no Option may be exercised unless the optionee is then employed by the Company or any of its subsidiaries and shall have been continuously employed by the Company or one or more of such subsidiaries since the date of the grant of his or her Option, except (x) as provided in paragraph (g) of this Section, and (y) in the case of the optionee’s Retirement or Disability (in which case the optionee may exercise the Option to the extent he or she was entitled to exercise it at the time of such termination or such shorter period as may be provided in the Option Agreement) or death (in which case the Option may be exercised by the optionee’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to exercise such Option to the extent the optionee was entitled to exercise it at the time of his or her death). As used herein, “Retirement” shall mean termination of the optionee’s full-time employment on or after the earliest retirement age under any qualified retirement plan of the Company or its subsidiaries which covers the optionee, or age 55 with 5 continuous years of such employment if there is no such plan and “Disability” shall mean termination of the optionee’s full-time employment for reason of disability for purposes of at least one qualified retirement plan or long term disability plan maintained by the Company or its subsidiaries in which the optionee participates. Non-qualified stock options and incentive stock options may be exercised regardless of whether or not other Options granted to the optionee pursuant to the Plan are outstanding or whether or not other stock options granted to the optionee pursuant to any other plan are outstanding.

(g) Termination of Options. An Option, to the extent not validly exercised, shall terminate upon the occurrence of the first of the following events:

(i) On the date specified in the Option Agreement;

(ii) Three months after termination by the Company or one of its subsidiaries of the optionee’s employment for any reason other than in the case of death, Retirement, Disability or deliberate gross misconduct, determined in the sole discretion of the Committee, during which three month period the Option may be exercised by the optionee to the extent the optionee was entitled to exercise it at the time of such termination;

(iii) Concurrently with the time of termination by the Company or one of its subsidiaries of the optionee’s employment for deliberate gross misconduct, determined in the sole discretion of the Committee (for purposes only of this subparagraph (iii) an Option shall be deemed to be exercised when the optionee has received the stock certificate representing the shares for which the Option was exercised); or

(iv) Concurrently with the time of termination by the employee of his or her employment with the Company or one of its subsidiaries for reasons other than Retirement, Disability or death.

Notwithstanding the above, no Option shall be exercisable after termination of employment unless the optionee shall have, during the entire time period in which his or her Options are exercisable, (a) refrained from becoming or serving as an officer, director, partner or employee of any individual proprietorship, partnership or corporation, or the owner of a business, or a member of a partnership which

3

conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to, and otherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company or, if occurring before termination of employment, would have otherwise constituted deliberate gross misconduct for purposes of Section 5(g)(iii). If these conditions are not fulfilled, the optionee shall forfeit all rights to any unexercised Option as of the date of the breach of the condition.

(h) Non-transferability of Options and Stock Appreciation Rights. Options and Stock Appreciation Rights shall not be transferable by the optionee other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall during his or her lifetime be exercisable only by the optionee; provided, however, that the Committee may, in its sole discretion, allow for transfer of Options (other than incentive stock options, unless such transferability would not adversely affect incentive stock option tax treatment) to other persons or entities, subject to such conditions or limitations as it may establish to ensure that transactions with respect to Options intended to be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act do not fail to maintain such exemption as a result of the Committee causing Options to be transferrable, or for other purposes; provided further, however, that for any Option that is transferred, other than by the laws of descent and distribution, any related Stock Appreciation Right shall be extinguished.

(i) Applicable Laws or Regulations. The Company’s obligation to sell and deliver stock under the Option is subject to such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations.

(j) Limitations on Incentive Stock Options. To the extent that the aggregate fair market value of the Company’s Common Stock, determined at the time of grant in accordance with the provisions of Section 5(b), with respect to which incentive stock options granted under this or any other Plan of the Company are exercisable for the first time by an optionee during any calendar year exceeds $100,000, or such other amount as may be permitted under the Code, such excess shall be considered non-qualified stock options.

Notwithstanding anything in the Plan to the contrary, any incentive stock option granted to any individual who, at the time of grant, is the owner, directly or indirectly, of stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any subsidiary thereof, shall (i) have a term not exceeding five years from the date of grant and (ii) shall have an option price per share of not less than 110% of the fair market value of the Company’s Common Stock on the date the incentive stock option is granted (determined in accordance with the last sentence of Section 5(b)).

Section 6. Stock Appreciation Rights.

(a) The Committee may, in its sole discretion, from time to time grant Stock Appreciation Rights to certain optionees in connection with any Option granted under this Plan and in connection with Options granted under the 1990, 1993 and 1996 Stock Incentive Plans and under the 1985 Stock Option Plan. Stock Appreciation Rights may be granted either at the time of the grant of an Option under the Plan or at any time thereafter during the term of the Option, provided such Stock Appreciation Rights may also be granted with respect to outstanding Options under the 1990, 1993 and 1996 Stock Incentive Plans and the 1985 Stock Option Plan. Stock Appreciation Rights may be granted with respect to all or part of the stock under a particular Option.

(b) Stock Appreciation Rights shall entitle the holder of the related Option, upon exercise, in whole or in part, of the Stock Appreciation Rights, to receive payment in the amount and form determined pursuant to

4

subparagraph (iii) of paragraph (c) of this Section 6. Stock Appreciation Rights may be exercised only to the extent that the related Option has not been exercised. The exercise of Stock Appreciation Rights shall result in a pro rata surrender of the related Option to the extent that the Stock Appreciation Rights have been exercised.

(c) Stock Appreciation Rights shall be subject to such terms and conditions which are not inconsistent with the Plan as shall from time to time be approved by the Committee and reflected in the applicable Option Agreement (or in a separate document, which shall be considered for purposes of the Plan to be incorporated into and part of the applicable Option Agreement), and to the following terms and conditions.

(i) Stock Appreciation Rights shall be exercisable at such time or times and to the extent, but only to the extent, that the Option to which they relate shall be exercisable.

(ii) [Reserved]

(iii) Upon exercise of Stock Appreciation Rights, the holder thereof shall be entitled to elect to receive therefor payment in the form of shares of the Company’s Common Stock (rounded down to the next whole number so no fractional shares are issued), cash or any combination thereof in an amount equal in value to the difference between the Option Price per share and the fair market value per share of Common Stock on the date of exercise multiplied by the number of shares in respect of which the Stock Appreciation Rights shall have been exercised, subject to any limitation on such amount which the Committee may in its discretion impose. The fair market value of Common Stock shall be deemed to be the mean between the highest and lowest sale prices of the Common Stock on the Consolidated Transaction Reporting System on the date the Stock Appreciation Right is exercised or if no transaction on the Consolidated Transaction Reporting System occurred on such date, then on the last preceding day on which a transaction did take place.

(iv) Any exercise of Stock Appreciation Rights by an officer or director subject to Section 16(b) of the Exchange Act, as well as any election by such officer or director as to the form of payment of Stock Appreciation Rights (Common Stock, cash or any combination thereof), shall be made during the ten-day period beginning on the third business day following the release for publication of any quarterly or annual statement of sales and earnings by the Company and ending on the twelfth business day following the date of such release (“window period”). In the event that such a director or officer exercises a Stock Appreciation Right for cash or stock pursuant to this Section 6 during a “window period”, the day on which such right is effectively exercised shall be that day, if any, during such “window period” which is designated by the Committee in its discretion for all such exercises by such individuals during such period. If no such day is designated, the day of effective exercise shall be determined in accordance with normal administrative practices of the Plan.

(d) To the extent that Stock Appreciation Rights shall be exercised, the Option in connection with which such Stock Appreciation Rights shall have been granted shall be deemed to have been exercised for the purpose of the maximum limitations set forth in the Plan under which such Options shall have been granted. Any shares of Common Stock which are not purchased due to the surrender in whole or in part of an Option pursuant to this Section 6 shall not be available for granting further Options under the Plan.

Section 6A. Deferral.

(a) Notwithstanding anything herein to the contrary, an optionee may elect, at the discretion of, and in accordance with rules which may be established by, the Committee, to defer delivery of the proceeds of exercise of an unexercised Option or the corresponding Stock Appreciation Right, provided such election is irrevocable and is made (i) at least six months prior to the date that such Option or the corresponding Stock Appreciation Right

5

otherwise would expire and (ii) at least one month prior to the date such Option or the corresponding Stock Appreciation Right is exercised (or such shorter period as may be determined by the Committee). Upon such exercise, the amount deferred shall be equal in value to the difference between the Option Price per share and the fair market value per share of the Common Stock on the date of exercise (determined in accordance with Section 5(b)), multiplied by the number of shares covered by such exercise and in respect of which the optionee shall have made the deferral election, and shall be credited to an account in the name of the optionee on the books and records of the Company (a “Deferred Compensation Account”) at the date of exercise. A separate Deferred Compensation Account shall be maintained with respect to each Option or corresponding Stock Appreciation Right subject to an effective deferral election.

(b) Interest shall be credited on amounts in the Deferred Compensation Account from the date of exercise of the Option or the corresponding Stock Appreciation Right to the date of payment, at the rate of interest determined by the Committee and communicated to the optionees. The value of an optionee’s Deferred Compensation Account shall be payable in a lump sum cash payment or in annual installments over a period not to exceed 10 years or as otherwise determined by the Committee. At the time an optionee makes such deferral election, the optionee shall elect the form of payment and date for lump sum payment or commencement of annual payments of the Deferred Compensation Account, with such date at least one year subsequent to the date of exercise of the Option or corresponding Stock Appreciation Right, but not later than the date of the optionee’s termination of employment with Company. Notwithstanding any election by an optionee, in the event of Disability or death of the optionee, the optionee’s Deferred Compensation Account shall be paid within 90 days in the form of a single lump sum.

(c) Notwithstanding the deferred payment date elected by the optionee, the Committee may, in its discretion, allow for early payment of an optionee’s Deferred Compensation Account in the event of an “unforeseeable emergency.” For this purpose, an unforeseeable emergency shall be defined as an unanticipated emergency that is caused by an event beyond the control of the optionee and that would result in severe financial hardship to the optionee if early withdrawal were not permitted. Any withdrawal on account of an unforeseeable emergency must be limited to the amount necessary to meet the emergency. The above provisions regarding a withdrawal upon an unforeseeable emergency shall be interpreted in accordance with published revenue procedures, regulations, releases or interpretations. In addition, Deferred Compensation Accounts may be distributed on an accelerated basis in the discretion of the Committee.

(d) Optionees have the status of general unsecured creditors of the Company with respect to their Deferred Compensation Accounts, and such accounts constitute a mere promise by the Company to make payments with respect thereto.

(e) An optionee’s right to benefit payments under the Plan with respect to the Deferred Compensation Accounts may not be anticipated, alienated, sold, transferred, assigned, pledged, encumbered, attached or garnished by creditors of the optionee or the optionee’s beneficiary and any attempt to do so shall be void.

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

Section 7. Restricted Stock Performance Awards. The Committee may, in its sole discretion, from time to time, make awards of shares of the Company’s Common Stock or awards of units representing shares of the Company’s Common Stock, up to 8,000,000 shares in the aggregate, to such officers and other key employees of the Company and its subsidiaries in such quantity, and on such terms, conditions and restrictions (whether based on performance standards, periods of service or otherwise) as the Committee shall establish (“Restricted Stock”). The terms, conditions and restrictions of any Restricted Stock award made under this Plan shall be set forth in an agreement or agreements between the Company and the recipient of the award.

6

(a) Issuance of Restricted Stock. The Committee shall determine the manner in which Restricted Stock shall be held during the period it is subject to restrictions.

(b) Stockholder Rights. Beginning on the date of grant of the Restricted Stock award and subject to the execution of the award agreement by the recipient of the award and subject to the terms, conditions and restrictions of the award agreement, the Committee shall determine to what extent the recipient of the award has the rights of a stockholder of the Company including, but not limited to, whether or not the employee receiving the award has the right to vote the shares or to receive dividends or dividend equivalents.

(c) Restriction on Transferability. None of the shares or units of a Restricted Stock award may be assigned or transferred, pledged or sold prior to their delivery to a recipient or, in the case of a recipient’s death, to the recipient’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the Committee may, in its sole discretion, allow for transfer of shares or units of a Restricted Stock Award to other persons or entities.

(d) Delivery of Shares. Upon the satisfaction of the terms, conditions and restrictions contained in the Restricted Stock award agreement or the release from the terms, conditions and restrictions of a Restricted Stock award agreement, as determined by the Committee, the Company shall deliver, as soon as practicable, to the recipient of the award (or permitted transferee), or in the case of his or her death to his or her legal representative or legatee or such other person designated by an appropriate court, a stock certificate for the appropriate number of shares of the Company’s Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.

(e) Forfeiture of Restricted Stock. Subject to Section 7(f), all of the restricted shares or units with respect to a Restricted Stock award shall be forfeited and all rights of the recipient with respect to such restricted shares or units shall terminate unless the recipient continues to be employed by the Company or its subsidiaries until the expiration of the forfeiture period and the satisfaction of any other conditions set forth in the award agreement.

(f) Waiver of Forfeiture Period. Notwithstanding any other provisions of the Plan, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any award agreement under certain circumstances (including the death, Disability or Retirement of the recipient of the award or a material change in circumstances arising after the date of an award) and subject to such terms and conditions (including forfeiture of a proportionate number of the restricted shares) as the Committee shall deem appropriate.

Section 8. Adjustment in Event of Change in Stock. Subject to Section 9, in the event of stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall, subject to the approval of the Board of Directors, appropriately adjust the number and kind of shares available for issuance under the Plan, the number, kind and Option Price of shares subject to outstanding Options and Stock Appreciation Rights and the number and kind of shares subject to outstanding Restricted Stock awards; provided, however, that to the extent permitted in the case of incentive stock options by Sections 422 and 424 of the Code, in the event that the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, through reorganization, merger, consolidation, liquidation, recapitalization, reclassification, stock split-up, combination of shares or dividend, appropriate adjustment in the number and kind of shares as to which Options may be granted and as to which Options or portions thereof then unexercised shall be exercisable, and in the Option Price thereof, shall be made to

7

the end that the proportionate number of shares or other securities as to which Options may be granted and the optionee’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that any such adjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; and provided, further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 8, any new shares or units issued to a recipient of a Restricted Stock award shall be subject to the same terms, conditions and restrictions as the underlying Restricted Stock award for which the adjustment was made.

Section 9. Effect of a Change of Control.

(a) For purposes of this Section 9, “Change in Control” shall, unless the Board of Directors of the Company otherwise directs by resolution adopted prior thereto or, in the case of a particular award, the applicable award agreement states otherwise, be deemed to occur if (i) any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board of Directors of the Company at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally prior to said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. As used herein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the Company and (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such controlled entity.

(b) Except to the extent reflected in a particular award agreement, in the event of a Change of Control:

(i) notwithstanding any vesting schedule, or any other limitation on exercise or vesting, with respect to an award of Options, Stock Appreciation Rights or Restricted Stock, such Options or Stock Appreciation Rights shall become immediately exercisable with respect to 100 percent of the shares subject thereto, and the restrictions shall expire immediately with respect to 100 percent of such Restricted Stock award; and

(ii) the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options, Stock Appreciation Rights or Restricted Stock awards and pay to the holders thereof, in cash, the value of such awards based upon the highest price per share of Company Common Stock received or to be received by other stockholders of the Company in connection with the Change of Control.

Section 10. Amendment and Discontinuance. The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not (except as provided in Section 8), without further approval of the stockholders, (i) increase the aggregate number of shares with respect to which awards may be made under the Plan; (ii) change the manner of determining the Option Price (other than determining the fair market value of the Common Stock to conform with applicable provisions of the Code or regulations and interpretations thereunder); (iii) extend the term of the Plan or the maximum period during which any Option may be exercised or (iv) make

8

any other change which, in the absence of stockholder approval, would cause awards granted under the Plan which are then outstanding, or which may be granted in the future, to fail to meet the exemptions provided by Section 162(m) of the Code. No amendments, revision or discontinuance of the Plan shall, without the consent of an optionee or a recipient of a Restricted Stock award, in any manner adversely affect his or her rights under any Option theretofore granted under the Plan. No amendments, revision or discontinuance of the Plan shall, without the consent of a Participant, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. Notwithstanding any provision in the Plan to the contrary, the Committee shall have the right to unilaterally amend, revise or discontinue the Plan, and any provision of the Plan and the Committee shall have the right to unilaterally amend, revise or discontinue any Option Agreement or award agreement, any provision of an Option Agreement or award agreement and any Participant elections under an Option Agreement or award agreement, in each case, without the consent of any Participant, where such amendment, revision or discontinuance is necessary or desirable to comply with applicable law or to ensure that, with respect to any Option, Restricted Stock award, Stock Appreciation Right or the cash or shares of common stock into which they are converted, the Participant is not subject to adverse or unintended tax consequences under Section 409A of the Code; provided, however, that, with respect to any Option or Stock Appreciation Right, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock, to the extent that such shares constitute a deferral of compensation for purposes of Section 409A of the Code, unless (i) all arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements are terminated, (ii) no payments, other than payments that would be payable under the terms of such arrangements if the termination had not occurred, are made within 12 months of the termination of such arrangements, (iii) all payments are made within 24 months of the termination of the arrangements and (iv) the Company does not adopt a new arrangement that would be aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at any time within the five years following the date of Plan termination. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section shall be final, conclusive and binding on all persons.

Section 11. Effective Date and Duration. The Plan was adopted by the Board of Directors of the Company on January 28, 1999, subject to approval by the stockholders of the Company at a meeting to be held in April 1999. Neither the Plan nor any Option or Stock Appreciation Right or Restricted Stock award shall become binding until the Plan is approved by a vote of the stockholders in a manner which complies with Sections 162(m) and 422(b)(1) of the Code. No Option may be granted and no stock may be awarded under the Plan before January 28, 1999 nor after January 27, 2009.

Section 12. Tax Withholding. Notwithstanding any other provision of the Plan, the Company or its subsidiaries, as appropriate, shall have the right to deduct from all awards under the Plan cash and/or stock, valued at fair market value on the date of payment in accordance with Section 5(b), in an amount necessary to satisfy all federal, state or local taxes as required by law to be withheld with respect to such awards. In the case of awards paid in the Company’s Common Stock, the optionee or permitted transferee may be required to pay to the Company or a subsidiary thereof, as appropriate, the amount of any such taxes which the Company or subsidiary is required to withhold, if any, with respect to such stock. Subject in particular cases to the disapproval of the Committee, the Company may accept shares of the Company’s Common Stock of equivalent fair market value in payment of such withholding tax obligations if the optionee elects to make payment in such manner.

Section 13. Construction and Conditions. The Plan and Options, Restricted Stock awards, and Stock Appreciation Rights granted thereunder shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with such federal law as may be applicable.

9

Neither the existence of the Plan nor the grant of any Options or Stock Appreciation Rights or awards of Restricted Stock pursuant to the Plan shall create in any optionee the right to continue to be employed by the Company or its subsidiaries. Employment shall be “at will” and shall be terminable “at will” by the Company or employee with or without cause. Any oral statements or promises to the contrary are not binding upon the Company or the employee.

Section 14. Section 409A. To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A, the Company intends for the Plan to comply with the standards for nonqualified deferred compensation established by Section 409A (the “409A Standards”). To the extent that any terms of the Plan would subject Participants to gross income inclusion, interest or an additional tax pursuant to Section 409A, those terms are to that extent superseded by the 409A Standards.

10

EX-10.24

Exhibit 10.24

WYETH

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH 1996 STOCK INCENTIVE PLAN

DATE OF GRANT: November 17, 2004

NUMBER OF SHARES SUBJECT

TO AWARD: 30,000

Robert Ruffolo, Jr., Ph.D.

[Address]

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

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

• You have received a copy of the Plan.

• You have read and understood the terms of the Plan and this Agreement, including the requirement that you defer receipt of the shares of Common Stock until after your Separation from Service.

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

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

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

3. Conversion to Common Stock; Contribution to Restricted Stock Trust. Unless the Units have been forfeited prior to the Conversion Date in accordance with the terms of this Agreement, as of the Conversion Date, the following shall apply: (i) the number of Units that would have been earned as of the Conversion Date shall be cancelled; (ii) in exchange for such cancelled

Units, you will have a future right to receive a number of shares of Common Stock equal to the number of Units so cancelled, subject to Paragraph 5(b); and (iii) as of the

Conversion Date, the Company shall contribute, subject to Paragraph 5(b), a number of shares of Common Stock equal to the number of Units cancelled to the Restricted Stock Trust, which shares shall be used to satisfy the Company’s payment obligations to you under your Payment Election and this Agreement, and such shares shall be issued to you as of the Payment Date(s) specified in your Payment Election or Re-Deferral Election, as the case may be, subject to Paragraph 6, 7 or 8.

4. Payment Elections and Re-deferral Elections.

(a) Payment Elections. You are eligible to make a Payment Election to receive the shares of Common Stock issuable to you under the terms of this Agreement in installments rather than in a lump sum (if your Separation from Service is by reason of your Retirement or Disability) or to delay the date of payment in accordance with the attached ANNEX A. To make such a Payment Election, you must complete an election form approved by the Committee that conforms to the terms of ANNEX A and return or otherwise submit such form to the Record Keeper as soon as possible after the date hereof, but in no event later than December 23, 2005. All Payment Elections must comply with the applicable procedures established by the Committee from time to time.

(b) Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to all of the shares of Common Stock earned or eligible to be earned by you under this Agreement following your Separation from Service by reason of Retirement or Disability. Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing and received by the Record Keeper at least one year prior to the Payment Date previously specified in your Payment Election or established under the terms of this Agreement, and (iii) must delay receipt of payment of the amounts otherwise due to you under this Agreement for the minimum re-deferral period required by Section 409A (for example, in the case of the Payment Date for a lump sum, the minimum re-deferral period would be for at least five years following such Payment Date). Notwithstanding anything in this Agreement to the contrary, (A) you will be permitted to make a Re-Deferral Election solely to the extent that such election will not result in adverse or unintended tax consequences to you under Section 409A and (B) issuance of amounts subject to an applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set forth in your Re-Deferral Election solely to the extent necessary to avoid adverse or unintended tax consequences to you under Section 409A.

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

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

(b) Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(b) minus (ii) the number

- 2 -

of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state and local income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of such award, (B) other tax withholding obligations (e.g., Social Security and Medicare) that may be due from time to time under applicable law (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and (C) any administrative fees that may be imposed by the Company, in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(b) and determining your income related to such award, on the basis of the average of the high and low per-share prices for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt. Shares of Common Stock may also be issued and withheld at the time Social Security, Medicare and other wage withholding taxes are due.

(c) Compliance with Section 409A. Issuance of shares of Common Stock under this Agreement shall be made in accordance with the provisions of Section 409A and, to the extent that such shares are issued in connection with your Separation from Service for any reason other than death, such issuance shall be delayed for six months and one day to the extent the Committee determines that such delay is necessary to avoid adverse or unintended tax consequences to you under Section 409A.

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

(a) Prior to Conversion Date. If you incur a Separation from Service prior to the Conversion Date for any reason other than Retirement, Disability or death, you shall forfeit all rights to all Units granted hereunder, and such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such Separation from Service.

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

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

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

- 3 -

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

(a) Prior to Conversion Date. If you incur a Separation from Service prior to the Conversion Date by reason of Retirement, Disability or death, the Units granted hereunder shall be fully vested and the shares of Common Stock in settlement of such Units, if earned, shall be issued in accordance with Paragraph 5 as of the Payment Date(s) specified below:

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

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

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

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

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

(ii) Payment/Re-Deferral Election—Retirement, Disability. If you incur a Separation from Service on or after the Conversion Date by reason of Retirement or Disability and you have shares of Common Stock subject to a Payment Election or

- 4 -

Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, as the case may be, in accordance with Paragraph 5 as of the Payment Date(s) specified in your Payment Election or Re-Deferral Election.

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

8. Distribution in the Event of Financial Hardship.

(a) Requirements. If you incur a Separation from Service by reason of Retirement or Disability and you have shares of Common Stock subject to a Payment Election or Re-Deferral Election, as the case may be, that have not then been issued to you, you may submit a written request for an accelerated issuance of such shares in the event you experience an Unforeseeable Financial Emergency. The Hardship Committee shall evaluate any such request as soon as practicable in accordance with Section 409A. If the Hardship Committee determines in its sole discretion that you are experiencing such an Unforeseeable Financial Emergency, the Hardship Committee shall direct the Company to issue to you, as soon as practicable following such determination, such number of shares of Common Stock held for your account in the Restricted Stock Trust, provided that the value of such shares of Common Stock does not exceed the amount needed to satisfy the Unforeseeable Financial Emergency and the tax liability reasonably anticipated as a result of such issuance of shares. In making its determination, the Hardship Committee shall take into account the extent to which such Unforeseeable Financial Emergency is, or may be, relieved through reimbursement or compensation by insurance or otherwise or by liquidation of your assets (to the extent the liquidation of such assets would not itself cause severe financial hardship).

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

9. Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the award granted hereby shall create any right to continue to be employed by the Company or its subsidiaries, and your employment shall

- 5 -

continue to be at will and terminable at will by the Company. In the event of a conflict between this Agreement and the Plan, the Plan shall govern; provided, however, that nothing in this Paragraph 9 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

10. Definitions and Rules of Construction.

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

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

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

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

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

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

“Company” means Wyeth, a Delaware corporation.

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

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

- 6 -

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

“Exchange Act” means the Securities Exchange Act of 1934 (as amended from time to time).

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

“Payment Date” means the date as of which shares of Common Stock are issued to you in accordance with the terms of this Agreement and any applicable Payment Election and Re-Deferral Election made by you in accordance with the terms hereof; provided, however, that no Payment Date may be earlier than your Separation from Service.

“Payment Election” means your one-time irrevocable election, made in accordance with the terms of Paragraph 4(a), of one or more Payment Dates following your Separation from Service by reason of Retirement or Disability with respect to all of the shares of Common Stock earned and payable to you under this Agreement.

“Plan” means the Wyeth 1996 Stock Incentive Plan, as the same may be amended from time to time. The terms of the Plan constitute a part of this Agreement.

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

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

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

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

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

- 7 -

“Separation from Service” means the termination of your employment from the Company and 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.

“Trust Agreement” means the Restricted Stock Trust Agreement, dated as of April 20, 1994, as amended.

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

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

11. Compliance with Laws.

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

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

(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan, this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3, such provision or action shall be deemed null and void as to you, to the extent permitted by law and deemed advisable by the Committee; provided, however,

- 8 -

that no action shall be taken pursuant to this sentence that could result in adverse or unintended tax consequences to you under Section 409A. Moreover, in the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12. No Change of Control. Notwithstanding the provision(s) of the Plan that address a Change of Control, upon a Change of Control, (A) the date upon and after which the Units shall be converted to shares of Common Stock shall not be accelerated, and (B) the Units shall not be cashed out, in each case, unless and until the Committee determines otherwise in accordance with Section 409A.

WYETH
By:
	Vice President and Treasurer

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

- 9 -

ANNEX A

TERMS AND CONDITIONS OF PAYMENT ELECTIONS

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

1. Your Payment Election applies to all shares of Common Stock earned and issuable under this Agreement and must be made on an election form that conforms to this ANNEX A. Your Payment Election must be submitted to the Record Keeper as soon as possible and by no later than December 23, 2005 or such shorter period as may be required by Section 409A and communicated to you by the Record Keeper.

2. Your Payment Election will not be effective if you incur a Separation from Service other than by reason of Retirement or Disability. You may make a Re-Deferral Election in accordance with Paragraph 4(b) with respect to the shares earned and issuable to you under this Agreement, as long as (i) issuance of such shares has not commenced as of the date of such Re-Deferral Election and (ii) if, prior to such Re-Deferral Election, you incurred a Separation of Service, it was by reason of Retirement.

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

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

5. You must elect to receive payment of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years). The shares of Common Stock earned and issuable under this Agreement will be issued as of your Retirement or a later date selected by you that is one or more years after your Retirement and will be delivered to you as soon as practicable thereafter. You must elect a Payment Date that results in all shares earned and issuable under this Agreement being issued to you no later than the end of the calendar year in which you attain age 80. Any earned and unissued shares will be issued to you by the end of such calendar year, notwithstanding your election.

Beneficiary Designation

In the event of my death, I designate the following beneficiary (ies) to receive any shares of the Company’s Common Stock to be distributed to me or which have been deferred on my behalf to the Restricted Stock Trust under this Agreement together with any dividends thereon.

Beneficiary (ies)

Contingent Beneficiary (ies)

Signature of Executive

Dated:

Witnessed:

EX-10.38

Exhibit 10.38

WYETH

STOCK OPTION PLAN

FOR NON-EMPLOYEE DIRECTORS

(Effective as of March 2, 1999 and as amended by the

Board of Directors through November 16, 2006)

1. Purpose. The purpose of the Wyeth Stock Option Plan for Non-Employee Directors (the “Plan”) is to attract and retain qualified persons who are not employees or former employees of Wyeth (the “Company”) or any of its subsidiaries or affiliates for service as members of the Board of Directors of the Company by providing such members with an interest in the Company’s success and progress by granting them non-qualified options (“Options”) to purchase shares of the Company’s common stock, par value $.33 1/3 per share (the “Common Stock”).

2. Administration. The Plan shall be administered by the Compensation and Benefits Committee or any successor thereto (the “Committee”) of the Board of Directors (the “Board”) of the Company. Questions involving eligibility for grants of Options, entitlement to Options or the operation of the Plan shall be referred to the Committee. All determinations of the Committee shall be conclusive. The Committee may obtain such advice or assistance as it deems appropriate from persons not serving on the Committee.

3. Eligibility and Grants. To be eligible to participate in the Plan, a director must not be an employee or former employee of the Company or any of its subsidiaries or affiliates. On the date in each calendar year of the Annual Meeting of Stockholders of the Company, each eligible director elected at such Annual Meeting shall automatically be granted an Option to purchase 3,000 shares of Common Stock; provided, however, that such amount may be increased or decreased by the Committee in the first calendar quarter of each year to reflect the competitive environment with respect to director compensation. Each eligible director to whom Options are granted is hereinafter referred to as a “Participant.” Each grant of Options shall be evidenced by a written agreement duly executed and delivered by or on behalf of the Company and the Participant.

4. Shares Available. Subject to adjustment as provided in Section 10, the maximum aggregate number of shares of Common Stock which shall be available under the Plan for the issuance upon the exercise of Options is 250,000 shares.

5. Term of Options. Each Option granted under the Plan shall have a term of ten years from the date of grant, subject to earlier termination as provided in Section 8.

6. Option Price. Options are priced at 100% of the fair market value of the Common Stock on the date of grant. Such price shall be subject to adjustment as provided in Section 10. The fair market value of a share of Common Stock shall be deemed to be the closing price of the Common Stock on the Consolidated Transaction Reporting System on such date or if such date is not a trading day, on the most recent trading day prior to such date (“Fair Market Value”).

7. Exercise of Options. (a) Subject to Section 8, each Option shall become 100% exercisable on the later of (i) the date upon which the Participant has served one term-year as a member of the Board since the date the Option was granted (which for these purposes shall mean the period from one Annual Meeting to the subsequent Annual Meeting), and (ii) the date on which the Participant completes two years of continuous service as a director.

(b) An Option may be exercised at any time or from time to time, as to any or all full shares of Common Stock as to which the Option is then exercisable; provided, however, that any such exercise shall be for at least 100 shares of Common Stock or, if less, the total number of shares of Common Stock as to which the Option is then exercisable.

(c) The purchase price of the Common Stock as to which an Option is exercised shall be paid in full at the time of exercise; payment may be made in cash or in shares of Common Stock valued at the number of shares to be purchased multiplied by the option price per share or in any other form of consideration which has been approved by the Committee under the most recent stock option or incentive plan applicable to the executive officers of the Company (the “Stock Incentive Plan”).

8. Completion of Directorship. (a) In the event of the death of a Participant or the termination of a Participant’s service as a director upon retirement after having attained age 65 with at least 10 years of service or on account of disability, any outstanding Options held by a Participant who has completed at least two years of continuous service as a director which are not yet exercisable shall become exercisable on the day following the date of (i) death; (ii) retirement; or (iii) termination of the Participant’s service as a director by reason of disability, as the case may be, and all outstanding Options held by such Participant shall remain exercisable until the tenth anniversary of the date of grant.

(b) In the event of a resignation or a termination of the service of a Participant from the Board (i) for any reason prior to the completion of two years of continuous service as a director; or (ii) thereafter, for any reason other than death, disability or retirement as contemplated under subsection (a) above, any outstanding Options held by such Participant shall expire at the close of business on the effective date of such resignation or termination; provided, however, that the Board may, in its discretion, cause the Options of such Participant to become exercisable, and/or to remain exercisable, for a period of time subsequent to such resignation or termination, but in no event may the Options remain exercisable after the tenth anniversary of the date of grant.

9. Regulatory Compliance and Listing. The issuance or delivery of any shares of Common Stock upon the exercise of Options may be postponed by the Company for such period as may be required to comply with any applicable requirements under the federal securities laws, any applicable listing requirements of any national securities exchange and requirements under any other law or regulation applicable to the issuance or delivery of such shares, and the Company shall not be obligated to issue or deliver any shares of Common Stock if the issuance or delivery of such shares shall constitute a violation of any provision of any law or of any rule or regulation of any governmental authority or any national securities exchange.

2

10. Adjustment in Event of Changes in Capitalization. In the event of a recapitalization, stock split, stock dividend, combination or exchange of shares, merger, consolidation, rights offering, separation, reorganization or liquidation, or any other change in the corporate structure or shares of the Company, the number of shares of Common Stock that may be awarded as Options or that are subject to outstanding Option grants, and the option price per share under outstanding Options, shall be adjusted automatically to prevent dilution or enlargement of rights.

11. Termination or Amendment of the Plan. The Board may at any time terminate the Plan and may from time to time alter or amend the Plan or any part thereof (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Section 9), provided that, unless otherwise required by law, the rights of a Participant with respect to Options granted prior to such termination, alteration or amendment may not be impaired without the consent of such Participant.

12. Miscellaneous. (a) Nothing in the Plan shall be deemed to create any obligation on the part of the Board to nominate any director for reelection by the Company’s shareholders.

(b) The Company shall have the right to require, prior to the issuance or delivery of any Common Stock upon the exercise of Options, payment by the Participant of any taxes required by law with respect to the issuance or delivery of such shares. Such amount may be paid in cash, in shares of Common Stock previously owned by the Participant (based on the Fair Market Value), or a combination of cash and shares of Common Stock.

(c) The shares of Common Stock to be issued upon the exercise of Options under the Plan shall, unless otherwise determined by the Committee, be shares which have been or may be reacquired by the Company.

(d) The Options granted hereunder shall not be transferable by the Participants hereunder otherwise than by will or the laws of descent and distribution except to the extent permitted under the Stock Incentive Plan with respect to executive officers of the Company.

(e) This Plan and Options granted hereunder shall be governed by and construed in accordance with the laws of Delaware and in accordance with such federal laws as may be applicable.

13. Change in Control. Upon the occurrence of a Change in Control, all Options granted under the Plan as of the date of such occurrence (which have not previously expired) will become vested and exercisable and, notwithstanding the provisions of Section 8(b) of the Plan or any other provisions to the contrary, will remain exercisable until the tenth anniversary of the date of grant. Furthermore, upon the occurrence of a Change in Control, the Committee, in its sole discretion and without liability to any person, may take such other actions, if any, as it deems necessary or desirable with respect to any Options granted hereunder so as to substantially preserve the value, rights and benefits thereof. For purposes of this provision, a Change in Control will be deemed to have occurred if:

3

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

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

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

4

EX-10.40

Exhibit 10.40

WYETH SAVINGS PLAN

Third Restatement

Amended Effective as of January 1, 2006

TABLE OF CONTENTS

		Page
ARTICLE 1 INTRODUCTION		1
ARTICLE 2 DEFINITIONS		2
2.1	Account	2
2.2	Affiliate	2
2.3	After-Tax Contributions	2
2.4	After-Tax Contributions Account	3
2.5	Beneficiary	3
2.6	Catch-Up Contributions	3
2.7	Code	3
2.8	Committee	4
2.9	Company	4
2.10	Company Stock	4
2.11	Compensation	4
2.12	Continuous Service	4
2.13	Covered Compensation	5
2.14	Direct Rollover	5
2.15	Distributee	5
2.16	Eligible Retirement Plan	5
2.17	Eligible Rollover Distribution	6
2.18	Employee	7
2.19	Employer	7
2.20	Entry Date	7
2.21	ERISA	7
2.22	Former Participant	7
2.23	Highly Compensated Employee	8
2.24	Hour of Service	8
2.25	Income	9
2.26	Investment Fund	9
2.27	Investment Manager	9
2.28	Leased Employee	10
2.29	Matching Contributions	10
2.30	Matching Contributions Account	10
2.31	Maternity/Paternity Leave	10
2.32	Military Leave	11
2.33	Non-Highly Compensated Employee	11
2.34	Normal Retirement Date	11
2.35	One-Year Period of Severance	11
2.36	Participant	12
2.37	Plan	12
2.38	Plan Administrator	12
2.39	Plan Year	12
2.40	QVEC Account	12

i

2.41	Recordkeeper	12
2.42	Rollover Account	12
2.43	Rollover Contributions	12
2.44	Salary-Deferral Account	13
2.45	Salary-Deferral Contributions	13
2.46	Severance From Employment	13
2.47	Spouse	13
2.48	Temporary Employee	13
2.49	Trust	13
2.50	Trust Fund	14
2.51	Trustee	14
2.52	Valuation Date	14
2.53	Wyeth Common Stock Fund	14
2.54	Words and Headings	14
ARTICLE 3 PARTICIPATION		15
3.1	Date of Participation	15
3.2	Excluded Employees	15
3.3	Reemployment	15
3.4	Collective Bargaining Agreements, Etc.	16
ARTICLE 4 CONTRIBUTIONS		17
4.1	Salary-Deferral Contributions	17
4.2	After-Tax Contributions	17
4.3	Total Amount of Contributions	17
4.4	Catch-Up Contributions	18
4.5	Maximum Amount of Salary-Deferral Contributions	18
4.6	Matching Contributions	19
4.7	Matching Contributions to be made from Earnings and Profits	19
4.8	Changes and Suspensions of Salary-Deferral and After-Tax Contributions	20
4.9	Limitation on Salary-Deferral Contributions.	20
4.10	Limitation on After-Tax Contributions and Matching Contributions	22
4.11	Rollover Contributions From Other Qualified Plans	25
4.12	Automatic Enrollment	26
ARTICLE 5 VESTING		27
5.1	Vesting of Salary Deferral, After-Tax and Rollover Contributions	27
5.2	Vesting of Matching Contributions	27
5.3	Application of Forfeited Amounts.	27
5.4	Forfeiture of Nonvested Matching Contributions.	28
ARTICLE 6 PARTICIPANT’S ACCOUNT		29
6.1	Separate Accounts	29
6.2	Separate Accounting	29
6.3	Valuation of Trust	29
ARTICLE 7 INVESTMENTS		31
7.1	Investment of Participant’s Account	31

ii

7.2	Matching Contributions Account	31
7.3	Investment of Rollover Account	31
7.4	Investment of Income	31
7.5	Temporary Investments and Investment in Wyeth Common Stock	32
7.6	Change in Investment Election for Future Contributions	32
7.7	Change in Investment Election for Existing Account	32
7.8	Return of Matching Contributions	32
ARTICLE 8 DISTRIBUTIONS		33
8.1	Distribution Upon Severance From Employment	33
8.2	Partial Distribution By Former Participants	33
8.3	Distribution After Death	33
8.4	Designation of Beneficiary	34
8.5	Failure to Designate a Beneficiary	34
8.6	Cash-Out	35
8.7	Election of Wyeth Common Stock; Converting Common Stock to Cash.	35
8.8	Time Distributions Are to Begin	35
8.9	Required Minimum Distributions.	36
8.10	Amount of Distribution Cannot be Ascertained or Participant or Beneficiary Cannot be Located	40
8.11	Withholding Tax on Distributions	40
8.12	Plan to Plan Transfers	41
8.13	Rollover of Eligible Rollover Distributions From the Plan.	41
8.14	Qualified Hurricane Katrina Distribution (“QHKD”).	41
ARTICLE 9 WITHDRAWALS		43
9.1	Hardship Withdrawals	43
9.2	Withdrawals of After-Tax Contributions	46
9.3	Age 59 1/2 Withdrawal	46
ARTICLE 10 LOANS		47
10.1	Loans	47
ARTICLE 11 LIMITATIONS ON ANNUAL ADDITIONS		50
11.1	Basic Limitation	50
11.2	Treatment of Similar Plans	50
11.3	Preclusion of Excess Annual Additions	51
11.4	Disposal of Excess Annual Additions	51
ARTICLE 12 TOP HEAVY PLAN RULES		52
12.1	General Rule	52
12.2	Definitions for Purposes of Article 12	52
12.3	Requirements Applicable if Plan is Top Heavy	53
ARTICLE 13 ADMINISTRATION		56
13.1	Savings Plan Committee	56
13.2	Power and Duties of the Plan Administrator	56
13.3	Claims Procedure	58
13.4	Records Management	60
13.5	Forfeited Benefits	60

iii

ARTICLE 14 TRUST		61
14.1	Trust Fund	61
14.2	Administrative Expenses	61
ARTICLE 15FIDUCIARY RESPONSIBILITY		62
15.1	Conduct	62
15.2	Allocation and Delegation of Responsibilities	62
15.3	Co-Fiduciary Responsibility	63
15.4	Duties of Fiduciaries With Respect to Investments	63
ARTICLE 16 AMENDMENT, TERMINATION, AND MERGER		65
16.1	Right to Amend or Terminate the Plan	65
16.2	Termination of the Plan	65
16.3	Merger, Consolidation or Transfer	66
ARTICLE 17 NONALIENATION OF BENEFITS EXCEPT FOR QUALIFIED DOMESTIC RELATIONS ORDERS		67
ARTICLE 18 MISCELLANEOUS PROVISIONS		69
18.1	Plan Not a Contract of Employment	69
18.2	Governing Law	69
18.3	Records and Reports	69
18.4	Wyeth Common Stock	69
18.5	Communications	69
ARTICLE 19 TREATMENT OF RETURNING VETERANS		70
19.1	Applicability and Effective Date	70
19.2	Definitions	70
19.3	Eligibility to Participate	70
19.4	No Break in Service	70
19.5	Vesting Credit	71
19.6	Restoration of Salary-Deferral Contributions and After-Tax Contributions.	71
19.7	Determination of Covered Compensation	71
19.8	Restoration of Matching Contributions	72
19.9	Application of Certain Limitations	72
19.10	Suspension of Loan Repayments	72
19.11	Administrative Rules and Procedures	73

iv

ARTICLE 1 INTRODUCTION

The Wyeth Savings Plan (the “Plan”) is hereby amended and restated in its entirety effective as of January 1, 2006. The Plan was first adopted effective as of April 1, 1985. The Plan was last amended and restated effective January 1, 1997, to comply with the Uruguay Round Agreements Act of 1994 (“GATT”); the Uniform Services Employment and Reemployment Rights Act of 1994 (“USERRA”); the Small Business Job Protection Act of 1996 (“SBJPA”); the Taxpayers Relief Act of 1997 (“TRA 97”); the Internal Revenue Service Restructuring and Reform Act of 1998 (“RRA 98”); and the Community Renewal Tax Relief Act of 2000 (“CRA”) (collectively know as “GUST”).

The rights of any person who terminated employment on or before the Effective Date of this amendment and restatement, including his eligibility for benefits, the amount of benefits and the form in which benefits, if any, shall be paid, shall be determined solely under the terms of the Plan as in effect on the date of his termination of employment, unless such person is thereafter reemployed and again becomes a Participant.

The restated Plan contained herein shall apply to Participants, Beneficiaries of such Participants or alternate payees, who retire, die or terminate employment at any time on or after January 1, 2006 unless a later effective date for any specific provision applies to such Participant, alternate payee or Beneficiary.

1

Article 1 Introduction

ARTICLE 2 DEFINITIONS

As used in this Plan, the following terms shall have the meaning described in this Article Two of the Plan. Additional definitions appear in the Plan.

2.1 Account

Account means the account of a Participant or Beneficiary maintained pursuant to Article Five that consists of the following subaccounts:

(a) After-Tax Contributions Account;

(b) Matching Contributions Account;

(c) QVEC Account;

(d) Rollover Account; and

(e) Salary-Deferral Account.

2.2 Affiliate

Affiliate means any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Company; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code.

2.3 After-Tax Contributions

After-Tax Contributions mean the contributions made to the Plan by a Participant pursuant to Section 4.2 of the Plan.

2

Article 2 Definitions

2.4 After-Tax Contributions Account

After-Tax Contributions Account means the separate subaccount of a Participant’s Account credited with After-Tax Contributions, including gains and losses attributable thereto.

2.5 Beneficiary

Beneficiary means a person or persons designated by a Participant to whom his Account is to be paid in the event of his death pursuant to Section 8.4 of the Plan. The Beneficiary of a married Participant shall be his surviving Spouse, unless such Spouse consents in writing to the designation of another Beneficiary.

2.6 Catch-Up Contributions

Catch-Up Contributions mean Salary-Deferral Contributions made to the Plan by a Participant that are over and above the Applicable Limit. For purposes of determining Catch-Up Contributions, the “Applicable Limit” shall mean (a) the statutory limit with respect to a Salary-Deferral Contributions provided in Section 402(g) of the Code, (b) the limit on Salary-Deferral Contributions that a Participant is permitted to make under the Plan; and (c) the actual deferral percentage limit. Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions. Catch-Up Contributions shall be made in accordance with Section 414(v) of the Code and Section 4.4 of the Plan.

2.7 Code

Code means the Internal Revenue Code of 1986, as amended from time to time.

3

Article 2 Definitions

2.8 Committee

Committee means the Savings Plan Committee of the Company or its designee(s), appointed pursuant to Article Thirteen of the Plan.

2.9 Company

Company means Wyeth.

2.10 Company Stock

Company Stock means the common stock of Wyeth, par value $.33-1/3 per share.

2.11 Compensation

Compensation means a Participant’s regular salary or wages for services rendered to the Employer including overtime, sales bonuses, and commissions, the amount of elective deferrals made pursuant to Sections 125, 132(f)(4), 402(a)(3) or 402(h)(i)(B) of the Code, if applicable, and the amount of Salary-Deferral Contributions made by an Employer on behalf of a Participant to the Plan. The annual Compensation of any Participant shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the “determination period”). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.

2.12 Continuous Service

Continuous Service means the aggregate of the period of elapsed time between the commencement of an Employee’s employment by an Employer and his Severance From Employment, provided that Continuous Service shall include the period following a Severance From Employment if an Employee is reemployed by an Employer within 12 months after such

4

Article 2 Definitions

Severance From Employment. If the Employee’s Severance From Employment occurs while the Employee is otherwise absent from employment, the period following such Severance From Employment shall be counted as Continuous Service only if the Employee is reemployed by an Employer within 12 months following the commencement of such other absence from employment.

2.13 Covered Compensation

Covered Compensation means a Participant’s Compensation excluding deferred compensation, amounts realized from the exercise of a nonqualified stock option or premature distribution of an incentive stock option or the lapse of restrictions applicable to restricted stock or other property, amounts realized from the sale, exchange or other disposition of stock acquired under a stock option, premiums for group term life insurance, other amounts which receive special tax treatment or any benefits derived from the Company’s Performance Incentive Award Program or other bonus or award programs sponsored or maintained by the Company.

2.14 Direct Rollover

Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

2.15 Distributee

Distributee means a Participant or a Former Participant. In addition, the Participant’s, or the Former Participant’s, surviving Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the Spouse or former Spouse.

2.16 Eligible Retirement Plan

Eligible Retirement Plan means an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the

5

Article 2 Definitions

Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code that accepts the Distributee’s Eligible Rollover Distribution. An Eligible Retirement Plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan form this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code.

2.17 Eligible Rollover Distribution

Eligible Rollover Distribution means any distribution of all or any portion of the Plan benefit to the credit of the Distributee, except that an Eligible Rollover Distribution does not include any distribution that is:

(a) One of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specific period of ten years or more;

(b) Any distribution to the extent such distribution is required under Section 401(a)(9) of the Code;

(c) A hardship withdrawal as described in Section 9.1 of the Plan; or

(d) The portion of any distribution which is not includable in gross income (determined without regard to any exclusion of net unrealized appreciation with respect to employer securities). A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of After-Tax Contributions which are not includable in gross income provided, however, that such portion may be transferred to an individual retirement account or annuity described in Section 408(a) or (b) of the Code or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distributions which is includable in gross income and the portion of such distribution which is not so includable.

6

Article 2 Definitions

2.18 Employee

Employee means any person employed by an Employer who receives Compensation from an Employer, including Leased Employees within the meaning of Section 414(n) of the Code and employees of all members of affiliated service groups as defined in Section 414(m) of the Code. The term “Employee” shall exclude any individual retained by an Employer to perform services for an Employer who is classified by an Employer as a fee-for-service worker, temporary worker, an intern, seasonal worker, temporary employee, a co-op student, an employee of a temporary employment agency or independent contractor, regardless of such individual’s status under common law, including any such individual who is or who has been reclassified as an Employee of an Employer for any period by a government agency, a court of competent jurisdiction or any other entity.

2.19 Employer

Employer means the Company and any Affiliate which is a United States corporation not operating primarily in Puerto Rico.

2.20 Entry Date

Entry Date means the first day of a calendar month following the date an Employee satisfies the eligibility requirements of the Plan.

2.21 ERISA

ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.22 Former Participant

Former Participant means a Participant who incurs a Severance From Employment and who has not received a distribution of his entire Account from the Plan.

7

Article 2 Definitions

2.23 Highly Compensated Employee

Highly Compensated Employee is an Employee who:

(a) Was a five percent (5%) owner (as defined in Section 416(i)(1) of the Code and applying the constructive ownership rules of Section 318 of the Code) of an Employer at any time during the Plan Year or the preceding Plan Year, or

(b) For the preceding Plan Year had Compensation in excess of $80,000 (as adjusted by the Secretary of the Treasury pursuant to Section 415(d) of the Code.)

For purposes of this Section 2.23 of the Plan, a former Employee shall be treated as a Highly Compensated Employee if:

(1) Such former Employee was a Highly Compensated Employee when such former Employee incurred a Severance From Employment, or

(2) Such former employee was a Highly Compensated Employee at any time after attaining age 55.

The determination of who is a Highly Compensated Employee shall be made in accordance with Section 414(q) of the Code and the regulations thereunder.

2.24 Hour of Service

Hour of Service with respect to any Plan Year shall include the following:

(a) Each hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Employer. Such hours shall be credited to that Plan Year in which such duties were performed.

(b) Each hour for which back pay, irrespective of mitigation of damages, is awarded or agreed to by an Employer, exclusive of hours previously credited under subparagraph (i), immediately above. Such hours shall be credited to that Plan Year to which such award or agreement pertains, and shall be computed and credited in the manner prescribed in subparagraph (iii) immediately below.

(c) Each hour for which an Employee is paid, or entitled to payment, directly or indirectly (through an insurer, trust fund or otherwise) by an Employer for a period of time during which no duties are performed (irrespective of whether he has ceased to be an Employee) on account of vacation, holiday, illness, incapacity, disability, layoff, jury duty or leave of absence, subject to the following:

8

Article 2 Definitions

(i) Notwithstanding the foregoing, (1) no more than 501 hours shall be credited for any such single continuous period, (ii) no such hours shall be credited if such payment is made under a plan maintained solely for the purpose of complying with the applicable workmen’s compensation, unemployment compensation and disability compensation laws, and (2) no such hours shall be credited for any payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee.

(ii) The rules set forth in paragraphs (b) and (c) of the Department of Labor Regulation Section 2530.200b-2 are hereby incorporated by reference.

(d) Solely for purposes of determining whether a One Year Period of Severance has occurred, each hour (not in excess of 501 hours) for which the Employee is absent from work and during which no duties are performed due to the pregnancy of the Employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or the caring for such child for the period immediately following birth or placement. Any such hour shall be credited to the Plan Year in which such absence begins if, as of the date the absence begins, the Employee has completed less than 501 hours of service; in any other case, such hours shall be credited to the next Plan.

2.25 Income

Income means income with respect to contributions in a Participant’s Account resulting from the investment and reinvestment of such contributions and any increment thereof minus any distributions (and the net proceeds from the sale of any such distributions) with respect to any such investment and increments thereof.

2.26 Investment Fund

Investment Fund means the investment funds available to Participants under the Plan as selected by the Plan Administrator and approved by the Wyeth Retirement Committee from time to time and listed on Schedule A, which is attached hereto and incorporated herein by reference.

2.27 Investment Manager

Investment Manager means an “investment manager,” as defined in Section 3(38) of ERISA, who is appointed by the Company or the Plan Administrator to manage, acquire, or dispose of any assets of the Trust Fund.

9

Article 2 Definitions

2.28 Leased Employee

Leased Employee means any person (other than an Employee of the Employer) who, pursuant to an agreement between an Employer and any other person (the “Leasing Organization”), has performed services for an Employer (or an Employer and related persons determined in accordance with Section 414(n) of the Code) on a substantially full-time basis for a period of at least one-year which services are performed under the primary direction or control of the Employer. In the event a Leased Employee, or an individual who would have been a Leased Employee but for the fact services were performed for an Employer for less than a one year period, becomes eligible to participate in the Plan, all service completed by such individual shall be taken into account for purposes of eligibility and vesting under the Plan.

2.29 Matching Contributions

Matching Contributions mean the contributions made by an Employer to the Plan on behalf of a Participant pursuant to Section 4. 6 of the Plan.

2.30 Matching Contributions Account

Matching Contributions Account means that separate subaccount of the Participant’s Account credited with Matching Contributions including gains and losses attributable thereto.

2.31 Maternity/Paternity Leave

Military/Paternity Leave means an absence from service with an Employer by reason of (a) the pregnancy of the Participant, (b) the birth of the child of a Participant, (c) the placement of a child with the Participant in connection with the adoption of such child by the Participant, or (d) the caring of such child for the period immediately following such birth or placement.

10

Article 2 Definitions

2.32 Military Leave

Military Leave means an absence from service with an Employer by reason of service in the military as defined under the Uniformed Services Employment and Reemployment Act of 1994, as amended (“USERRA”).

2.33 Non-Highly Compensated Employee

Non-Highly Compensated Employee means an Employee who is not a Highly Compensated Employee.

2.34 Normal Retirement Date

Normal Retirement Date means the first day of the calendar month coincident with or immediately following the Participant’s 65th birthday.

2.35 One-Year Period of Severance

One-Year Period of Severance means a 12 consecutive month period beginning on the date the Employee has a Severance From Employment and ending on the first anniversary of such date. In the event of a Participant who is on Maternity/Paternity Leave and such Participant is absent from service beyond the first anniversary of the first date of such absence, the Severance From Employment date for such Participant is the second anniversary of the first date of such absence. The period between the first and second anniversaries of the first date of absence from work is neither a period of service nor a Period of Severance. If such Participant is not reemployed between the first and second anniversaries of the first date of absence, a One Year Period of Severance shall occur. In the case of a part time Employee, a One Year Period of Severance shall be the Plan Year or other applicable computation period during which the Participant has not completed more than 500 Hours of Service.

11

Article 2 Definitions

2.36 Participant

Participant means an Employee who has met the eligibility requirements of Article 3 of the Plan.

2.37 Plan

Plan means the Wyeth Savings Plan, as amended from time to time.

2.38 Plan Administrator

Plan Administrator means the Committee or its successor or designee, as applicable.

2.39 Plan Year

Plan Year means the calendar year.

2.40 QVEC Account

QVEC Account means that separate subaccount of the Participant’s Account that was credited with qualified non-elective contributions gains and losses attributable thereto.

2.41 Recordkeeper

Recordkeeper means the entity or entities selected by the Plan Administrator to maintain records of the Plan and perform such ministerial and nondiscretionary Plan administration functions as determined by the Plan Administrator.

2.42 Rollover Account

Rollover Account means the separate subaccount of a Participant’s Account which is credited with Rollover Contributions including gains and losses attributable thereto.

2.43 Rollover Contributions

Rollover Contributions mean the contributions made to the Plan by a Participant pursuant to Section 4.11 of the Plan.

12

Article 2 Definitions

2.44 Salary-Deferral Account

Salary-Deferral Account means the separate subaccount of a Participant’s Account which is credited with Salary-Deferral Contributions, and Catch-Up Contributions, including gains and losses attributable thereto.

2.45 Salary-Deferral Contributions

Salary-Deferral Contributions mean the contributions made to the Plan by a Participant pursuant to Section 4.1(a) of the Plan.

2.46 Severance From Employment

Severance From Employment means the earliest of the following dates: (a) resignation, (b) discharge, (c) death or (d) retirement. A Severance From Employment shall also occur if an Employee remains continually absent from work (for any reason other than resignation, discharge, retirement or death) on the first anniversary of the first day of absence (except in the case of Military Leave).

2.47 Spouse

Spouse means a person of the opposite sex of an Employee who is recognized as the lawful husband or the lawful wife of the Employee under the laws of the Employee’s state of residence.

2.48 Temporary Employee

Temporary Employee means an Employee who is hired by an Employer for a particular assignment or for a specified period of time.

2.49 Trust

Trust means the trust established under Article Fourteen of the Plan which Trust shall form a part of the Plan.

13

Article 2 Definitions

2.50 Trust Fund

Trust Fund means the assets of the Trust which shall include investments of the Participants’ Accounts.

2.51 Trustee

Trustee means the trustee designated in accordance with the provisions of the Trust.

2.52 Valuation Date

Valuation Date means the date on which the Accounts under the Plan are valued pursuant to Section 6.3 of the Plan.

2.53 Wyeth Common Stock Fund

Wyeth Common Stock Fund means the Investment Fund offered under the Plan that invests primarily in Company Stock, which may also hold be invested in short-term investments to provide liquidity.

2.54 Words and Headings

As used herein, the masculine gender shall be deemed to refer to the feminine and the singular person shall be deemed to refer to the plural, wherever appropriate. The subject headings and subheadings in the Plan are inserted for convenience and reference only, and in the event of any conflict between the text of any provision of the Plan and the heading thereof, the text shall control.

14

Article 2 Definitions

ARTICLE 3 PARTICIPATION

3.1 Date of Participation

(a) Any Employee who was a Participant in the Plan on December 31, 2005 shall continue to be a Participant on and after January 1, 2006.

(b) Subject to the provisions of Section 3.2 of the Plan, an Employee employed by an Employer on or after January 1, 2006, is eligible to participate in the Plan if he is:

(i) Employed in the United States by an Employer or, a citizen of the United States employed outside of the United States (except Employees of a division or subsidiary of the Company operating primarily in Puerto Rico), and would be eligible to participate in the Wyeth Retirement Plan - United States upon his completion of one Year of Eligibility Service (as defined in the Wyeth Retirement Plan); and

(ii) Age 21 or older.

An Employee who satisfies the above requirement shall become a Participant in the Plan as of the Entry Date that follows the later of his date of hire or attainment of age 21.

3.2 Excluded Employees

The following classes of Employees shall not be eligible to participate in the Plan:

(a) An individual who is a Leased Employee of an Employer shall not be eligible to participate in the Plan; and

(b) Employees represented by a collective bargaining unit unless the collective bargaining agreement expressly provides for participation in the Plan.

3.3 Reemployment

A Former Participant who is reemployed by an Employer and is not in an excluded class of Employees described in Section 3.2 of the Plan, shall become a Participant in the Plan on the date he is reemployed and shall be eligible to make contributions to the Plan as of such date. Upon reemployment, such a Former Participant shall be credited with his Continuous Service that he had under the Plan at the time of his prior termination from employment.

15

Article 3 Participation

An Employee who incurs a Severance From Employment before becoming a Participant in the Plan, and is reemployed by an Employer, shall become a Participant in the Plan upon satisfying the eligibility requirements of Section 3.1 of the Plan.

The automatic enrollment provisions of Section 4.12 of the Plan shall apply to an Employee, including a Former Participant, who is reemployed by an Employer on or after January 1, 2007.

3.4 Collective Bargaining Agreements, Etc.

If a Participant becomes covered by a collective bargaining agreement or is otherwise transferred to a position with an Employer that makes him ineligible to participate in the Plan, his participation in the Plan shall cease but he shall not be considered to have terminated employment. If such Employee subsequently ceases to be covered by a collective bargaining agreement or is otherwise transferred to a position that makes him eligible to participate in the Plan, he shall be immediately eligible to participate in the Plan. Notwithstanding the foregoing, an Employee who becomes covered by a collective bargaining agreement that makes him ineligible to participate in the Plan shall be eligible to take a hardship withdrawal or a loan from the Plan pursuant to Section 9.1 and Article Ten of the Plan, respectively.

16

Article 3 Participation

ARTICLE 4 CONTRIBUTIONS

4.1 Salary-Deferral Contributions

(a) Each Participant may authorize his Employer, in the manner prescribed by the Plan Administrator, to contribute to the Trust on his behalf a Salary-Deferral Contribution with respect to each Plan Year which shall be allocated to his Salary-Deferral Account. A Participant may elect to have his before-tax Covered Compensation reduced by a whole percentage from 1% to 16% (effective as of January 1, 2007, 1% to 50%) and allocated to his Salary-Deferral Account. Such Salary-Deferral Contributions shall be remitted to the Plan by the Participant’s Employer as soon as such contributions can reasonably be segregated from the Employer’s general assets after the date on which he could have received such amounts in cash.

(b) Before a contribution is made as a Salary-Deferral Contribution to the Plan, the Plan Administrator may, in its discretion, decide that if the Average Actual Deferral Percentage Test set forth in Section 4.9 of the Plan may not be met, a portion or all of such contribution for a Highly Compensated Employee that would otherwise have been allocated as a Salary-Deferral Contribution shall in lieu thereof be allocated to an After-Tax Contributions Account in accordance with a formula determined by the Plan Administrator.

4.2 After-Tax Contributions

A Participant may elect to reduce his after-tax Covered Compensation, in the manner prescribed by the Plan Administrator, by a stated whole percentage from 1% to 16% (effective January 1, 2007, 1% to 50%) and allocate such amount to his After-Tax Contributions Account.

4.3 Total Amount of Contributions

Notwithstanding Sections 4.1 and 4.2 of the Plan, the combination of Salary-Deferral Contributions and After-Tax Contributions for any Participant shall not be less than 1% nor exceed 16% (effective January 1, 2007, 50%) of the Participant’s Covered Compensation for the Plan Year.

17

Article 3 Contributions

4.4 Catch-Up Contributions

Participants who are eligible to make Salary-Deferral Contributions under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan in implementing the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions.

4.5 Maximum Amount of Salary-Deferral Contributions

The maximum amount of Covered Compensation that a Participant is permitted to defer to the Plan and any qualified plan maintained by an Employer during any Plan Year shall not exceed the dollar limit under Section 402(g) of the Code in effect for such Plan Year, except to the extent permitted under Section 4.4 of the Plan and Section 414(v) of the Code. The dollar limit shall be adjusted by the Secretary of Treasury pursuant to Section 402(g)(5) of the Code.

(a) If a Participant’s Salary-Deferral Contributions reach the maximum limit described in preceding paragraph, the amount of his Covered Compensation that would have been allocated to his Salary-Deferral Account shall be allocated to his After-Tax Contributions Account.

(b) To the extent a Participant’s Salary-Deferral Contributions exceed the dollar limit under Section 402(g) of the Code (“Excess Salary-Deferral Contributions”) and are not reallocated to his After-Tax Contributions Account as described in Section 4.5(a) of the Plan, such Excess Salary-Deferral Contributions, plus any Income and minus any loss allocable thereto, shall be distributed to the Participant no later than April 15.

(c) For the 2006 and 2007 Plan Years, Excess Salary-Deferral Contributions shall be adjusted for any Income or loss between the end of the Plan Year and the date of distribution (the “GAP Period”). The Income or loss allocable to excess deferrals during the GAP Period is the sum of:

18

Article 4 Contributions

(i) The Income or loss allocable to the Participant’s Salary-Deferral Account for the taxable year multiplied by a fraction, the numerator of which is such Participant’s Excess Salary-Deferral Contributions for the year and the denominator is the Participant’s Account balance attributable to Salary-Deferral Contributions without regard to any Income or loss occurring during such taxable year; and

(ii) 10 percent of the amount determined under (i) multiplied by the number of whole calendar months between the end of the Participant’s taxable year and the date of distribution, counting the month of distribution if distribution occurs after the 15th of such month.

Excess Salary-Deferral Contributions shall be treated as Annual Additions unless such amounts are distributed to the Participant no later than April 15 of the year following the year in which such Excess Salary Deferral Contributions are contributed.

4.6 Matching Contributions

An Employer shall contribute to a Participant’s Matching Contributions Account, a Matching Contribution in an amount equal to 50% of up to the first six percent (6%) of Covered Compensation that the Participant elects to either defer as a Salary-Deferral Contribution or make as an After-Tax Contribution to the Plan in a Plan Year. Such Matching Contribution shall be contributed to the Plan in accordance with the Participant’s regularly scheduled payroll period.

4.7 Matching Contributions to be made from Earnings and Profits

Matching Contributions shall only be made out of current income or accumulated retained earnings. Each Employer shall make Matching Contributions only with respect to its own Employees, provided, however, that if an Employer is prevented from making all or part of the Matching Contribution for any Plan Year by reason of insufficient accumulated retained earnings as of the close of such Plan Year, then a contribution equal to the amount which it is prevented from making for such year may be made by the Company if it is not prevented from contributing for such year. The foregoing proviso shall be interpreted in accordance with Section 404(a)(3)(B) of the Code, unless otherwise determined by the Company.

19

Article 4 Contributions

4.8 Changes and Suspensions of Salary-Deferral and After-Tax Contributions

A Participant, in accordance with the procedures prescribed by the Plan Administrator, may change the rate of, or suspend his, Salary-Deferral Contributions (including Catch-Up Contributions) and After-Tax Contributions once each calendar month. Such change, or suspension, shall be effective on the first pay day of the following month.

4.9 Limitation on Salary-Deferral Contributions

(a) Actual Deferral Percentage Test. An Employer shall not permit a Participant to defer an amount of Covered Compensation that would cause the Plan to not satisfy at least one of the following tests in any Plan Year:

(i) The Actual Deferral Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the current year’s Actual Deferral Percentage for all other eligible Employees who are Non-Highly Compensated Employees for the current Plan Year multiplied by 1.25; or

(ii) The Actual Deferral Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the current year’s Actual Deferral Percentage for all other eligible Employees who are Non-Highly Compensated Employees for the current Plan Year multiplied by 2.0, provided that the Actual Deferral Percentage for the group of Highly Compensated Employees does not exceed the Actual Deferral Percentage of all other eligible Employees who are Non-Highly Compensated Employees for the current Plan Year by more than two (2) percentage points.

In applying the foregoing limitations, an Employee is a Highly Compensated Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, an Employee is a Non-Highly Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for that Plan Year. The Actual Deferral Percentage for a specified group of Employees for an applicable Plan Year shall be the average of ratios (calculated separately for each Employee in such group) of (1) the amount of Salary-Deferral Contributions actually paid over to the Trust on behalf of each such Employee for such Plan Year, to (2) the Employee’s Compensation for that portion of the applicable Plan Year during which the Employee was eligible to participate. In computing the Actual Deferral Percentage, Salary-Deferral Contributions shall not include any amounts properly returned to (3) the Participant as excess Annual Additions under Article Eleven of the Plan; or (4) a Non-Highly Compensated Employee as Excess Salary-Deferral

20

Article 4 Contributions

Contributions under Section 4.5 of the Plan. The Actual Deferral Percentage for a Participant who makes no Salary-Deferral Contributions during a Plan Year shall be 0%. Contributions taken into account for purposes of determining the Actual Deferral Percentage test must be made before the last day of the twelve-month period immediately following the Plan Year to which the contributions relate. In the event Salary-Deferral Contributions are used to satisfy the Average Contribution Percentage test under Section 4.10 of the Plan, the Actual Deferral Percentage test must be satisfied both with and without inclusion of the Salary-Deferral Contributions used in the Average Contribution Percentage test.

The Actual Deferral Percentage for any Employee who is a Highly Compensated Employee for the Plan Year and who has Salary-Deferral Contributions allocated to his account under two or more plans of an Employer, shall be determined as if all such contributions were made under a single plan. If the above plans have different plan years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement.

In the event that this Plan satisfies the requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with this Plan, then this Section 4.9 of the Plan shall be applied by determining the Actual Deferral Percentages of Participants as if all such plans were a single plan. Plans may be aggregated to satisfy Section 401(k) of the Code only if they have the same plan year and use the same Actual Deferral Percentage testing method.

An Employer shall maintain records sufficient to demonstrate satisfaction of the Actual Deferral Percentage test. The determination and treatment of the Actual Deferral Percentage amounts of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(b) Excess Contributions. Notwithstanding the foregoing paragraph, with respect to any Plan Year in which Salary-Deferral Contributions on behalf of Highly Compensated Employees exceed the applicable limit, the Plan Administrator shall reduce the amount of the Excess Contributions made on behalf of the Highly Compensated Employees (determined by reducing such contributions in order of actual deferral percentages beginning with the highest), and shall distribute any Excess Contributions which exist after such reduction, as adjusted by the Income or loss allocable to such Excess Contributions, to the affected Highly Compensated Employees no later than March 15 of the year following the Plan Year in which any such Excess Contributions arose, but in no event shall such amounts be distributed later than the end of the Plan Year following the Plan Year for which such Excess Contributions were allocated. Excess Contributions are allocated to the Highly Compensated Employees with the largest amount of Salary-Deferral Contributions taken into account in calculating the Actual Deferral Percentage test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of Salary-Deferral Contributions and continuing in descending order

21

Article 4 Contributions

until all Excess Contributions have been allocated. For purposes of the preceding sentence, the “largest amount” is determined after distribution of any Excess Contributions.

For purposes of this Section 4.9(b) of the Plan, “Excess Contributions” shall mean, with respect to any Plan Year, the aggregate amount of Employer contributions actually taken into account in computing the Actual Deferral Percentage of the Highly Compensated Employees over the maximum amount of such contributions permitted by the Actual Deferral Percentage test. The Income or loss allocable to the Excess Contributions shall be the amount determined by multiplying the Income or loss allocable to the Participant’s accounts containing the Excess Contributions for the Plan Year by a fraction, the numerator of which is the Excess Contributions on behalf of the Participant for the Plan Year and the denominator of which is the Participant’s account balance in his accounts containing the Excess Contributions as of the Valuation Date of the Plan Year in which the Excess Contribution is made without regard to any gain or loss allocable to such total amount for the Plan Year.

For the 2006 and 2007 Plan Years, Excess Contributions shall be adjusted for any Income or loss during the GAP Period as defined in Section 4.5 of the Plan. The Income or loss allocable to Excess Contributions during the GAP Period is the sum of: (i) the Income or loss allocable to the Participant’s Salary-Deferral Contribution Account for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s Excess Contributions for the year and the denominator is the Participant’s account balance attributable to Salary-Deferral Contributions as of the beginning of the Plan Year and Salary-Deferral Contributions made during the Plan Year; and (ii) 10 percent of the amount determined under (i) multiplied by the number of whole calendar months between the end of the Plan Year and the date of distribution, counting the month of distribution if distribution occurs after the 15th of such month.

4.10 Limitation on After-Tax Contributions and Matching Contributions

(a) Actual Contribution Percentage Test. An Employer shall not make Matching Contributions to the Plan which would cause the Plan not to satisfy at least one of the following tests in any Plan Year:

(i) The Average Contribution Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the current year’s Average Contribution Percentage for all other eligible Employees who are Non-Highly Compensated Employees in the current Plan Year multiplied by 1.25; or

(ii) The Average Contribution Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the current year’s Average Contribution Percentage for all other eligible Employees who are Non-Highly Compensated Employees in the current Plan Year multiplied by 2.0, provided that the Average Contribution Percentage for the group of

22

Article 4 Contributions

Highly Compensated Employees does not exceed the Average Contribution Percentage for all other eligible Employees who are Non-Highly Compensated Employees in the current Plan Year by more than two (2) percentage points.

A Participant is a Highly Compensated Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant is a Non-Highly Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for that Plan Year. For purposes of this Section 4.10 of the Plan, the Average Contribution Percentage for a specified group of Employees shall be the average of the ratios (calculated separately for each Employee in the group) of (i) the matching contributions under the Plan on behalf of the Employee for the applicable Plan Year, to (ii) the Employee’s Compensation for that portion of the applicable Plan Year during which the Employee was eligible to participate. For purposes of this Section 4.10 of the plan, the Contribution Percentage for any Participant who makes no After-Tax Contributions or does not receive a Matching Contribution shall be 0%. For purposes of determining Contribution Percentages, Salary-Deferral Contributions are considered to have been made in the Plan Year in which contributed to the Trust.

Contributions shall be considered made for a Plan Year if made no later than the end of the twelve-month period beginning on the day after the close of the Plan Year. In computing Contribution Percentages, the Plan Administrator may include Excess Salary-Deferral Contributions, except for Excess Salary-Deferral Contributions which are properly distributed as excess Annual Additions.

In computing Contribution Percentages, the Plan Administrator shall not include Matching Contributions that are forfeited either to correct Excess Aggregate Contributions or because the contributions to which the Matching Contributions relate are Excess Salary-Deferral Contributions, Excess Contributions or Excess Aggregate Contributions.

In the event that this Plan satisfies the requirements of Section 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Section 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with this Plan, then this Section 4.10 of the Plan shall be applied by determining the Contribution Percentages of Participants as if all such plans were a single plan. Plans may be aggregated in order to satisfy Section 401(m) of the Code only if they have the same Plan Year and use the same Average Contribution Percentage testing method.

In the event that the Actual Contribution Percentage for Highly Compensated Employees exceeds the percentage permitted above, the excess aggregate Matching Contributions and After-Tax Contributions, if any, attributable to each Highly Compensated Employee shall be determined above. The portion of the excess which consists of After-Tax Contributions (together with the Income, or

23

Article 4 Contributions

less the loss, allocable to such contributions) shall be distributed first. The Employee shall forfeit all or a sufficient portion of such amount as consists of Matching Contributions (together with the Income, or less the loss, allocable to such contributions). The Plan Administrator shall direct the Trustee to distribute not later than the next following March 15 to the Employee such designated amount (together with any Income, or reduced by any loss, allocable to it). The Income or loss allocable to the Employee’s forfeited Matching Contributions or his designated amount of After-Tax Contributions shall be determined by multiplying the Income or loss allocable for the Plan Year to the Employee’s total Matching Contributions (or his Additional After-Tax Contributions) for the Plan Year and the denominator of which is the sum of the Participant’s account balances attributable to Matching Contributions (or After-Tax Contributions) on the last day of the Plan Year.

(b) Excess Aggregate Contributions. “Excess Aggregate Contributions” shall mean, with respect to any Plan Year, the excess of the aggregate amount taken into account in computing the numerator of the Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan Year, over the maximum aggregate amount permitted by the Average Contribution Percentage test (determined by reducing contributions made on behalf of Highly Compensated Employees in order of their Contribution Percentages beginning with the highest of such percentages). The determination of Excess Aggregate Contributions shall be made pursuant to this Section 4.10 of the Plan. The Excess Aggregate Contributions to be distributed to a Participant shall be adjusted by the Income or loss allocable to such Excess Aggregate Contribution. The Income or loss allocable to the Excess Aggregate Contributions shall be the amount determined by multiplying the Income or loss allocable to the Participant’s Account containing the excess amounts for the Plan Year by a fraction, the numerator of which is the Excess Aggregate Contributions on behalf of the Participant for the Plan Year and the denominator of which is the Participant’s account balance in the accounts containing the excess amounts as of the last Valuation Date of the Plan Year in which the Excess Aggregate Contribution is made without regard to any gain or loss allocable to such total amount.

For the 2006 and 2007 Plan Years, Excess Aggregate Contributions shall be adjusted for any Income or loss during the GAP Period as defined in Section 4.5 of the Plan. The Income or loss allocable to Excess Aggregate Contributions during the GAP Period is the sum of: (1) the Income or loss allocable to the Participant’s After-Tax Contributions Account and Matching Contributions Account, and if applicable, Salary-Deferral Contributions Account for the Plan Year (provided such accounts are not used in the ADP test) multiplied by a fraction, the numerator of which is such Participant’s Excess Aggregate Contributions for the year and the denominator is the Participant’s account balance(s) attributable to the Excess Aggregate Contribution amounts without regard to any Income or loss occurring during such Plan Year; and (2) 10 percent of the amount determined under (1) multiplied by the number of whole calendar months between the end of the Plan Year and the date of distribution, counting the month of distribution if distribution occurs after the 15th of such month.

24

Article 4 Contributions

4.11 Rollover Contributions From Other Qualified Plans

A Participant, with the approval of the Plan Administrator (or its delegate) and upon a determination by the Plan Administrator that a distributing plan is an Eligible Retirement Plan, may make, and that Plan shall accept, a Rollover Contribution on the Participant’s behalf. The Rollover Contributions shall be subject to all of the terms and conditions of the Plan after it is rolled over, and shall be fully vested at all times. The Rollover Contribution shall be deposited in the Participant’s Rollover Account and invested in accordance with the Participant’s investment elections in effect at the time of the Rollover Contribution. The Plan Administrator (or its delegate) may require a Participant to furnish such evidence as the Plan Administrator may deem necessary or appropriate.

For purposes of this Section 4.11 of the Plan, a Rollover Contribution means an Eligible Rollover Distribution within the meaning of Section 402(c)(4) of the Code; and

(a) A contribution by a Participant of a distribution received from a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code, including After-Tax Contributions, provided the Participant makes the contribution within 60 days of his receipt of a distribution which satisfied the requirements of Section 402(c)(1) of the Code; or

(b) A direct transfer of the Participant’s interest from the trustee of a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code, including after tax contributions.

The Plan Administrator shall accept distributions made from any defined benefit pension plan maintained by the Company which is qualified under Section 401(a) of the Code provided, however, if the distribution is payable to the Participant, the Rollover Contribution must be received by the Plan no later than the 60^th day after the distribution was payable to the Participant.

25

Article 4 Contributions

4.12 Automatic Enrollment

(a) This Section 4.12 of the Plan shall apply to Employees who become Participants in the Plan on or after January 1, 2007 and Employees (including Former Participants) who are reemployed by an Employer on or after January 1, 2007.

(b) Each Participant who does not affirmatively elect to, or not to, make Salary-Deferral Contributions or After-tax Contributions to the Plan shall automatically have his before-tax Covered Compensation reduced by 3% and have such amount contributed to the Plan as Salary-Deferral Contributions beginning with the first day of the first administratively practicable payroll period following the date the employee becomes a Participant.

(c) Each year thereafter, such Participant shall be deemed to have elected to increase his Salary-Deferral Contribution election by one percent (1%) per year until his Salary-Deferral Contribution level is six percent (6%) of his Covered Compensation.

(d) Absent a direction by the Participant pursuant to Article Seven of the Plan, Salary-Deferral Contributions made pursuant to this Section 4.12 of the Plan shall be invested in a default Investment Fund designated by the Plan Administrator from time to time.

(e) This Section 4.12 of the Plan shall cease to apply to a Participant who makes election to increase or decrease the amount of, or cease making, Salary-Deferral Contributions to the Plan.

26

Article 4 Contributions

ARTICLE 5 VESTING

5.1 Vesting of Salary Deferral, After-Tax and Rollover Contributions

A Participant shall be fully vested at all times in the portion of his Account attributable to his Salary-Deferral Account, After-Tax Contributions Account and Rollover Account.

5.2 Vesting of Matching Contributions

A Participant shall be vested in the portion of his Account attributable to his Matching Contributions Account in accordance with the following schedule:

Years of Continuous Service	Vesting Percentage
After 1 Year	0%
After 2 Years	25%
After 3 Years	50%
After 4 Years	75%
After 5 Years	100%

Notwithstanding the foregoing, a Participant shall be fully vested in his Matching Contributions Account upon the first to occur of:

(a) The attainment of Normal Retirement Date;

(b) The Participant’s death; or

(c) Upon termination of the Plan or complete cessation of contributions to the Plan, or to the extent that the Participant is affected, a partial termination of the Plan.

5.3 Application of Forfeited Amounts

Amounts forfeited by a Participant shall be applied against the amount of Matching Contributions to be made by the Participant’s Employer for that Plan Year in accordance with rules established by the Plan Administrator.

27

Article 5 Vesting

5.4 Forfeiture of Nonvested Matching Contributions

The nonvested portion of a Participant’s Account shall be forfeited upon distribution of his Account in a lump-sum payment. Such nonvested portion shall be restored only if the Participant is reemployed prior to incurring five consecutive One-Year Periods of Severance.

Notwithstanding the foregoing, a Participant shall not incur a One-Year Period of Severance with respect to any period during which he is on a leave of absence under the federal Family and Medical Leave Act, Maternity/Paternity Leave or Military Leave.

28

Article 5 Vesting

ARTICLE 6 PARTICIPANT’S ACCOUNT

6.1 Separate Accounts

The Trustee shall maintain separate accounts for each Participant and Former Participant in the Trust. Each Participant’s or Former Participant’s Account shall be divided into separate subaccounts: the Salary-Deferral Account, QVEC Account, the After-Tax Contributions Account and the Matching Contributions Account and the Rollover Account.

6.2 Separate Accounting

The amounts in a Participant’s Salary-Deferral Account, QVEC Account, After-Tax Contributions Account, Matching Contributions Account and Rollover Account shall at all times be separately accounted for by adjusting such accounts for withdrawals, distributions and contributions. Withdrawals, distributions, forfeitures (from Matching Contributions Accounts), and other credits or charges shall be separately allocated among Salary-Deferral Accounts, After-Tax Contributions Accounts, Matching Contributions Accounts, and Rollover Accounts on a reasonable and consistent basis.

6.3 Valuation of Trust

The assets of the Participants’ Accounts shall be held by the Trustee in the Trust. The assets of the Trust Fund shall be valued by the Trustee at the close of each business day. In making such valuation, the Trustee shall take into account earnings or losses of the Trust Fund net of reasonable expenses and capital appreciation or depreciation in such assets whether or not realized. The method of valuation shall be determined by the Trustee, and shall be followed with reasonable consistency from period to period. The amount credited to the Accounts of all Participants shall be adjusted as of each Valuation Date so as to be equal to the value of such

29

Article 6 Participant’s Account

assets on such date. The settlement of the Accounts of a Participant shall be based upon the amount credited to his Accounts (pursuant to Article Seven of the Plan) as of the most recent valuation completed prior to issuance of payments provided the Participant submits all documentation required to make settlement in the form, time and manner prescribed by the Plan Administrator. In making the adjustments, the Participants’ Accounts shall be reduced by any payments made from the Participants’ Accounts and increased by any contributions made since the last adjustment.

30

Article 6 Participant’s Account

ARTICLE 7 INVESTMENTS

7.1 Investment of Participant’s Account

Salary-Deferral Contributions shall be paid to the Trustee and allocated to the Participant’s Salary-Deferral Account. After-Tax Contributions shall be paid to the Trustee and allocated to the Participant’s After-Tax Contributions Account. A Participant may elect to have amounts credited to his Salary-Deferral Account, After-Tax Contributions Account, Matching Contributions Account and Rollover Account invested in the Investment Funds in whole percentages, in such a manner that the combination of the percentage for each Investment Fund equals 100%. A Participant shall not be required to invest each type of contribution in the same Investment Funds.

7.2 Matching Contributions Account

Matching Contributions shall be made by an Employer in the form of cash, which shall be allocated to the Participant’s Matching Contributions Account and invested in the Investment Funds as directed by the Participant.

7.3 Investment of Rollover Account

Rollover Contributions made to the Plan by a Participant in accordance with Section 4.11 of the Plan, shall be allocated to the Participant’s Rollover Account and invested in the Investment Funds as directed by the Participant.

7.4 Investment of Income

Income received from investments in the Investment Funds in the Account of a Participant shall be reinvested in the Investment Fund from which it is derived.

31

Article 7 Investments and Other Provisions Affecting Contributions

7.5 Temporary Investments and Investment in Wyeth Common Stock

The assets of the Trust Fund may be invested in the Wyeth Common Stock Fund, without regard to the percentage of the total fair market value of the Trust Fund or any Participant’s Account which the Wyeth Common Stock Fund comprises. Pending investment or reinvestment or pending payments or distribution, all or part of the Trust Fund may be invested temporarily in accounts with financial institutions or short-term financial instruments.

7.6 Change in Investment Election for Future Contributions

A Participant may change his investment election for his future Salary-Deferral Contributions, After-Tax Contributions and Rollover Contributions by contacting the Trustee/Recordkeeper on any business day. The Plan Administrator may issue rules for such changes in investment elections including rules with respect to the time, manner and form in which such changes are made.

7.7 Change in Investment Election for Existing Account

A Participant or Former Participant may transfer all or a portion of his Account in any of the Investment Funds to another Investment Fund available under the Plan by contacting the Trustee/Recordkeeper on any business day. Such a transfer shall be subject to any transfer restrictions imposed by the Investment Fund’s management as set forth in a prospectus with respect to that Investment Fund. The Plan Administrator may issue rules for such changes in investment elections, including rules with respect to the time, manner and form in which such changes are made.

7.8 Return of Matching Contributions

In the event a Matching Contribution (a) is made under a mistake of fact, or (b) is conditioned upon deduction of the contribution under Section 404 of the Code and such deduction is disallowed, or (c) is conditioned upon qualification of the Plan under Section 401(a) of the Code and the Plan does not so qualify, such contribution may be returned to the Employer within ninety days after the payment of the contribution, the disallowance of the deduction, or the date of denial of the Plan qualification, whichever is applicable.

32

Article 7 Investments and Other Provisions Affecting Contributions

ARTICLE 8 DISTRIBUTIONS

8.1 Distribution Upon Severance From Employment

Upon incurring a Severance From Employment, if the value of a Participant’s vested Account exceeds $1,000, his Account shall not distributed without his consent before his Normal Retirement Date. If a Participant incurs a Severance From Employment on or after his Normal Retirement Date, the Participant’s Accounts shall be distributed to him in a lump-sum payment in cash, unless he elects, pursuant to Section 8.7 of the Plan, to receive the portion of his Account invested in the Wyeth Common Stock Fund, if any, in Wyeth Common Stock.

8.2 Partial Distribution By Former Participants

A Former Participant may elect to take a partial distribution from his Account, for any reason, if the following requirements are satisfied:

(a) Each partial distribution shall be made pursuant to instructions sent by the Participant to the Trustee/Recordkeeper in accordance with procedures prescribed by the Plan Administrator;

(b) A Participant may make such a partial distribution at any time, provided, however, that the minimum amount of each withdrawal must be at least $1,000;

(c) Each partial distribution shall be made from the Investment Funds in the Participant’s Account as specified by the Participant in instructions provided as described in subsection (a) above. If a Participant fails to provide such instructions, the partial distribution shall be charged proportionately to such Participant’s Investment Funds in his Account as of the most recent Valuation Date; and

(d) All partial distributions from a Participant’s Account shall be made in cash or Wyeth common stock, if applicable, as elected by the Participant in instructions provided in accordance with subsection (a) above. If no such election is made, all such partial distribution shall be made in cash.

8.3 Distribution After Death

After the death of a Participant, the Trustee, pursuant to directions from the Plan Administrator, shall make a lump-sum payment of the entire value of the deceased Participant’s

33

Article 8 Distributions

Account to the Participant’s surviving Spouse or other designated Beneficiary. The benefit payable under this Section 8.3 of the Plan shall be distributed to the Participant’s designated Beneficiary no later than one year after the Participant’s death, but if the designated Beneficiary is the Participant’s surviving Spouse, his Account shall be distributed no later than the date on which the Participant would have attained age 70 ¹/2 if he had lived. If the Participant has no designated Beneficiary or surviving Spouse, the Participant’s Account shall be distributed within five years after the Participant’s death as provided in Section 8.5 of the Plan.

8.4 Designation of Beneficiary

A Participant shall designate a Beneficiary or Beneficiaries to receive his Account in the event of his death. If the Participant is married at the time of a designation of a Beneficiary, his Spouse must consent in writing to a designation of another person as his Beneficiary on a form provided by the Plan Administrator. The consent must acknowledge the effect of such election and the consent must be witnessed by a notary public. If a Participant does not have a Spouse, his Beneficiary designation may be changed at any time and shall cease to be effective if he thereafter becomes married. To be effective, the original designation of the Beneficiary and any subsequent change must be in writing on the form provided for that purpose by the Plan Administrator and on file with the Plan Administrator at the date of death of the Participant. The Plan Administrator shall not recognize any Beneficiary designation or change in a Beneficiary designation unless the designation or change is in writing and on file with the Plan Administrator on the date of the Participant’s death.

8.5 Failure to Designate a Beneficiary

In the event that a Participant has no surviving Spouse at the time of his death, there is no valid Beneficiary designation on file with the Plan Administrator or his designated Beneficiary

34

Article 8 Distributions

predeceases him, the Participant’s Account shall be paid in the following order of priority:

(a) First, to the Participant’s surviving children (if any), in equal shares;

(b) Second, if there are no surviving children, to the Participant’s surviving parents, if any, in equal shares; and

(c) Finally, if there are no surviving parents, to the legal representatives of the Participant’s estate.

8.6 Cash-Out

If a Participant incurs a Severance From Employment, the vested portion of his Account shall be distributed to him if the value of his vested Account does not exceed $1,000.

8.7 Election of Wyeth Common Stock; Converting Common Stock to Cash.

If prior to the date of distribution, in accordance with rules prescribed by the Plan Administrator, the Participant or other Distributee elects to receive the Wyeth Common Stock Fund portion of his Account in Common Stock, he shall receive the number of shares of Common Stock in such Account. Otherwise, all distributions shall be in cash in a lump sum. Common Stock converted into cash shall be valued as the Valuation Date set forth in Section 6.3 of the Plan. Distribution shall be made as soon thereafter as is practicable in accordance with rules prescribed by the Plan Administrator.

8.8 Time Distributions Are to Begin

In general, distribution of a Participant’s Account shall begin not later than the sixtieth day after the later of the close of the Plan Year in which:

(a) Such Participant attains his Normal Retirement Age; or

(b) Such Participant’s Severance from Employment occurs.

Subject to Section 8.9 of the Plan, no person subject to Section 16(b) of the Securities Exchange Act of 1934 shall receive a distribution earlier than six months from the date of his retirement or other Severance From Employment unless the Plan Administrator in its discretion shall authorize an earlier distribution in accordance with this Section 8.8 of the Plan.

35

Article 8 Distributions

8.9 Required Minimum Distributions

(a) Time and Manner of Distribution.

(i) Required Beginning Date. The Participant’s entire interest shall be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(ii) Death of a Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest shall be distributed, or begin to be distributed, no later than as follows:

(1) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, then distributions to the surviving Spouse shall begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 ¹/2, if later.

(2) If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, then distributions to the Designated Beneficiary shall begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest shall be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(4) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this subsection (a)(ii), other than subsection (a)(ii)(1), shall apply as if the surviving Spouse were the Participant.

For purposes of this subsection (a)(ii) and subsection (iii), unless subsection (a)(ii)(4) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If subsection (a)(ii)(4), distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under (a)(ii)(1). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under subsection (a)(ii)(1), the date distributions are considered to begin is the date distributions actually commence.

36

Article 8 Distributions

(iii) Form of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions shall be made in accordance with subsections (b) and (c). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations thereunder.

(b) Required Minimum Distributions During Participant’s Lifetime.

(i) Amount of Required Minimum Distributions For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that shall be distributed for each Distribution Calendar Year is the lesser of:

(1) The quotient obtained by dividing the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or

(2) If the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Participant’s and the Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the Distribution Calendar Year.

(ii) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions shall be determined under this subsection (b) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.

(c) Required Minimum Distributions After Participant’s Death.

(i) Death On or After Date Distributions Begin.

(1) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that shall be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s Designated Beneficiary, determined as follows:

37

Article 8 Distributions

(A) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(B) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, the remaining life expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s death, the remaining life expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.

(C) If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining life expectancy is calculated using the age of the Designated Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent calendar year.

(2) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of the September 30 of the year after the year of the Participant’s death, the minimum amount that shall be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(ii) Death Before Date Distributions Begin.

(1) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that shall be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the remaining life expectancy of the Participant’s Designated Beneficiary, determined as provided in subsection (c)(i).

38

Article 8 Distributions

(2) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest shall be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required To Begin. If the Participant dies before the date distributions begin, the Participant’ surviving Spouse is the Participant’s sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under subsection (a)(ii)(1), this subsection (c)(ii) shall apply as if the surviving Spouse were the Participant.

(d) Definitions.

(i) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 8.4 of the Plan and is the Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

(ii) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to subsection (a)(ii). The required minimum distribution for the Participant’s first Distribution Calendar Year shall be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, shall be made on or before December 31 of that Distribution Calendar Year.

(iii) Life Expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.

(iv) Participant’s Account Balance. The Account Balance as of the last valuation in the calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the Account Balance as of the date in the valuation calendar year after the valuation date and decreased by distributions made in the valuation

39

Article 8 Distributions

calendar year after the valuation date. The Participant’s Account Balance in the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(v) Required Beginning Date. With respect to a Participant who is not a five percent (5%) owner of an Employer, Required Beginning Date means April 1 of the calendar year following the later to occur of the calendar year in which the Participant attains age 70 ¹/2 of the calendar year in which the Participant retires. With respect to a Participant who is a 5% owner, Required Beginning Date means April 1 of the calendar year following the calendar year in which he attains age 70 ¹/2.

(e) TEFRA Section 242(b)(2) Elections. Notwithstanding the foregoing, distributions may be made under a designation made before January 1, 1984 in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

8.10 Amount of Distribution Cannot be Ascertained or Participant or Beneficiary Cannot be Located

If the amount of a payment required to commence by a certain date in accordance with the Plan cannot be ascertained by such date, or if it is not possible to make payment on such date because the Plan Administrator has been unable to locate the Participant or Beneficiary, a payment retroactive to such date shall be made no later than 60 days after the earliest date on which the amount of such payment can be ascertained or the date on which the Participant or Beneficiary is located.

If after reasonable effort the Plan Administrator cannot locate the Participant or Beneficiary, the Participant’s Account shall be forfeited. The amount of such forfeiture shall reduce the Matching Contribution required to be made by am Employer. Any such forfeited Account shall be reinstated and become payable if a claim therefore is made by the Participant or Beneficiary which is approved by the Plan Administrator.

8.11 Withholding Tax on Distributions

Distributions under the Plan shall be subject to tax withholding under all applicable tax laws.

40

Article 8 Distributions

8.12 Plan to Plan Transfers

The Plan Administrator may exercise its discretion from time to time to authorize the transfer of account balances for one or more Participants of such Participant’s Accounts (including the vested portion of his Matching Contributions Account) to another plan in which such Participant also participates if such other plan also qualifies when applicable, under Section 401(a) and Section 401(k) of the Code, provided that the Plan Administrator is satisfied that such other plan shall accept the transfer of such account balances and that such plan to plan transfer is otherwise in accordance with the applicable qualification requirements of the Code.

8.13 Rollover of Eligible Rollover Distributions From the Plan.

(a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section 8.13 of the Plan, as Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. However, notwithstanding the above, the Plan Administrator may adopt procedures wherein the Plan shall not make a distribution pursuant to this Section 8.13 of the Plan unless the Eligible Rollover Distribution is at least $200, and that the Plan shall directly rollover only a portion of an Eligible Rollover Distribution if the portion to be rolled over is at least $500.

(b) If a distribution is one to which Sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

(i) The Plan Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution, and

(ii) That the Participant, after receiving the notice, affirmatively elects a distribution.

8.14 Qualified Hurricane Katrina Distribution (“QHKD”).

(a) A Qualified Individual may request up to $100,000 be distributed to him from the Salary-Deferral Contributions in his Account in the Plan for a Qualified Hurricane Katrina Distribution (“QHKD”).

41

Article 8 Distributions

(b) Definitions. The following definitions shall apply for purposes of this Section 8.14 of the Plan:

(i) “Qualified Individual” means an individual whose principal place of abode on August 28, 2005 was located in the state of Louisiana, Mississippi, Alabama, or Florida and who has sustained an economic loss by reason of Hurricane Katrina.

(ii) “Qualified Hurricane Katrina Distribution” or “QHKD” means any distribution taken between August 25, 2005 and January 1, 2007 by a Qualified Individual who has sustained an economic loss due to Hurricane Katrina.

(c) Representations of Participant. The Plan Administrator may rely upon the reasonable representations of the Qualifying Individual with respect to his principal place of abode on August 25, 2005 and whether he suffered an economic loss due to Katrina. This reliance does not apply if the Plan Administrator has actual knowledge to the contrary.

(d) Special Rules for QHKDs

(i) A QHKD may be repaid to the Plan during a three-year period beginning the day after the date the QHKD is received by the Participant. The contributions may be repaid in one or more deposits to the Plan. Such contributions shall be treated as a rollover contribution to the Plan made by a direct deposit made within 60 days of receipt.

(ii) A QHKD shall be treated as if it is not eligible for a rollover. Therefore, it shall not be subject to the rollover distributions notice required under Section 402(f) of the Code or to the 20% mandatory tax withholding.

(iii) A QHKD shall be considered to be a distributable event for purposes of the Plan.

42

Article 8 Distributions

ARTICLE 9 WITHDRAWALS

9.1 Hardship Withdrawals

A Participant can withdraw amounts from his Salary-Deferral Account (except Income attributable to the Salary-Deferral Account earned after January 1, 1989), Rollover Account and vested amounts in his Matching Contribution Account on account of a hardship. For the withdrawal to constitute a hardship, the withdrawal (1) must be made on account of an immediate and heavy financial need of the Participant, and (2) must be necessary to satisfy that need. The determination of whether a Participant has an immediate and heavy financial need is to be made by the Plan Administrator on the basis of all relevant facts and circumstances. A financial need shall not fail to qualify as immediate and heavy merely because such need was reasonably foreseeable or voluntarily incurred by the Participant. The following types of expenses shall be deemed to constitute an immediate and heavy financial need for purposes of this Section 9.1 of the Plan:

(a) Medical expenses (described in Section 213(d) of the Code) incurred by the Participant or his Spouse or dependents (as defined in Section 152 of the Code);

(b) Purchase (excluding mortgage payments) of a principal residence for the Participant;

(c) Payment of tuition and related educational fees for the next 12 months of post-secondary education for the Participant, his Spouse, children or dependants;

(d) To prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant’s principal residence;

(e) The payment of burial or funeral expenses for the Participant’s deceased parent, Spouse, children or dependent (as defined in Section 152 of the Code, without regard to Section 152(d)(1)(B) of the Code); or

(f) Expenses for the repair of damage to a Participant’s principal residence that would qualify for the casualty deduction under Section 165 of the Code (determined without regard to whether the loss exceeds 10% of adjusted gross income).

Other types of expenses that the Internal Revenue Service deems are immediate and heavy financial needs as set forth in the publication of revenue rulings, notices and other documents of general applicability shall be deemed to constitute an immediate and heavy financial need for purposes of this Section 9.1 of the Plan.

43

Article 9 Withdrawals

The requirement that a hardship withdrawal must be necessary to satisfy an immediate and heavy financial need shall be met if the funds cannot be obtained from other resources reasonably available to the Participant and the amount distributed does not exceed the amount required to relieve the financial need. Before a Participant can make a hardship withdrawal, he must first withdraw all amounts in his After-Tax Contributions Account available for withdrawal, and take out a loan on amounts in his Account, if available. To the extent that a Participant cannot access funds necessary to meet his immediate and heavy financial need by a loan from his Plan Accounts or by a withdrawal of available amounts in his After-Tax Contributions Account, the Participant must do (a) and (b) as follows:

(a) The Participant must furnish the Plan Administrator with a signed statement representing that the required funds cannot be obtained:

(i) Through reimbursement or compensation by insurance;

(ii) By reasonable liquidation of the Participant’s assets, to the extent such liquidation would not itself cause an immediate and heavy financial need; for this purpose, the Participant’s assets shall be deemed to include those assets of the Participant’s Spouse and minor children that are reasonably available to the Participant;

(iii) By discontinuing his Salary-Deferral Contributions and After-Tax Contributions to the Plan; or

(iv) By borrowing from plans maintained by any other employer or by borrowing from commercial sources on reasonable commercial terms.

(b) The Participant must suspend all Salary-Deferral Contributions (including Catch-Up Contributions) and After-Tax Contributions to the Plan.

A Participant shall notify the Plan Administrator in writing of his request to make a hardship withdrawal on a form provided by the Plan Administrator pursuant to rules established by the Plan Administrator. Hardship withdrawals shall also meet the following requirements:

44

Article 9 Withdrawals

(a) No more than one hardship withdrawal per Plan Year shall be permitted.

(b) The minimum hardship withdrawal shall be $500.00.

(c) The hardship withdrawal shall not exceed the amount of the Participant’s Salary-Deferral Account, Rollover Account, and the vested portion of his Matching Contributions Account.

(d) The amount of the hardship withdrawal shall be deducted from the Participant’s Salary-Deferral Account, Rollover Account and Matching Contributions Account, as the case may be, and the balance remaining after the withdrawal shall then constitute the total value of the Participant’s Salary-Deferral Account, Rollover Account and Matching Contributions Account. Hardship withdrawals shall first be made from the Participant’s Salary-Deferral Account and when that is exhausted, may be made from the Rollover Account (until exhausted) and then from the vested portion of the Matching Contributions Account in that order. Such withdrawals shall be made from the Investment Funds in Participant’s Accounts as designated by the Participant in writing to the Trustee/Recordkeeper. If a Participant fails to provide such instructions, each Account shall be charged proportionately based on the foregoing sentences and on the status at the most recent Valuation Date with respect to the different investment options in the Accounts elected pursuant to Section 7.1 of the Plan.

(e) All hardship withdrawals shall be made in cash. Conversion of Wyeth Common Stock to cash shall be done in the manner described in Section 8.7 of the Plan.

(f) All hardship withdrawals shall be paid in an amount determined in the discretion of the Plan Administrator (including amounts representing the amount of federal, state and local taxes the Participant shall incur as a result of the withdrawal) in accordance with the hardship withdrawal application submitted by the Participant, based on the amount in the Participant’s Account as of the Valuation Date after the Plan Administrator makes its determination.

(g) In addition to a Participant’s written request for a hardship withdrawal, the Participant must submit any additional documentation that the Plan Administrator may determine is necessary to evidence the nature and extent of the immediate and heavy financial need.

After receipt by a Participant of a hardship withdrawal, the Participant’s right to make After-Tax Contributions and Salary-Deferral Contributions (including Catch-Up Contributions) to the Plan and contributions to all plans maintained by an Employer shall be suspended for six (6) months.

45

Article 9 Withdrawals

9.2 Withdrawals of After-Tax Contributions

A Participant may withdraw amounts in his After-Tax Contributions Account once per calendar quarter, for any reason, in accordance with the following requirements:

(a) Such withdrawal request shall be made pursuant to instructions transmitted by either telephonic or electronic means from the Participant to the Trustee/Recordkeeper; pursuant to rules established by the Plan Administrator;

(b) A Participant may make withdrawals of After-Tax Contributions once per calendar quarter, provided, however, that each withdrawal must be made in a minimum amount of at least $500;

(c) All withdrawals shall be made from the Investment Funds in a Participant’s After-Tax Contributions Account as specified by the Participant in instructions sent in accordance with subsection (a) above. If the Participant fails to provide such instructions, such withdrawals shall be charged proportionately to the Participant’s Investment Funds in his After-Tax Contributions Account as of the most recent Valuation Date; and

(d) All withdrawals of amounts in the After-Tax Contributions Account shall be made in either cash or Wyeth Common Stock, if applicable, as elected by the Participant in accordance with subsection (a) above. If the Participant fails to provide such instructions, such withdrawals shall be in cash. Conversion of Wyeth Common Stock to cash shall be done as soon as practicable after the receipt of instructions from the Participant.

9.3 Age 59 1/2 Withdrawal

Notwithstanding the provisions of Section 8.1 of the Plan, a Participant who has attained age 59 ¹/2 may make a withdrawal from his Salary-Deferral Account, Rollover Account, and the vested portion of his Matching Contributions Account once each calendar quarter for any reason without having to demonstrate financial necessity. Such withdrawal shall be made in accordance with instructions sent by the Participant to the Trustee/Recordkeeper in such manner as prescribed by the Plan Administrator.

46

Article 9 Withdrawals

ARTICLE 10 LOANS

10.1 Loans

A Participant may apply for one loan each calendar quarter in accordance with the terms prescribed by the Plan Administrator, which shall consistent with the requirements of Section 72(p), 401(k) and 4975(d)(1) of the Code. The following provisions shall apply with respect to Participant loans:

(a) The minimum loan amount shall be $1,000. The aggregate amount of all such loans to a Participant from this Plan shall not, at the time any such loan is made, exceed the lesser of (i) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans from the Plan during the one (1) year period ending on the day before the date on which such loan was made, over the outstanding balance of loans from the Plan on the date on which such loan was made, or (ii) fifty percent (50%) of the vested portion of the Participant’s account balance at the time of the making of such loan. For purposes of this limitation, all loans from all qualified plans maintained by an Employer or by any entity which is required to be aggregated with an Employer pursuant to Sections 414(b), (c), (m) or (o) must be aggregated.

(b) A Participant must apply for a loan in accordance with procedures prescribed by the Plan Administrator. A Participant who has applied for a home purchase/construction loan shall be required to submit an application form and executed copy of a purchase or construction agreement and a written statement certifying that the home shall be used as the Participant’s primary residence.

(c) For purposes of Section 10.1(a) of the Plan, a Participant’s account balance shall be valued as of a Valuation Date immediately prior to receipt of the Participant’s loan application. Issuance of the loan shall be as soon as administratively possible in the month in which a loan application is approved.

(d) The maximum number of loans from the Plan which a Participant may have outstanding at the same time are four general purpose loans and one loan to acquire or construct any dwelling to be used as the principal residence of the Participant.

(e) Any loan, by its terms, must be required to be repaid within a whole year term not exceeding five years, unless the loan is used to acquire or construct any dwelling to be used (within a reasonable time after the loan is made) as the principal residence of the Participant, in which case the whole year term can be from 1 to 15 years.

47

Article 10 Loans

(f) The amount of the loan (principal plus interest) must be repaid through periodic payroll deductions in accordance with the Participant’s payroll frequency. The amount of each periodic payroll deduction shall be based on the Participant’s payroll frequency, the amount of the loan and the term of the loan. The loan shall be amortized in substantially level payments over the term of the loan. All amounts of loan repayments by the Participant shall be deposited into the Investment Funds elected by the Participant in accordance with Section 7.1 of the Plan in effect at the time the repayments are made. Repayments shall begin with the first paycheck received in the month following the date the loan check is received by the Participant or as soon as administratively practicable thereafter. Repayments shall be deposited into the Participant’s Account in the following order to the extent that loan funds were borrowed from the such subaccounts: (i) After-Tax Contributions Account; (ii) the portion of his Rollover account attributable to after-tax contributions; (iii) Matching Contributions Account, (iv) Salary-Deferral Account; and (v) the portion of his Rollover account attributable to before-tax contributions.

(g) Upon a Severance From Employment or death, a Participant’s loan is due and payable. In the event that a Participant or his Beneficiary (in the case of the death of the Participant) does not repay the loan in full, his Account shall be offset by the amount of the outstanding loan and the amount of the outstanding loan shall be treated as taxable income to the Participant.

(h) The loan funds shall be charged against each of the Participant’s Investment Funds in the Participant’s Account pursuant to the Participant’s instructions in such manner as prescribed by the Plan Administrator. If instructions are not provided by a Participant, the loan funds shall be charged ratably against each of the Participant’s Investment Funds within his Account.

(i) Loan funds shall be deducted from the Participant’s Account in the following order: (i) the portion of his Rollover Account attributable to before-tax contributions; (ii) Salary-Deferral Account (excluding Catch-Up Contributions); (iii) Catch-Up Contributions; (iv) Matching Contributions Account; (v) the portion of his Rollover Account attributable to after-tax contributions; and (vi) After-Tax Contributions Account.

(j) The Plan Administrator shall determine the interest rate for loans and which shall be similar to prevailing commercial loan rates. The interest shall be established based on the Prime Rate plus 1% and shall be stated in the Participant’s loan agreement. Generally, interest begins to accrue on the first day of the month following the date the loan is issued. An interest rate that has been assigned to a loan remains fixed for the entire term of the loan.

(k) A Participant may pay a loan in full after he has made six months of repayments. Notwithstanding the foregoing, a Participant shall not be permitted to pay a loan in full for three months after taking another loan from the Plan. Partial prepayments are not permitted.

48

Article 10 Loans

(l) The loan shall be declared in default if the Participant rescinds his payroll authorization deduction. If the amount of the missed repayments (principle and interest) loan is not repaid in by the end of the quarter following the quarter in which the repayment was due, the outstanding amount of the loan shall be treated as a deemed distribution (except for a Participant who is on Military Leave).

(m) If a Participant is on an approved unpaid leave of absence at a rate of pay (after applicable employment tax withholdings) that is less than the amount of the installment payments required under the terms of the loan, repayments shall be suspended until the earlier of (i) the end of the twelve-month period beginning on the date that the Participant commences his leave of absence, or (ii) his return to work. If the term of the loan expires during the suspension period, the loan shall become immediately due and payable even if the twelve-month suspension period has not expired. If the Participant is still on a leave of absence following the expiration of the twelve-month suspension period, the loan shall become immediately due and payable. Upon the Participant’s return to employment with an Employer prior to the expiration of the term of the loan and the expiration of the twelve-month period, the Participant shall repay to the Plan the amount of all missed loan repayments (and interest) that occurred during his leave of absence. If such Participant does not repay the amount of all missed loan repayments (and interest) upon a return to employment, his loan shall be declared in default.

(n) A Participant who applies for a loan under this Article Ten of the Plan shall be charged a loan application fee for each loan and an annual loan maintenance fee for each loan in an amount as determined periodically by the Plan Administrator.

(o) The loan program under the Plan shall be administered by the Plan Administrator in a uniform and nondiscriminatory manner.

The Plan Administrator shall have sole discretion (i) to determine which Participants are entitled to receive a loan, (ii) to determine under what conditions a loan shall be granted, (iii) to determine what the terms of the loan, promissory note and security agreement are, (iv) to determine when a loan is in default and what course of action to take, and (v) to determine other questions which arise under this Article Ten of the Plan, provided that such discretion shall be exercised in accordance with the requirements of law and this Article Ten of the Plan.

49

Article 10 Loans

ARTICLE 11 LIMITATIONS ON ANNUAL ADDITIONS

11.1 Basic Limitation

Except to the extent permitted under Section 4.4 of the Plan and Section 414(v) of the Code, the maximum aggregate Annual Addition that may be contributed or allocated to a Participant’s Account for any Limitation Year shall not exceed the lesser of:

(a) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code; or

(b) One hundred percent (100%) of the Participant’s Compensation within the meaning of Section 415(c)(3) of the Code for the Limitation Year.

The compensation limit referred to in subsection (b) above shall not apply to any contributions for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code), if applicable, which is otherwise treated as an Annual Addition.

For purposes of this Article Eleven of the Plan, the term “Annual Addition” shall mean the sum for any Limitation Year of the following amounts:

(i) Salary-Deferral Contributions;

(ii) Matching Contributions;

(iii) After-Tax Contributions; and

(iv) Forfeitures allocated to the Participant’s Account.

For purposes of this Article Eleven of the Plan, the term “Limitation Year” means the calendar year.

11.2 Treatment of Similar Plans

The limitations described in this Article Eleven of the Plan with respect to any Participant who at any time has participated in any other defined contribution plan which is

50

Article 11 Limitations on Annual Additions

qualified under Section 401(a) of the Code, or in more than one qualified defined benefit plan, maintained by an Employer or by a corporation which is a member of a controlled group of corporations (within the meaning of Section 1563(a) (determined without regard to Section 1563(a)(4) and (e)(3)(C), and Section 415(h) of the Code) of which an Employer is a member shall apply as if the total benefits payable under all such defined benefit plans in which the Participant has been a member were payable from one plan, and as if the total Annual Additions made to all defined contribution plans in which the Participant has been a member were made to one plan. For purposes of this Article Eleven, the term “Employer” includes any corporation which is a member of a controlled group, as described herein.

11.3 Preclusion of Excess Annual Additions

The Plan Administrator shall maintain records showing for each month during the Limitation Year contributions credited to a Participant’s Account. If the Plan Administrator determines at any time that no additional contributions may be credited to a Participant’s Account during a Plan Year without exceeding the limitations prescribed in this Article Eleven of the Plan for the Plan Year, then no further contributions shall be made or credited to the Participant’s Account during the year. If a portion, but not all, of the contributions which are scheduled to be made and credited to the Participant’s Account during the Plan Year or the remainder of the Plan Year may be made and credited without exceeding the limitations prescribed hereunder, the Participant’s contributions shall be reduced to such amount which shall cause the limitations to be met.

11.4 Disposal of Excess Annual Additions

In the event that the limitations with respect to Annual Additions are exceeded with respect to any Participant, and such excess arises as a consequence of a reasonable error in estimating the Participant’s Compensation, such excess shall be disposed of by returning to the Participant Contributions to his Accounts if any, for the year in which the excess arose, and the earnings thereon, but only to the extent necessary to cause the Annual Additions to the Participant’s Account to equal, but not exceed, the limitations prescribed hereunder. In the event that after such contributions and earnings are returned there remains an excess, such excess shall be held in a suspense account and reallocated among the Accounts of all Participants in the Limitation Year succeeding the year in which the excess arose.

51

Article 11 Limitations on Annual Additions

ARTICLE 12 TOP HEAVY PLAN RULES

12.1 General Rule

In accordance with Sections 401(a)(10) and 416 of the Code, if the Plan is or becomes top heavy (within the meaning of Section 416(g) of the Code) in any Plan Year, the provisions of Article Twelve shall supersede any conflicting provisions in the Plan.

12.2 Definitions for Purposes of Article 12

(a) “Determination Date”. For any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year of the Plan, the last day of that year.

(b) “Key Employee”. Any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the determination date was an officer of an Employer having Annual Compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having Annual Compensation of more than $150,000. For this purpose, Annual Compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee shall be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(c) “Non-Key Employee”. Any Employee who is a Participant and who is not a Key Employee.

(d) “Permissive Aggregation Group”. The Required Aggregation Group plus any other qualified plans maintained by an Employer, but only if such group would satisfy in the aggregate the requirements of Sections 401(a)(4) and 410 of the Code. The Plan Administrator shall determine which plan to take into account in determining the Permissive Aggregation Group.

(e) “Required Aggregation Group”.

(i) Each qualified plan of an Employer in which at least one Key Employee participates; and

(ii) Any other qualified plan of an Employer which enables a plan described in (i) to meet the requirements of Sections 401(a)(4) or 410 of the Code.

Any terminated plan that covered a Key Employee and was maintained within the five-year period ending on the Determination Date shall also be included in the Required Aggregation Group.

52

Article 12 Top Heavy Plan Rules

(f) “Super Top Heavy Plan”. If for any Plan Year the Plan is considered Top Heavy, the Plan shall be considered “Super-Top-Heavy” if the Top Heavy Ratio exceeds 90%.

(g) “Top Heavy Plan”. The Plan is top heavy for a Plan Year if the Top-Heavy ratio as of the Determination Date exceeds sixty percent (60%).

(h) “Top-Heavy Ratio”. The Plan is top heavy for a Plan Year if the top heavy ratio as of the Determination Date exceeds 60%. The top heavy ratio is a fraction, the numerator of which is the sum of the present value of the account balances of all Key Employees as of the Determination Date and distributions made within the one year period ending on the Determination Date, and the denominator of which is a similar sum determined for all Employees. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.” The accrued benefits and accounts of any individual who has not performed services for an Employer during the 1-year period ending on the determination date shall not be taken into account. The Plan Administrator shall calculate the top heavy ratio without regard to the account balance attributable to any Non-Key Employee who was formerly a Key Employee. The Plan Administrator shall calculate the top heavy ratio, including the extent to which it must take into account contributions not made as of the Determination Date, distributions, rollovers and transfers, in accordance with Section 416 of the Code and the Treasury regulations thereunder.

If an Employer maintains other qualified plans (including a simplified employee pension plan), this Plan is top heavy only if it is part of the Required Aggregation Group, and the top heavy ratio for both the Required Aggregation Group and the Permissive Aggregation Group exceeds 60%. The Plan Administrator shall calculate the top heavy ratio in the same manner as required above, taking into account all plans within the aggregation group. The Plan Administrator shall calculate the present value of accrued benefits and the other amounts the Plan Administrator must take into account under defined benefit plans or simplified employee pension plans included within the group in accordance with the terms of those plans, Section 416 of the Code and the Treasury regulations thereunder. The Plan Administrator shall calculate the top heavy ratio with reference to the Determination Dates that fall within the same calendar year.

12.3 Requirements Applicable if Plan is Top Heavy

In the event the Plan is determined to be top heavy for any Plan Year, the following requirements shall be applicable.

53

Article 12 Top Heavy Plan Rules

(a) Minimum Allocation

(i) In the case of a Non-Key Employee who is covered under this Plan but does not participate in any qualified defined benefit plan maintained by Employer, the Minimum Allocation of contributions plus forfeitures allocated to the Account of each such Non-Key Employee who has not separated from service at the end of a Plan Year in which the Plan is top heavy shall equal the lesser of three percent (3%) of compensation for such Plan Year or the largest percentage of compensation provided on behalf of any Key Employee for such Plan Year (including any Salary-Deferral Contributions). The Minimum Allocation provided hereunder may not be suspended or forfeited under Sections 411(a)(3)(B) or 411(a)(3)(D) of the Code. The Minimum Allocation shall be made for a Non-Key Employee for each Plan Year in which the Plan is top heavy, regardless of the Non-Key Employee’s level of compensation, even if he has not completed twelve months of Continuous Service in such Plan Year or if he has declined to elect to make Salary-Deferral Contributions or After-Tax Contributions, provided, however, in order to receive such Minimum Allocation, the Non-Key Employee must not have separated from service before the end of the Plan Year for which the Plan is found to be top heavy.

(ii) A Non-Key Employee who is covered under this Plan and under a qualified defined benefit plan maintained by an Employer shall not be entitled to the Minimum Allocation under this Plan but shall receive the minimum benefit provided under the terms of the qualified defined benefit plan.

(iii) Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan. The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code.

(b) Top Heavy Vesting Schedule. Unless the Plan’s vesting is more favorable, Non-Key Employee whose employment is terminated after the completion of 2 or more years of Continuous Service shall be entitled to receive his vested interest in the value of the Matching Contributions credited to his account determined in accordance with the following schedule:

Years of Continuous Service	Vested Percentage
2	20%
3	40%
4	60%
5	80%
6	100%

54

Article 12 Top Heavy Plan Rules

The vesting schedule under this subsection (b) shall apply to a Non-Key Employee’s interest in the value of the Matching Contributions credited to his Account under the Plan before or while the Plan is a Top Heavy Plan. A Non-Key Employee is at all times one hundred percent (100%) vested in the full value of his Account attributable to his Salary-Deferral Contributions and After-Tax Contributions to the Plan.

(c) Vesting Percentage. In the event that the Plan previously was a Top Heavy Plan but subsequently is not a Top Heavy Plan, the vesting schedule under subsection (b) shall be changed to the vesting schedule provided under Section 4.4 of the Plan, provided, however, that any Non-Key Employee who has completed at least 3 or more years of Continuous Service and who had at least one Hour of Service while the Plan was a Top Heavy Plan, shall be entitled to elect, within a reasonable period, which of the above two vesting schedules is applicable to his Account.

55

Article 12 Top Heavy Plan Rules

ARTICLE 13 ADMINISTRATION

13.1 Savings Plan Committee

The Committee shall be appointed by the Board of Directors of the Company. The Plan shall be administered by the Committee. No member of the Committee shall receive any compensation from the Trust Fund for his service thereon. The Committee shall be the “Plan Administrator” of the Plan for purposes of Section 3(16)(A) of ERISA and the “Named Fiduciary” of the Plan pursuant to Section 402(a) of ERISA; provided however that the selection of the Investment Funds shall be approved by both the Plan Administrator and the Wyeth Retirement Committee. The Plan Administrator may delegate various duties and responsibilities to one or more employees or agents as set forth herein. In carrying out their respective responsibilities under the Plan, the Plan Administrator shall have the discretionary authority to interpret the terms of the Plan, to make findings of fact and to determine eligibility for an entitlement to Plan benefits in accordance with the terms of the Plan and to determine all questions that may arise under the Plan. Any interpretation or determination made pursuant to such discretionary authority shall be given full force and effect, unless it can be shown that the interpretation or determination was arbitrary and capricious and shall be final and binding on an Employer, the Trustees, Participants, Beneficiaries, alternate payees and others.

13.2 Power and Duties of the Plan Administrator

(a) The Plan Administrator shall have the following powers, responsibilities and duties and may delegate such duties and responsibilities to one or more Employees or persons:

(i) To establish and enforce such rules, regulations and procedures as it shall deem necessary or proper for the efficient administration of the Plan;

(ii) To construe in its sole discretion all terms, provisions and limitations of the Plan, its interpretation thereof in good faith to be final and conclusive on all parties;

56

Article 13 Administration

(iii) To decide all questions of fact concerning the Plan and the eligibility of any Employee to participate in the Plan;

(iv) To compute the amount of benefits which shall be payable to any Participant or Beneficiary, in accordance with the provisions of the Plan, and to determine the person or persons to whom such benefits shall be paid;

(v) To authorize the payment of benefits;

(vi) To prepare and distribute communications to Participants their Beneficiaries, and Spouses,

(vii) To maintain compensation and employment records or appoint a person or organization to do so;

(viii) To prepare such reports and applications as may be required by governmental agencies;

(ix) To calculate service, compensation, and benefits of Participants;

(x) To conduct orientation of new Participants, advising Participants, and their Beneficiaries and Spouses, of their rights and options under the Plan and monitoring completion of application, election and benefit forms by Participants and their Beneficiaries and Spouses;

(xi) To monitor the collection of contributions and proper application of the contributions to effectuate the purposes of the Plan;

(xii) To prepare reports concerning benefits;

(xiii) To handle the processing of claims including decisions on the right of a Participant or Beneficiary to benefits under the Plan;

(xiv) To review and recommend changes in the Investment Funds offered under the Plan to the Wyeth Retirement Committee;

(xv) Change the number of loans available to Participants under the Plan; and

(xvi) Any other responsibilities which the Plan Administrator determines are administrative or ministerial in nature and are designed to implement a policy, interpretation, system, practice or procedure established by the Plan Administrator.

If any duties or responsibilities are delegated to any Employee pursuant to this Section 13.2 of the Plan, the Plan Administrator shall periodically review the performance of such Employee. Depending upon the circumstances, this requirement may be satisfied by a formal review by the Plan Administrator at such

57

Article 13 Administration

time or times as the Plan Administrator in its discretion may determine, through day-to-day contact and evaluation or in any other manner determined to be appropriate by the Plan Administrator.

(b) In the exercise of all of its functions, the Plan Administrator shall act in an uniform and nondiscriminatory manner and the Plan Administrator may, from time to time prescribe and modify uniform rules of interpretation and administration.

(c) Meetings of the Plan Administrator. The Plan Administrator shall hold meeting upon such notice and at such time and place as it may from time to time determine. Notice to a member shall not be required if waived by that member. A majority of the members of the Plan Administrator shall constitute a quorum for the transaction of business. All resolutions or other actions taken by the Plan Administrator at any meeting where a quorum is present shall be by a vote of a majority of its members present at such meeting and entitled to vote. The decision of the Plan Administrator may be made by a majority of the members and executed by signature of any two members.

13.3 Claims Procedure

The Plan Administrator or its delegate shall provide adequate notice in writing to any Participant or to any Beneficiary (“Claimant”) whose claim for benefits under the Plan has been denied within 90 days after the claim was received. The notice to the Claimant shall set forth:

(a) The specific reason for the denial;

(b) Specific references to pertinent Plan provisions on which the denial was based;

(c) A description of any additional material and information that is needed to perfect the claim; and

(d) Advise the claimant that any appeal he wishes to make of the adverse determination must be in writing to the Plan Administrator within sixty (60) days after receipt of the Plan Administrator’s notice of denial of benefits. The Plan Administrator’s notice must further advise the Claimant that his failure to appeal the action to the Plan Administrator in writing within the sixty (60) day period shall render the Plan Administrator’s determination final, binding and conclusive; and

(e) A statement that the Claimant has the right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

Such notice shall be forwarded to the Claimant within 90 days of receipt of the claim; provided, however, that in special circumstances the Plan Administrator or its delegate may extend the response period for up to an additional 90 days, in which event it shall notify the Claimant in writing of the extension, and shall specify the reason(s) for the extension.

58

Article 13 Administration

If the Claimant should file an appeal with the Plan Administrator, or its delegate, he, or his duly authorized representative, may submit, in writing, whatever issues and comments he or his duly authorized representative feels are pertinent. The Claimant, or his duly authorized representative, may review pertinent Plan documents. The Plan Administrator shall reexamine all facts to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances. The Plan Administrator shall advise the Claimant of its decision within sixty (60) days of receipt of the Claimant’s written request for review, unless special circumstances (such as a hearing) would make the rendering of a decision within the sixty (60) day limit unfeasible, but in no event shall the Plan Administrator render a decision respecting a denial for a claim for benefits later than one hundred twenty (120) days after its receipt of a request for review.

The Claimant shall be given written notice of the decision resulting from such review, which shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, specific reference to the pertinent Plan provisions on which the decision is based, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies, of, all documents, records and other information relevant to the Claimant’s claim for benefits, and a statement that the Claimant has a right to bring a civil action under Section 502(a) of ERISA.

After a Participant has exhausted his final appeal as set forth above, such Participant shall have a period of 36 months from the date the Plan Administrator denies his appeal of denied claim for benefits under this Section 13.3 of the Plan to bring an action or file a case in court.

59

Article 13 Administration

13.4 Records Management

The Plan Administrator shall designate in its sole discretion a firm, an organization or Employee(s) to maintain the required records and reports of the Plan. Except as otherwise stated in this Plan, the Company shall pay all associated expenses of such firm or organization.

13.5 Forfeited Benefits

If a check issued to a Participant as a payment of benefits from the Plan is not cashed within 24 months after it is received by the Participant, the amount of such benefits shall be forfeited to the Plan provided, however, if the Participant should subsequently return and file a claim for the amount of the forfeited check, such amount shall be paid to the Participant.

60

Article 13 Administration

ARTICLE 14 TRUST

14.1 Trust Fund

(a) A Trust Fund has been established into which are paid the contributions to the Participants Accounts which shall be held in separate subaccounts. At no time prior to the satisfaction of all liabilities under this Plan with respect to Participants, Former Participants, Beneficiaries of Participants and alternate payees, shall any part of the corpus or income of the Trust Fund be used for or diverted to any purpose other than for their exclusive benefit, except as stated in Article Seventeen of the Plan. No person shall have any financial interest in or right to the Trust Fund or any part thereof, except as expressly provided for in this Plan and a Participant’s, Beneficiary’s or alternate payees Account may not be assigned or alienated by act of the Participant or by operation of law, except as provided in Article Seventeen of the Plan.

(b) Each Participant, Beneficiary, Former Participant, alternate payees or other person who shall claim the right to any payment under the Plan shall be entitled to look only to the Trust Fund for such payment. No liability for the payment of benefits under the Plan shall be imposed upon the Company, an Affiliate, the Plan Administrator, the Wyeth Retirement Committee or the officers, directors, or stockholders of any such entity.

14.2 Administrative Expenses

The reasonable expenses of administering the Plan, as determined by the Plan Administrator, shall be payable from the Trust, except to the extent that an Employer, in its discretion, pays the expenses directly.

61

Article 14 Trust

ARTICLE 15 FIDUCIARY RESPONSIBILITY

15.1 Conduct

Each fiduciary shall discharge his duties with respect to the Plan and Trust solely in the interest of the Participants, Former Participants, Beneficiaries of Participants and alternate payees for the exclusive purpose of providing benefits to Participants, Former Participants, Beneficiaries of Participants and alternate payees, and defraying reasonable expenses of administering the Plan and Trust with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, and in accordance with this Plan and any other documents or instruments governing the Plan and Trust Fund. A fiduciary who complies with the foregoing standards shall not be liable for any loss, action or omission hereunder.

15.2 Allocation and Delegation of Responsibilities

Plan fiduciaries may allocate the responsibilities, obligations and duties granted to them for the operation and administration of the Plan and Trust among themselves. Any Plan fiduciary may designate other individuals, corporations or other entities, who are not Plan fiduciaries, to carry out such Plan fiduciary’s responsibilities, obligations and duties with respect to the Plan and the Trust, except to the extent that ERISA prohibits such delegation of authority. Such allocations and delegations may be revoked or modified at any time and any such allocation, delegation, revocation or modification shall be made by written instruments signed by the Plan fiduciary, if an individual, or in the case of other entities who are Plan fiduciaries, in accordance with the procedures governing the functions of such entity, and a written record shall be kept thereof.

62

Article 15 Fiduciary Responsibility

15.3 Co-Fiduciary Responsibility

A Plan fiduciary or any individual, corporation or other entity employed or appointed by a Plan fiduciary to serve in a fiduciary capacity with respect to the Plan or Trust Fund shall be solely responsible for the responsibilities, obligations or duties allocated or delegated to it, whether under this Plan and Trust Agreement or under the terms and conditions of employment or appointment. No person to whom such responsibilities, obligations or duties have not been allocated or delegated shall be responsible with respect to any action directed, taken or omitted by the Plan fiduciary or individual, corporation or other entity serving in a fiduciary capacity to whom such responsibilities, obligations or duties have been allocated or delegated unless he participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other Plan fiduciary or individual, corporation or entity, knowing such act or omission is a breach of fiduciary responsibility or, if he has knowledge of a breach, he fails to make reasonable efforts under the circumstances to remedy the breach.

15.4 Duties of Fiduciaries With Respect to Investments

(a) The Plan Administrator shall, subject to Sections 13.1 and 13.2(a)(xiv) of the Plan, direct the Trustee as to what Investment Funds are available to Participants under the Plan and the Plan Administrator may:

(i) Allocate control and management of all or any portion of the Trust assets to an Investment Manager; or

(ii) Recommend changes to the Investment Funds available under the Plan to the Wyeth Retirement Committee.

(b) If the Company or the Plan Administrator as applicable, appoints an Investment Manager pursuant to the foregoing, such Investment Manager shall be an investment adviser registered under the Investment Advisers Act of 1940, a bank as defined in such Act, or an insurance company which is qualified to manage the assets of employee benefit plans under the laws of more than one state. An Investment Manager shall acknowledge in writing its appointment as a Plan Fiduciary hereof, and shall serve until a proper resignation is received by the Plan Administrator, or until it is removed or replaced by the Company.

63

Article 15 Fiduciary Responsibility

(c) The Company, any Affiliates, the Plan Administrator and the Trustee shall be under no duty to question the direction or lack of direction of any Investment Manager, but shall act and shall be fully protected in acting, in accordance with each such direction. An Investment Manager shall have sole investment responsibility for that portion of the Trust assets which it has been appointed to manage, and no other Plan fiduciary or any Trustee shall have any responsibility for the investment of any such assets, the management of which has been delegated to an Investment Manager, or liability for any loss to or diminution in value of such Trust assets resulting from any action directed, taken or omitted by an Investment Manager.

The Company has notified the Trustee that the Plan Administrator shall direct the Trustee in the investment of all or any portion of the Trust Fund, and therefore the Trustee shall be subject to proper directions of the Plan Administrator, which are made in accordance with the terms of the Plan and which are not contrary to the provisions of Title I of ERISA. The Trustee shall be fully protected in acting in accordance with each such direction.

(d) Each Participant shall direct the Trustee as to which Investment Fund he wishes to invest his Account. The Plan shall be maintained in a manner intended to comply with Section 404(c) of ERISA and the applicable regulations promulgated thereunder.

64

Article 15 Fiduciary Responsibility

ARTICLE 16 AMENDMENT, TERMINATION, AND MERGER

16.1 Right to Amend or Terminate the Plan

It is the intention of the Company to continue this Plan indefinitely and to make such contributions as may be required each Plan Year. Nevertheless, subject to the provisions hereinafter set forth, the Board of Directors of the Company reserves the right at any time or from time to time to amend, alter or discontinue the Plan in whole or in part for any reason at any time. The Wyeth Retirement Committee shall have the right to alter or amend the Plan, if such action is necessary or desirable and is (1) required by law, agreed to through collective bargaining or is appropriate to maintain the tax-qualified status of the Plan, or (2) is estimated not to result in a cost increase to the Company in excess of five (5) percent, provided, however, that no amendment or alterations shall be made which:

(a) Shall adversely affect any right or obligations of any Participant with respect to any contributions made hereto;

(b) Permits any funds paid to the Trustee to revert to the Company;

(c) Provides for the use of the assets of the Plan, or any part thereof other than for the exclusive benefit of Participants, Former Participants or their Beneficiaries or paying the reasonable expenses of administering the Plan;

(d) Shall deprive any Participant, Former Participant or his Beneficiary, without his consent, of any benefit theretofore accrued to him under the Plan; and

(e) Shall, except as provided in Article Seventeen of the Plan, violate this Section 16.1 of the Plan. Any amendment of the Plan may be made, retroactively if necessary, which the Company deems necessary or appropriate to conform the Plan to, or to satisfy the conditions of, ERISA, the Code, or any other law, governmental regulations or rulings.

16.2 Termination of the Plan

In the event of the complete termination of the Plan or upon complete discontinuance of contributions under the Plan, all Participants shall be fully vested in their Accounts. In the event of the partial termination of the Plan, the interests of the affected Participants shall be fully vested and nonforfeitable.

65

Article 16 Amendment, Termination and Merger

16.3 Merger, Consolidation or Transfer

In the case of a merger or consolidation of the Plan with, or transfer of assets or liabilities of the Trust Fund to, any other plan or trust, the terms of the merger, consolidation or transfer shall be such that the benefits to which a Participant is entitled immediately after the merger, consolidation or transfer shall be equal to or greater than the benefit to which the Participant is entitled immediately prior to the merger, consolidation or transfer. For purposes of this Section 16.3 of the Plan, the benefit to which a Participant is entitled shall be determined on the assumption that the Plan had terminated on the day such determination is made.

66

Article 16 Amendment, Termination and Merger

ARTICLE 17 NONALIENATION OF BENEFITS EXCEPT FOR QUALIFIED DOMESTIC RELATIONS ORDERS

Benefits provided under the Plan may not be assigned or alienated or otherwise subject in any manner to anticipation, sale, transfer, pledge, garnishment, encumbrance or charge except in the case of a Qualified Domestic Relations Order as defined in this Article Seventeen of the Plan. The Plan shall establish procedures to determine that the requirements of Section 414(p) of the Code are met with respect to Qualified Domestic Relations Orders. For purposes of this Article Seventeen of the Plan, a Qualified Domestic Relations Order must meet the following requirements:

(a) A Qualified Domestic Relations Order consists of any judgment, decree, or order (including approval of a property settlement agreement) which relates to the provision of child support, alimony payments, or marital property rights of a Spouse, child, or other dependent and is made pursuant to a State domestic relations law (including a community property law) and which creates or recognizes the existence of an alternate payee’s right to, or assigns to an alternate payee the right to, receive all or a portion of the benefits payable with respect to a Participant under the Plan.

(b) A Qualified Domestic Relations Order must also meet the following conditions:

(i) Such order must clearly specify the name and the last known mailing address of the Participant and the name and mailing address of each alternate payee covered by the Order.

(ii) Such order must clearly specify the amount or percentage of the Participant’s benefits to be paid by the Plan to each alternative payee, or the manner in which such amount or percentage is to be determined.

(iii) Such order must clearly specify the number of payments or the period to which such order applies and the name of the Plan.

(iv) Such order shall not require the Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan.

(v) Such order shall not require the Plan to provide increased benefits to any alternate payee (determined on the basis of actuarial value).

(vi) Such order shall not require the payment of benefits to an alternate payee that are required to be paid to another alternate payee under another order that was previously determined to be a Qualified Domestic Relations order.

67

Article 17 Nonalienation of Benefits Except for Qualified Domestic Relations Orders

This Article Seventeen of the Plan shall be construed in accordance with Section 414(p) of the Code and regulations issued thereunder.

After an order has been determined found to meet the conditions for a Qualified Domestic Relations Order, the Plan Administrator may make payments to the alternate payee who has been assigned a right to benefits payable with respect to a Participant as soon as administratively feasible in accordance with the terms of the Qualified Domestic Relations Order.

68

Article 17 Nonalienation of Benefits Except for Qualified Domestic Relations Orders

ARTICLE 18 MISCELLANEOUS PROVISIONS

18.1 Plan Not a Contract of Employment

Nothing in the Plan shall give any Employee the right to be retained in the employ of the Company or any Affiliate. All Employees shall remain subject to discharge, discipline or lay-off by the Company or any affiliate to the same extent as if the Plan had not been put into effect.

18.2 Governing Law

The Plan shall be governed in accordance with the laws of the State of New York except to the extent superseded by ERISA.

18.3 Records and Reports

The Plan Administrator, or its designee, shall exercise appropriate authority to comply with ERISA relating to records and reports to Participants and appropriate governmental agencies, including annual notification to Participants, Beneficiaries and alternate payees of their Account balances.

18.4 Wyeth Common Stock

The Trustee shall vote Wyeth Common Stock represented by the units it holds in the Wyeth Common Stock Fund in accordance with the instructions received from the Participant and if no instructions are received such stock shall not be voted.

18.5 Communications

For all purposes under the Plan, any reference to the written form shall also include any telephonic or electronic form as approved by the Plan Administrator.

69

Article 18 Miscellaneous Provisions

ARTICLE 19 TREATMENT OF RETURNING VETERANS

19.1 Applicability and Effective Date

Notwithstanding any other provisions of the Plan, the rights of any Returning Veteran who resumes employment with the Company shall be modified as set forth in this Article Nineteen of the Plan.

19.2 Definitions

For purposes of this Article Nineteen of the Plan, the capitalized terms herein shall have the following meanings:

(a) “Qualified Military Service” means any service (either voluntary or involuntary) by an individual in the Uniformed Services.

(b) “Returning Veteran” means an Employee who, on or after December 12, 1994, returns from Qualified Military Service to employment with the Company within the period prescribed under USERRA.

(c) “Uniformed Services” means the Armed Forces, the Army National Guard and Air National Guard (when engaged in active duty for training, inactive duty training, or full-time National Guard duty), the commissioned corps of the Public Health Service, and any other category of persons designated by the President of the Untied States in time of war or emergency.

19.3 Eligibility to Participate

For purposes of Article Three of the Plan:

(a) A Returning Veteran who was a Participant in the Plan immediately prior to his Qualified Military Service shall be deemed to have remained a Participant throughout his Qualified Military Service.

(b) A Returning Veteran who would have become a Participant in the Plan during the period of his Qualified Military Service but for such service shall be deemed to have become a Participant as of the date when he would have become a Participant if he had been in Qualified Military Service.

19.4 No Break in Service

A Returning Veteran shall be deemed not to have incurred any break in service for purposes under the Plan on account of his Qualified Military Service.

70

Article 19 Treatment of Returning Veterans

19.5 Vesting Credit

A Returning Veteran’s years of service for vesting purposes shall be determined under Section 5.2 of the Plan. With respect to any period of Qualified Military Service, a Participant shall be credited with continuous service that he would have been credited had he not been in Qualified Military Service.

19.6 Restoration of Salary-Deferral Contributions and After-Tax Contributions.

(a) Each Returning Veteran who, during his period of Qualified Military Service, would have been eligible to make Salary-Deferral Contributions and After-Tax Contributions, shall be permitted to contribute an amount equal to the amount of Salary-Deferral Contributions and After-Tax Contributions that such Employee could have made during such absence from employment. Such “make-up” contributions shall be made during the period that begins with the Employee’s reemployment by an Employer and ends with:

(i) The expiration of a period of five years; or

(ii) If shorter, a period equal to three times the period of Qualified Military Service.

(b) Any make-up contributions described in subsection (a) above shall be made in addition to those Salary-Deferral Contributions and After-Tax Contributions that the Participant may elect to make during any Plan after reemployment.

19.7 Determination of Covered Compensation

For purposes of determining the amount of any make-up contributions under this Article Nineteen of the Plan, and for applying the limits of Article Eleven of the Plan, a Participant’s Covered Compensation during any period of Qualified Military Service shall be deemed to equal either:

(a) The Covered Compensation the Participant would have received but for such Qualified Military Service, based on the rate of pay he would have received from an Employer; or

71

Article 19 Treatment of Returning Veterans

(b) If the amount described in subsection (a) above is not reasonably certain, the Participant’s average Covered Compensation from an Employer during the 12-month period immediately preceding the Qualified Military Service (or, if shorter, the period of employment immediately preceding the Qualified Military Service). Such amount shall be adjusted as necessary to reflect the length of the Participant’s Qualified Military Service.

19.8 Restoration of Matching Contributions

If a Returning Veteran contributes “make-up” Salary-Deferral Contributions or After-Tax Contributions pursuant to Section 19.6 of the Plan, his Employer shall contribute to the Plan on his behalf the related Matching Contributions that it would have contributed under Section 4.6 of the Plan, if such Salary-Deferral Contributions or After-Tax Contributions had been made in the Plan Year to which they relate. Such Matching Contributions shall not include the earnings that would have accrued on such amount or any forfeitures that would have been allocated to the Returning Veteran’s Account during the period of Qualified Military Service.

19.9 Application of Certain Limitations

(a) For purposes of applying the limitations of Sections 4.9 and 4.10 of the Plan, any make-up contributions described in Section 19.6 of the Plan, and any related Matching Contributions described in Section 19.8 of the Plan, shall be treated as contributions for the Plan Year to which they relate, rather than the Plan Year in which they were actually made.

(b) For purposes of applying the limitations of Section 4.5 of the Plan, any such make-up contributions shall be treated as contributions for the calendar year to which they relate, rather than the calendar year in which they are actually made.

(c) For purposes of applying the limitations of applying the limitations of Sections 4.9 and 4.10 of the Plan and Article Eleven of the Plan, any make-up contributions described in Section 19.6 of the Plan and related Matching Contributions described in Section 19.8 of the Plan shall be disregarded, both for the Plan Year to which the contributions relate, and for the Plan Year in which they are actually made.

19.10 Suspension of Loan Repayments

Notwithstanding any provisions of Article Ten of the Plan to the contrary, if a Participant receives a loan from the Plan and enters into Qualified Military Service during the term of the loan, a failure to make any required loan repayments during such Qualified Military Service shall not result in a default under Article Ten of the Plan.

72

Article 19 Treatment of Returning Veterans

19.11 Administrative Rules and Procedures

The Plan Administrator shall establish such rules and procedures as it deems necessary or desirable to implement the provisions of this Article Nineteen of the Plan, provided that they are consistent with the provisions of USERRA, any regulations thereunder, or any other applicable law.

73

Article 19 Treatment of Returning Veterans

SCHEDULE A

Investment Funds

1.	Wyeth Common Stock Fund
2.	Morgan Stanley Institutional Fund-Trust Value Portfolio-Advisor Class
3.	Interest Income Fund
4.	Spartan U.S. Equity Index Portfolio
5.	Fidelity Magellan Fund
6.	Fidelity Low-Priced Stock Fund, this Fund is closed to any Participant who did not have an account balance on July 30, 2004
7.	Fidelity Balanced Fund
8.	Fidelity International Discovery Fund
9.	Fidelity Freedom Fund
10.	PIMCO Total Return Fund - Administrative Class
11.	Fidelity High Income Fund
12.	Fidelity New Markets Income Fund
13.	Fidelity Capital Appreciation Fund
14.	Oppenheimer Developing Markets Fund – Class A
15.	Fidelity Real Estate Investment Portfolio
16.	RS Partners Fund
17.	Fidelity Freedom Fund 2005
18.	Fidelity Freedom Fund 2010
19.	Fidelity Freedom Fund 2015
20.	Fidelity Freedom Fund 2020
21.	Fidelity Freedom Fund 2025

74

Schedule A Investment Funds

22.	FidelityFreedom Fund 2030
23.	FidelityFreedom Fund 2035
24.	FidelityFreedom Fund 2040
25.	FidelityFreedom Fund 2045, effective as of July 15, 2006
26.	FidelityFreedom Fund 2050, effective as of July 15, 2006

75

Schedule A Investment Funds

EX-10.42

Exhibit 10.42

WYETH

EXECUTIVE INCENTIVE PLAN

(Effective January 1, 2002, as approved by stockholders at the

April, 2002 Stockholders Meeting)

(Including amendments through January 25, 2007)

I. PURPOSE . The purpose of the Wyeth Executive Incentive Plan (the “Plan”) is to attract and retain highly qualified individuals as executive officers; to obtain from each the best possible performance; to underscore the importance to them of achieving particular business objectives established for Wyeth; and to include in their compensation package a bonus component which is intended to qualify as performance based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), which compensation would be deductible by Wyeth under the Code.

II. DEFINITIONS . For the purposes of the Plan, the following terms shall have the following meanings:

A. AWARDS. The cash awards made pursuant to the Plan.

B. BOARD OF DIRECTORS. The Board of Directors of the Corporation.

C. COMMITTEE. The Compensation and Benefits Committee of the Board of Directors or any successor thereto.

D. CONSOLIDATED EARNINGS. Consolidated net income for the year for which an Award is made, adjusted to omit the effects of unusual and infrequent items all as shown on the audited consolidated statement of income of the Corporation and its subsidiaries as determined in accordance with accounting principles generally accepted in the United States.

E. CORPORATION. Wyeth.

F. ELIGIBLE EMPLOYEE. For a Plan Year, an Employee of the Corporation who is designated by the Plan or the Committee as a Principal Corporate Officer of the Corporation for that year.

G. EMPLOYEE. An individual who is on the active payroll of the Corporation or a subsidiary of the Corporation at any time during the period for which an Award is made.

H. PLAN YEAR. The fiscal year of the Corporation.

I. PRINCIPAL CORPORATE OFFICER. The Chief Executive Officer and any other officer of the Corporation who is so designated by the Committee as a participant in the Plan for a given Plan Year and who, in the judgment of the Committee, is likely to be one of the Corporation’s “covered employees” as defined in Section 162(m) of the Code, for such Plan Year.

III. EFFECTIVE DATE; TERM . The Plan is effective as of January 1, 2002 subject to approval by the Corporation’s stockholders at the Corporation’s 2002 Annual Meeting of Stockholders, and shall remain in effect until such time as it shall be terminated by the Board of Directors.

IV. ELIGIBILITY FOR AWARDS . The Committee shall select the Eligible Employees who are eligible to receive an Award for each Plan Year by no later than ninety days following the start of such Plan Year. Such selections, other than the selection of the Corporation’s Chief Executive Officer or Chairman (if an Eligible Employee) shall be made after considering the recommendations of the Chief Executive Officer. In the discretion of the Committee, Awards may be made to Eligible Employees who have retired or whose employment has terminated after the beginning of the Plan Year for which such individual was designated as an Eligible Employee, or to the designee or estate of an Eligible Employee who died during such Plan Year.

V. DETERMINATION OF AMOUNTS OF AWARDS . Awards payable to any Eligible Employee shall be contingent upon the Corporation having Consolidated Earnings. The initial amount of an Award payable with respect to any Plan Year of the Corporation to any Eligible Employee shall be two-tenths of one percent of Consolidated Earnings for such year, subject to reduction by the Committee in the manner contemplated by this Section V. The Committee, through the exercise of “negative discretion,” in a manner consistent with the requirements of Section 162(m) of the Code, may reduce the initial amounts described in the previous sentence after giving due consideration (i) to the contribution made by the Eligible Employee to achievement of the Corporation’s established objectives for the relevant Plan Year and (ii) such other matters as the Committee shall deem relevant. Such determination by the Committee, except in the case of any Awards for the Chief Executive Officer and the Chairman, shall be made after considering the recommendations of the Chief Executive Officer and such other matters as the Committee shall deem relevant. Nothing in the Plan shall entitle any Eligible Employee to receive the maximum amount payable hereunder, and the Committee, acting in its discretion, may in any Plan Year for some or all of the Eligible Employees for such Plan Year determine to pay a lesser award than the maximum amount specified herein.

Effective for Awards made on or after December 31, 2004, Awards shall be paid within two and one half months following the end of the Plan Year; provided, however, that no Awards shall be paid until the Committee receives assurances from both the Corporation’s Chief Financial Officer and its independent accountants that the amount of such Award does not exceed the maximum amount payable under this Section V and the Committee certifies in writing the amount of the Award for each Eligible Employee and that the maximum amount payable under this Section V has not been exceeded.

2

VI. PAYMENT OF AWARDS . Awards under the Plan shall be paid currently in cash, in a single sum payment, unless such payment is deferred pursuant to an election made by the Eligible Employee in accordance with the applicable terms of the Wyeth 2005 (409A) Deferred Compensation Plan.

VII. SPECIAL AWARDS AND OTHER PLANS.

A. Nothing contained in the Plan shall prohibit the Corporation or any of its subsidiaries from establishing other special awards or incentive compensation plans providing for the payment of incentive compensation to Employees (including Eligible Employees).

B. Payments of benefits provided to an Eligible Employee under any stock, deferred compensation, savings, retirement or other employee benefit plan are governed solely by the terms of such plans.

C. Awards made under the Plan to an Eligible Employee shall be considered to be in lieu of and replace any award or payment such Eligible Employee would otherwise have been entitled to receive under the Wyeth Performance Incentive Award Program.

VIII. ADMINISTRATION, AMENDMENT AND INTERPRETATION OF THE PLAN.

A. Except as otherwise provided in the Plan, the Committee shall administer the Plan. The Committee shall consist of not less than three members of the Board of Directors. No director shall be eligible to serve as a member of such Committee unless such person is a “disinterested person” within the meaning of Rule 16b-3 of the General Rules and Regulations’ under the Securities Exchange Act of 1934, as amended, and an “outside director” within the meaning of Section 162(m) of the Code. Committee members shall not be eligible to participate in the Plan while members of the Committee. The Committee shall have full power to construe and interpret the Plan, establish and amend rules and regulations for its administration and perform all other acts relating to the Plan, including the delegation of administrative responsibilities, that it believes reasonable and proper and in conformity with the purposes of the Plan.

B. The Committee shall have the right to amend the Plan from time to time by item or to repeal it entirely or to direct the discontinuance of Awards either temporarily or permanently; provided, however, that (i) no amendment of the Plan shall operate to cancel, without the consent of the Eligible Employee, an Award already made hereunder, and (ii) no amendment of the Plan that (a) changes the maximum Award payable to any Eligible Employee, as set forth in Section V, or (b) materially amends the definition of Consolidated Earnings shall be effective before approval by the affirmative vote of a majority of shares voted at a meeting of the stockholders of the Corporation.

3

C. Any decision made, or action taken, by the Committee arising out of or in connection with the interpretation and/or administration of the Plan shall be final, conclusive and binding on all persons affected thereby.

IX. RIGHTS OF EMPLOYEES.

A. Neither the Plan, nor the adoption or operation of the Plan, nor any documents describing or referring to the Plan (or any part hereof) shall confer upon any Employee any right to continue in the employ of the Corporation or a subsidiary of the Corporation.

B. No individual to whom an Award has been made or any other party shall have any interest in any asset of the Corporation until such amount has been paid or issued. To the extent that any party acquires a right to receive payments under the Plan, such party shall have the status of unsecured creditor of the Corporation with respect to such right.

C. No right or interest of any Eligible Employee in the Plan shall be assignable or transferable, or subject to any claims of any creditor or subject to any lien.

X. MISCELLANEOUS.

A. All expenses and costs incurred in connection with the operation of the Plan shall be borne by the Corporation, and no part thereof (other than the amounts of Awards under the Plan) shall be charged against the maximum limitation of Section V.

B. All Awards under the Plan are subject to withholding, where applicable, for federal, state and local taxes.

C. Any provision of the Plan that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of the Plan.

D. The Plan shall be construed and administered by the Committee and the Corporation as an arrangement providing for the payment of “qualified performance-based compensation,” within the meaning of Section 162(m) of the Code, and any provision of the Plan that would result in an Award ceasing to be qualified performance-based compensation shall be ineffective to the extent necessary to comply with Section 162(m) of the Code without invalidating the remaining provisions of the Plan.

E. The Plan and the rights and obligations of the parties to the Plan shall be governed by, and construed and interpreted in accordance with, the law of the State of New Jersey applicable to contracts to be performed entirely within such State.

4

EX-10.47

Exhibit 10.47

WYETH

SUPPLEMENTAL EMPLOYEE SAVINGS PLAN

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

PURPOSE

The purpose of the Plan is to provide an additional savings plan of deferred compensation for a select group of management and highly compensated employees. Accordingly, the Plan supplements the benefits of Participants whose benefits under the Savings Plan are limited (i) by the Code Limits or (ii) as a result of their election to defer Base Salary under the DCP. The Plan is intended to be 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) “409A Account” means a bookkeeping account (including all sub-accounts) maintained by the Company for each Participant, to record: (i) the Participant’s Base Salary and/or Excess Compensation deferrals; (ii) all Matching Contributions credited to a Participant, plus or minus (iii) Investment Earnings/Losses on those amounts minus (iv) all distributions or withdrawals made to a Participant or his Beneficiary, or forfeitures of unvested Matching Contributions that relate to his 409A Account, in each case to the extent that such amounts are not included in the Participant’s Grandfathered Account. The 409A Account shall be divided into Base Salary and/or Excess Compensation deferral and Matching Contribution sub-accounts.

(b) “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.

(c) “Administrative Record Keeper” means the 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 the regulations under Section 414(o) of the Code.

(e) “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). Base Salary may only be deferred under the Plan to the extent it would otherwise be payable from the Company’s regular U.S. payroll.

(f) “Beneficiary” shall have the meaning ascribed to it in the Savings Plan.

(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 that the New York Stock Exchange is open for business.

(i) “Claimant” has the meaning set forth in Section 9.1.

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

(k) “Code Limits” means Section 401(a)(17) of the Code.

(l) “Committee” means the committee of three or more officers or employees of the Company designated from time to time by Wyeth to administer the Plan and any successor thereto.

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

(n) “Company Stock Fund” means the Investment Option available under the Plan and the Savings Plan that is designed to track the performance of Wyeth’s common stock, par value $0.33 -1/3.

(o) “Covered Compensation” shall have the meaning ascribed to it in the Savings Plan.

2

(p) “DCP” means the Wyeth 2005 (409A) Deferred Compensation Plan, as amended from time to time.

(q) “Death Payment Date” shall mean as soon as practicable following the Participant’s death, but in no event later than the last business day of a month following the month in which the Participant dies.

(r) “Deferral Account” means a bookkeeping account (including all sub-accounts) maintained by the Company for each Participant to record (i) the Participant’s Base Salary and/or Excess Compensation deferrals under the Plan; (ii) all Matching Contributions credited to a Participant, plus or minus (iii) Investment Earnings/Losses on those amounts minus (iv) all distributions or withdrawals made to a Participant or his Beneficiary, or forfeitures of unvested Matching Contributions, pursuant to the Plan. The Deferral Account shall be divided into a 409A Account and a Grandfathered Account.

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

(t) “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.

(u) “Eligible Employee” means an Employee who is eligible to participate in the DCP.

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

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

(x) “Excess Compensation” means an Eligible Employee’s compensation in excess of Covered Compensation.

(y) “Grandfathered Account” means that portion of a Participant’s Deferral Account under the Plan that, for purposes of Section 409A, was both earned and vested on December 31, 2004, plus or minus Investment Earnings/Losses on those amounts, plus or minus retained earnings, minus all distributions or withdrawals made to a Participant or his Beneficiary, pursuant to the Plan that relate to his Grandfathered Account. The Grandfathered Account shall be divided into separate Base Salary and/or Excess Compensation deferral and Matching Contribution sub-accounts. For example, the Grandfathered Account of a Participant will equal all amounts deferred and vested as of December 31, 2004 and all earnings on such amounts until the balance of the Grandfathered Account is distributed. The Plan Account of a Participant who is a bona fide resident of Puerto Rico and is not subject to the Code shall constitute a Grandfathered Account.

3

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

(aa) “Investment Options” means the investment options that are selected by the Committee that are used as hypothetical investment options among which the Participant may allocate all or a portion of his Deferral Account.

(bb) “Matching Contribution” has the meaning set forth in Section 5.1.

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

(dd) “Participant” means an Eligible Employee who participates in the Plan.

(ee) “Payment Date” means as soon as practicable following the first anniversary of the Participant’s Separation from Service, but in no event later than the last Business Date of the month following the month that includes such first anniversary of the Participant’s Separation from Service.

(ff) “Plan” means this Wyeth Supplemental Employee Savings Plan, as amended from time to time.

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

(hh) “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).

(ii) “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 Plan).

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

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

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

(mm) “Savings Plan” means the Wyeth Savings Plan, as amended from time to time.

4

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

(oo) “Section 409A Compliance” has the meaning set forth in Section 10.2.

(pp) “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; provided, however, that, solely for purposes of the Grandfathered Account, “Separation from Service” shall be determined in accordance with the terms of the Prior Plan.

(qq) “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 50% of the interest in the capital or profits of such corporation, partnership or joint venture.

(rr) “Unforeseeable Emergency” means “unforeseeable emergency” within the meaning of Section 409A.

(ss) “Valid Notional Rollover” means a notional rollover of all or a portion of the balance of (i) a Participant’s Grandfathered Account to the Prior DCP at the time of Separation from Service of a Participant who has an account balance in the Prior DCP or the DCP and is Retirement Eligible at the time of such Separation from Service and (ii) a Participant’s 409A Account to the DCP at the time of Separation from Service of a Participant who is Retirement Eligible at the time of such 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 though the Payment Date may otherwise have been a later date.

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

(uu) “Year of Vesting Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006, and prior to such date shall mean 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

5

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 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 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.

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 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.

6

SECTION 3

PARTICIPATION

3.1 Continuing Participants. Any individual on the Restatement Date who was a participant in the Prior Plan immediately prior to the Restatement Date shall continue to be a Participant in the Plan on the Restatement Date.

3.2 Mandatory Participation. An Eligible Employee shall be required to commence participation in the Plan as of the effective date of his first election to defer Base Salary under the DCP.

3.3 Voluntary Participation. An Eligible Employee may voluntarily elect to defer from one to six percent of Excess Compensation under the Plan, provided, however, that an Eligible Employee who is a bona fide resident of Puerto Rico shall not be eligible to make voluntary deferrals under the Plan. In the event that an Eligible Employee elects to participate in the Plan in accordance with this Section 3.3, participation shall commence as of the first payroll period during a Plan Year in which such Eligible Employee’s compensation exceeds Covered Compensation.

3.4 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 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 4

ELECTIONS

4.1 Deferral 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 4.

4.2 Deferrals.

(a) Mandatory Deferrals. If an Eligible Employee is required to participate in the Plan because he has elected to make Base Salary deferrals under the DCP, he shall complete such Election Forms as may be required by the Administrative Record Keeper in accordance with the Administrative Procedures.

(b) Voluntary Deferrals. Except for the first Plan Year in which an individual becomes an Eligible Employee, an Eligible Employee’s voluntary election to defer Excess Compensation under the Plan with respect to a particular Plan Year must be received by the Administrative Record Keeper no later than December 31 of the prior Plan Year. With respect to

7

the first Plan Year in which an individual becomes an Eligible Employee, elections to voluntarily defer amounts into the Plan must be made within 30 days after the date the Eligible Employee becomes eligible to participate in the Plan.

(c) Continuing Plan Participants. If a Participant fails to make a deferral election, a Participant’s deferral election under the Plan for a Plan Year shall be the deferral election in effect as of December 31 of the preceding Plan Year. If a Participant amends, revokes or cancels his deferral election during a Plan Year, such amendment, revocation or cancellation shall not be effective until January 1 of the following Plan Year.

(d) Amount of Deferral. If an Eligible Employee is required to participate in the Plan as a result of his election to defer Base Salary under the DCP, the first six percent of Base Salary he elected to be deferred under the DCP shall instead automatically be deferred under the Plan. If an Eligible Employee has compensation that exceeds Covered Compensation, such Eligible Employee may voluntarily elect to defer from one to six percent of the amount of his Excess Compensation into the Plan.

(e) Vesting. A Participant shall be fully vested at all times in the Base Salary or Excess Compensation deferred (adjusted to reflect Investment Earnings/Losses) into the Plan.

4.3 Contingent Distribution Election. By no later than the earlier of (x) the date an Eligible Employee first elects to defer Base Salary under the DCP and is required to participate in the Plan or (y) the date an Eligible Employee initially voluntarily elects to participate in the Plan in accordance with Section 4.2, an Eligible Employee may make an election to transfer all or a portion of the vested balance of his 409A Account in a Valid Notional Rollover. The Administrative Record Keeper may, in accordance with the requirements of Section 409A and the Administrative Procedures, permit Participants to make one or more additional elections to transfer, in a Valid Notional Rollover, deferrals made under the Plan; provided, however, that any such election shall only apply to deferrals made for Plan Years subsequent to the date of such election. The Administrative Record Keeper may also, in accordance with the requirements of Section 409A and the Administrative Procedures, permit Participants to make one or more elections to receive distribution of their 409A Accounts on the Payment Date in lieu of a Valid Notional Rollover; provided, however, that any such election shall only apply to deferrals made for Plan Years subsequent to the date of such election. A Participant may not revoke his contingent election to transfer all or a portion of the vested balance of his 409A Account in a Valid Notional Rollover. If a Participant who has elected to make a Valid Notional Rollover is not Retirement Eligible at the time of his Separation from Service, then the election shall be void and of no further force and effect and the Participant’s 409A Account shall be paid on the Payment Date.

4.4 Transition Elections.

(a) Year 2006 and 2007. An individual who is a Participant in the Plan prior to December 31, 2007, may make an election to transfer in a Valid Notional Rollover all or a portion of the vested balance of his 409A Account; provided, however, that an election made prior to December 31, 2006 shall (x) apply solely to the amount that would not otherwise be payable to him in 2006 and (y) shall not cause an amount to be paid to him in 2006 that would not otherwise

8

have been payable to him in 2006 and an election made from January 1, 2007 through January 31, 2007 shall (x) apply solely to the amount that would not otherwise be payable to him in 2007 and (y) shall not cause any amounts to be paid to him in 2007 that would not otherwise have been payable to him in 2007.

(b) Year 2005/2006/2007. Appendix A sets forth certain transition elections for 409A 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 4.

4.5 Cancellation of Deferral Election Upon Hardship Distribution. The Committee shall cancel a deferral election with respect to a Plan Year in the event that the Participant or his Beneficiary has incurred an Unforeseeable Emergency or to the extent required for a Participant to receive a hardship distribution under the Savings Plan. If the Participant’s election is cancelled pursuant to this Section 4.5, 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 4.2(b) and the Administrative Procedures.

SECTION 5

MATCHING CONTRIBUTIONS

5.1 Matching Contributions. Subject to the provisions regarding vesting in Section 5.2 below, the Company shall make a notional matching contribution in an amount equal to fifty percent of the Base Salary or Excess Compensation deferred by the Participant under the Plan (the “Matching Contribution”). Matching Contributions shall be credited to a Participant’s Deferral Account on the same date as Base Salary or Excess Compensation deferrals and shall be accounted for by the Company separately from Base Salary or Excess Compensation deferrals.

5.2 Vesting. A Participant shall be fully vested in the Company’s Matching Contributions if he has five or more Years of Vesting Service. If a Participant has less than five Years of Vesting Service, he shall become vested in his Matching Contributions to the 409A Account, according to the following schedule:

Years of Vesting Service	Cumulative Vesting Percentage
Prior to 2 years	0%
On or after 2 years	25%
On or after 3 years	50%
On or after 4 years	75%
5 or more years	100%

Regardless of the number of Years of Vesting Service, a Participant shall be fully vested in his Matching Contributions, and such Matching Contributions shall be non-forfeitable, when he attains age 65 or upon his death, if earlier, provided that upon such event he is still an Employee. If a Participant incurs a Separation from Service or otherwise receives a distribution from the Plan at a time when such Participant is less than 100% vested in Matching Contributions, the unvested portion of such matching contributions shall be forfeited in their entirety.

9

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 of each Participant shall be divided into a separate Grandfathered Account and a 409A Account, as applicable, which accounts shall track the Base Salary deferrals, Excess Compensation deferrals, Matching Contributions, Investment Earnings/Losses, distributions, forfeitures or other elections applicable to such accounts. The Grandfathered Account and the 409A Account shall have sub-accounts established and maintained as appropriate to reflect Matching Contributions and the Investment Option(s) selected by the Participant.

6.2 Crediting/Debiting of Deferral Account. Base Salary, Excess Compensation and Matching Contribution deferrals under the Plan 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 connection with his initial deferral election under the Plan, 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 specified in the Savings Plan, or if no default is specified, in such Investment Option as may be specified by the Committee from time to time. 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 that are used as hypothetical investment options among which Participants may allocate all or a portion of their Deferral Account. 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.

10

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.

6.6 Valuation. The Administrative Record Keeper shall establish procedures for valuing the balance of a Participant’s Deferral Account in accordance with the Administrative Procedures.

6.7 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 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 Distribution of Grandfathered Accounts.

(a) Payout under the SESP. Unless a Participant makes an election in accordance with Section 7.1(b), a Participant shall receive a lump sum cash payment equal to the balance of his Grandfathered Account upon twelve months advance written notice to the Administrative Record Keeper, provided that no payment shall be made prior to the date such Participant incurs a Separation from Service.

(b) Rollover to Prior DCP. In lieu of receiving a lump sum cash distribution in accordance with Section 7.1(a), the Participant may elect, prior to his Separation from Service, to transfer the balance of his Grandfathered Account in a Valid Notional Rollover.

(c) Death. Notwithstanding the foregoing, in the event of a Participant’s death, his benefit shall be payable on the Death Payment Date, unless another date is selected by the Participant’s Beneficiary.

11

(d) Loss of Grandfathering. In the event that a Participant’s Grandfathered Account shall, for any reason, become subject to Section 409A, such account shall be paid out to the Participant in the same manner as such Participant’s 409A Account.

7.2 Distribution of 409A Accounts.

(a) Payout under the SESP. A Participant shall receive a lump sum cash payment equal to the vested balance of his 409A Account on the Participant’s Payment Date, unless such balance is transferred in a Valid Notional Rollover in accordance with an election made by the Participant under Section 4.3, or is redeferred prior to his Separation from Service in accordance with Section 8.1.

(b) Death. Notwithstanding the foregoing, in the event of a Participant’s death, his Beneficiary shall receive the vested balance of his 409A Account on the Death Payment Date.

7.3 Applicability of Prior DCP or DCP to Amounts Rolled Over to the Prior DCP or DCP. A Participant who elects to transfer his Grandfathered Account and/or 409A Account in a Valid Notional Rollover shall be subject to the applicable terms and provisions of the Prior DCP or the DCP, as the case may be, and shall be required to make his payment elections thereunder at the time he elects such notional rollover. Once the amount constituting the Participant’s Grandfathered Account and/or 409A Account is credited under the Prior DCP or the DCP, as the case may be, such crediting shall constitute a full and complete settlement with respect to the Company’s obligations to the Participant under the Plan with respect to his Grandfathered Account and/or 409A Account.

7.4 Additional Rules.

(a) Section 409A Transition. Appendix A sets forth certain transition elections for 409A 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 7.

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

SECTION 8

RE-DEFERRALS

8.1 409A Account.

(a) Re-Deferrals to the DCP. Instead of being paid to the Participant in cash on the Payment Date, a Participant shall be permitted to elect, prior to his Separation from Service, to have all or a portion of the vested balance of his 409A Account transferred in a Valid Notional Rollover on the Participant’s Separation from Service.

12

(b) Re-Deferral Requirements. The elections described in this Section 8.2 shall be subject to the following requirements which shall be construed and applied in a manner intended to result in Section 409A Compliance:

1. The election to transfer the vested balance of a Participant’s 409A Account in a Valid Notional Rollover must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to the Payment Date.

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

3. Any transfer of the 409A Account in a Valid Notional Rollover must be made in accordance with the applicable terms and provisions of the DCP as then in effect and, once the deferred amount constituting such 409A Account is credited under the DCP, shall constitute a full and complete settlement of the Company’s obligations to the Participant under the Plan with respect to the 409A Account.

4. If the 409A Account is transferred in a Valid Notional Rollover, the payment commencement date elected by the Participant under the DCP for the 409A Account must not be earlier than the fifth anniversary of the Payment Date.

8.2 Limitations on Re-Deferrals. Notwithstanding the foregoing provisions of 8.2, no Participant shall be permitted to elect a notional rollover to the DCP for any portion of his 409A Account following the date of the Participant’s Separation from Service.

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.

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.

13

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 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 Administrative Record Keeper 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 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 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.

14

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.

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 Grandfathered Account or 409A Account (regardless of whether vested) 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 409A 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.

10.2 409A Benefit Amendments. Notwithstanding any provision in the Plan to the contrary, with respect to a Participant’s 409A Account, 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

15

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.

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

16

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.

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.

17

APPENDIX A

SECTION 409 A TRANSITION ELECTIONS

1. Deferral Elections. Effective as of December 31, 2004, a Participant’s deferral election under the Plan for a Plan Year shall be the deferral election in effect as of December 31 of the preceding Plan Year. Notwithstanding the foregoing, with respect to the Plan Year beginning January 1, 2005, a Participant shall be permitted (a) on or prior to March 15, 2005, to make a deferral election or increase an existing deferral election under the Plan pursuant to Q&A 21 of Notice 2005-1; provided, however, that the Participant’s Base Salary to which such election relates has not been paid or become payable at the time of such election, and (b) on or prior to December 31, 2005, to cancel or reduce his deferral election pursuant to Section 4.1, in each case, in accordance with procedures established by the Administrative Record Keeper pursuant to Q&A 20(a) of Notice 2005-1.

2. Payments and Payment Elections.

(a) A payment election in 2005, 2006 or 2007 pursuant to Plan provisions by a Participant who incurs a Separation from Service in 2005, 2006 or 2007 (i) to receive his 409A Account, in a single lump sum one year after such Separation from Service or (ii) to transfer his 409A Account to the DCP as of his Separation from Service and receive payment after one or more years in a form permitted by such plan shall be deemed pursuant to Q&A 19(c) of Notice 2005-1, as amended by the preamble to the proposed Treasury Regulations under Section 409A of the Code, issued on September 29, 2005; provided, however, that an election made in 2006 shall apply solely to amounts that would not otherwise be payable in 2006 and shall not cause an amount to be paid in 2006 that would not otherwise be paid in 2006 and, provided further, that an election made in 2007 shall apply solely to amounts that would not otherwise be paid in 2007 and shall not cause any amount to be paid in 2007 that would not otherwise be paid in 2007 . A Participant shall not be permitted to receive his 409A Account in the calendar year in which he incurs a Separation from Service.

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

3. Termination of Participation; Cancellation of Deferral Elections.

(a) In 2005, a Participant shall be permitted, subject to the requirements of the DCP, to prospectively elect to cancel, in whole or in part, his deferral election.

A-1

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

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

A-2

EX-10.48

Exhibit 10.48

WYETH

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

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

PURPOSE

The Plan supplements the benefits of Participants whose benefits under the Retirement Plan are limited as a result of Deferrals or by operation of the Code Limits. The Plan is intended to constitute an excess benefit plan and 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) “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.

(f) “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).

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

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

(i) “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.

(j) “Committee” means the committee of such officers and/or employees of the Company as shall be designated from time to time by Wyeth to administer the Plan and any successor thereto.

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

(l) “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.

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

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

(o) “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.

(p) “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.

2

(q) “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.

(r) “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.

(s) “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.

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

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

(v) “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.

(w) “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.

(x) “Eligible Employee” means an employee of the Company (i) whose terms and conditions of employment are not subject to a collective bargaining agreement, (ii) whose rate of annual base compensation for a calendar year equals or exceeds $155,000.00, and (iii) who is eligible to participate in the Retirement Plan. 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 the requirement of clause (iii) 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.

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

3

(z) “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.

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

(bb) “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.

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

(dd) “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.

(ee) “Normal Retirement Date” means the first day of the first month following a Participant’s 65^th birthday, unless such birthday falls on the first of the month, in which case Normal Retirement Date means the Participant’s 65^th birthday.

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

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

(hh) “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.

(ii) “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.

(jj) “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.

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

4

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

(mm) “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.

(nn) “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).

(oo) “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).

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

(qq) “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 65.

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

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

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

(uu) “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.

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

(ww) “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.

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

5

(yy) “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.

(zz) “Vested Plan Benefit” means a Plan Benefit that has vested in accordance with Section 4.3.

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

(bbb) “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 to 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. If any member of the Committee is a Participant, such member shall not resolve, or participate in the resolution of, any matter relating specifically to such Committee member’s eligibility to participate in the Plan or the calculation or determination of such member’s Plan Benefit.

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

6

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 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

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.

3.2 New Participants. An employee of the Company who does not become a Participant in the Plan in accordance with Section 3.1 shall commence participation in the Plan as follows: (i) for an individual who is an Eligible Employee as of the date on which he is hired or rehired as an employee of the Company, the first day of the month following the first anniversary of the date on which such individual first performs services for wages as an employee of the Company; (ii) for an individual who receives a mid-year increase in annual base compensation (other than a retroactive increase described in clause (iv) of this sentence) and, as a result of such increase, becomes an Eligible Employee, the first day of the month following the date on which such increase in annual base compensation first becomes effective; (iii) for an individual who receives an increase in annual base compensation in any calendar year which is effective as of January 1 of the next calendar year and, as a result of such increase, first becomes an Eligible Employee, February 1 of such next calendar year; (iv) for an individual who receives a retroactive

7

increase in annual base compensation and, as a result of such increase, first becomes an Eligible Employee, the first day of the month following the date on which such increase in annual base compensation is first payable to such individual under the Company’s normal payroll practices; and (v) for an Eligible Employee not otherwise described in (i) through (iv), as determined by the Committee in accordance with Section 409A. Notwithstanding the previous sentence, if an Eligible Employee is not a participating employee in the Retirement Plan on the applicable date set forth in the previous sentence, such Eligible Employee’s participation in the Plan shall not commence until the first day of the first month in which such Eligible Employee first begins participating in the Retirement Plan.

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 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. In addition, the Committee may, if it determines it to be 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 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) The Participant’s annual accrued benefit under the terms of the “Final Average Annual Pension Earnings” formula of the Retirement Plan calculated as of the date of the Participant’s Separation from Service as if:

1. for purposes of calculating such accrued benefit, the Participant’s compensation for each calendar year included the Participant’s Deferrals for each such calendar year; and

2. for purposes of calculating such accrued benefit, the Code Limits did not apply.

8

less

(b) The Participant’s annual accrued benefit under the Retirement Plan, as of the date of the Participant’s Separation from Service.

4.3 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 65, in each case, as of the date of the Participant’s Separation from Service.

4.4 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.

(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

9

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.

4.5 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.

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.

10

(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 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

11

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 2006 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. Subject to Section 7, any such Payment Election shall become irrevocable as of the last day of the applicable 30-day period.

(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.

12

(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 anniversary of his Separation from Service (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.

(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,

13

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 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

14

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 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.

15

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.

16

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.

17

6.5 Death Benefits to Un-Married Participants. The provisions of this Section 6.5 shall apply effective July 24, 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 Participant’s Separation from Service, even if the Payment Date for the Lump-Sum Option is a

18

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.

19

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

20

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.

21

SECTION 9

AMENDMENT AND TERMINATION

9.1 Amendment or Termination. The Plan may be amended or terminated at any time, by the Board of Directors or the Committee; provided, however, no amendment or termination may reduce the amount of a Participant’s Plan Benefit as of the date of the amendment or termination without the Participant’s written consent; and provided further that it shall not be a reduction of a Participant’s Plan Benefit within the meaning of the preceding proviso if the amount of the Plan Benefit is reduced pursuant to Section 4.2(b) following an amendment or termination solely as a result in an increase in the value of Participant’s accrued benefit under the Retirement Plan. 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 (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.

9.2 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 9.2 shall be final, conclusive and binding on all persons.

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

22

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:

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.

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 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.

23

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.

24

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.

(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.

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 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-10.49

Exhibit10.49

WYETH

2002 STOCK INCENTIVE PLAN

(Approved by stockholders on April 25, 2002 and as amended by the Board of Directors through November 16, 2006)

Section 1. Purpose. The purpose of the 2002 Stock Incentive Plan (the “Plan”) is to provide favorable opportunities for officers and other key employees of Wyeth (the “Company”) and its subsidiaries to acquire shares of Common Stock of the Company or to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for these employees to contribute to the future success and prosperity of the Company, thus enhancing the value of the stock for the benefit of the stockholders, and increase the ability of the Company to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained progress, growth and profitability depend.

Pursuant to the Plan, options to purchase the Company’s Common Stock (“Options”) and Stock Appreciation Rights may be granted and Restricted Stock may be awarded by the Company. Options granted under the Plan may be either incentive stock options, as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), or options which do not meet the requirements of said Section 422(b) of the Code, herein referred to as non-qualified stock options.

It is intended, except as otherwise provided herein, that incentive stock options may be granted under the Plan and that such incentive stock options shall conform to the requirements of Section 422 and 424 of the Code and to the provisions of this Plan and shall otherwise be as determined by the Committee (as hereinafter defined) and, to the extent provided in the last sentence of Section 2 hereof, approved by the Board of Directors. The terms “subsidiaries” and “subsidiary corporation” shall have the meanings given to them by Section 424 of the Code. All section references to the Code in this Plan are intended to include any amendments or substitutions therefor subsequent to the adoption of the Plan.

Section 2. Administration. The Plan shall be administered by a Compensation and Benefits Committee (the “Committee”) consisting of two or more members of the Board of Directors of the Company, each of whom shall be (i) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) an “outside director” within the meaning of Section 162(m) of the Code. The Committee shall have full authority to grant Options and Stock Appreciation Rights, and make Restricted Stock awards, to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management. The decisions of the Committee shall be binding and conclusive for all purposes and upon all persons unless and except to the extent that the Board of Directors of the Company shall have previously directed that all or specified types of decisions of the Committee shall be subject to approval by the Board of Directors. Notwithstanding the foregoing and anything else in the Plan to the contrary, the Committee, in its sole discretion, may delegate the Committee’s authority and duties under the Plan to the Chief Executive Officer of the Company, or to any other committee to the extent permitted under Delaware law, under such conditions and limitations as the Board of Directors or the Committee may from time to time establish, except that only the Committee may make any determinations regarding awards to participants who are subject to Section 16 of the Exchange Act.

Section 3. Number of Shares. The total number of shares which may be sold or awarded under the Plan and with respect to which Stock Appreciation Rights may be exercised shall not exceed 65,000,000 shares of the Company’s Common Stock. The total number of shares which may be sold or awarded under the Plan to any optionee (hereinafter defined), including shares for which Stock Appreciation Rights may be exercised, shall not exceed 10% of such number, as and if adjusted, over the life of the Plan. The shares may be authorized and unissued or issued and reacquired shares, as the Board of Directors from time to time may determine. Shares with respect to which Options or Stock Appreciation Rights are not exercised prior to termination of the Option and shares that are part of a Restricted Stock award which are forfeited before the restrictions lapse shall be available for Options and Stock Appreciation Rights thereafter granted and for Restricted Stock thereafter awarded under the Plan, to the fullest extent permitted by Rule 16b-3 under the Exchange Act (if applicable at the time).

Section 4. Participation. The Committee may, from time to time, select and grant Options and Stock Appreciation Rights to officers (whether or not directors) and other key employees of the Company and its subsidiaries (“optionees”) and award Restricted Stock to officers (whether or not directors) and other key employees of the Company and its subsidiaries and shall determine the number of shares subject to each Option or award.

Section 5. Terms and Conditions of Options. The terms and conditions of each Option and each Stock Appreciation Right shall be set forth in an agreement or agreements between the Company and the optionee. Such terms and conditions shall include the following as well as such other provisions, not inconsistent with the Plan, as may be deemed advisable by the Committee:

(a) Number of Shares. The number of shares subject to the Option.

(b) Option Price. The option price per share (the “Option Price”), shall not be less than 100% of the Fair Market Value of a share of the Company’s Common Stock on the date the Option is granted. Fair Market Value of the Common Stock as of any date, shall be deemed to be the closing price of the Common Stock on the Consolidated Transaction Reporting System on such date or if such date is not a trading day, on the most recent trading day prior to such date. Once granted, except as provided in Section 8, the Option Price of outstanding Options may not be reduced, whether by repricing exchange or otherwise.

(c) Date of Grant. Subject to previous directions of the Board of Directors pursuant to the third sentence of Section 2, the date of grant of an Option shall be the date when the Committee meets and awards such Option.

(d) Payment. The Option Price multiplied by the number of shares to be purchased by exercise of the Option shall be paid upon the exercise thereof. Unless the terms of an Option provide to the contrary, upon exercise, the aggregate Option Price shall be payable by delivering to the Company (i) cash equal to such aggregate Option Price, (ii) shares of the Company’s Common Stock owned by the grantee having a fair market value on the day the Company’s Common Stock is quoted on the Consolidated Transaction Reporting System immediately preceding the date of exercise (determined in accordance with Section 5(b) or as otherwise permitted by the Committee) at least equal to such aggregate Option Price, (iii) a combination of any of the above methods which total to such aggregate Option Price, or (iv) any other form of consideration which has been approved by the Committee, including under any approved cashless exercise mechanism; and payment of such aggregate Option Price by any such means shall be made and received by the Company prior to the delivery of the shares as to which the Option was exercised. The right to deliver in full or partial payment of such Option Price any consideration other than cash shall be limited to such frequency as the Committee shall determine in its absolute discretion. A holder of an Option shall have none of the rights of a stockholder until the shares are issued to him or her; provided that if an optionee exercises an Option and the appropriate purchase price is received by the Company in accordance with this Section 5(d) prior to any dividend record date, such optionee shall be entitled to receive the dividends which would be paid on the shares subject to such exercise if such shares were outstanding on such record date.

(e) Term of Options. Each Option granted pursuant to the Plan shall be for the term specified in the applicable option agreement (the “Option Agreement”) subject to earlier termination in all cases as provided in paragraph (g) of this Section.

(f) Exercise of Option. Options granted under the Plan may be exercised during the period and in accordance with the conditions set forth in the Plan and the applicable Option Agreement; provided, however, that (i) no option granted under the Plan may be exercisable earlier than the later of (A) one year from the date of grant or (B) the date on which the optionee completes two years of continuous employment with the Company or one or more of its subsidiaries, and (ii) in the event of an optionee’s death, Retirement (as defined below) or Disability (as defined below), any options held by such optionee shall become exercisable on his or her Retirement date, the date his or her employment terminates on account of Disability or the date of his or her death provided he or she has been in the continuous employment of the Company or one or more of its subsidiaries for at least two years at such time. No Option may be exercised after it is terminated as provided

2

in paragraph (g) of this Section, and no Option may be exercised unless the optionee is then employed by the Company or any of its subsidiaries and shall have been continuously employed by the Company or one or more of such subsidiaries since the date of the grant of his or her Option, except (x) as provided in paragraph (g) of this Section, and (y) in the case of the optionee’s Retirement or Disability (in which case the optionee may exercise the Option to the extent he or she was entitled to exercise it at the time of such termination or such shorter period as may be provided in the Option Agreement) or death (in which case the Option may be exercised by the optionee’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to exercise such Option to the extent the optionee was entitled to exercise it at the time of his or her death). As used herein, “Retirement” shall mean termination of the optionee’s full-time employment on or after the earliest retirement age under any qualified retirement plan of the Company or its subsidiaries which covers the optionee, or age 55 with 5 continuous years of such employment if there is no such plan and “Disability” shall mean termination of the optionee’s full-time employment for reason of disability for purposes of at least one qualified retirement plan or long term disability plan maintained by the Company or its subsidiaries in which the optionee participates. Non-qualified stock options and incentive stock options may be exercised regardless of whether other Options granted to the optionee pursuant to the Plan are outstanding or whether other stock options granted to the optionee pursuant to any other plan are outstanding.

(g) Termination of Options. An Option, to the extent not validly exercised, shall terminate upon the occurrence of the first of the following events:

(i) On the date specified in the Option Agreement;

(ii) Three months after termination by the Company or one of its subsidiaries of the optionee’s employment for any reason other than in the case of death, Retirement, Disability or deliberate gross misconduct, determined in the sole discretion of the Committee, during which three month period the Option may be exercised by the optionee to the extent the optionee was entitled to exercise it at the time of such termination;

(iii) Concurrently with the time of termination by the Company or one of its subsidiaries of the optionee’s employment for deliberate gross misconduct, determined in the sole discretion of the Committee (for purposes only of this subparagraph (iii) an Option shall be deemed to be exercised when the optionee has received the stock certificate (or valid instructions in the case in the delivery of uncertificated shares) representing the shares for which the Option was exercised); or

(iv) Concurrently with the time of termination by the employee of his or her employment with the Company or one of its subsidiaries for reasons other than Retirement, Disability or death.

Notwithstanding the above, no Option shall be exercisable after termination of employment unless the optionee shall have, during the entire time period in which his or her Options are exercisable, (a) refrained from becoming or serving as an officer, director, partner or employee of any individual proprietorship, partnership or corporation, or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to, and otherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company or, if occurring before termination of employment, would have otherwise constituted deliberate gross misconduct for purposes of Section 5(g)(iii). If these conditions are not fulfilled, the optionee shall forfeit all rights to any unexercised Option as of the date of the breach of the condition.

(h) Non-transferability of Options and Stock Appreciation Rights. Options and Stock Appreciation Rights shall not be transferable by the optionee other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall during his or her lifetime be exercisable only by the optionee; provided, however, that the

3

Committee may, in its sole discretion, allow for transfer of Options (other than incentive stock options, unless such transferability would not adversely affect incentive stock option tax treatment) to other persons or entities, subject to such conditions or limitations as it may establish to ensure that transactions with respect to Options intended to be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act do not fail to maintain such exemption as a result of the Committee causing Options to be transferrable, or for other purposes; provided further, however, that for any Option that is transferred, other than by the laws of descent and distribution, any related Stock Appreciation Right shall be extinguished.

(i) Applicable Laws or Regulations. The Company’s obligation to sell and deliver stock under the Option is subject to such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations.

(j) Limitations on Incentive Stock Options. To the extent that the aggregate fair market value of the Company’s Common Stock, determined at the time of grant in accordance with the provisions of Section 5(b), with respect to which incentive stock options granted under this or any other Plan of the Company are exercisable for the first time by an optionee during any calendar year exceeds $100,000, or such other amount as may be permitted under the Code, such excess shall be considered non-qualified stock options.

Notwithstanding anything in the Plan to the contrary, any incentive stock option granted to any individual who, at the time of grant, is the owner, directly or indirectly, of stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any subsidiary thereof, shall (i) have a term not exceeding five years from the date of grant and (ii) shall have an option price per share of not less than 110% of the fair market value of the Company’s Common Stock on the date the incentive stock option is granted (determined in accordance with the last sentence of Section 5(b)).

Section 6. Stock Appreciation Rights.

(a) The Committee may, in its sole discretion, from time to time grant Stock Appreciation Rights to certain optionees in connection with any Option granted under this Plan and in connection with Options granted under the 1990 and 1993 Wyeth Stock Incentive Plans and under the 1985 Wyeth Stock Option Plan. Stock Appreciation Rights may be granted either at the time of the grant of an Option under the Plan or at any time thereafter during the term of the Option, provided such Stock Appreciation Rights may also be granted with respect to outstanding Options under the 1990 and 1993 Wyeth Stock Incentive Plans and the 1985 Wyeth Stock Option Plan. Stock Appreciation Rights may be granted with respect to all or part of the stock under a particular Option.

(b) Stock Appreciation Rights shall entitle the holder of the related Option, upon exercise, in whole or in part, of the Stock Appreciation Rights, to receive payment in the amount and form determined pursuant to subparagraph (iii) of paragraph (c) of this Section 6. Stock Appreciation Rights may be exercised only to the extent that the related Option has not been exercised. The exercise of Stock Appreciation Rights shall result in a pro rata surrender of the related Option to the extent that the Stock Appreciation Rights have been exercised.

(c) Stock Appreciation Rights shall be subject to such terms and conditions which are not inconsistent with the Plan as shall from time to time be approved by the Committee and reflected in the applicable Option Agreement (or in a separate document, which shall be considered for purposes of the Plan to be incorporated into and part of the applicable Option Agreement), and to the following terms and conditions.

(i) Stock Appreciation Rights shall be exercisable at such time or times and to the extent, but only to the extent, that the Option to which they relate shall be exercisable.

(ii) [Reserved]

4

(iii) Upon exercise of Stock Appreciation Rights, the holder thereof shall be entitled to elect to receive therefor payment in the form of shares of the Company’s Common Stock (rounded down to the next whole number so no fractional shares are issued), cash or any combination thereof in an amount equal in value to the difference between the Option Price per share and the fair market value per share of Common Stock on the date of exercise multiplied by the number of shares in respect of which the Stock Appreciation Rights shall have been exercised, subject to any limitation on such amount which the Committee may in its discretion impose. The fair market value of Common Stock shall be deemed to be the mean between the highest and lowest sale prices of the Common Stock on the Consolidated Transaction Reporting System on the date the Stock Appreciation Right is exercised or if no transaction on the Consolidated Transaction Reporting System occurred on such date, then on the last preceding day on which a transaction did take place.

(iv) Any exercise of Stock Appreciation Rights by an officer or director subject to Section 16(b) of the Exchange Act, as well as any election by such officer or director as to the form of payment of Stock Appreciation Rights (Common Stock, cash or any combination thereof), shall be made during the ten-day period beginning on the third business day following the release for publication of any quarterly or annual statement of sales and earnings by the Company and ending on the twelfth business day following the date of such release (“window period”). In the event that such a director or officer exercises a Stock Appreciation Right for cash or stock pursuant to this Section 6 during a “window period”, the day on which such right is effectively exercised shall be that day, if any, during such “window period” which is designated by the Committee in its discretion for all such exercises by such individuals during such period. If no such day is designated, the day of effective exercise shall be determined in accordance with normal administrative practices of the Plan.

(d) To the extent that Stock Appreciation Rights shall be exercised, the Option in connection with which such Stock Appreciation Rights shall have been granted shall be deemed to have been exercised for the purpose of the maximum limitations set forth in the Plan under which such Options shall have been granted. Any shares of Common Stock which are not purchased due to the surrender in whole or in part of an Option pursuant to this Section 6 shall not be available for granting further Options under the Plan.

Section 7. Restricted Stock Performance Awards. The Committee may, in its sole discretion, from time to time, make awards of shares of the Company’s Common Stock or awards of units representing shares of the Company’s Common Stock, up to 8,000,000 shares in the aggregate, to such officers and other key employees of the Company and its subsidiaries in such quantity, and on such terms, conditions and restrictions (whether based on performance standards, periods of service or otherwise) as the Committee shall establish (“Restricted Stock”). The terms, conditions and restrictions of any Restricted Stock award made under this Plan shall be set forth in an agreement or agreements between the Company and the recipient of the award.

(a) Issuance of Restricted Stock. The Committee shall determine the manner in which Restricted Stock shall be held during the period it is subject to restrictions.

(b) Stockholder Rights. Beginning on the date of grant of the Restricted Stock award and subject to the execution of the award agreement by the recipient of the award and subject to the terms, conditions and restrictions of the award agreement, the Committee shall determine to what extent the recipient of the award has the rights of a stockholder of the Company including, but not limited to, whether the employee receiving the award has the right to vote the shares or to receive dividends or dividend equivalents.

(c) Restriction on Transferability. None of the shares or units of a Restricted Stock award may be assigned or transferred, pledged or sold prior to their delivery to a recipient or, in the case of a recipient’s death, to the recipient’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the Committee may, in its sole discretion, allow for transfer of shares or units of a Restricted Stock Award to other persons or entities.

5

(d) Delivery of Shares. Upon the satisfaction of the terms, conditions and restrictions contained in the Restricted Stock award agreement or the release from the terms, conditions and restrictions of a Restricted Stock award agreement, as determined by the Committee, the Company shall deliver, as soon as practicable, to the recipient of the award (or permitted transferee), or in the case of his or her death to his or her legal representative or legatee or such other person designated by an appropriate court, a stock certificate (or proper crediting in uncertificated shares) for the appropriate number of shares of the Company’s Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.

(e) Forfeiture of Restricted Stock. Subject to Section 7(f), all of the restricted shares or units with respect to a Restricted Stock award shall be forfeited and all rights of the recipient with respect to such restricted shares or units shall terminate unless the recipient continues to be employed by the Company or its subsidiaries until the expiration of the forfeiture period and the satisfaction of any other conditions set forth in the award agreement.

(f) Waiver of Forfeiture Period. Notwithstanding any other provisions of the Plan, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any award agreement under certain circumstances (including the death, Disability or Retirement of the recipient of the award or a material change in circumstances arising after the date of an award) and subject to such terms and conditions (including forfeiture of a proportionate number of the restricted shares) as the Committee shall deem appropriate.

Section 8. Adjustment in Event of Change in Stock. Subject to Section 9, in the event of a stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall, subject to the approval of the Board of Directors, appropriately adjust the number and kind of shares available for issuance under the Plan, the number, kind and Option Price of shares subject to outstanding Options and Stock Appreciation Rights and the number and kind of shares subject to outstanding Restricted Stock awards; provided, however, that to the extent permitted in the case of incentive stock options by Sections 422 and 424 of the Code, in the event that the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, through reorganization, merger, consolidation, liquidation, recapitalization, reclassification, stock split-up, combination of shares or dividend, appropriate adjustment in the number and kind of shares as to which Options may be granted and as to which Options or portions thereof then unexercised shall be exercisable, and in the Option Price thereof, shall be made to the end that the proportionate number of shares or other securities as to which Options may be granted and the optionee’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that any such adjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; and provided, further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 8, any new shares or units issued to a recipient of a Restricted Stock award shall be subject to the same terms, conditions and restrictions as the underlying Restricted Stock award for which the adjustment was made.

Section 9. Effect of a Change of Control.

(a) For purposes of this Section 9, “Change of Control” shall, unless the Board of Directors of the Company otherwise directs by resolution adopted prior thereto or, in the case of a particular award, the applicable award agreement states otherwise, be deemed to occur if (i) any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board of Directors of the Company at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally prior to

6

said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. As used herein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the Company and (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such controlled entity.

(b) Except to the extent reflected in a particular award agreement, in the event of a Change of Control:

(i) notwithstanding any vesting schedule, or any other limitation on exercise or vesting, with respect to an award of Options, Stock Appreciation Rights or Restricted Stock, such Options or Stock Appreciation Rights shall become immediately exercisable with respect to 100 percent of the shares subject thereto, and the restrictions shall expire immediately with respect to 100 percent of such Restricted Stock award; and

(ii) the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options, Stock Appreciation Rights or Restricted Stock awards and pay to the holders thereof, in cash, the value of such awards based upon the highest price per share of Company Common Stock received or to be received by other stockholders of the Company in connection with the Change of Control.

Section 10. Amendment and Discontinuance. The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not (except as provided in Section 8), without further approval of the stockholders, (i) increase the aggregate number of shares with respect to which awards may be made under the Plan; (ii) change the manner of determining the Option Price (other than determining the fair market value of the Common Stock to conform with applicable provisions of the Code or regulations and interpretations thereunder); (iii) extend the term of the Plan or the maximum period during which any Option may be exercised or (iv) make any other change which, in the absence of stockholder approval, would cause awards granted under the Plan which are then outstanding, or which may be granted in the future, to fail to meet the exemptions provided by Section 162(m) of the Code. No amendments, revision or discontinuance of the Plan shall, without the consent of an optionee or a recipient of a Restricted Stock award in any manner adversely affect his or her rights under any Option theretofore granted under the Plan. No amendments, revisions or discontinuance of the Plan shall, without the consent of Participant, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. Notwithstanding any provision in the Plan to the contrary, the Committee shall have the right to unilaterally amend, revise or discontinue the Plan, and any provision of the Plan and the Committee shall have the right to unilaterally amend, revise or discontinue any Option Agreement or award agreement, any provision of an Option Agreement or award agreement and any Participant elections under an Option Agreement or award agreement, in each case, without the consent of any Participant, where such amendment, revision or discontinuance is necessary or desirable to comply with applicable law or to ensure that, with respect to any Option, Restricted Stock award, Stock Appreciation Right or the cash or shares of common stock into which they are converted, the Participant is not subject to adverse or unintended tax consequences under Section 409A of the Code; provided, however, that, with respect to any Option or Stock Appreciation Right, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock, to the extent that such shares constitute a deferral of compensation for purposes of Section 409A of the Code, unless (i) all arrangements sponsored by the Company that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements are terminated, (ii) no payments, other than payments that would be payable under the terms of such arrangements if the termination had not occurred, are made within 12 months of the termination of such arrangements, (iii) all payments are made within 24 months of the termination of the arrangements and (iv) the Company does not adopt a new arrangement that would be aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at any time within the five years following the date of Plan termination. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section shall be final, conclusive and binding on all persons.

Section 11. Effective Date and Duration. The Plan was adopted by the Board of Directors of the Company on January 31, 2002, subject to approval by the stockholders of the Company at a meeting to be held in April 2002. Neither the

7

Plan nor any Option or Stock Appreciation Right or Restricted Stock award shall become binding until the Plan is approved by a vote of the stockholders in a manner which complies with Sections 162(m) and 422(b)(1) of the Code. No Option may be granted and no stock may be awarded under the Plan before January 31, 2002 nor after January 31, 2012.

Section 12. Tax Withholding. Notwithstanding any other provision of the Plan, the Company or its subsidiaries, as appropriate, shall have the right to deduct from all awards under the Plan cash and/or stock, valued at fair market value on the date of payment in accordance with Section 5(b), in an amount necessary to satisfy all federal, state or local taxes as required by law to be withheld with respect to such awards. In the case of awards paid in the Company’s Common Stock, the optionee or permitted transferee may be required to pay to the Company or a subsidiary thereof, as appropriate, the amount of any such taxes which the Company or subsidiary is required to withhold, if any, with respect to such stock. Subject in particular cases to the disapproval of the Committee, the Company may accept shares of the Company’s Common Stock of equivalent fair market value in payment of such withholding tax obligations if the optionee elects to make payment in such manner.

Section 13. Construction and Conditions. The Plan and Options, Restricted Stock awards, and Stock Appreciation Rights granted thereunder shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with such federal law as may be applicable.

Neither the existence of the Plan nor the grant of any Options or Stock Appreciation Rights or awards of Restricted Stock pursuant to the Plan shall create in any optionee the right to continue to be employed by the Company or its subsidiaries. Employment shall be “at will” and shall be terminable “at will” by the Company or employee with or without cause. Any oral statements or promises to the contrary are not binding upon the Company or the employee.

Section 14. Section 409A. To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A, the Company intends for the Plan to comply with the standards for nonqualified deferred compensation established by Section 409A (the “409A Standards”). To the extent that any terms of the Plan would subject Participants to gross income inclusion, interest or an additional tax pursuant to Section 409A, those terms are to that extent superseded by the 409A Standards.”

8

EX-10.50

Exhibit 10.50

WYETH

2005 STOCK INCENTIVE PLAN

(As approved by stockholders at the 2005 Annual Meeting and as amended by the Board of Directors through November 16, 2006)

Section 1. Purpose. The purpose of the 2005 Stock Incentive Plan (the “Plan”) is to provide favorable opportunities for officers and other key employees (“Participants”) of Wyeth (the “Company”) and its subsidiaries to acquire shares of Common Stock of the Company and to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for Participants to contribute to the future success and prosperity of the Company, thus enhancing the value of the stock for the benefit of the stockholders, and increase the ability of the Company to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained progress, growth and profitability depend.

Pursuant to the Plan, options to purchase the Company’s Common Stock (“Options”) and Restricted Stock (as defined in Section 6) may be granted to Participants by the Company. Options granted under the Plan may be either incentive stock options, as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), herein referred to as “incentive stock options,” or options which do not meet the requirements of Section 422(b) of the Code, herein referred to as “non-qualified stock options.”

It is intended, except as otherwise provided herein, that incentive stock options may be granted under the Plan and that such incentive stock options shall conform to the requirements of Section 422 and 424 of the Code and to the provisions of this Plan and shall otherwise be as determined by the Committee (as hereinafter defined). The terms “subsidiaries” and “subsidiary corporation” shall have the meanings given to them by Section 424 of the Code. All section references to the Code in this Plan are intended to include any amendments or substitutions therefor subsequent to the adoption of the Plan.

Section 2. Administration. The Plan shall be administered by a Compensation and Benefits Committee (the “Committee”) consisting of two or more members of the Board of Directors of the Company (the “Board”), each of whom shall meet the requirements for (i) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) an “outside director” within the meaning of Section 162(m) of the Code and (iii) an “independent director” under the New York Stock Exchange listing rules and any other required independence standards. The Committee shall have full authority to grant Options and Restricted Stock, to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management. The decisions of the Committee shall be binding and conclusive for all purposes and upon all persons unless and except to the extent that the Board shall have previously directed that all or specified types of decisions of the Committee shall be subject to approval by the Board. Notwithstanding the foregoing and anything else in the Plan to the contrary, the Committee, in its sole discretion, may delegate the Committee’s authority and duties under the Plan to the Chief Executive Officer of the Company, or to any other committee, in either case to the extent permitted under applicable

law, under such conditions and limitations as the Board or the Committee may from time to time establish, except that only the Committee may make any determinations regarding awards to Participants who are subject to Section 16 of the Exchange Act.

Section 3. Number of Shares. The total number of shares which may be sold or awarded under the Plan shall not exceed 45 million shares of the Company’s Common Stock, of which up to 6 million may be granted as Restricted Stock. The total number of shares for which Options may be granted under the Plan to any Participant during any one fiscal year of the Company shall not exceed 4.5 million. The shares may be authorized and unissued or issued and reacquired shares, as the Board from time to time may determine. Shares with respect to which Options are not exercised prior to termination of the Option, or that are part of a Restricted Stock award that is forfeited before the restrictions lapse, shall again be available for Options and Restricted Stock thereafter granted under the Plan, to the fullest extent permitted by law.

Section 4. Participation. The Committee may, from time to time, grant Options and Restricted Stock to Participants and shall determine the number of shares subject to each grant.

Section 5. Terms and Conditions of Options. The terms and conditions of each Option shall be set forth in an agreement or agreements between the Company and the Participant. Such terms and conditions shall include the following as well as such other provisions, not inconsistent with the Plan, as may be deemed advisable by the Committee:

(a) Number of Shares. The number of shares subject to the Option.

(b) Option Price. The option price per share (the “Option Price”), shall not be less than 100% of the Fair Market Value of a share of the Company’s Common Stock on the date the Option is granted. Fair Market Value of the Common Stock as of any date, shall be deemed to be the closing price of the Common Stock on the Consolidated Transaction Reporting System on such date or if such date is not a trading day, on the most recent trading day prior to such date. Once granted, except as provided in Section 7, the Option Price of outstanding Options may not be reduced, whether by repricing exchange or otherwise.

(c) Date of Grant. The date of grant of an Option shall be the date when the Committee meets and awards such Option, or such later date as the Committee shall designate.

(d) Payment. The Option Price multiplied by the number of shares to be purchased by exercise of an Option shall be paid upon the exercise thereof. Unless the terms of an Option provide to the contrary, upon exercise, the aggregate Option Price shall be payable (i) in cash equal to such aggregate Option Price, (ii) in shares of the Company’s Common Stock owned by the Participant (which, for so long as necessary to avoid adverse accounting treatment, must have been held by the Participant at least six months) having a Fair Market Value on the day immediately preceding the date of exercise at least equal to such aggregate Option Price, (iii) a combination of the above methods, or (iv) by any other means approved by the Committee, including under any

2

approved cashless exercise mechanism. Payment of the aggregate Option Price shall be made and received by the Company prior to the delivery of the shares as to which the Option was exercised. The right to deliver, in full or partial payment of the Option Price, any consideration other than cash shall be limited to such frequency as the Committee shall determine in its absolute discretion. A Participant shall have none of the rights of a stockholder with respect to an Option until the shares of Common Stock underlying such Option are issued to him or her. In order to be validly exercised, the aggregate Option Price and all necessary exercise documentation must be submitted to the Company or its designated agent not later than the close of trading on the date of expiration of the Option or, if such date is not a trading day, the close of trading on the last trading day prior to the date of expiration of the Option.

(e) Term of Options. Each Option granted pursuant to the Plan shall be for the term specified in the applicable option agreement (the “Option Agreement”).

(f) Exercise of Option. Unless otherwise provided in the applicable Option Agreement, (i) no Option granted under the Plan may be exercisable earlier than the later of (A) one year from the date of grant or (B) the date on which the Participant completes two years of continuous employment with the Company or one or more of its subsidiaries, and (ii) in the event of a Participant’s death, Retirement (as defined below) or Disability (as defined below), any Options held by such Participant shall become exercisable on his or her Retirement date, the date his or her employment terminates on account of Disability or the date of his or her death provided he or she has been in the continuous employment of the Company or one or more of its subsidiaries for at least two years at such time. No Option may be exercised after it is terminated as provided in paragraph (g) of this Section, and no Option may be exercised unless the Participant is then employed by the Company or any of its subsidiaries and shall have been continuously employed by the Company or one or more of such subsidiaries since the date of the grant of his or her Option, except (x) as provided in paragraph (g) of this Section, and (y) in the case of the Participant’s Retirement or Disability (in which case the Participant may exercise the Option to the extent he or she was entitled to exercise it at the time of such termination or such shorter period as may be provided in the Option Agreement) or death (in which case the Option may be exercised by the Participant’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to exercise such Option to the extent the Participant was entitled to exercise it at the time of his or her death). As used herein, “Retirement” shall mean termination of the Participant’s full-time employment on or after the earliest retirement age under any qualified retirement plan of the Company or its subsidiaries which covers the Participant, or age 55 with 5 continuous years of such employment if there is no such plan, and “Disability” shall mean termination of the Participant’s full-time employment for reason of disability for purposes of at least one qualified retirement plan or long term disability plan maintained by the Company or its subsidiaries in which the Participant participates. Non-qualified stock options and incentive stock options may be exercised regardless of whether other Options granted to the Participant pursuant to the Plan are outstanding or whether other stock options granted to the Participant pursuant to any other plan are outstanding.

3

(g) Termination of Options. Unless otherwise provided in the applicable Option Agreement, an Option, to the extent not validly exercised, shall terminate at the end of its stated term or, if earlier, upon the occurrence of the first of the following events:

(i) Three months after termination by the Company or one of its subsidiaries of the Participant’s employment for any reason other than in the case of death, Retirement, Disability, or deliberate gross misconduct determined in the sole discretion of the Committee, during which three month period the Option may be exercised by the Participant to the extent the Participant was entitled to exercise it at the time of such termination;

(ii) Concurrently with the time of termination by the Company or one of its subsidiaries of the Participant’s employment for deliberate gross misconduct determined in the sole discretion of the Committee (for purposes only of this subparagraph (ii) an Option shall be deemed to be exercised when the Participant has received the stock certificate (or valid instructions in the case of delivery of uncertificated shares) representing the shares for which the Option was exercised); or

(iii) Concurrently with the time of a Participant’s voluntary termination of his or her employment with the Company or one of its subsidiaries for reasons other than Retirement or Disability.

Notwithstanding the above, no Option shall be exercisable after termination of employment unless the Participant shall have, for the entire time period during which his or her Options were exercisable, (a) refrained from becoming or serving as an officer, director, partner or employee of any individual proprietorship, partnership or corporation, or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to, and otherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company or, if occurring before termination of employment, would have otherwise constituted deliberate gross misconduct for purposes of Section 5(g)(ii). If these conditions are not fulfilled, the Participant shall forfeit all rights to any unexercised Option as of the date of the breach of the condition.

(h) Non-transferability of Options. Options shall not be transferable by the Participant other than by will or the laws of descent and distribution, and Options shall during his or her lifetime be exercisable only by the Participant; provided, however, that the Committee may, in its sole discretion, allow for transfer of Options (other than incentive stock options, unless such transferability would not adversely affect incentive stock option tax treatment) but only for estate planning purposes.

4

(i) Applicable Laws or Regulations. The Company’s obligation to sell and deliver stock under the Option is subject to such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations.

(j) Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value of the Company’s Common Stock, determined at the time of grant, with respect to which incentive stock options granted under this or any other Plan of the Company are exercisable for the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may be permitted under the Code, such excess shall be considered non-qualified stock options.

Notwithstanding anything in the Plan to the contrary, any incentive stock option granted to any Participant who, at the time of grant, is the owner, directly or indirectly, of stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any subsidiary thereof, shall (i) have a term not exceeding five years from the date of grant and (ii) shall have an Option Price of not less than 110% of the Fair Market Value of the Company’s Common Stock on the date the incentive stock option is granted.

Section 6. Restricted Stock Awards. The Committee may, in its sole discretion, from time to time, make awards of shares of the Company’s Common Stock or awards of units representing shares of the Company’s Common Stock, to Participants in such quantity, and on such terms, conditions and restrictions (whether based on performance standards, periods of service or otherwise) as the Committee shall establish (“Restricted Stock”). The terms, conditions and restrictions of any Restricted Stock award made under this Plan shall be set forth in an agreement or agreements between the Company and the Participant.

(a) Issuance of Restricted Stock. The Committee shall determine the manner in which Restricted Stock shall be held during the period it is subject to restrictions.

(b) Stockholder Rights. Beginning on the date of grant of the Restricted Stock award and subject to the execution of the applicable award agreement by a Participant and subject to the terms, conditions and restrictions of the applicable award agreement, the Committee shall determine to what extent the Participant has the rights of a stockholder of the Company including, but not limited to, whether the Participant has the right to vote the shares or to receive dividends or dividend equivalents.

(c) Restriction on Transferability. No Restricted Stock award may be assigned or transferred, pledged or sold prior to their delivery to a Participant or, in the case of a Participant’s death, to the Participant’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the Committee may, in its sole discretion, allow for transfer of a Restricted Stock award but only for estate planning purposes.

(d) Delivery of Shares. Upon the satisfaction of the terms, conditions and restrictions contained in the Restricted Stock award agreements or as otherwise determined by the Committee, the Company shall deliver, as soon as practicable, to the

5

Participant (or permitted transferee), or in the case of his or her death to his or her legal representative or legatee or such other person designated by an appropriate court, a stock certificate (or proper crediting in uncertificated shares) for the appropriate number of shares of the Company’s Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.

(e) Forfeiture of Restricted Stock. Subject to Section 6(f), all of the shares or units with respect to a Restricted Stock award shall be forfeited and all rights of the Participant with respect to such shares or units shall terminate unless the Participant continues to be employed by the Company or its subsidiaries until the expiration of the forfeiture period and the satisfaction of any other conditions set forth in the applicable award agreement.

(f) Waiver of Forfeiture Period. Notwithstanding any other provisions of the Plan, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any award agreement under certain circumstances (including the death, Disability or Retirement of the Participant or a material change in circumstances arising after the date of an award) and subject to such terms and conditions (including forfeiture of a proportionate number of the restricted shares) as the Committee shall deem appropriate.

Section 7. Adjustment in Event of Change in Stock. Subject to Section 8, in the event of a stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall, subject to the approval of the Board of Directors, appropriately adjust the number and kind of shares available for issuance under the Plan (including the number of shares that may be granted as Restricted Stock), the maximum number of shares for which Options may be granted to any Participant during any one fiscal year of the Company, the number, kind and Option Price of shares subject to outstanding Options and the number and kind of shares subject to outstanding Restricted Stock awards; provided, however, that to the extent permitted in the case of incentive stock options by Sections 422 and 424 of the Code, in the event that the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, through reorganization, merger, consolidation, liquidation, recapitalization, reclassification, stock split-up, combination of shares or dividend, appropriate adjustment in the number and kind of shares as to which Options may be granted and as to which Options or portions thereof then unexercised shall be exercisable, and in the Option Price thereof, shall be made to the end that the proportionate number of shares or other securities as to which Options may be granted and the Participant’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that any such adjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; and provided, further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 7, any new shares or units issued to the Participant in respect thereof shall be subject to the same terms, conditions and restrictions as the underlying Restricted Stock award for which the adjustment was made.

6

Section 8. Effect of a Change of Control.

(a) For purposes of this Section 8, “Change of Control” shall, unless the Board of Directors of the Company otherwise directs by resolution adopted prior thereto or, in the case of a particular award, the applicable award agreement states otherwise, be deemed to occur if (i) any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board of Directors of the Company at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally prior to said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. As used herein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the Company and (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such controlled entity.

(b) Except to the extent reflected in a particular Option Agreement or award agreement, in the event of a Change of Control:

(i) notwithstanding any vesting schedule, or any other limitation on exercise or vesting, all outstanding Options shall immediately become 100% vested and exercisable, and the restrictions shall expire immediately with respect to 100% of all outstanding Restricted Stock awards; and

(ii) the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options or Restricted Stock awards and pay to the holders thereof, in cash, the value of such awards based upon the highest price per share of Company Common Stock received or to be received by other stockholders of the Company in connection with the Change of Control.

(c) Notwithstanding any provision in the Plan to the contrary, the provisions of this Section 8 shall be administered in a manner that complies with Section 409A of the Code.

Section 9. Amendment and Discontinuance. The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not (except as provided in Section 7), without further approval of the stockholders, (i) increase the aggregate number of shares with respect to which awards may be made under the Plan; (ii) change the manner of determining the Option Price (other than determining the Fair Market Value of the

7

Common Stock to conform with applicable provisions of the Code or regulations and interpretations thereunder); (iii) extend the term of the Plan or the maximum period during which any Option may be exercised or (iv) make any other change which, in the absence of stockholder approval, would be prohibited by the listing requirements of the national stock exchange on which the Common Stock is listed and traded, or would cause awards granted under the Plan which are then outstanding, or which may be granted in the future, and which are intended to qualify as performance-based compensation under Section 162(m) of the Code, to fail to meet the exemptions provided by Section 162(m) of the Code. No amendments, revision or discontinuance of the Plan shall, without the consent of a Participant, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. Notwithstanding any provision in the Plan to the contrary, the Committee shall have the right to unilaterally amend, revise or discontinue the Plan, and any provision of the Plan and the Committee shall have the right to unilaterally amend, revise or discontinue any Option Agreement or award agreement, any provision of an Option Agreement or award agreement and any Participant elections under an Option Agreement or award agreement, in each case, without the consent of any Participant, where such amendment, revision or discontinuance is necessary or desirable to comply with applicable law or to ensure that, with respect to any Option, Restricted Stock award, or the cash or shares of common stock into which they are converted, the Participant is not subject to adverse or unintended tax consequences under Section 409A of the Code; provided, however, that, with respect to any Option, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock, to the extent that such shares constitute a deferral of compensation for purposes of Section 409A of the Code, unless (i) all arrangement sponsored by the Company that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements are termination, (ii) no payments, other than payments that would be payable under the terms of such arrangements if the termination had not occurred, are made within 12 months of the termination of such arrangements, (iii) all payments are made within 24 months of the termination of the arrangements and (iv) the Company does not adopt a new arrangement that would be aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at any time within the five years following the date of Plan termination. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section shall be final, conclusive and binding on all persons.

Section 10. Effective Date and Duration. The Plan was adopted by the Board of Directors of the Company on March 3, 2005, subject to approval by the stockholders of the Company at a meeting to be held in April 2005. Neither the Plan nor any award shall become binding until the Plan is approved by a vote of the stockholders in a manner which complies with Sections 162(m) and 422(b)(1) of the Code. No Option may be granted and no stock may be awarded under the Plan before March 3, 2005, nor after March 3, 2015.

Section 11. Tax Withholding. Notwithstanding any other provision of the Plan, the Company or its subsidiaries, as appropriate, shall have the right to deduct from all awards under the Plan cash and/or stock, valued at Fair Market Value on the date of payment, an amount necessary to satisfy all federal, state or local taxes as required by law to be withheld with respect to such awards. In the case of awards paid in the Company’s Common Stock, the Participant or permitted transferee may be required to pay to the Company or a subsidiary thereof, as

8

appropriate, the amount of any such taxes which the Company or subsidiary is required to withhold, if any, with respect to such stock. Subject in particular cases to the disapproval of the Committee, the Company may accept shares of the Company’s Common Stock of equivalent fair market value in payment of such withholding tax obligations if the Participant elects to make payment in such manner.

Section 12. Construction and Conditions. The Plan and Options and Restricted Stock granted thereunder shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with such federal law as may be applicable.

Neither the existence of the Plan nor the grant of any Options or Restricted Stock pursuant to the Plan shall create in any Participant the right to continue to be employed by the Company or its subsidiaries. Employment shall be “at will” and shall be terminable “at will” by the Company or the Participant with or without cause. Any oral statements or promises to the contrary are not binding upon the Company or the Participant.

Section 13. Section 409A. To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to 409A, the Company intends for the Plan to comply with the standards for nonqualified deferred compensation established by Section 409A (the “409A Standards”). To the extent that any terms of the Plan would subject Participants to gross income inclusion, interest or an additional tax pursuant to Section 409A, those terms are to that extent superseded by the 409A Standards.

9

EX-10.51

Exhibit 10.51

WYETH

2006 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

(As approved by stockholders on April 27, 2006 and as amended by the Board of Directors

through November 16, 2006)

1. Purpose.

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

2. Definitions.

The following definitions shall be applicable throughout the Plan.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2

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

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

(v) “Fair Market Value” on a given date means (i) if the Stock is listed on a national securities exchange, the closing sale price reported as having occurred on the primary exchange with which the Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; or (ii) if the Stock is not listed on a national securities exchange, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

3

3. Effective Date and Stockholder Approval.

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

4. Administration.

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

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

5. Shares Subject to the Plan.

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

(a) Subject to Section 11, the maximum number of shares of Stock that may be issued pursuant to all Awards under the Plan shall be 300,000; provided, however, that the maximum number of shares of Stock that may be issued pursuant to Deferred Stock Unit Awards shall be 75,000.

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

4

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

6. Eligibility.

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

7. Annual Option Awards.

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

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

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

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

(e) Manner of Exercise and Form of Payment. Options which have become exercisable may be exercised by delivery of a written notice of exercise to the Company accompanied by payment of the Option Price covering the shares of Stock with respect to which the exercise relates. The Option Price may be payable in cash and/or by delivery of shares of Stock having a Fair Market Value on the day prior to the date the Option is

5

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

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

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

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

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

(h) Amendment or Cancellation of Option Award Formula. Notwithstanding anything herein to the contrary, the Committee may, at any time and from time to time in its sole discretion, terminate or amend the automatic Option Award to Non-Employee Directors set forth in this Section 7, by increasing or decreasing the number of shares of Stock subject to the formula or substituting an alternate formula or a different Award on different terms, including different or no vesting conditions.

6

8. Annual Deferred Stock Unit Awards

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

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

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

(d) Form of Distribution Election.

(i) Initial Elections. Within thirty (30) days following the date of (A) the 2006 Annual Meeting, and (B) any subsequent Annual Meeting at which a newly-elected Non-Employee Director receives an initial Deferred Stock Unit Award (whether such Non-Employee Director was newly-elected at the Annual Meeting or prior to the Annual Meeting), each Non-Employee Director receiving an initial Deferred Stock Unit Award hereunder must file a Distribution Election Form, a form of which is attached hereto as Exhibit A, with the Company indicating whether the distribution of such Award is to be made in a lump sum or in a series of 2 to 10 substantially equal annual installments following the termination of such Non-Employee Director’s Board Membership (the “Initial Election”).

7

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

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

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

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

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

(iii) Awards Granted to Non-Employee Directors Who Are Not Newly-Elected to the Board. Except as provided in Section 8(e)(i), each Deferred Stock

8

Unit Award granted to a Non-Employee Director who is not newly-elected to the Board shall become fully vested and no longer subject to forfeiture on the earlier of (x) the date that is twelve (12) months from the Date of Grant or (y) the day immediately prior to the next Annual Meeting; provided, however, that no Deferred Stock Unit Award shall become vested prior to the date upon which a Non-Employee Director has completed two years of continuous Board Membership.

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

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

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

(h) Payment of Deferred Stock Unit Awards. The shares of Stock attributable to Deferred Stock Unit Awards for each Participant (including shares attributable to Dividend Equivalents) shall be held in the Trust until the termination of such Participant’s Board Membership. Following the termination of a Participant’s Board Membership, the shares of Stock held in such Participant’s Deferred Stock Account attributable to vested Deferred Stock Units shall be distributed by the Trustee to such Participant in a lump sum or in a series of annual installments (net of all applicable taxes, if any), as elected by such Participant pursuant to a Distribution Election Form or Distribution Election Modification Form, as applicable; provided, however, that with

9

respect to any Participant who elected within thirty (30) days following the Date of Grant of any Deferred Stock Unit Award to receive distribution of such Award in a series of annual installments, if the vesting of such Award is accelerated on account of such Participant’s death or Disability or on account of a Change in Control, the shares of Stock attributable to such Award shall be distributed in a lump sum, disregarding the election to have such distribution made in a series of annual installments, as soon as practicable following such acceleration, but in no event later than two and one-half months following the end of the year of such acceleration.

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

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

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

9. Discretionary Grant of Awards

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

10

10. General

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

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

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

(d) No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for

11

the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Restated Certificate of Incorporation, as amended, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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

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

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

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

11. Changes in Capital Structure.

Awards granted under the Plan and any Award Agreements, the maximum number of shares of Stock subject to all Awards and the maximum number of shares of Stock subject to Deferred Stock Unit Awards shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock dividends, extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants in the Plan, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. In addition, in the event of any such adjustments or substitution, the aggregate number of shares of Stock available under the Plan and the maximum number of shares available for grant pursuant to Deferred Stock Unit Awards shall be appropriately adjusted by the Committee, whose determination shall be conclusive.

12

12. Change in Control.

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

13. Amendments and Termination.

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

14. 409A.

To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to Section 409A, the Company intends for this Plan to comply with the standards for nonqualified deferred compensation established by Section 409A (the “409A Standards”). To the extent that any terms of the Plan would subject Participants to gross income inclusion, interest or an additional tax pursuant to Section 409A, those terms are to that extent superseded by the 409A Standards. The Company reserves the right to amend Awards granted hereunder, without the consent of any Participant, to cause such Awards to comply with or be exempt from Section 409A.

*                    *                     *

As adopted by the Board of Directors of Wyeth on January 27, 2006, subject to stockholder approval at the Annual Meeting of Stockholders to be held on April 27, 2006.

13

EX-10.65

Exhibit 10.65

WYETH

UNION SAVINGS PLAN

THIRD RESTATEMENT

Amended and Restated Effective

as of January 1, 2006

TABLE OF CONTENTS

			Page
ARTICLE 1		INTRODUCTION	1
ARTICLE 2		DEFINITIONS	2
	2.1	Account	2
	2.2	Affiliate	2
	2.3	After-Tax Contributions	2
	2.4	After-Tax Contributions Account	3
	2.5	Before-Tax Contributions	3
	2.6	Before-Tax Contributions Account	3
	2.7	Beneficiary	3
	2.8	Catch-Up Contributions	3
	2.9	Code	4
	2.10	Committee	4
	2.11	Company	4
	2.12	Company Stock	4
	2.13	Compensation	4
	2.14	Covered Compensation	5
	2.15	Current Market Value	5
	2.16	Direct Rollover	5
	2.17	Distributee	5
	2.18	Eligible Retirement Plan	5
	2.19	Eligible Rollover Distribution	6
	2.20	Employee	6
	2.21	Employer	7
	2.22	Enrollment Date	7
	2.23	ERISA	7
	2.25	Highly Compensated Employee	7
	2.26	Income	8
	2.27	Investment Fund	8
	2.28	Leased Employee	8
	2.29	Member	9
	2.30	Military Leave	9
	2.31	Non-Highly Compensated Employee	9
	2.32	Participating Collective Bargaining Unit	9
	2.33	Plan	9
	2.34	Plan Administrator	9
	2.35	Plan Year	9
	2.36	Recordkeeper	10
	2.37	Rollover Account	10
	2.38	Rollover Contribution	10
	2.39	Severance From Employment	10
	2.40	Spouse	10

i

	2.41	Trust	10
	2.42	Trust Fund	11
	2.43	Trustee	11
	2.44	Unit	11
	2.45	Valuation Date	11
	2.46	Wyeth Common Stock	11
	2.47	Words and Headings	11
ARTICLE 3 PARTICIPATION			12
	3.1	Date of Participation	12
	3.2	Excluded Employees	12
	3.3	Reemployment	12
	3.4	Transfer of Employment	13
ARTICLE 4 CONTRIBUTIONS			14
	4.1	Before-Tax Contributions	14
	4.2	After-Tax Contributions	14
	4.3	Total Amount of Contributions	14
	4.4	Catch-Up Contributions	14
	4.5	Maximum Amount of Before-Tax Contributions	15
	4.6	Changes and Suspensions of Before-Tax and After-Tax Contributions	16
	4.7	Limitation on Before-Tax Contributions.	16
	4.8	Rollover Contributions From Other Qualified Plans	18
ARTICLE 5 VESTING			20
ARTICLE 6 MEMBER’S ACCOUNT			21
	6.1	Separate Accounts	21
	6.2	Separate Accounting	21
	6.3	Valuation of Trust	21
	6.4	Crediting of Units	22
ARTICLE 7 INVESTMENTS			23
	7.1	Investment Funds	23
	7.2	Election and Change of Investment Funds	23
	7.3	Transfer of Existing Account	23
	7.4	Investment of Income	24
	7.5	Investments in Investment Funds	24
ARTICLE 8 DISTRIBUTIONS			25
	8.1	Distribution Upon Severance From Employment	25
	8.2	Form of Payment	25
	8.3	Distributions in the Event of Death	26
	8.4	Designation of Beneficiary	26
	8.5	Cash-Out	27
	8.6	Election of Wyeth Common Stock; Converting Common Stock to Cash	27
	8.7	Commencement of Benefits	28
	8.8	Required Minimum Distributions.	28
	8.9	Withholding Tax on Distributions	32
	8.10	Plan to Plan Transfers	32
	8.11	Rollover of Eligible Rollover Distributions From the Plan.	33

ii

ARTICLE 9 WITHDRAWALS			34
	9.1	Frequency of Withdrawals	34
	9.2	Hardship Withdrawals	34
	9.3	Withdrawals of After-Tax Contributions	36
	9.4	Age 59 1/2 Withdrawal	36
	9.5	Effective Date	36
	9.6	Withdrawals in Company Stock	37
ARTICLE 10 LOANS			38
	10.1	Eligibility and Loan Amount	38
ARTICLE 11 LIMITATIONS ON ANNUAL ADDITIONS			41
	11.1	Basic Limitation	41
	11.2	Treatment of Similar Plans	41
	11.3	Preclusion of Excess Annual Additions	42
	11.4	Disposal of Excess Annual Additions	42
ARTICLE 12 ADMINISTRATION			44
	12.1	Savings Plan Committee	44
	12.2	Power and Duties of the Plan Administrator	44
	12.3	Claims Procedure	46
	12.4	Records Management	48
	12.5	Reliance	48
	12.6	Forfeited Benefits	48
ARTICLE 13 TRUST			49
	13.1	Trust Fund	49
	13.2	Administrative Expenses	49
ARTICLE 14 VOTING OF COMPANY STOCK			50
	14.1	Notice	50
	14.2	Vote	50
	14.3	No Direction	50
ARTICLE 15 FIDUCIARY RESPONSIBILITY			51
	15.1	Conduct	51
	15.2	Allocation and Delegation of Responsibilities	51
	15.3	Co-Fiduciary Responsibility	52
	15.4	Duties of Fiduciaries With Respect to Investments	52
ARTICLE 16 AMENDMENT, TERMINATION AND MERGER			54
	16.1	Right to Amend or Terminate the Plan	54
	16.2	Termination of the Plan	55
	16.3	Merger, Consolidation or Transfer	55

iii

ARTICLE 17 NONALIENATION OF BENEFITS EXCEPT FOR QUALIFIED DOMESTIC RELATIONS ORDERS			56
ARTICLE 18 MISCELLANEOUS PROVISIONS			58
	18.1	Plan Not a Contract of Employment	58
	18.2	Governing Law	58
	18.3	Records and Reports	58
	18.4	Notices to Employees and Members	58
	18.5	Communications to the Plan Administrator	59
	18.6	Statement	59
ARTICLE 19 TREATMENT OF RETURNING VETERANS			60
	19.1	Applicability and Effective Date	60
	19.2	Definitions	60
	19.3	Eligibility to Participate	60
	19.4	No Break in Service	61
	19.5	Service Credit	61
	19.6	Restoration of Before-Tax Contributions and After-Tax Contributions.	61
	19.7	Determination of Covered Compensation	61
	19.8	Application of Certain Limitations	62
	19.9	Suspension of Loan Repayments	62
	19.10	Administrative Rules and Procedures	62

iv

ARTICLE 1 INTRODUCTION

The Wyeth Union Savings Plan (the “Plan”) is hereby amended and restated in its entirety effective as of January 1, 2006. The Plan was first adopted effective as of January 19, 1977. The Plan was last amended and restated, effective January 1, 1997, to comply with the Uruguay Round Agreements Act of 1994 (“GATT”); the Uniform Services Employment and Reemployment Rights Act of 1994 (“USERRA”); the Small Business Job Protection Act of 1996 (“SBJPA”); the Taxpayers Relief Act of 1997 (“TRA 97”); the Internal Revenue Service Restructuring and Reform Act of 1998 (“RRA 98”); and the Community Renewal Tax Relief Act of 2000 (“CRA”) (collectively know as “GUST”).

The rights of any person who terminated employment on or before the Effective Date of this amendment and restatement, including his eligibility for benefits, the amount of benefits and the form in which benefits, if any, shall be paid, shall be determined solely under the terms of the Plan as in effect on the date of his termination of employment, unless such person is thereafter reemployed and again becomes a Member.

The restated Plan contained herein shall apply to Members, Beneficiaries of such Members or alternate payees, who retire, die or terminate employment at any time on or after January 1, 2006 unless a later effective date for any specific provision applies to such Member, alternate payee or Beneficiary.

1

Article 1 Introduction

ARTICLE 2 DEFINITIONS

As used under this Plan, the following terms shall have the meaning described in this Article Two of the Plan. Additional definitions appear in the Plan.

2.1 Account

Account means the Account of a Member or Beneficiary maintained pursuant to Article Six, which consists of the following subaccounts:

(a) After-Tax Contributions Account;

(b) Before-Tax Contributions Account;

(c) Matching Contributions Account; (if applicable); and

(d) Rollover Account.

2.2 Affiliate

Affiliate means any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Company; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Company; and any other entity required to be aggregated with the Company pursuant to regulations under Section 414(o) of the Code.

2.3 After-Tax Contributions

After-Tax Contributions mean the contributions made to the Plan by a Member pursuant to Section 4.2 of the Plan.

2

Article 11 Definitions

2.4 After-Tax Contributions Account

After-Tax Contributions Account means the separate subaccount of a Member’s Account credited with After-Tax Contributions, including gains and losses attributable thereto.

2.5 Before-Tax Contributions

Before-Tax Contributions mean the contributions made to the Plan by a Member pursuant to Section 4.1 of the Plan.

2.6 Before-Tax Contributions Account

Before-Tax Contributions Account means a separate subaccount of a Member’s Account credited with Before-Tax Contributions, Catch-Up Contributions, and special sign-on bonus contributions, including gains and losses attributable thereto.

2.7 Beneficiary

Beneficiary means a person or persons designated by a Member to whom his Account is to be paid in the event of his death pursuant to Section 8.4 of the Plan. The Beneficiary of a married Member shall be his surviving Spouse, unless such Spouse consents in writing to the designation of another Beneficiary.

2.8 Catch-Up Contributions

Catch-Up Contributions mean Before-Tax Contributions made to the Plan by a Member that are over and above the Applicable Limit. For purposes of determining Catch-Up Contributions, the “Applicable Limit” shall mean (a) the statutory limit with respect to a Before-Tax Contributions provided in Section 402(g) of the Code, (b) the limit on Before-Tax Contributions that a Member is permitted to make under the Plan; and (c) the actual deferral percentage limit. Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan

3

Article 2 Definitions

implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions. Catch-Up Contributions shall be made in accordance with Section 414(v) of the Code and Section 4.4 of the Plan.

2.9 Code

Code means the Internal Revenue Code of 1986, as amended from time to time.

2.10 Committee

Committee means the Savings Plan Committee of the Company or its designee(s), appointed pursuant to Article Twelve of the Plan.

2.11 Company

Company means Wyeth.

2.12 Company Stock

Company Stock means common stock of Wyeth, par value $.33 ¹/3 per share.

2.13 Compensation

Compensation means the Member’s regular wages, salary, overtime and shift differentials for time worked prior to any reduction for Before-Tax Contributions as contemplated by Section 4.1 of the Plan, or by Sections 125, 132(f)(4), 402(a)(3), or 402(h)(1)(B) of the Code, if applicable. The annual Compensation of any Member shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the “determination period”). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year.

4

Article 2 Definitions

2.14 Covered Compensation

Covered Compensation means a Member’s Compensation but excluding any incentive compensation, any compensation for special remuneration or bonuses paid to an Employee by an Employer.

2.15 Current Market Value

Current Market Value means, with reference to Company Stock, the then fair market value thereof as determined by the Trustee in accordance with its standard procedures.

2.16 Direct Rollover

Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

2.17 Distributee

Distributee means a Member. In addition, the Member’s surviving Spouse or former Spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the Spouse or former Spouse.

2.18 Eligible Retirement Plan

Eligible Retirement Plan means an individual retirement account described in Section 408(a) of the Code, an individual retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code that accepts the Distributee’s Eligible Rollover Distribution. An Eligible Retirement Plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision

5

Article 2 Definitions

of a state and which agrees to separately account for amounts transferred into such plan form this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving Spouse, or to a Spouse or former Spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code.

2.19 Eligible Rollover Distribution

Eligible Rollover Distribution means any distribution of all or any portion of the Plan benefit to the credit of the Distributee, except that an Eligible Rollover Distribution does not include any distribution that is:

(a) One of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specific period of ten years or more;

(b) Any distribution to the extent such distribution is required under Section 401(a)(9) of the Code;

(c) A hardship withdrawal as described in Section 9.2 of the Plan; or

(d) The portion of any distribution which is not includable in gross income (determined without regard to any exclusion of net unrealized appreciation with respect to employer securities). A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of After-Tax Contributions which are not includable in gross income provided, however, that such portion may be transferred to an individual retirement account or annuity described in Section 408(a) or (b) of the Code or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distributions which is includable in gross income and the portion of such distribution which is not so includable.

2.20 Employee

Employee means any person employed by an Employer who receives Compensation from an Employer, including Leased Employees within the meaning of Section 414(n) of the Code and employees of all members of affiliated service groups as defined in

6

Article 2 Definitions

Section 414(m) of the Code. The term “Employee” shall exclude any individual retained by an Employer to perform services for an Employer who is classified by an Employer as a fee-for-service worker, temporary worker, an intern, seasonal worker, temporary employee, a co-op student, an employee of a temporary employment agency or independent contractor, regardless of such individual’s status under common law, including any such individual who is or who has been reclassified as an Employee of an Employer for any period by a government agency, a court of competent jurisdiction or any other entity.

2.21 Employer

Employer means the Company and any Affiliate which is a United States corporation not operating primarily in Puerto Rico.

2.22 Enrollment Date

Enrollment Date means the first day of a calendar month following the date an Employee satisfies the eligibility requirements of the Plan.

2.23 ERISA

ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.25 Highly Compensated Employee

Highly Compensated Employee means any Employee who:

(a) Was a five percent (5%) owner (as defined in Section 416(i)(1) of the Code and applying the constructive ownership rules of Section 318 of the Code) of an Employer at any time during the Plan Year or the preceding Plan Year, or

(b) For the preceding Plan Year had Compensation in excess of $80,000 (as adjusted by the Secretary of the Treasury pursuant to Section 415(d) of the Code.)

For purposes of this Section 2.25 of the Plan, a former Employee shall be treated as a Highly Compensated Employee if:

(i) Such former Employee was a Highly Compensated Employee when such former Employee incurred a Severance From Employment, or

7

Article 2 Definitions

(ii) Such former employee was a Highly Compensated Employee at any time after attaining age 55.

The determination of who is a Highly Compensated Employee shall be made in accordance with Section 414(q) of the Code and the regulations thereunder.

2.26 Income

Income means income with respect to contributions in a Member’s Account resulting from the investment and reinvestment of such contributions and any increment thereof minus any distributions (and the net proceeds from the sale of any such distributions) with respect to any such investment and increments thereof.

2.27 Investment Fund

Investment Funds means the investment funds available to Members under the Plan as selected by the Plan Administrator and approved by the Wyeth Retirement Committee from time to time and listed on Schedule B, which is attached hereto and incorporated herein by reference.

2.28 Leased Employee

Leased Employee means any person (other than an Employee of the Employer) who, pursuant to an agreement between an Employer and any other person (the “Leasing Organization”), has performed services for an Employer (or an Employer and related persons determined in accordance with Section 414(n) of the Code) on a substantially full-time basis for a period of at least one-year which services are performed under the primary direction or control of the Employer. In the event a Leased Employee, or an individual who would have been a Leased Employee but for the fact services were performed for an Employer for less than a one year period, becomes eligible to participate in the Plan, all service completed by such individual shall be taken into account for purposes of eligibility under the Plan.

8

Article 2 Definitions

2.29 Member

Member means an Employee who has satisfied the eligibility requirements of the Plan and is participating in the Plan.

2.30 Military Leave

Military Leave means an absence from service with an Employer by reason of service in the military as defined under the Uniformed Services Employment and Reemployment Act of 1994, as amended (“USERRA”).

2.31 Non-Highly Compensated Employee

Non-Highly Compensated Employee means an Employee who is not a Highly Compensated Employee.

2.32 Participating Collective Bargaining Unit

Participating Collective Bargaining Unit means a collective bargaining unit, which has bargained for and accepted participation in the Plan as set forth in Schedule A which is attached hereto and incorporated herein by reference.

2.33 Plan

Plan means the Wyeth Union Savings Plan, as amended from time to time.

2.34 Plan Administrator

Plan Administrator means the Committee or its successor or designee(s), as applicable.

2.35 Plan Year

Plan Year means the calendar year.

9

Article 2 Definitions

2.36 Recordkeeper

Recordkeeper means the entity or entities selected by the Plan Administrator to maintain records of the Plan and perform such ministerial and nondiscretionary Plan administration, as the Plan Administrator shall determine.

2.37 Rollover Account

Rollover Account means the separate subaccount of a Member’s Account which is credited with Rollover Contributions including gains and losses attributable thereto.

2.38 Rollover Contribution

Rollover Contributions mean: the contributions made to the Plan by a Member pursuant to Section 4.8 of the Plan.

2.39 Severance From Employment

Severance From Employment means the earliest of the following dates: (a) resignation, (b) discharge, (c) death or (d) retirement. A Severance From Employment shall also occur if an Employee remains continually absent from work (for any reason other than resignation, discharge, retirement or death) on the first anniversary of the first day of absence (except in the case of Military Leave).

2.40 Spouse

Spouse means a person of the opposite sex of an Employee who is recognized as the lawful husband or the lawful wife of the Employee under the laws of the Employee’s state of residence.

2.41 Trust

Trust means the Trust established under Article Thirteen of the Plan which Trust shall form a part of the Plan.

10

Article 2 Definitions

2.42 Trust Fund

Trust Fund means the assets of the Trust which shall include investments of the Members’ Accounts.

2.43 Trustee

Trustee means the trustee or trustees appointed by the Company pursuant to Article Thirteen of the Plan and in accordance with the provision of the Trust.

2.44 Unit

Unit shall have the meaning specified in Article Seven of the Plan.

2.45 Valuation Date

Valuation Date means each day of any month on which the New York Stock Exchange is open for business.

2.46 Wyeth Common Stock Fund

Wyeth Common Stock Fund means the Investment Fund offered under the Plan that invests primarily in Company Stock, which may also hold be invested in short-term investments to provide liquidity.

2.47 Words and Headings

As used herein, the masculine gender shall be deemed to refer to the feminine and the singular person shall be deemed to refer to the plural, wherever appropriate. The subject headings and subheadings in the Plan are inserted for convenience and reference only, and in the event of any conflict between the text of any provision of the Plan and the heading thereof, the text shall control.

11

Article 2 Definitions

ARTICLE 3 PARTICIPATION

3.1 Date of Participation

(a) Any Employee who was a Member of the Plan on December 31, 2005 shall continue to be a Member on and after January 1, 2006.

(b) Subject to the provisions of Section 3.2 of the Plan, an Employee employed by an Employer on or after January 1, 2006, is eligible to participate in the Plan if he is:

(i) Employed in the United States by an Employer for 30 days following the date on which he first became employed by an Employer; and

(ii) A member of a Participating Collective Bargaining Unit.

An Employee who satisfies the above requirement shall become a Member of the Plan as of the date he completes 30 days of employment with an Employer, and shall be eligible to make contributions to the Plan pursuant to Article Four of the Plan on his Enrollment Date.

3.2 Excluded Employees.

The following classes of Employees shall not be eligible to participate in the Plan:

(a) An individual who is a Leased Employee of an Employer; and

(b) Employees not represented by a collective bargaining unit which is a Participating Collective Bargaining Unit.

3.3 Reemployment

A former Member who is reemployed by an Employer and is not in an excluded class of Employees described in Section 3.2 of the Plan, shall become a Member of the Plan on the date he is reemployed and shall be eligible to make contributions to the Plan as of such date.

An Employee who incurs a Severance From Employment before becoming a Member of the Plan, and is reemployed by an Employer, shall become a Member of the Plan upon satisfying the eligibility requirements of Section 3.1 of the Plan.

12

Article 3 Participation

3.4 Transfer of Employment

If a Member is transferred to a position with an Employer that makes him ineligible to participate in the Plan, his participation in the Plan shall cease but he shall not be considered to have had a Severance From Employment. If such Employee subsequently is transferred to a position that makes him eligible to participate, he shall again become eligible for participation. Notwithstanding the foregoing, an Employee who becomes covered by a collective bargaining agreement that makes him ineligible to participate in the Plan shall be eligible to take a hardship withdrawal or a loan from the Plan pursuant to Section 9.2 and Article Ten of the Plan, respectively.

13

Article 3 Participation

ARTICLE 4 CONTRIBUTIONS

4.1 Before-Tax Contributions

Each Member may authorize his Employer, in the manner prescribed by the Plan Administrator, to contribute to the Trust on his behalf a Before-Tax Contribution with respect to each Plan Year which shall be allocated to his Before-Tax Contributions Account. A Member may elect to have his before-tax Covered Compensation reduced by a whole percentage from 1% to 16% and allocated to his Before-Tax Contributions Account. Such Before-Tax Contributions shall be remitted to the Plan by the Member’s Employer as soon as such contributions can reasonably be segregated from the Employer’s general assets after the date on which he could have received such amounts in cash.

4.2 After-Tax Contributions

A Member may elect to reduce his after-tax Covered Compensation, in the manner prescribed by the Plan Administrator, by a stated whole percentage from 1% to 16% and allocate such amount to his After-Tax Contributions Account.

4.3 Total Amount of Contributions

Notwithstanding Sections 4.1 and 4.2 of the Plan, the combination of Before-Tax Contributions and After-Tax Contributions for any Member shall not be less than 1% nor exceed 16% of the Member’s Covered Compensation for the Plan Year.

4.4 Catch-Up Contributions

Members who are eligible to make Before-Tax Contributions under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of, Section 414(v) of the Code.

14

Article 4 Contributions

Such Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan in implementing the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions.

4.5 Maximum Amount of Before-Tax Contributions

The maximum amount of Covered Compensation that a Member is permitted to defer to the Plan and any qualified plan maintained by an Employer during any Plan Year shall not exceed the dollar limit under Section 402(g) of the Code in effect for such Plan Year, except to the extent permitted under Section 4.4 of the Plan and Section 414(v) of the Code. The dollar limit shall be adjusted by the Secretary of Treasury pursuant to Section 402(g)(5) of the Code.

(a) If a Member’s Before-Tax Contributions reach the maximum limit described in preceding paragraph, the amount of his Covered Compensation that would have been allocated to his Before-Tax Contributions Account shall be allocated to his After-Tax Contributions Account.

(b) To the extent a Member’s Before-Tax Contributions exceed the dollar limit under Section 402(g) of the Code (“Excess Before-Tax Contributions”) and are not reallocated to his After-Tax Contributions Account as described in Section 4.5(a) of the Plan, such Excess Before-Tax Contributions, plus any Income and minus any loss allocable thereto, shall be distributed to the Member no later than April 15.

(c) For the 2006 and 2007 Plan Years, Excess Before-Tax Contributions shall be adjusted for any Income or loss between the end of the Plan Year and the date of distribution (the “GAP Period”). The Income or loss allocable to excess deferrals during the GAP Period is the sum of:

(i) The Income or loss allocable to the Member’s Before-Tax Contributions Account for the taxable year multiplied by a fraction, the numerator of which is such Member’s Excess Before-Tax Contributions for the year and the denominator is the Member’s Account balance attributable to Before-Tax Contributions without regard to any Income or loss occurring during such taxable year; and

15

Article 4 Contributions

(ii) 10 percent of the amount determined under (i) multiplied by the number of whole calendar months between the end of the Member’s taxable year and the date of distribution, counting the month of distribution if distribution occurs after the 15th of such month.

Excess Before-Tax Contributions shall be treated as Annual Additions unless such amounts are distributed to the Member no later than April 15 of the year following the year in which such Excess Before-Tax Contributions are contributed.

4.6 Changes and Suspensions of Before-Tax and After-Tax Contributions

A Member, in accordance with the procedures prescribed by the Plan Administrator, may change the rate of, or suspend his, Before-Tax Contributions (including Catch-Up Contributions) and After-Tax Contributions once each calendar quarter. If a Member’s Before-Tax Contributions or After-Tax Contributions terminate, such Member thereafter may resume Before-Tax Contributions to the Plan as of the next Enrollment Date in accordance with the procedures prescribed by the Plan Administrator provided that he is otherwise eligible to make contributions to the Plan.

4.7 Limitation on Before-Tax Contributions

(a) Actual Deferral Percentage Test. An Employer shall not permit a Member to defer an amount of Covered Compensation that would cause the Plan to not satisfy at least one of the following tests in any Plan Year:

(i) The Actual Deferral Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the current year’s Actual Deferral Percentage for all other eligible Employees who are Non-Highly Compensated Employees for the current Plan Year multiplied by 1.25; or

(ii) The Actual Deferral Percentage for a Plan Year for the group of Highly Compensated Employees shall not exceed the current year’s Actual Deferral Percentage for all other eligible Employees who are Non-Highly Compensated Employees for the current Plan Year multiplied by 2.0, provided that the Actual Deferral Percentage for the group of Highly Compensated Employees does not exceed the Actual Deferral Percentage of all other eligible Employees who are Non-Highly Compensated Employees for the current Plan Year by more than two (2) percentage points.

16

Article 4 Contributions

In applying the foregoing limitations, an Employee is a Highly Compensated Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, an Employee is a Non-Highly Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated Employee in effect for that Plan Year. The Actual Deferral Percentage for a specified group of Employees for an applicable Plan Year shall be the average of ratios (calculated separately for each Employee in such group) of (1) the amount of Before-Tax Contributions actually paid over to the Trust on behalf of each such Employee for such Plan Year, to (2) the Employee’s Compensation for that portion of the applicable Plan Year during which the Employee was eligible to participate. In computing the Actual Deferral Percentage, Before-Tax Contributions shall not include any amounts properly returned to (3) the Member as excess Annual Additions under Article Eleven of the Plan; or (4) a Non-Highly Compensated Employee as Excess Before-Tax Contributions under Section 4.5 of the Plan. The Actual Deferral Percentage for a Member who makes no Before-Tax Contributions during a Plan Year shall be 0%. Contributions taken into account for purposes of determining the Actual Deferral Percentage test must be made before the last day of the twelve-month period immediately following the Plan Year to which the contributions relate.

The Actual Deferral Percentage for any Employee who is a Highly Compensated Employee for the Plan Year and who has Before-Tax Contributions allocated to his account under two or more plans of an Employer, shall be determined as if all such contributions were made under a single plan. If the above plans have different plan years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement.

In the event that this Plan satisfies the requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with this Plan, then this Section 4.7 of the Plan shall be applied by determining the Actual Deferral Percentages of Members as if all such plans were a single plan. Plans may be aggregated to satisfy Section 401(k) of the Code only if they have the same plan year and use the same Actual Deferral Percentage testing method.

An Employer shall maintain records sufficient to demonstrate satisfaction of the Actual Deferral Percentage test. The determination and treatment of the Actual Deferral Percentage amounts of any Member shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(b) Excess Contributions. Notwithstanding the foregoing paragraph, with respect to any Plan Year in which Before-Tax Contributions on behalf of Highly Compensated Employees exceed the applicable limit, the Plan Administrator shall reduce the amount of the Excess Contributions made on behalf of the Highly Compensated Employees (determined by reducing such contributions in order of actual deferral

17

Article 4 Contributions

percentages beginning with the highest), and shall distribute any Excess Contributions which exist after such reduction, as adjusted by the Income or loss allocable to such Excess Contributions, to the affected Highly Compensated Employees no later than March 15 of the year following the Plan Year in which any such Excess Contributions arose, but in no event shall such amounts be distributed later than the end of the Plan Year following the Plan Year for which such Excess Contributions were allocated. Excess Contributions are allocated to the Highly Compensated Employees with the largest amount of Before-Tax Contributions taken into account in calculating the Actual Deferral Percentage test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of Before-Tax Contributions and continuing in descending order until all Excess Contributions have been allocated. For purposes of the preceding sentence, the “largest amount” is determined after distribution of any Excess Contributions.

For purposes of this Section 4.7 of the Plan, “Excess Contributions” shall mean, with respect to any Plan Year, the aggregate amount of Employer contributions actually taken into account in computing the Actual Deferral Percentage of the Highly Compensated Employees over the maximum amount of such contributions permitted by the Actual Deferral Percentage test. The Income or loss allocable to the Excess Contributions shall be the amount determined by multiplying the Income or loss allocable to the Participant’s accounts containing the Excess Contributions for the Plan Year by a fraction, the numerator of which is the Excess Contributions on behalf of the Participant for the Plan Year and the denominator of which is the Participant’s account balance in his accounts containing the Excess Contributions as of the Valuation Date of the Plan Year in which the Excess Contribution is made without regard to any gain or loss allocable to such total amount for the Plan Year.

For the 2006 and 2007 Plan Years, Excess Contributions shall be adjusted for any Income or loss during the GAP Period as defined in Section 4.5 of the Plan. The Income or loss allocable to Excess Contributions during the GAP Period is the sum of: (i) the Income or loss allocable to the Participant’s Before-Tax Contribution Account for the Plan Year multiplied by a fraction, the numerator of which is such Participant’s Excess Contributions for the year and the denominator is the Participant’s account balance attributable to Before-Tax Contributions as of the beginning of the Plan Year and Before-Tax Contributions made during the Plan Year; and (ii) 10 percent of the amount determined under (i) multiplied by the number of whole calendar months between the end of the Plan Year and the date of distribution, counting the month of distribution if distribution occurs after the 15th of such month.

4.8 Rollover Contributions From Other Qualified Plans

A Member, with the approval of the Plan Administrator (or its delegate) and upon a determination by the Plan Administrator that a distributing plan is an Eligible Retirement Plan,

18

Article 4 Contributions

may make, and that Plan shall accept, a Rollover Contribution on the Member’s behalf. The Rollover Contributions shall be subject to all of the terms and conditions of the Plan after it is rolled over, and shall be fully vested at all times. The Rollover Contribution shall be deposited in the Member’s Rollover Account and invested in accordance with the Member’s investment elections in effect at the time of the Rollover Contribution. The Plan Administrator (or its delegate) may require a Member to furnish such evidence as the Plan Administrator may deem necessary or appropriate.

For purposes of this Section 4.8 of the Plan, a Rollover Contribution means an Eligible Rollover Distribution within the meaning of Section 402(c)(4) of the Code; and

(a) A contribution by a Member of a distribution received from a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code, including After-Tax Contributions, provided the Member makes the contribution within 60 days of his receipt of a distribution which satisfied the requirements of Section 402(c)(1) of the Code; or

(b) A direct transfer of the Member’s interest from the trustee of a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code, including after tax contributions.

19

Article 4 Contributions

ARTICLE 5 VESTING

A Member shall be fully vested at all times in his Account.

20

Article 5 Vesting

ARTICLE 6 MEMBER’S ACCOUNT

6.1 Separate Accounts

The Trustee shall maintain separate accounts for each Member in the Trust. Each Member’s Account shall be divided into separate subaccounts: the Before-Tax Contributions Account, the After-Tax Contributions Account, the Matching Contributions Account and the Rollover Account.

6.2 Separate Accounting

The amounts in a Member’s Before-Tax Contributions Account, After-Tax Contributions Account, Matching Contributions Account and Rollover Account shall at all times be separately accounted for by adjusting such accounts for withdrawals, distributions and contributions. Withdrawals, distributions, forfeitures and other credits or charges shall be separately allocated among Before-Tax Contributions Accounts, After-Tax Contributions Accounts, Matching Contributions Accounts, and Rollover Accounts on a reasonable and consistent basis.

6.3 Valuation of Trust

The assets of the Members’ Accounts shall be held by the Trustee in the Trust. The assets of the Trust Fund shall be valued by the Trustee at the close of each business day. In making such valuation, the Trustee shall take into account earnings or losses of the Trust Fund net of reasonable expenses and capital appreciation or depreciation in such assets whether or not realized. The method of valuation shall be determined by the Trustee, and shall be followed with reasonable consistency from period to period. The amount credited to the Accounts of all Members shall be adjusted as of each Valuation Date so as to be equal to the value of such assets

21

Article 6 Member’s Account

on such date. The settlement of the Accounts of a Member shall be based upon the amount credited to his Accounts (pursuant to Article Six of the Plan) as of the most recent valuation completed prior to issuance of payments provided the Member submits all documentation required to make settlement in the form, time and manner prescribed by the Plan Administrator. In making the adjustments, the Member’s Accounts shall be reduced by any payments made from the Members’ Accounts and increased by any contributions made since the last adjustment.

6.4 Crediting of Units

As of each Valuation Date, and following the determination of the value of a Unit in the Wyeth Common Stock Fund, the Account of each Member who has elected to invest any of his Account in the Wyeth Common Stock Fund shall be credited, as of such Valuation Date, with a number of Units in such Wyeth Common Stock Fund determined by dividing the value of each Unit on such Valuation Date into that portion of the Current Market Value of the amount of the Member’s contributions to be invested in such Investment Fund received by the Trustee/Recordkeeper since the last crediting of Units of such Investment Fund and Income thereon.

22

Article 6 Member’s Account

ARTICLE 7 INVESTMENTS

7.1 Investment Funds

There shall be Investment Funds available for the investment of contributions to the Plan as set forth in Schedule B to the Plan, which is attached hereto and incorporated herein by reference. A Member may elect to have amounts credited to his Account invested in the Investment Funds in increments of 10%, in such a manner that the combination of the percentage for each Investment Fund equals 100%. A Member shall not be required to invest each type of contribution in the same Investment Funds.

7.2 Election and Change of Investment Funds

Investment elections shall remain in effect until changed by the Member with respect to future contributions to his Account, as described below. A Member may make separate investment elections with respect to his After-Tax Contributions, Before-Tax Contributions and Rollover Contributions. Separate subaccounts shall be established by the Trustee for each type of investment elections in the Member’s Account. The Member may change his investment election by contacting the Trustee/Recordkeeper on any business day, which shall be effective as of the date received by the Trustee/Recordkeeper, provided such instructions are received prior to 4:00 P.M. Eastern Time. Instructions received by the Trustee/Recordkeeper after 4:00 P.M. Eastern Time shall be effective on the following business day.

7.3 Transfer of Existing Account

Any Member may elect, as described below, to transfer all or a portion of his Account to any of the Investment Funds to another Investment Fund available under the Plan by

23

Article 7 Inverstments

contacting the Trustee/Recordkeeper on any business day. Such transfer shall be in specific dollar amounts or in whole percentages. Such a transfer shall be subject to any transfer restrictions imposed by the Investment Fund’s management as set forth in a prospectus with respect to that Investment Fund. The Plan Administrator may issue rules for such changes in investment elections, including rules with respect to the time, manner and form in which such changes are made. The minimum amount that may be transferred into or out of an Investment Fund shall be $250. Notwithstanding the foregoing, if the Account balance of a Member is less than $250, the minimum amount that may be transferred shall be his entire Account balance. Any instructions received by the Trustee/Recordkeeper from a Member prior to 4:00 P.M. Eastern Time on a business day shall be effective as of that day. Any instructions received by the Trustee/Recordkeeper from a Member after 4:00 P.M. Eastern Time shall be effective on the following business day.

7.4 Investment of Income

Income received from investments in the Investment Funds in the Account of a Member shall be reinvested in the Investment Fund from which it is derived.

7.5 Investments in Investment Funds

Contributions made by a Member and Income attributable to such contributions shall be invested as soon as practicable after receipt by the Trustee/Recordkeeper. The Trustee shall invest Member contributions in Investment Funds in accordance with directions received from the Member within the Investment Funds described in Section 6.1 of the Plan.

24

Article 7 Investments

ARTICLE 8 DISTRIBUTIONS

8.1 Distribution Upon Severance From Employment

Upon incurring a Severance From Employment, if the value of a Member’s vested Account exceeds $1,000, his Account shall not distributed without his consent before his Normal Retirement Date. If a Member incurs a Severance From Employment on or after his Normal Retirement Date, the Member’s Accounts shall be distributed to him in a lump-sum payment in cash, unless he elects, pursuant to Section 8.6 of the Plan, to receive the portion of his Account invested in the Wyeth Common Stock Fund, if any, in Wyeth Common Stock.

8.2 Form of Payment

A Member’s Account shall be distributed in cash, unless he elects, pursuant to Section 8.6 of the Plan, to receive the portion of his Account invested in the Wyeth Common Stock Fund, if any, in Wyeth Common Stock distribution. If a Member’s Account exceeds $1,000, he may elect to have his Account distributed in one of the following forms of payment in accordance with the procedures established by the Plan Administrator:

(a) Lump-sum payment.

(b) Monthly payments over a period of 60, 120, 180, 240, 300 or 360 months commencing on the first day of the month immediately following the month in which the Member incurred a Severance from Employment or on such later date (subject to Section 8.8 of the Plan) as the Member shall elect. The amount of such monthly payments shall be as determined by the Plan Administrator in accordance with the value of the Member’s Account. In the event of the death of the Member prior to the commencement of monthly payments or prior to the payment of the last monthly payment, such monthly payments shall be made, or continued to be made, to the Member’s Beneficiary.

(c) The provisions of this Section 8.2(c) of the Plan shall only apply to Members who were Members in the Plan on or prior to January 1, 1996. Monthly payments for the life of the Member commencing on the first day of the month immediately following the month in which the Member incurred a Severance from Employment or on such later date (subject to Section 8.8 of the Plan) as the Member shall elect. Upon the Member’s death, his surviving Spouse, if any, shall receive monthly payments equal to 50% of the monthly payment that the Member was receiving prior to his death.

25

Article 8 Distributions

8.3 Distributions in the Event of Death

After the death of a Member, the Trustee, pursuant to directions from the Plan Administrator, shall make a lump-sum payment of the entire value of the deceased Member’s Account to the Member’s surviving Spouse or other designated Beneficiary. The benefit payable under this Section 8.3 of the Plan shall be distributed to the Member’s designated Beneficiary no later than one year after the Member’s death, but if the designated Beneficiary is the Member’s surviving Spouse, his Account shall be distributed no later than the date on which the Member would have attained age 70 ¹/2 if he had lived. If the Member has no designated Beneficiary or surviving Spouse, the Member’s Account shall be distributed within five years after the Member’s death as provided in Section 8.4 of the Plan.

8.4 Designation of Beneficiary

A Member shall designate a Beneficiary or Beneficiaries to receive his Account in the event of his death. If the Member is married at the time of a designation of a Beneficiary, his Spouse must consent in writing to a designation of another person as his Beneficiary on a form provided by the Plan Administrator. The consent must acknowledge the effect of such election and the consent must be witnessed by a notary public. If a Member does not have a Spouse, his Beneficiary designation may be changed at any time and shall cease to be effective if he thereafter becomes married. To be effective, the original designation of the Beneficiary and any subsequent change must be in writing on the form provided for that purpose by the Plan Administrator and on file with the Plan Administrator at the date of death of the Member. The Plan Administrator shall not recognize any Beneficiary designation or change in a Beneficiary designation unless the designation or change is in writing and on file with the Plan Administrator on the date of the Member’s death.

26

Article 8 Distributions

8.4 Failure to Designate a Beneficiary

In the event that a Member has no surviving Spouse at the time of his death, there is no valid Beneficiary designation on file with the Plan Administrator or his designated Beneficiary predeceases him, the Member’s Account shall be paid in the following order of priority:

(a) First, to the Member’s surviving children (if any), in equal shares;

(b) Second, if there are no surviving children, to the Member’s surviving parents, if any, in equal shares; and

(c) Finally, if there are no surviving parents, to the legal representatives of the Member’s estate.

8.5 Cash-Out

If a Member incurs a Severance From Employment, the vested portion of his Account shall be distributed to him if the value of his vested Account does not exceed $1,000.

8.6 Election of Wyeth Common Stock; Converting Common Stock to Cash

If prior to the date of distribution, in accordance with rules prescribed by the Plan Administrator, the Member or other Distributee elects to receive the Wyeth Common Stock Fund portion of his Account in Common Stock, he shall receive the number of shares of Common Stock in such Account. Otherwise, all distributions shall be in cash. Common Stock converted into cash shall be valued as the Valuation Date set forth in Section 6.3 of the Plan. Distribution shall be made as soon thereafter as is practicable in accordance with rules prescribed by the Plan Administrator.

27

Article 8 Distributions

8.7 Commencement of Benefits

In general, distribution of a Member’s Account shall begin not later than the sixtieth day after the later of the close of the Plan Year in which:

(a) Such Member attains age 60; or

(b) Such Member’s tenth anniversary of participation in the Plan; or

(c) Such Member’s Severance from Employment occurs.

8.8 Required Minimum Distributions

(a) Time and Manner of Distribution.

(i) Required Beginning Date. The Member’s entire interest shall be distributed, or begin to be distributed, to the Member no later than the Member’s Required Beginning Date.

(ii) Death of a Member Before Distributions Begin. If the Member dies before distributions begin, the Member’s entire interest shall be distributed, or begin to be distributed, no later than as follows:

(1) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, then distributions to the surviving Spouse shall begin by December 31 of the calendar year immediately following the calendar year in which the Member died, or by December 31 of the calendar year in which the Member would have attained age 70 ¹/2, if later.

(2) If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, then distributions to the Designated Beneficiary shall begin by December 31 of the calendar year immediately following the calendar year in which the Member died.

(3) If there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, the Member’s entire interest shall be distributed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

(4) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary and the surviving Spouse dies after the Member but before distributions to the surviving Spouse begin, this subsection (a)(ii), other than subsection (a)(ii)(1), shall apply as if the surviving Spouse were the Member.

28

Article 8 Distributions

For purposes of this subsection (a)(ii) and subsection (iii), unless subsection (a)(ii)(4) applies, distributions are considered to begin on the Member’s Required Beginning Date. If subsection (a)(ii)(4), distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under (a)(ii)(1). If distributions under an annuity purchased from an insurance company irrevocably commence to the Member before the Member’s Required Beginning Date (or to the Member’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under subsection (a)(ii)(1), the date distributions are considered to begin is the date distributions actually commence.

(iii) Form of Distribution. Unless the Member’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution Calendar Year distributions shall be made in accordance with subsections (b) and (c). If the Member’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder shall be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury Regulations thereunder.

(b) Required Minimum Distributions During Member’s Lifetime.

(i) Amount of Required Minimum Distributions For Each Distribution Calendar Year. During the Member’s lifetime, the minimum amount that shall be distributed for each Distribution Calendar Year is the lesser of:

(1) The quotient obtained by dividing the Member’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Member’s age as of the Member’s birthday in the Distribution Calendar Year; or

(2) If the Member’s sole Designated Beneficiary for the Distribution Calendar Year is the Member’s Spouse, the quotient obtained by dividing the Member’s Account Balance by the number in the Joint and Last Survivor Table set forth in Treasury Regulation Section 1.401(a)(9)-9, using the Member’s and the Spouse’s attained ages as of the Member’s and Spouse’s birthdays in the Distribution Calendar Year.

(ii) Lifetime Required Minimum Distributions Continue Through Year of Member’s Death. Required minimum distributions shall be determined under this subsection (b) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Member’s date of death.

29

Article 8 Distributions

(c) Required Minimum Distributions After Member’s Death.

(i) Death On or After Date Distributions Begin.

(1) Member Survived by Designated Beneficiary. If the Member dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that shall be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the longer of the remaining life expectancy of the Member or the remaining life expectancy of the Member’s Designated Beneficiary, determined as follows:

(A) The Member’s remaining life expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

(B) If the Member’s surviving Spouse is the Member’s sole Designated Beneficiary, the remaining life expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the Member’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s death, the remaining life expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.

(C) If the Member’s surviving Spouse is not the Member’s sole Designated Beneficiary, the Designated Beneficiary’s remaining life expectancy is calculated using the age of the Designated Beneficiary in the year following the year of the Member’s death, reduced by one for each subsequent calendar year.

(2) No Designated Beneficiary. If the Member dies on or after the date distributions begin and there is no Designated Beneficiary as of the September 30 of the year after the year of the Member’s death, the minimum amount that shall be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the (A) The Member’s remaining life expectancy is calculated using the age of the Member in the year of death, reduced by one for each subsequent year.

30

Article 8 Distributions

(ii) Death Before Date Distributions Begin.

(1) Member Survived by Designated Beneficiary. If the Member dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that shall be distributed for each Distribution Calendar Year after the year of the Member’s death is the quotient obtained by dividing the Member’s Account Balance by the remaining life expectancy of the Member’s Designated Beneficiary, determined as provided in subsection (c)(i).

(2) No Designated Beneficiary. If the Member dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Member’s death, distribution of the Member’s entire interest shall be completed by December 31 of the calendar year containing the fifth anniversary of the Member’s death.

(3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required To Begin. If the Member dies before the date distributions begin, the Member’ surviving Spouse is the Member’s sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under subsection (a)(ii)(1), this subsection (c)(ii) shall apply as if the surviving Spouse were the Member.

(d) Definitions.

(i) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 8.4 of the Plan and is the Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

(ii) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Member’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Member’s Required Beginning Date. For distributions beginning after the Member’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin pursuant to subsection (a)(ii). The required minimum distribution for the Member’s first Distribution Calendar Year shall be made on or before the Member’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Member’s Required Beginning Date occurs, shall be made on or before December 31 of that Distribution Calendar Year.

31

Article 8 Distributions

(iii) Life Expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.

(iv) Member’s Account Balance. The Account Balance as of the last valuation in the calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the Account Balance as of the date in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Member’s Account Balance in the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

(v) Required Beginning Date. With respect to a Member who is not a five percent (5%) owner of an Employer, Required Beginning Date means April 1 of the calendar year following the later to occur of the calendar year in which the Member attains age 70 ¹/2 of the calendar year in which the Member retires. With respect to a Member who is a 5% owner, Required Beginning Date means April 1 of the calendar year following the calendar year in which he attains age 70 ¹/2.

(e) TEFRA Section 242(b)(2) Elections. Notwithstanding the foregoing, distributions may be made under a designation made before January 1, 1984 in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

8.9 Withholding Tax on Distributions

Distributions under the Plan shall be subject to tax withholding under all applicable tax laws.

8.10 Plan to Plan Transfers

The Plan Administrator may exercise its discretion from time to time to authorize the transfer of account balances for one or more Members of such Member’s Accounts to another plan in which such Member also participates if such other plan also qualifies when applicable, under Section 401(a) and Section 401(k) of the Code, provided that the Plan Administrator is satisfied that such other plan shall accept the transfer of such account balances and that such plan to plan transfer is otherwise in accordance with the applicable qualification requirements of the Code.

32

Article 8 Distributions

8.11 Rollover of Eligible Rollover Distributions From the Plan

(a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section 8.11 of the Plan, as Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. However, notwithstanding the above, the Plan Administrator may adopt

(b) If a distribution is one to which Sections 401(a)(11) and 417 of the Code do not apply, such distribution may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

(i) The Plan Administrator clearly informs the Member that the Member has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution, and

(ii) That the Member, after receiving the notice, affirmatively elects a distribution.

33

Article 8 Distributions

ARTICLE 9 WITHDRAWALS

9.1 Frequency of Withdrawals

No Member while an Employee may take a withdrawal from his Account under this Article Nine of the Plan more frequently than once in any calendar quarter.

9.2 Hardship Withdrawals

A Member can withdraw amounts from his Before-Tax Contributions Account (except Income attributable to the Before-Tax Contributions Account earned after January 1, 1989), Rollover Account and Matching Contributions Account on account of a hardship. The minimum amount of a hardship withdrawal shall be $500. For the withdrawal to constitute a hardship, the withdrawal (1) must be made on account of an immediate and heavy financial need of the Member, and (2) must be necessary to satisfy that need. The determination of whether a Member has an immediate and heavy financial need is to be made by the Plan Administrator on the basis of all relevant facts and circumstances. A financial need shall not fail to qualify as immediate and heavy merely because such need was reasonably foreseeable or voluntarily incurred by the Member. The following types of expenses shall be deemed to constitute an immediate and heavy financial need for purposes of this Section 9.2 of the Plan:

(a) Medical expenses (described in Section 213(d) of the Code) incurred by the Member or his Spouse or dependents (as defined in Section 152 of the Code);

(b) Purchase (excluding mortgage payments) of a principal residence for the Member;

(c) Payment of tuition and related educational fees for the next 12 months of post-secondary education for the Member, his Spouse, children or dependants;

(d) To prevent the eviction of the Member from his principal residence or foreclosure on the mortgage of the Member’s principal residence;

34

Article 9 Withdrawals

The requirement that a hardship withdrawal must be necessary to satisfy an immediate and heavy financial need shall be met if the funds cannot be obtained from other resources reasonably available to the Member and the amount distributed does not exceed the amount required to relieve the financial need. Before a Member can make a hardship withdrawal, he must first withdraw all amounts in his After-Tax Contributions Account available for withdrawal, and take out a loan on amounts in his Account, if available. To the extent that a Member cannot access funds necessary to meet his immediate and heavy financial need by a loan from his Plan Accounts or by a withdrawal of available amounts in his After-Tax Contributions Account, the Member must represent to the Plan Administrator that the required funds cannot be obtained:

(a) Through reimbursement or compensation by insurance;

(b) By reasonable liquidation of the Member’s assets, to the extent such liquidation would not itself cause an immediate and heavy financial need; for this purpose, the Member’s assets shall be deemed to include those assets of the Member’s Spouse and minor children that are reasonably available to the Member;

(c) By discontinuing his Before-Tax Contributions and After-Tax Contributions to the Plan; or

(d) By borrowing from plans maintained by any other employer or by borrowing from commercial sources on reasonable commercial terms.

The decision of the Plan Administrator will be final in determining the existence of a hardship and the amount which may be withdrawn. The Plan Administrator shall make such hardship determinations on a uniform and non-discriminatory basis.

After receipt by a Member of a hardship withdrawal, the Member’s right to make After-Tax Contributions and Before-Tax Contributions (including Catch-Up Contributions) to the Plan and contributions to all plans maintained by an Employer shall be suspended for six (6) months.

35

Article 9 Withdrawals

9.3 Withdrawals of After-Tax Contributions

A Member may withdraw amounts in his After-Tax Contributions Account once per calendar quarter, for any reason, in accordance with the following requirements:

(a) Such withdrawal request shall be made pursuant to instructions transmitted by either telephonic or electronic means from the Member to the Trustee/Recordkeeper; pursuant to rules established by the Plan Administrator;

(b) A Member may make withdrawals of After-Tax Contributions once per calendar quarter, provided, however, that each withdrawal must be made in a minimum amount of at least $500 (or, if his After-Tax Contributions Account is less than $500, has entire After-Tax Contributions Account);

(c) All withdrawals shall be made from the Investment Funds in a Member’s After-Tax Contributions Account as specified by the Member in instructions sent in accordance with subsection (a) above. If the Member fails to provide such instructions, such withdrawals shall be charged proportionately to the Member’s Investment Funds in his After-Tax Contributions Account as of the most recent Valuation Date; and

(d) All withdrawals of amounts in the After-Tax Contributions Account shall be made in either cash or Wyeth Common Stock, if applicable, as elected by the Member in accordance with subsection (a) above. If the Member fails to provide such instructions, such withdrawals shall be in cash. Conversion of Wyeth Common Stock to cash shall be done as soon as practicable after the receipt of instructions from the Member.

9.4 Age 59 1/2 Withdrawal

Notwithstanding the provisions of Section 9.2 of the Plan, a Member who has attained age 59 ¹/2 may make a withdrawal from his Before-Tax Contributions Account, Rollover Account, and Matching Contributions Account for any reason without having to demonstrate financial necessity. Such withdrawal shall be made in accordance with instructions sent by the Member to the Trustee/Recordkeeper in such manner as prescribed by the Plan Administrator.

9.5 Effective Date

Each withdrawal shall be effective as of the business day on which the Trustee/Recordkeeper receives properly authorized instructions to make such withdrawals from

36

Article 9 Withdrawals

the Plan Administrator, provided such instructions are received by the Trustee/Recordkeeper prior to 4:00 P.M. Eastern Time. If properly authorized instructions are not received by the Trustee/Recordkeeper by 4:00 P.M. Eastern Time, the withdrawal shall be effective as of the next business day. The value of the Member’s Account shall be calculated as of such Valuation Date. The amounts to which the Member is entitled shall be distributed to the Member as soon as practicable after the effective date of the withdrawal.

9.6 Withdrawals in Company Stock

To the extent that any withdrawal pursuant to this Article Nine of the Plan consists of Units in the Wyeth Common Stock Fund, such withdrawal may be made, at the election of the Member, in shares of Company Stock (to the extent of whole shares) and in cash as to any fractional shares, all as determined as provided in Section 8.6 of

9.5 Effective Date

Each withdrawal shall be effective as of the business day on which the Trustee/Recordkeeper receives properly authorized instructions to make such withdrawals from the Plan Administrator, provided such instructions are received by the Trustee/Recordkeeper prior to 4:00 P.M. Eastern Time. If properly authorized instructions are not received by the Trustee/Recordkeeper by 4:00 P.M. Eastern Time, the withdrawal shall be effective as of the next business day. The value of the Member’s Account shall be calculated as of such Valuation Date. The amounts to which the Member is entitled shall be distributed to the Member as soon as practicable after the effective date of the withdrawal.

9.6 Withdrawals in Company Stock

To the extent that any withdrawal pursuant to this Article Nine of the Plan consists of Units in the Wyeth Common Stock Fund, such withdrawal may be made, at the election of the Member, in shares of Company Stock (to the extent of whole shares) and in cash as to any fractional shares, all as determined as provided in Section 8.6 of the Plan.

37

Article 9 Withdrawals

ARTICLE 10 LOANS

10.1 Eligibility and Loan Amount

A Member may apply for a loan at any time in accordance with the terms prescribed by the Plan Administrator, which shall consistent with the requirements of Section 72(p), 401(k) and 4975(d)(1) of the Code. The following provisions shall apply with respect to Member loans:

(a) The minimum loan amount shall be $1,000. The aggregate amount of all such loans to a Member from this Plan shall not, at the time any such loan is made, exceed the lesser of (i) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans from the Plan during the one (1) year period ending on the day before the date on which such loan was made, over the outstanding balance of loans from the Plan on the date on which such loan was made, or (ii) fifty percent (50%) of the vested portion of the Member’s account balance at the time of the making of such loan. For purposes of this limitation, all loans from all qualified plans maintained by an Employer or by any entity which is required to be aggregated with an Employer pursuant to Sections 414(b), (c), (m) or (o) must be aggregated.

(b) A Member must apply for a loan in accordance with procedures prescribed by the Plan Administrator. A Member who has applied for a home purchase/construction loan shall be required to submit an application form and executed copy of a purchase or construction agreement and a written statement certifying that the home shall be used as the Member’s primary residence.

(c) For purposes of Section 10.1(a) of the Plan, a Member’s account balance shall be valued as of a Valuation Date immediately prior to receipt of the Member’s loan application. Issuance of the loan shall be as soon as administratively possible in the month in which a loan application is approved.

(d) The maximum number of loans from the Plan which a Member may have outstanding at the same time is one.

(e) Any loan, by its terms, must be required to be repaid within a whole year term from 1 to 5 years, unless the loan is used to acquire or construct any dwelling to be used (within a reasonable time after the loan is made) as the principal residence of the Member, in which case the whole year term can be from 1 to 15 years.

(f) The amount of the loan (principal plus interest) must be repaid through periodic payroll deductions in accordance with the Member’s payroll frequency. The amount of each periodic payroll deduction shall be based on the Member’s payroll frequency, the amount of the loan and the term of the loan. The loan shall be

38

Article 10 Lonas

amortized in substantially level payments over the term of the loan. All amounts of loan repayments by the Member shall be deposited into the Investment Funds elected by the Member in accordance with Section 7.1 of the Plan in effect at the time the repayments are made. Repayments shall begin with the first paycheck received in the month following the date the loan check is received by the Member or as soon as administratively practicable thereafter. Repayments shall be deposited into the Member’s Account in the following order to the extent that loan funds were borrowed from the such subaccounts: (i) After-Tax Contributions Account; (ii) the portion of his Rollover account attributable to after-tax contributions; (iii) Matching Contributions Account, (iv) Before-Tax Contributions Account; and (v) the portion of his Rollover account attributable to before-tax contributions.

(g) Upon a Severance From Employment or death, a Member’s loan is due and payable. In the event that a Member or his Beneficiary (in the case of the death of the Member) does not repay the loan in full, his Account shall be offset by the amount of the outstanding loan and the amount of the outstanding loan shall be treated as taxable income to the Member.

(h) The loan funds shall be charged against each of the Member’s Investment Funds in the Member’s Account pursuant to the Member’s instructions in such manner as prescribed by the Plan Administrator. If instructions are not provided by a Member, the loan funds shall be charged ratably against each of the Member’s Investment Funds within his Account.

(i) Loan funds shall be deducted from the Member’s Account in the following order: (i) the portion of his Rollover Account attributable to before-tax contributions; (ii) Before-Tax Contributions Account (excluding Catch-Up Contributions); (iii) Catch-Up Contributions; (iv) Matching Contributions Account; (v) the portion of his Rollover Account attributable to after-tax contributions; and (vi) After-Tax Contributions Account.

(j) The Plan Administrator shall determine the interest rate for loans. The interest rate to be charged on a loan for the length of its term will be fixed and provide a return commensurate with the interest rates charged by institutions in the business of lending money for loans which would be made under similar circumstances, or such other rate as permitted by government regulations or releases. The interest rate in effect at the time a loan is approved shall be the fixed rate of interest charged on such loan over its entire term. Interest on a loan shall be calculated on the basis of actual days elapsed and a year of 365 days. Interest shall accrue from the date the loan amount is disbursed to a Member.

(k) A Member may pay a loan in full after he has made six months of repayments. Notwithstanding the foregoing, a Member shall not be permitted to pay a loan in full for three months after taking another loan from the Plan. Partial prepayments are not permitted.

39

Article 10 Loans

(l) The loan shall be declared in default if the Member rescinds his payroll authorization deduction. If the amount of the missed repayments (principle and interest) loan is not repaid in by the end of the quarter following the quarter in which the repayment was due, the outstanding amount of the loan shall be treated as a deemed distribution (except for a Member who is on Military Leave).

(m) If a Member is on an approved unpaid leave of absence at a rate of pay (after applicable employment tax withholdings) that is less than the amount of the installment payments required under the terms of the loan, repayments shall be suspended until the earlier of (i) the end of the twelve-month period beginning on the date that the Member commences his leave of absence, or (ii) his return to work. If the term of the loan expires during the suspension period, the loan shall become immediately due and payable even if the twelve-month suspension period has not expired. If the Member is still on a leave of absence following the expiration of the twelve-month suspension period, the loan shall become immediately due and payable. Upon the Member’s return to employment with an Employer prior to the expiration of the term of the loan and the expiration of the twelve-month period, the Member shall repay to the Plan the amount of all missed loan repayments (and interest) that occurred during his leave of absence. If such Member does not repay the amount of all missed loan repayments (and interest) upon a return to employment, his loan shall be declared in default.

(n) A Member who applies for a loan under this Article Ten of the Plan shall be charged a loan application fee for each loan and an annual loan maintenance fee for each loan in an amount as determined periodically by the Plan Administrator.

(o) The loan program under the Plan shall be administered by the Plan Administrator in a uniform and nondiscriminatory manner.

The Plan Administrator shall have sole discretion (i) to determine which Members are entitled to receive a loan, (ii) to determine under what conditions a loan shall be granted, (iii) to determine what the terms of the loan, promissory note and security agreement are, (iv) to determine when a loan is in default and what course of action to take, and (v) to determine other questions which arise under this Article Ten of the Plan, provided that such discretion shall be exercised in accordance with the requirements of law and this Article Ten of the Plan.

40

Article 10 Loans

ARTICLE 11 LIMITATIONS ON ANNUAL ADDITIONS

11.1 Basic Limitation

Except to the extent permitted under Section 4.4 of the Plan and Section 414(v) of the Code, the maximum aggregate Annual Addition that may be contributed or allocated to a Member’s Account for any Limitation Year shall not exceed the lesser of:

(a) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code; or

(b) One hundred percent (100%) of the Member’s Compensation within the meaning of Section 415(c)(3) of the Code for the Limitation Year.

The compensation limit referred to in subsection (b) above shall not apply to any contributions for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code), if applicable, which is otherwise treated as an Annual Addition.

For purposes of this Article Eleven of the Plan, the term “Annual Addition” shall mean the sum for any Limitation Year of the following amounts:

(i) Before-Tax Contributions;

(ii) Matching Contributions;

(iii) After-Tax Contributions; and

(iv) Forfeitures allocated to the Member’s Account.

For purposes of this Article Eleven of the Plan, the term “Limitation Year” means the calendar year.

11.2 Treatment of Similar Plans

The limitations described in this Article Eleven of the Plan with respect to any Member who at any time has participated in any other defined contribution plan which is qualified

41

Article 11 Limitations on Annual Additions

under Section 401(a) of the Code, or in more than one qualified defined benefit plan, maintained by an Employer or by a corporation which is a member of a controlled group of corporations (within the meaning of Section 1563(a) (determined without regard to Section 1563(a)(4) and (e)(3)(C), and Section 415(h) of the Code) of which an Employer is a member shall apply as if the total benefits payable under all such defined benefit plans in which the Member has been a member were payable from one plan, and as if the total Annual Additions made to all defined contribution plans in which the Member has been a member were made to one plan. For purposes of this Article Eleven, the term “Employer” includes any corporation which is a member of a controlled group, as described herein.

11.3 Preclusion of Excess Annual Additions

The Plan Administrator shall maintain records showing for each month during the Limitation Year contributions credited to a Member’s Account. If the Plan Administrator determines at any time that no additional contributions may be credited to a Member’s Account during a Plan Year without exceeding the limitations prescribed in this Article Eleven of the Plan for the Plan Year, then no further contributions shall be made or credited to the Member’s Account during the year. If a portion, but not all, of the contributions which are scheduled to be made and credited to the Member’s Account during the Plan Year or the remainder of the Plan Year may be made and credited without exceeding the limitations prescribed hereunder, the Member’s contributions shall be reduced to such amount which shall cause the limitations to be met.

11.4 Disposal of Excess Annual Additions

In the event that the limitations with respect to Annual Additions are exceeded with respect to any Member, and such excess arises as a consequence of a reasonable error in estimating the Member’s Compensation, such excess shall be disposed of by returning to the Member

42

Article 11 Limitations on Annual Additions

Contributions to his Accounts if any, for the year in which the excess arose, and the earnings thereon, but only to the extent necessary to cause the Annual Additions to the Member’s Account to equal, but not exceed, the limitations prescribed hereunder. In the event that after such contributions and earnings are returned there remains an excess, such excess shall be held in a suspense account and reallocated among the Accounts of all Members in the Limitation Year succeeding the year in which the excess arose.

43

Article 11 Limitations on Annual Additions

ARTICLE 12 ADMINISTRATION

12.1 Savings Plan Committee

The Committee shall be appointed by the Board of Directors of the Company. The Plan shall be administered by the Committee. No member of the Committee shall receive any compensation from the Trust Fund for his service thereon. The Committee shall be the “Plan Administrator” of the Plan for purposes of Section 3(16)(A) of ERISA and the “Named Fiduciary” of the Plan pursuant to Section 402(a) of ERISA; provided however that the selection of the Investment Funds shall be approved by both the Plan Administrator and the Wyeth Retirement Committee. The Plan Administrator may delegate various duties and responsibilities to one or more employees or agents as set forth herein. In carrying out their respective responsibilities under the Plan, the Plan Administrator shall have the discretionary authority to interpret the terms of the Plan, to make findings of fact and to determine eligibility for an entitlement to Plan benefits in accordance with the terms of the Plan and to determine all questions that may arise under the Plan. Any interpretation or determination made pursuant to such discretionary authority shall be given full force and effect, unless it can be shown that the interpretation or determination was arbitrary and capricious and shall be final and binding on an Employer, the Trustees, Members, Beneficiaries, alternate payees and others.

12.2 Power and Duties of the Plan Administrator

(a) The Plan Administrator shall have the following powers, responsibilities and duties and may delegate such duties and responsibilities to one or more Employees or persons:

(i) To establish and enforce such rules, regulations and procedures as it shall deem necessary or proper for the efficient administration of the Plan;

44

Article 12 Administration

(ii) To construe in its sole discretion all terms, provisions and limitations of the Plan, its interpretation thereof in good faith to be final and conclusive on all parties;

(iii) To decide all questions of fact concerning the Plan and the eligibility of any Employee to participate in the Plan;

(iv) To compute the amount of benefits which shall be payable to any Member or Beneficiary, in accordance with the provisions of the Plan, and to determine the person or persons to whom such benefits shall be paid;

(v) To authorize the payment of benefits;

(vi) To prepare and distribute communications to Members their Beneficiaries, and Spouses,

(vii) To maintain compensation and employment records or appoint a person or organization to do so;

(viii) To prepare such reports and applications as may be required by governmental agencies;

(ix) To calculate service, compensation, and benefits of Members;

(x) To conduct orientation of new Members, advising Members, and their Beneficiaries and Spouses, of their rights and options under the Plan and monitoring completion of application, election and benefit forms by Members and their Beneficiaries and Spouses;

(xi) To monitor the collection of contributions and proper application of the contributions to effectuate the purposes of the Plan;

(xii) To prepare reports concerning benefits;

(xiii) To handle the processing of claims including decisions on the right of a Member or Beneficiary to benefits under the Plan;

(xiv) To review and recommend changes in the Investment Funds offered under the Plan to the Wyeth Retirement Committee;

(xv) Change the number of loans available to Members under the Plan; and

(xvi) Any other responsibilities which the Plan Administrator determines are administrative or ministerial in nature and are designed to implement a policy, interpretation, system, practice or procedure established by the Plan Administrator.

45

Article 12 Administration

If any duties or responsibilities are delegated to any Employee pursuant to this Section 12.3 of the Plan, the Plan Administrator shall periodically review the performance of such Employee. Depending upon the circumstances, this requirement may be satisfied by a formal review by the Plan Administrator at such time or times as the Plan Administrator in its discretion may determine, through day-to-day contact and evaluation or in any other manner determined to be appropriate by the Plan Administrator.

(b) In the exercise of all of its functions, the Plan Administrator shall act in an uniform and nondiscriminatory manner and the Plan Administrator may, from time to time prescribe and modify uniform rules of interpretation and administration.

(c) Meetings of the Plan Administrator. The Plan Administrator shall hold meeting upon such notice and at such time and place as it may from time to time determine. Notice to a member shall not be required if waived by that member. A majority of the members of the Plan Administrator shall constitute a quorum for the transaction of business. All resolutions or other actions taken by the Plan Administrator at any meeting where a quorum is present shall be by a vote of a majority of its members present at such meeting and entitled to vote. The decision of the Plan Administrator may be made by a majority of the members and executed by signature of any two members.

12.3 Claims Procedure

The Plan Administrator or its delegate shall provide adequate notice in writing to any Member or to any Beneficiary (“Claimant”) whose claim for benefits under the Plan has been denied within 90 days after the claim was received. The notice to the Claimant shall set forth:

(a) The specific reason for the denial;

(b) Specific references to pertinent Plan provisions on which the denial was based;

(c) A description of any additional material and information that is needed to perfect the claim; and

(d) Advise the claimant that any appeal he wishes to make of the adverse determination must be in writing to the Plan Administrator within sixty (60) days after receipt of the Plan Administrator’s notice of denial of benefits. The Plan Administrator’s notice must further advise the Claimant that his failure to appeal the action to the Plan Administrator in writing within the sixty (60) day period shall render the Plan Administrator’s determination final, binding and conclusive; and

(e) A statement that the Claimant has the right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

46

Article 12 Administration

Such notice shall be forwarded to the Claimant within 90 days of receipt of the claim; provided, however, that in special circumstances the Plan Administrator or its delegate may extend the response period for up to an additional 90 days, in which event it shall notify the Claimant in writing of the extension, and shall specify the reason(s) for the extension.

If the Claimant should file an appeal with the Plan Administrator, or its delegate, he, or his duly authorized representative, may submit, in writing, whatever issues and comments he or his duly authorized representative feels are pertinent. The Claimant, or his duly authorized representative, may review pertinent Plan documents. The Plan Administrator shall reexamine all facts to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances. The Plan Administrator shall advise the Claimant of its decision within sixty (60) days of receipt of the Claimant’s written request for review, unless special circumstances (such as a hearing) would make the rendering of a decision within the sixty (60) day limit unfeasible, but in no event shall the Plan Administrator render a decision respecting a denial for a claim for benefits later than one hundred twenty (120) days after its receipt of a request for review.

The Claimant shall be given written notice of the decision resulting from such review, which shall include specific reasons for the decision, written in a manner calculated to be understood by the claimant, specific reference to the pertinent Plan provisions on which the decision is based, a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies, of, all documents, records and other information relevant to the Claimant’s claim for benefits, and a statement that the Claimant has a right to bring a civil action under Section 502(a) of ERISA.

After a Participant has exhausted his final appeal as set forth above, such Participant shall have a period of 36 months from the date the Plan Administrator denies his appeal of denied claim for benefits under this Section 12.3 of the Plan to bring an action or file a case in court.

47

Article 12 Administration

12.4 Records Management

The Plan Administrator shall designate in its sole discretion a firm, an organization or Employee(s) to maintain the required records and reports of the Plan. Except as otherwise stated in this Plan, the Company shall pay all associated expenses of such firm or organization.

12.5 Reliance

In carrying out the powers under this Article Twelve of the Plan, the Plan Administrator will be entitled to rely conclusively upon all information, tables, valuations, certificates, opinions and reports which will be furnished by any ant, counsel, advisor, Employee or Beneficiary.

12.6 Forfeited Benefits

If a check issued to a Member as a payment of benefits from the Plan is not cashed within 24 months after it is received by the Member, the amount of such benefits shall be forfeited to the Plan provided, however, if the Member should subsequently return and file a claim for the amount of the forfeited check, such amount shall be paid to the Member.

48

Article 12 Administration

ARTICLE 13 TRUST

13.1 Trust Fund

(a) A Trust Fund has been established into which are paid the contributions to the Members Accounts which shall be held in separate subaccounts. At no time prior to the satisfaction of all liabilities under this Plan with respect to Members, former Members, Beneficiaries of Members and alternate payees, shall any part of the corpus or income of the Trust Fund be used for or diverted to any purpose other than for their exclusive benefit, except as stated in Article Seventeen of the Plan. No person shall have any financial interest in or right to the Trust Fund or any part thereof, except as expressly provided for in this Plan and a Member’s, Beneficiary’s or alternate payees Account may not be assigned or alienated by act of the Member or by operation of law, except as provided in Article Seventeen of the Plan.

(b) Each Member, Beneficiary, Former Member, alternate payees or other person who shall claim the right to any payment under the Plan shall be entitled to look only to the Trust Fund for such payment. No liability for the payment of benefits under the Plan shall be imposed upon the Company, an Affiliate, the Plan Administrator, the Wyeth Retirement Committee or the officers, directors, or stockholders of any such entity.

13.2 Administrative Expenses

The reasonable expenses of administering the Plan, as determined by the Plan Administrator, shall be payable from the Trust, except to the extent that an Employer, in its discretion, pays the expenses directly.

49

Article 13 Trust

ARTICLE 14 VOTING OF COMPANY STOCK

The Trustee itself or by its nominee, shall vote shares of Company Stock attributable to Units of the Wyeth Common Stock Fund in the Account of Members as follows:

14.1 Notice

The Company shall notify the Member of the date and purposes of each meeting of stockholders of the Company at which holders of shares of Company Stock shall be entitled to vote in the same manner as such holders are notified, and the Member shall instruct the Trustee as to the voting at such meetings of shares of Company Stock attributable to the Units of the Wyeth Common Stock Fund in the Account of such Member.

14.2 Vote

The Trustee, itself or by proxy, shall vote shares of Company Stock in such Account of the Member in accordance with written instruction of the Member.

14.3 No Direction

If, within five business days prior to such meeting of stockholders, the Trustee shall not have received instructions from the Members in respect of any shares of Company Stock in the Accounts of the Members, the Trustee may vote such shares at such meeting in the same proportion as such shares for which the Trustee has received timely instructions, subject to applicable law.

50

Article 14 Voting of Company Stock

ARTICLE 15 FIDUCIARY RESPONSIBILITY

15.1 Conduct

Each fiduciary shall discharge his duties with respect to the Plan and Trust solely in the interest of the Members, Former Members, Beneficiaries of Members and alternate payees for the exclusive purpose of providing benefits to Members, Former Members, Beneficiaries of Members and alternate payees, and defraying reasonable expenses of administering the Plan and Trust with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, and in accordance with this Plan and any other documents or instruments governing the Plan and Trust Fund. A fiduciary who complies with the foregoing standards shall not be liable for any loss, action or omission hereunder.

15.2 Allocation and Delegation of Responsibilities

Plan fiduciaries may allocate the responsibilities, obligations and duties granted to them for the operation and administration of the Plan and Trust among themselves. Any Plan fiduciary may designate other individuals, corporations or other entities, who are not Plan fiduciaries, to carry out such Plan fiduciary’s responsibilities, obligations and duties with respect to the Plan and the Trust, except to the extent that ERISA prohibits such delegation of authority. Such allocations and delegations may be revoked or modified at any time and any such allocation, delegation, revocation or modification shall be made by written instruments signed by the Plan fiduciary, if an individual, or in the case of other entities who are Plan fiduciaries, in accordance with the procedures governing the functions of such entity, and a written record shall be kept thereof.

51

Article 15 Fiduciary Responsibility

15.3 Co-Fiduciary Responsibility

A Plan fiduciary or any individual, corporation or other entity employed or appointed by a Plan fiduciary to serve in a fiduciary capacity with respect to the Plan or Trust Fund shall be solely responsible for the responsibilities, obligations or duties allocated or delegated to it, whether under this Plan and Trust Agreement or under the terms and conditions of employment or appointment. No person to whom such responsibilities, obligations or duties have not been allocated or delegated shall be responsible with respect to any action directed, taken or omitted by the Plan fiduciary or individual, corporation or other entity serving in a fiduciary capacity to whom such responsibilities, obligations or duties have been allocated or delegated unless he participates knowingly in, or knowingly undertakes to conceal, an act or omission of such other Plan fiduciary or individual, corporation or entity, knowing such act or omission is a breach of fiduciary responsibility or, if he has knowledge of a breach, he fails to make reasonable efforts under the circumstances to remedy the breach.

15.4 Duties of Fiduciaries With Respect to Investments

(a) The Plan Administrator shall, subject to Sections 12.1 and 12.2(a)(xiv) of the Plan, direct the Trustee as to what Investment Funds are available to Members under the Plan and the Plan Administrator may:

(i) Allocate control and management of all or any portion of the Trust assets to an Investment Manager; or

(ii) Recommend changes to the Investment Funds available under the Plan to the Wyeth Retirement Committee.

(b) If the Company or the Plan Administrator as applicable, appoints an Investment Manager pursuant to the foregoing, such Investment Manager shall be an investment adviser registered under the Investment Advisers Act of 1940, a bank as defined in such Act, or an insurance company which is qualified to manage the assets of employee benefit plans under the laws of more than one state. An Investment Manager shall acknowledge in writing its appointment as a Plan Fiduciary hereof, Fiduciary Responsibility

52

Article 15 Fiduciary Responsibility

(c) The Company, any Affiliates, the Plan Administrator and the Trustee shall be under no duty to question the direction or lack of direction of any Investment Manager, but shall act and shall be fully protected in acting, in accordance with each such direction. An Investment Manager shall have sole investment responsibility for that portion of the Trust assets which it has been appointed to manage, and no other Plan fiduciary or any Trustee shall have any responsibility for the investment of any such assets, the management of which has been delegated to an Investment Manager, or liability for any loss to or diminution in value of such Trust assets resulting from any action directed, taken or omitted by an Investment Manager.

The Company has notified the Trustee that the Plan Administrator shall direct the Trustee in the investment of all or any portion of the Trust Fund, and therefore the Trustee shall be subject to proper directions of the Plan Administrator, which are made in accordance with the terms of the Plan and which are not contrary to the provisions of Title I of ERISA. The Trustee shall be fully protected in acting in accordance with each such direction.

(d) Each Member shall direct the Trustee as to which Investment Fund he wishes to invest his Account. The Plan shall be maintained in a manner intended to comply with Section 404(c) of ERISA and the applicable regulations promulgated thereunder.

53

Article 15 Fiduciary Responsibility

ARTICLE 16 AMENDMENT, TERMINATION AND MERGER

16.1 Right to Amend or Terminate the Plan

It is the intention of the Company to continue this Plan indefinitely and to make such contributions as may be required each Plan Year. Nevertheless, subject to the provisions hereinafter set forth, the Board of Directors of the Company reserves the right at any time or from time to time to amend, alter or discontinue the Plan in whole or in part for any reason at any time. The Wyeth Retirement Committee shall have the right to alter or amend the Plan, if such action is necessary or desirable and is (1) required by law, agreed to through collective bargaining or is appropriate to maintain the tax-qualified status of the Plan, or (2) is estimated not to result in a cost increase to the Company in excess of five (5) percent, provided, however, that no amendment or alterations shall be made which:

(a) Shall adversely affect any right or obligations of any Member with respect to any contributions made hereto;

(b) Permits any funds paid to the Trustee to revert to the Company;

(c) Provides for the use of the assets of the Plan, or any part thereof other than for the exclusive benefit of Members, Former Members or their Beneficiaries or paying the reasonable expenses of administering the Plan;

(d) Shall deprive any Member, Former Member or his Beneficiary, without his consent, of any benefit theretofore accrued to him under the Plan; and

(e) Shall, except as provided in Article Seventeen of the Plan, violate this Section 16.1 of the Plan. Any amendment of the Plan may be made, retroactively if necessary, which the Company deems necessary or appropriate to conform the Plan to, or to satisfy the conditions of, ERISA, the Code, or any other law, governmental regulations or rulings.

54

Article 16 Amendment, Tremination and Merger

16.2 Termination of the Plan

In the event of the complete termination of the Plan or upon complete discontinuance of contributions under the Plan, all Members shall be fully vested in their Accounts. In the event of the partial termination of the Plan, the interests of the affected Members shall be fully vested and nonforfeitable.

16.3 Merger, Consolidation or Transfer

In the case of a merger or consolidation of the Plan with, or transfer of assets or liabilities of the Trust Fund to, any other plan or trust, the terms of the merger, consolidation or transfer shall be such that the benefits to which a Member is entitled immediately after the merger, consolidation or transfer shall be equal to or greater than the benefit to which the Member is entitled immediately prior to the merger, consolidation or transfer. For purposes of this Section 16.3 of the Plan, the benefit to which a Member is entitled shall be determined on the assumption that the Plan had terminated on the day such determination is made.

55

Article 16 Amendment, Tremination and Merger

ARTICLE 17 NONALIENATION OF BENEFITS EXCEPT FOR QUALIFIED DOMESTIC RELATIONS ORDERS

Benefits provided under the Plan may not be assigned or alienated or otherwise subject in any manner to anticipation, sale, transfer, pledge, garnishment, encumbrance or charge except in the case of a Qualified Domestic Relations Order as defined in this Article Seventeen of the Plan. The Plan shall establish procedures to determine that the requirements of Section 414(p) of the Code are met with respect to Qualified Domestic Relations Orders. For purposes of this Article Seventeen of the Plan, a Qualified Domestic Relations Order must meet the following requirements:

(a) A Qualified Domestic Relations Order consists of any judgment, decree, or order (including approval of a property settlement agreement) which relates to the provision of child support, alimony payments, or marital property rights of a Spouse, child, or other dependent and is made pursuant to a State domestic relations law (including a community property law) and which creates or recognizes the existence of an alternate payee’s right to, or assigns to an alternate payee the right to, receive all or a portion of the benefits payable with respect to a Member under the Plan.

(b) A Qualified Domestic Relations Order must also meet the following conditions:

(i) Such order must clearly specify the name and the last known mailing address of the Member and the name and mailing address of each alternate payee covered by the Order.

(ii) Such order must clearly specify the amount or percentage of the Member’s benefits to be paid by the Plan to each alternative payee, or the manner in which such amount or percentage is to be determined.

(iii) Such order must clearly specify the number of payments or the period to which such order applies and the name of the Plan.

(iv) Such order shall not require the Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan.

(v) Such order shall not require the Plan to provide increased benefits to any alternate payee (determined on the basis of actuarial value).

56

Article 17 Nonalienation of Benefits Except for Qualified Domestic Telations Orders

(vi) Such order shall not require the payment of benefits to an alternate payee that are required to be paid to another alternate payee under another order that was previously determined to be a Qualified Domestic Relations order.

This Article Seventeen of the Plan shall be construed in accordance with Section 414(p) of the Code and regulations issued thereunder.

After an order has been determined found to meet the conditions for a Qualified Domestic Relations Order, the Plan Administrator may make payments to the alternate payee who has been assigned a right to benefits payable with respect to a Member as soon as administratively feasible in accordance with the terms of the Qualified Domestic Relations Order.

57

Article 17 Nonalienation of Benefits Except for Qualified Domestic Telations Orders

ARTICLE 18 MISCELLANEOUS PROVISIONS

18.1 Plan Not a Contract of Employment

Nothing in the Plan shall give any Employee the right to be retained in the employ of the Company or any Affiliate. All Employees shall remain subject to discharge, discipline or lay-off by the Company or any affiliate to the same extent as if the Plan had not been put into effect.

18.2 Governing Law

The Plan shall be governed in accordance with the laws of the State of New York except to the extent superseded by ERISA.

18.3 Records and Reports

The Plan Administrator, or its designee, shall exercise appropriate authority to comply with ERISA relating to records and reports to Members and appropriate governmental agencies, including annual notification to Members, Beneficiaries and alternate payees of their Account balances.

18.4 Notices to Employees and Members

All notices, statements and other communications from the Plan Administrator or an Employer to an Employee, Member or designated Beneficiary required or permitted hereunder shall be deemed to have been duly given, furnished, delivered or transmitted, as the case may be, when delivered to (or when mailed by first class mail, postage prepaid and addressed to) the Employee at his work location, or to the Employee, Member or Beneficiary at his home address last appearing on the books of the Plan Administrator.

58

Article 18 Miscellaneous Provisions

18.5 Communications to the Plan Administrator

Any person desiring to communicate with the Plan Administrator, including any person claiming benefits under the Plan, shall direct such communication or claim to the Plan Administrator at an address specified by the Plan Administrator.

18.6 Statement

At such times during the year as the Plan Administrator may deem appropriate, but no less frequently than quarterly, a statement shall be furnished to each Member as of the value of his Account. Such statement shall be deemed to have been accepted by the Member, his Spouse, if any, and his Beneficiaries designated under Section 8.4 of the Plan hereof as correct unless written notice to the contrary from the Member, is received by the Plan Administrator within 30 days after the mailing of such statement to the Member.

59

Article 18 Miscellaneous Provisions

ARTICLE 19 TREATMENT OF RETURNING VETERANS

19.1 Applicability and Effective Date

Notwithstanding any other provisions of the Plan, the rights of any Returning Veteran who resumes employment with the Company shall be modified as set forth in this Article Nineteen of the Plan.

19.2 Definitions

For purposes of this Article Nineteen of the Plan, the capitalized terms herein shall have the following meanings:

(a) “Qualified Military Service” means any service (either voluntary or involuntary) by an individual in the Uniformed Services.

(b) “Returning Veteran” means an Employee who, on or after December 12, 1994, returns from Qualified Military Service to employment with the Company within the period prescribed under USERRA.

(c) “Uniformed Services” means the Armed Forces, the Army National Guard and Air National Guard (when engaged in active duty for training, inactive duty training, or full-time National Guard duty), the commissioned corps of the Public Health Service, and any other category of persons designated by the President of the Untied States in time of war or emergency.

19.3 Eligibility to Participate

For purposes of Article Three of the Plan:

(a) A Returning Veteran who was a Member in the Plan immediately prior to his Qualified Military Service shall be deemed to have remained a Member throughout his Qualified Military Service.

(b) A Returning Veteran who would have become a Member in the Plan during the period of his Qualified Military Service but for such service shall be deemed to have become a Member as of the date when he would have become a Member if he had been in Qualified Military Service.

60

Article 19 Treatment of Returning Veterans

19.4 No Break in Service

A Returning Veteran shall be deemed not to have incurred any break in service for purposes under the Plan on account of his Qualified Military Service.

19.5 Service Credit

With respect to any period of Qualified Military Service, a Member shall be credited with continuous service that he would have been credited had he not been in Qualified Military Service.

19.6 Restoration of Before-Tax Contributions and After-Tax Contributions

(a) Each Returning Veteran who, during his period of Qualified Military Service, would have been eligible to make Before-Tax Contributions and After-Tax Contributions, shall be permitted to contribute an amount equal to the amount of Before-Tax Contributions and After-Tax Contributions that such Employee could have made during such absence from employment. Such “make-up” contributions shall be made during the period that begins with the Employee’s reemployment by an Employer and ends with:

(i) The expiration of a period of five years; or

(ii) If shorter, a period equal to three times the period of Qualified Military Service.

(b) Any make-up contributions described in subsection (a) above shall be made in addition to those Before-Tax Contributions and After-Tax Contributions that the Member may elect to make during any Plan after reemployment.

19.7 Determination of Covered Compensation

For purposes of determining the amount of any make-up contributions under this Article Nineteen of the Plan, and for applying the limits of Article Eleven of the Plan, a Member’s Covered Compensation during any period of Qualified Military Service shall be deemed to equal either:

(a) The Covered Compensation the Member would have received but for such Qualified Military Service, based on the rate of pay he would have received from an Employer; or

61

Article 19 Treatment of Returning Veterans

(b) If the amount described in subsection (a) above is not reasonably certain, the Member’s average Covered Compensation from an Employer during the 12-month period immediately preceding the Qualified Military Service (or, if shorter, the period of employment immediately preceding the Qualified Military Service). Such amount shall be adjusted as necessary to reflect the length of the Member’s Qualified Military Service.

19.8 Application of Certain Limitations

(a) For purposes of applying the limitations of Section 4.7 of the Plan, any make-up contributions described in Section 19.6 of the Plan, shall be treated as contributions for the Plan Year to which they relate, rather than the Plan Year in which they were actually made.

(b) For purposes of applying the limitations of Section 4.5 of the Plan, any such make-up contributions shall be treated as contributions for the calendar year to which they relate, rather than the calendar year in which they are actually made.

(c) For purposes of applying the limitations of applying the limitations of Section 4.7 of the Plan and Article Eleven of the Plan, any make-up contributions described in Section 19.6 of the Plan shall be disregarded, both for the Plan Year to which the contributions relate, and for the Plan Year in which they are actually made.

19.9 Suspension of Loan Repayments

Notwithstanding any provisions of Article Ten of the Plan to the contrary, if a Member receives a loan from the Plan and enters into Qualified Military Service during the term of the loan, a failure to make any required loan repayments during such Qualified Military Service shall not result in a default under Article Ten of the Plan.

19.10 Administrative Rules and Procedures

The Plan Administrator shall establish such rules and procedures as it deems necessary or desirable to implement the provisions of this Article Nineteen of the Plan, provided that they are consistent with the provisions of USERRA, any regulations thereunder, or any other applicable law.

62

Article 19 Treatment of Returning Veterans

WYETH UNION SAVINGS PLAN

SCHEDULE A

The following is a list of collective bargaining units, which have negotiated for and accepted participation in the Wyeth Union Savings Plan:

1. International Chemical Workers Union Local 143 at Pearl River, New York

2. International Chemical Workers Union Local 95 – Rouses Point, New York

3. Local 6, United Food and Chemical Workers International Union, AFL-CIO-CLC, Fort Dodge, Iowa

63

Schedule A

SCHEDULE B

INVESTMENT FUNDS

1. Wyeth Common Stock Fund

2. Vanguard Balanced Index Fund

3. Vanguard 500 Index Fund

4. Vanguard Small-Cap Index Fund

5. Vanguard Total International Stock Index Fund

6. Vanguard Retirement Funds

64

Schedule B

EX-12

Exhibit 12

Wyeth

Computation of Ratio of Earnings to Fixed Charges

(in thousands except ratio amounts)

	Year Ended December 31,
	2006			2005			2004			2003			2002
Earnings (Loss):
Income (loss) from continuing operations before income taxes	$	5,429,904		$	4,780,589		$	(129,847	)	$	2,361,612		$	6,097,245
Add:
Fixed charges		625,513			461,431			360,805			346,564			430,449
Minority interests		29,769			26,492			27,867			32,352			27,993
Amortization of capitalized interest		22,465			21,356			9,350			8,772			8,866
Less:
Equity income (loss)		(317	)		(104	)		(524	)		(468	)		20,766
Capitalized interest		71,400			46,450			86,750			115,800			88,008
Total earnings (loss) as defined	$	6,036,568		$	5,243,522		$	181,949		$	2,633,968		$	6,455,779
Fixed Charges:
Interest and amortization of debt expense	$	498,847		$	356,834		$	221,598		$	182,503		$	294,160
Capitalized interest		71,400			46,450			86,750			115,800			88,008
Interest factor of rental expense (1)		55,266			58,147			52,457			48,261			48,281
Total fixed charges as defined	$	625,513		$	461,431		$	360,805		$	346,564		$	430,449
Ratio of earnings to fixed charges		9.7			11.4			0.5			7.6			15.0

(1)  A  ¹/3 factor was used to compute the portion of rental expenses deemed representative of the interest factor.

EX-13

EXHIBIT 13

2006 Financial Report

Ten-Year Selected Financial Data	2
Consolidated Financial Statements
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Changes in Stockholders’ Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8 -58
Report of Independent Registered Public Accounting Firm	59
Management Reports to Wyeth Stockholders	61
Quarterly Financial Data (Unaudited)	63
Market Prices of Common Stock and Dividends	63
Management’s Discussion and Analysis of Financial Condition and Results of Operations	64 -94

1

Wyeth        

Ten-Year Selected Financial Data

(Dollar amounts in thousands except per share amounts)

Year Ended December 31,	2006		2005		2004		2003		2002		2001		2000			1999			1998		1997
Summary of Net Revenue and Earnings
Net revenue(1)	$	20,350,655	$	18,755,790	$	17,358,028	$	15,850,632	$	14,584,035	$	13,983,745	$	13,081,334		$	11,695,061		$	11,101,100	$	11,916,623
Income (loss) from continuing operations(1)(2)(3)		4,196,706		3,656,298		1,233,997		2,051,192		4,447,205		2,285,294		(901,040	)		(1,207,243	)		2,152,344		1,747,638
Diluted earnings (loss) per share from continuing operations(1)(2)(4)		3.08		2.70		0.91		1.54		3.33		1.72		(0.69	)		(0.92	)		1.61		1.33
Dividends per common share		1.0100		0.9400		0.9200		0.9200		0.9200		0.9200		0.9200			0.9050			0.8700		0.8300
Year-End Financial Position
Current assets(1)(3)	$	17,514,241	$	18,044,841	$	14,438,029	$	14,962,242	$	11,605,699	$	9,766,753	$	10,180,811		$	12,384,778		$	10,698,188	$	10,025,512
Current liabilities(1)(3)		7,221,848		9,947,961		8,535,542		8,429,510		5,485,506		7,257,181		9,742,059			6,480,383			3,478,119		3,476,322
Total assets(1)(3)		36,478,715		35,841,126		33,629,704		31,031,922		26,042,592		22,967,922		21,092,466			23,123,756			20,224,231		19,851,517
Long-term debt(1)(4)		9,096,743		9,231,479		7,792,311		8,076,429		7,546,041		7,357,277		2,394,790			3,606,423			3,839,402		5,007,610
Average stockholders’ equity		13,323,562		10,921,136		9,571,142		8,725,147		6,114,243		3,445,333		4,516,420			7,914,772			8,895,024		7,568,672
Stockholders — Outstanding Shares
Number of common stockholders		47,314		50,648		54,301		59,181		61,668		64,698		58,355			62,482			65,124		64,313
Weighted average common shares outstanding used for diluted earnings (loss) per share calculation (in thousands)		1,374,053		1,363,417		1,354,489		1,336,430		1,334,127		1,330,809		1,306,474			1,308,876			1,336,641		1,312,975
Employment Data(1)
Number of employees at year end		50,060		49,732		51,401		52,385		52,762		52,289		48,036			46,815			47,446		54,921
Wages and salaries	$	3,488,510	$	3,434,476	$	3,280,328	$	3,003,555	$	2,792,379	$	2,536,220	$	2,264,258		$	2,032,431		$	2,175,517	$	2,428,518
Benefits (including Social Security taxes)		1,042,749		1,022,538		958,317		933,448		842,177		691,018		602,816			593,222			577,930		619,528

2

Wyeth        

(1) As a result of the sale of the Cyanamid Agricultural Products business on June 30, 2000, amounts for the years 1997 through 1999 were restated to reflect this business as a discontinued operation with the net assets of the discontinued business held for sale related to the Cyanamid Agricultural Products business included in current assets.

(2) See Management’s Discussion and Analysis of Financial Condition and Results of Operations for discussion of the diet drug litigation charge and other significant items for the years ended December 31, 2006, 2005 and 2004.

(3) As a result of pre-tax charges of $4,500,000, $2,000,000, $1,400,000, $950,000, $7,500,000 and $4,750,000 in 2004, 2003, 2002, 2001, 2000 and 1999, respectively, related to the litigation brought against the Company regarding the use of the diet drugs Redux or Pondimin, current liabilities increased substantially beginning in 1999 compared with prior years.

In 2002, the Company sold 67,050,400 shares of Amgen Inc. (Amgen) common stock received in connection with Amgen’s acquisition of Immunex Corporation for net proceeds of $3,250,753. The Company used a portion of these proceeds to pay down commercial paper and substantially reduce current liabilities. Additionally, the remaining 31,235,958 shares of Amgen common stock owned by the Company as of December 31, 2002 had a fair value of $1,509,947. The fair value of these shares as well as the proceeds from the shares sold in 2002 substantially increased total assets. In 2003, the Company completed the sale of the remaining 31,235,958 shares of its Amgen common stock holdings for net proceeds of $1,579,917.

(4) In 2001, the Company issued $3,000,000 of Senior Notes. In 2003, the Company issued $4,800,000 of Senior Notes and $1,020,000 of Convertible Senior Debentures. A portion of the proceeds from the 2003 borrowings was used to repurchase approximately $1,700,000 in previously issued Senior Notes. In 2005, the Company issued $1,500,000 of Senior Notes.

3

Wyeth        

Consolidated Balance Sheets

(In thousands except share and per share amounts)

December 31,	2006			2005
Assets
Cash and cash equivalents	$	6,778,311		$	7,615,891
Marketable securities		1,948,931			618,619
Accounts receivable less allowances (2006 — $156,449 and 2005 — $142,047)		3,383,341			3,030,580
Inventories		2,480,459			2,333,543
Other current assets including deferred taxes		2,923,199			4,446,208
Total Current Assets		17,514,241			18,044,841
Property, plant and equipment:
Land		177,188			177,507
Buildings		7,154,928			6,492,605
Machinery and equipment		5,491,987			4,860,953
Construction in progress		1,659,391			1,516,033
		14,483,494			13,047,098
Less accumulated depreciation		4,337,235			3,693,745
		10,146,259			9,353,353
Goodwill		3,925,738			3,836,394
Other intangibles, net of accumulated amortization (2006 — $236,363 and 2005 — $178,588)		356,692			279,720
Other assets including deferred taxes		4,535,785			4,326,818
Total Assets	$	36,478,715		$	35,841,126
Liabilities
Loans payable	$	124,225		$	13,159
Trade accounts payable		1,116,754			895,216
Accrued expenses		5,679,141			8,759,136
Accrued taxes		301,728			280,450
Total Current Liabilities		7,221,848			9,947,961
Long-term debt		9,096,743			9,231,479
Pension liabilities		806,413			389,179
Accrued postretirement benefit obligations other than pensions		1,600,751			1,104,256
Other noncurrent liabilities		3,100,205			3,173,882
Total Liabilities	$	21,825,960		$	23,846,757
Contingencies and commitments (Note 14)
Stockholders’ Equity
$2.00 convertible preferred stock, par value $2.50 per share; 5,000,000 shares authorized		28			37
Common stock, par value $0.33 1/3 per share; 2,400,000,000 shares authorized (1,345,249,848 and 1,343,349,460 issued and outstanding, net of 77,342,696 and 79,112,368 treasury shares at par, for 2006 and 2005, respectively)		448,417			447,783
Additional paid-in capital		6,142,277			5,097,228
Retained earnings		8,734,699			6,514,046
Accumulated other comprehensive income (loss)		(672,666	)		(64,725	)
Total Stockholders’ Equity		14,652,755			11,994,369
Total Liabilities and Stockholders’ Equity	$	36,478,715		$	35,841,126

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

4

Wyeth        

Consolidated Statements of Operations

(In thousands except per share amounts)

Year Ended December 31,	2006			2005			2004
Net Revenue	$	20,350,655		$	18,755,790		$	17,358,028
Cost of goods sold		5,587,851			5,431,200			4,947,269
Selling, general and administrative expenses		6,501,976			6,117,706			5,799,791
Research and development expenses		3,109,060			2,749,390			2,460,610
Interest (income) expense, net		(6,646	)		74,756			110,305
Other income, net		(271,490	)		(397,851	)		(330,100	)
Diet drug litigation charges		—			—			4,500,000
Income (loss) before income taxes		5,429,904			4,780,589			(129,847	)
Provision (benefit) for income taxes		1,233,198			1,124,291			(1,363,844	)
Net Income	$	4,196,706		$	3,656,298		$	1,233,997
Basic Earnings per Share	$	3.12		$	2.73		$	0.93
Diluted Earnings per Share	$	3.08		$	2.70		$	0.91

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

5

Wyeth        

Consolidated Statements of Changes in Stockholders’ Equity

(In thousands except per share amounts)

	$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, 2004	$	42		$	444,151		$	4,764,390		$	4,112,285		$	(26,487	)	$	9,294,381
Net income											1,233,997						1,233,997
Currency translation adjustments														451,892			451,892
Unrealized gains on derivative contracts, net														10,354			10,354
Unrealized losses on marketable securities, net														(8,226	)		(8,226	)
Minimum pension liability adjustments, net														39,619			39,619
Comprehensive income, net of tax																	1,727,636
Cash dividends declared:
Preferred stock (per share: $2.00)											(33	)					(33	)
Common stock (per share: $0.92)											(1,227,001	)					(1,227,001	)
Common stock issued for stock options					779			56,694									57,473
Issuance of restricted stock awards					85			9,164									9,249
Tax benefit from exercises of stock options								(13,386	)								(13,386	)
Other exchanges		(2	)		16			162			(592	)					(416	)
Balance at December 31, 2004	$	40		$	445,031		$	4,817,024		$	4,118,656		$	467,152		$	9,847,903
Net income											3,656,298						3,656,298
Currency translation adjustments														(492,784	)		(492,784	)
Unrealized gains on derivative contracts, net														32,518			32,518
Unrealized losses on marketable securities, net														(4,128	)		(4,128	)
Minimum pension liability adjustments, net														(67,483	)		(67,483	)
Comprehensive income, net of tax																	3,124,421
Cash dividends declared:
Preferred stock (per share: $2.00)											(30	)					(30	)
Common stock (per share: $0.94)											(1,259,368	)					(1,259,368	)
Common stock issued for stock options					2,637			232,355									234,992
Issuance of restricted stock awards					84			11,225									11,309
Tax benefit from exercises of stock options								37,457									37,457
Other exchanges		(3	)		31			(833	)		(1,510	)					(2,315	)
Balance at December 31, 2005	$	37		$	447,783		$	5,097,228		$	6,514,046		$	(64,725	)	$	11,994,369
Net income											4,196,706						4,196,706
Currency translation adjustments														565,745			565,745
Unrealized losses on derivative contracts, net														(6,060	)		(6,060	)
Unrealized gains on marketable securities, net														4,157			4,157
Minimum pension liability adjustments, net														(41,234	)		(41,234	)
Comprehensive income, net of tax																	4,719,314
Adoption of FASB Statement No. 158, net														(1,130,549	)		(1,130,549	)
Cash dividends declared:
Preferred stock (per share: $2.00)											(26	)					(26	)
Common stock (per share: $1.01)											(1,358,743	)					(1,358,743	)
Common stock acquired for treasury					(4,477	)		(42,818	)		(617,284	)					(664,579	)
Common stock issued for stock options					4,372			490,648									495,020
Stock-based compensation expense								393,330									393,330
Issuance of restricted stock awards					688			85,490									86,178
Transfer of restricted stock award accruals to equity								63,171									63,171
Tax benefit from exercises of stock options								55,263									55,263
Other exchanges		(9	)		51			(35	)								7
Balance at December 31, 2006	$	28		$	448,417		$	6,142,277		$	8,734,699		$	(672,666	)	$	14,652,755

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

6

Wyeth        

Consolidated Statements of Cash Flows

(In thousands)

Year Ended December 31,	2006			2005			2004
Operating Activities
Net income	$	4,196,706		$	3,656,298		$	1,233,997
Adjustments to reconcile net income to net cash provided by operating activities:
Diet drug litigation payments		(2,972,700	)		(1,453,733	)		(850,200	)
Seventh Amendment security fund (deposit)/refund		400,000			(1,250,000	)		—
Diet drug litigation charges		—			—			4,500,000
Tax on repatriation		—			170,000			—
Net gains on sales and dispositions of assets		(28,545	)		(127,228	)		(156,175	)
Depreciation		761,690			749,163			581,567
Amortization		41,350			37,710			40,832
Stock-based compensation		393,330			108,534			24,634
Change in deferred income taxes		630,131			542,920			(1,470,532	)
Income tax adjustment		—			—			(407,600	)
Pension provision		354,531			317,047			294,838
Pension contributions		(271,909	)		(328,895	)		(363,422	)
Changes in working capital, net:
Accounts receivable		(238,764	)		(357,582	)		(130,325	)
Inventories		(7,910	)		7,410			4,295
Other current assets		(39,037	)		16,958			38,403
Trade accounts payable and accrued expenses		70,868			185,326			(144,161	)
Accrued taxes		(7,536	)		15,719			(145,322	)
Other items, net		( 27,828	)		61,994			(172,086	)
Net Cash Provided by Operating Activities		3,254,377			2,351,641			2,878,743
Investing Activities
Purchases of intangibles and property, plant and equipment		(1,289,784	)		(1,081,291	)		(1,255,275	)
Proceeds from sales of assets		69,235			365,184			351,873
Purchase of additional equity interest in affiliate		(102,187	)		(92,725	)		—
Purchases of marketable securities		(2,239,022	)		(651,097	)		(2,345,354	)
Proceeds from sales and maturities of marketable securities		915,339			1,777,005			1,697,864
Net Cash Provided by/(Used for) Investing Activities		(2,646,419	)		317,076			(1,550,892	)
Financing Activities
Proceeds from issuance of long-term debt		—			1,500,000			—
Repayments of long-term debt		(12,100	)		(328,187	)		(1,500,000	)
Other borrowing transactions, net		47,334			82,125			(6,587	)
Dividends paid		(1,358,769	)		(1,259,398	)		(1,227,034	)
Purchases of common stock for Treasury		(664,579	)		—			—
Exercises of stock options		515,853			234,992			57,473
Net Cash Provided by/(Used for) Financing Activities		(1,472,261	)		229,532			(2,676,148	)
Effect of exchange rate changes on cash and cash equivalents		26,723			(25,928	)		22,073
Increase (Decrease) in Cash and Cash Equivalents		(837,580	)		2,872,321			(1,326,224	)
Cash and Cash Equivalents, Beginning of Year		7,615,891			4,743,570			6,069,794
Cash and Cash Equivalents, End of Year	$	6,778,311		$	7,615,891		$	4,743,570

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

7

Wyeth        

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Basis of Presentation: The accompanying consolidated financial statements include the accounts of Wyeth and subsidiaries (the Company). All per share amounts, unless otherwise noted in the footnotes and quarterly financial data, are presented on a diluted basis; that is, based on the weighted average number of outstanding common shares and the effect of all potentially dilutive common shares (primarily unexercised stock options and contingently convertible debt).

Use of Estimates: The financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which require the use of judgments and estimates made by management. Actual results may differ from those estimates.

Description of Business: The Company is a U.S.-based multinational corporation engaged in the discovery, development, manufacture, distribution and sale of a diversified line of products in three primary businesses: Wyeth Pharmaceuticals (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare) and Fort Dodge Animal Health (Animal Health). Pharmaceuticals includes branded human ethical pharmaceuticals, biotechnology products, vaccines and nutrition products. Principal products include 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. Consumer Healthcare products include analgesics, cough/cold/allergy remedies, nutritional supplements, and hemorrhoidal, asthma and personal care items sold over-the-counter. Principal Animal Health products include vaccines, pharmaceuticals, parasite control and growth implants. The Company sells its diversified line of products to wholesalers, pharmacies, hospitals, physicians, retailers and other health care institutions located in various markets in more than 145 countries throughout the world.

Wholesale distributors and large retail establishments account for a large portion of the Company’s Net revenue and trade receivables, especially in the United States. The Company’s top three wholesale distributors accounted for approximately 31%, 29% and 25% of the Company’s Net revenue in 2006, 2005 and 2004, respectively. The Company’s largest wholesale distributor accounted for 14%, 12% and 10% of net revenue in 2006, 2005 and 2004, respectively. The Company continuously monitors the creditworthiness of its customers.

The Company has two products that account for more than 10% of its net revenue: Effexor, which comprised approximately 18%, 18% and 19% of the Company’s Net revenue in 2006, 2005 and 2004, respectively; and Enbrel, including the alliance revenue recognized from a co-promotion arrangement with Amgen Inc. (Amgen), which comprised approximately 12% of the Company’s Net revenue in 2006.

Cash Equivalents consist primarily of commercial paper, fixed-term deposits, securities under repurchase agreements and other short-term, highly liquid securities with maturities of three months or less when purchased and are stated at cost. The carrying value of cash equivalents approximates fair value due to their short-term, highly liquid nature.

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 relating to these securities. Available-for-sale securities are marked-to-market based on quoted market values of the securities, with the unrealized gains and losses, net of tax, reported as a component of Accumulated other comprehensive income (loss). Realized gains and losses on sales of available-for-sale securities are computed based upon initial cost adjusted for any other-than-temporary declines in fair value. Investments categorized as held-to-maturity are carried at amortized cost because the Company has both the intent and ability to hold these investments until they mature. Impairment losses are charged to income for other-than-temporary declines in fair value. Premiums and discounts are amortized or accreted into earnings over the life of the related available-for-sale or held-to-maturity security. Dividend and interest income is recognized when earned. The Company owns no investments that are considered to be trading securities.

Inventories are valued at the lower of cost or market. Inventories valued under the last-in, first-out (LIFO) method amounted to $319.5 million and $339.2 million at December 31, 2006 and 2005, respectively. The current value exceeded the LIFO value by $91.1 million and $92.4 million at December 31, 2006 and 2005, respectively. The remaining inventories are valued primarily under the first-in, first-out method.

8

Wyeth        

Inventories at December 31 consisted of:

(In thousands)	2006		2005
Finished goods	$	732,532	$	716,826
Work in progress		1,312,925		1,252,522
Materials and supplies		435,002		364,195
	$	2,480,459	$	2,333,543

Property, Plant and Equipment is carried at cost. Depreciation is provided over the estimated useful lives of the related assets, principally on the straight-line method, as follows:

Buildings	10 – 50 years
Machinery and equipment	3 – 20 years

The construction of most pharmaceutical manufacturing facilities typically includes costs incurred for the validation of specialized equipment, machinery and computer systems to ensure that the assets are ready for their intended use. These costs are primarily recorded in Construction in progress and subsequently reclassified to the appropriate Property, plant and equipment category when the related assets have reached a state of readiness.

Depreciation of such validation costs begins at the same time that depreciation begins for the related facility, equipment and machinery, which is when the assets are deemed ready for their intended purpose.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based on projected undiscounted cash flows associated with the affected assets. A loss is recognized for the difference between the fair value and the carrying amount of the asset. Fair value is determined based on market quotes, if available, or other valuation techniques.

Goodwill and Other Intangibles: Goodwill is defined as the excess of cost over the fair value of net assets acquired. Goodwill and other intangibles are subject to at least an annual assessment for impairment by applying a fair value-based test. Other intangibles with finite lives continue to be amortized. See Note 5 for further detail relating to the Company’s goodwill and other intangibles balances.

Derivative Financial Instruments: The Company currently manages its exposure to certain market risks, including foreign exchange and interest rate risks, through the use of derivative financial instruments and accounts for them in accordance with Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133), SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities” (SFAS No. 138) and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (SFAS No. 149).

On the date that the Company enters into a derivative contract, it designates the derivative as: (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), (2) a hedge of a forecasted transaction or the variability of cash flows that are to be received or paid in connection with a recognized asset or liability (cash flow hedge), (3) a foreign currency fair value or cash flow hedge (foreign currency hedge) or (4) a derivative instrument that is not designated for hedge accounting treatment. For certain derivative contracts that are designated and qualify as fair value hedges (including foreign currency fair value hedges), the derivative instrument is marked-to-market with gains and losses recognized in current period earnings to offset the respective losses and gains recognized on the underlying exposure. For derivative contracts that are designated and qualify as cash flow hedges (including foreign currency cash flow hedges), the effective portion of gains and losses on these contracts is reported as a component of Accumulated other comprehensive income (loss) and reclassified into earnings in the same period the hedged transaction affects earnings. Any hedge ineffectiveness on cash flow hedges is immediately recognized in earnings. Ineffectiveness is minimized through the proper

9

Wyeth        

relationship of the hedging derivative contract with the hedged item. The Company also enters into derivative contracts that are not designated as hedging instruments. These derivative contracts are recorded at fair value with the gain or loss recognized in current period earnings. The cash flows from each of the Company’s derivative contracts are reflected as operating activities in the consolidated statements of cash flows. The Company does not hold any derivative instruments for trading purposes. See Note 9 for a further description of the Company’s specific programs to manage risk using derivative financial instruments.

Currency Translation: The majority of the Company’s international operations are translated into U.S. dollars using current foreign currency exchange rates with currency translation adjustments reflected in Accumulated other comprehensive income (loss). Currency translation adjustments related to international operations in highly inflationary economies are included in the results of operations.

Revenue Recognition: Revenue from the sale of Company products is recognized in Net revenue when goods are shipped and title and risk of loss pass to the customer. Provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives are provided for as deductions in determining Net revenue. These provisions are based on estimates derived from current promotional program requirements, wholesaler inventory data and historical experience.

Revenue under co-promotion agreements from the sale of products developed by other companies, such as the Company’s arrangement with Amgen to co-promote Enbrel (in the United States and Canada) and with King Pharmaceuticals, Inc. to co-promote Altace, is recorded as alliance revenue, which is included in Net revenue. Alliance revenue is primarily based upon a percentage of the co-promotion partners’ gross margin. Such alliance revenue is earned when the co-promoting company ships the product and title and risk of loss pass to a third party. Additionally, alliance revenue includes certain revenue earned related to sirolimus, the active ingredient in Rapamune, which coats the coronary stent marketed by Johnson & Johnson. There is no cost of goods sold associated with alliance revenue, and the selling and marketing expenses related to alliance revenue are included in Selling, general and administrative expenses. Alliance revenue totaled $1,339.2 million, $1,146.5 million and $789.9 million for 2006, 2005 and 2004, respectively.

Beginning in 2006, the Company began recognizing revenue from the sale of its Prevnar vaccine to the federal government for placement into stockpiles related to the Pediatric Vaccine Stockpile in accordance with Securities and Exchange Commission Interpretation, “Commission Guidance Regarding Accounting for Sales of Vaccines and BioTerror Countermeasures to the Federal Government for Placement into the Pediatric Vaccine Stockpile or the Strategic National Stockpile.” Net revenue recorded by the Company under the Pediatric Vaccine Stockpile was $14.2 million during 2006.

Sales Deductions: The Company deducts certain items from gross sales, which primarily consist of provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives. In most cases, these deductions are offered to customers based upon volume purchases, the attainment of market share levels, government mandates, coupons and consumer discounts. These costs are recognized at the later of (a) the date at which the related revenue is recorded or (b) the date at which the incentives are offered. Chargebacks/rebates are the Company’s only significant deduction from gross sales and relate 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, the Company considers both to be a form of price reduction. Chargeback/rebate accruals included in Accrued expenses at December 31, 2006 and 2005 were $733.9 million and $765.5 million, respectively.

Advertising Costs are expensed as incurred and are included in Selling, general and administrative expenses. Advertising expenses worldwide, which are composed primarily of television, radio and print media, were $729.6 million, $591.0 million and $557.6 million in 2006, 2005 and 2004, respectively.

Shipping and Handling Costs, which include transportation to customers, transportation to distribution points, warehousing and handling costs, are included in Selling, general and administrative expenses. The Company typically does not charge customers for shipping and handling costs. Shipping and handling costs were $241.6 million, $245.3 million and $252.3 million in 2006, 2005 and 2004, respectively.

10

Wyeth        

Stock-Based Compensation: Effective January 1, 2006, the Company adopted SFAS No. 123R, “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 12 for further discussion. 2005 and 2004 stock-based compensation expense consisted of restricted stock unit and performance-based restricted stock unit awards, which were accounted for in accordance with Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25), using the intrinsic value method.

Research and Development Expenses are expensed as incurred. Upfront and milestone payments made to third parties in connection with research and development collaborations are expensed as incurred up to the point of regulatory approval. Milestone payments made to third parties subsequent to regulatory approval are capitalized and amortized over the remaining useful life of the respective intangible asset. Amounts capitalized for such payments are included in Other intangibles, net of accumulated amortization.

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

(In thousands except per share amounts) Year Ended December 31,	2006		2005		2004
Numerator:
Net income less preferred dividends	$	4,196,680	$	3,656,268	$	1,233,964
Denominator:
Weighted average common shares outstanding		1,345,386		1,339,718		1,333,691
Basic earnings per share	$	3.12	$	2.73	$	0.93
Numerator:
Net income	$	4,196,706	$	3,656,298	$	1,233,997
Interest expense on contingently convertible debt		30,009		19,798		5,234
Net income, as adjusted	$	4,226,715	$	3,676,096	$	1,239,231
Denominator:
Weighted average common shares outstanding		1,345,386		1,339,718		1,333,691
Common stock equivalents of outstanding stock options, deferred contingent common stock awards, restricted stock awards and convertible preferred stock(1)		11,777		6,809		3,908
Common stock equivalents of assumed conversion of contingently convertible debt		16,890		16,890		16,890
Total shares(1)		1,374,053		1,363,417		1,354,489
Diluted earnings per share(1)	$	3.08	$	2.70	$	0.91

11

Wyeth        

(1) At December 31, 2006, 2005 and 2004, 77,297,579, 78,673,881 and 81,614,423 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.

Recently Issued Accounting Standards: The Financial Accounting Standards Board (FASB) recently issued SFAS No. 157, “Fair Value Measurements” (SFAS No. 157), and FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles 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 currently is assessing the impact this provision may have on its financial position or results of operations.

FIN 48 is an interpretation of SFAS Statement No. 109, “Accounting for Income Taxes” (SFAS No. 109), 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 in the process of evaluating the potential impact of FIN 48 and expects that the impact will be a charge to retained earnings. However, the impact is not expected to be material to the Company’s financial position.

Reclassifications: Certain reclassifications have been made to the December 31, 2005 and 2004 consolidated financial statements and accompanying notes to conform with the December 31, 2006 presentation.

2. Significant Transactions

Co-development and Co-commercialization Agreements

During 2006, the Company entered into several collaboration and licensing agreements with various companies, of which the amounts incurred in 2006 were neither individually nor in the aggregate significant. In December 2005, the Company entered into collaboration agreements with Progenics Pharmaceuticals, Inc. (Progenics) and Trubion Pharmaceuticals, Inc. (Trubion). The Company recorded upfront payments of $100.0 million ($65.0 million after-tax or $0.05 per share) within Research and development expenses in connection with the agreements. In 2004, the Company entered into an agreement with Solvay Pharmaceuticals (Solvay) to co-develop and co-commercialize four neuroscience compounds. The Company recorded an upfront payment of $145.5 million ($94.6 million after-tax or $0.07 per share) within Research and development expenses in connection with the agreement and will make milestone payments upon achievement of certain future development and regulatory events. Also under the terms of the agreement, a portion of the Solvay sales force is promoting Effexor.

Equity Purchase Agreement

The Company has an equity purchase agreement with Takeda Pharmaceutical Company Limited (Takeda), whereby the Company will buy out the minority interest of an affiliated entity in Japan presently held by Takeda. In April 2006, the Company increased its ownership of the affiliated entity from 70% to 80% for a purchase price of $102.2 million. In April 2005, the Company increased its ownership of the affiliated entity from 60% to 70% for a purchase price of $92.7 million. The terms of the buyout call for the final 20% to be purchased in 2007. The purchase price of each buyout is based on a multiple of the entity’s net sales in each of the buyout years, with the total purchase price estimated to be approximately $400.0 million to $450.0 million.

Net Gains on Sales and Dispositions of Assets

For the years ended December 31, 2006, 2005 and 2004, net pre-tax gains on sales and dispositions of assets of $28.5 million, $127.2 million and $156.2 million, respectively, were included in Other income, net and primarily consisted of the following product divestitures:

• 2006 net gains included sales of various product rights, which resulted in pre-tax gains of approximately $44.1 million.

12

Wyeth        

• 2005 net gains included sales of product rights to Synvisc, Epocler in Brazil and the Solgar line of products, which resulted in pre-tax gains of approximately $168.7 million.

• 2004 net gains included sales of product rights to indiplon, Diamox in Japan and the Company’s nutrition products in France, which resulted in pre-tax gains of approximately $150.9 million.

The net assets, sales and profits of these divested assets, individually or in the aggregate, were not material to any business segment or to the Company’s consolidated financial statements as of December 31, 2006, 2005 and 2004.

13

Wyeth        

3. Productivity Initiatives

The Company continued 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 a 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 services, finance and accounting, human resources and procurement functions. Transactional processing services are scheduled to commence in 2007. In addition, we are improving our drug development process, including establishing early clinical development centers, implementing remote data capture and improving logistics for shipping clinical materials.

In 2006 and 2005, the Company recorded net charges aggregating $218.6 million ($154.5 million after-tax or $0.11 per share) and $190.6 million ($137.1 million after-tax or $0.10 per share), respectively, related to the productivity initiatives. The Company recorded the charges, including personnel and other costs, in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS No. 146), SFAS No. 144, “Accounting for the Impairment and Disposal of Long-Lived Assets” (SFAS No. 144), SFAS No. 112, “Employers’ Accounting for Postemployment Benefits – an amendment of FASB Statements Nos. 5 and 43” (SFAS No. 112), and SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” (SFAS No. 88). The 2006 activities were related to the Pharmaceuticals, Consumer Healthcare and Fort Dodge businesses. The charges were recorded to recognize the costs of closing certain manufacturing facilities and the elimination of certain positions at the Company’s facilities. For 2006, charges of $129.2 million were recorded within Cost of goods sold, $78.0 million within Selling, general and administrative expenses and $11.4 million within Research and development expenses. For 2005, charges of $137.7 million were recorded within Cost of goods sold, $85.6 million within Selling, general and administrative expenses and $7.5 million within Research and development expenses offset, in part, by an asset sale gain of $40.2 million recorded within Other income, net.

The following table summarizes the total charges discussed above, payments made and the reserve balance at December 31, 2006:

(In thousands) Productivity Initiatives	Total Charges to Date			Reserve at December 31, 2005		Total Charges 2006		Net Payments/ Non-cash Items			Reserve at December 31, 2006
Personnel costs	$	268,300		$	146,100	$	93,500	$	(66,500	)	$	173,100
Accelerated depreciation		128,000			—		85,100		(85,100	)		—
Other closure/exit costs		53,100			700		40,000		(40,300	)		400
Asset sales		(40,200	)		—		—		—			—
	$	409,200		$	146,800	$	218,600	$	(191,900	)	$	173,500

At December 31, 2006, the reserve balance for personnel costs related primarily to committed employee severance obligations, which, in accordance with the specific productivity initiatives, are expected to be paid over the next 36 months.

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

14

Wyeth        

4. Marketable Securities

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

(In thousands) At December 31, 2006	Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Available-for-sale:
Commercial paper	$	52,654	$	—	$	—		$	52,654
Certificates of deposit		6,098		—		—			6,098
Corporate debt securities		649,032		263		(141	)		649,154
Asset-backed securities		601,378		366		(85	)		601,659
Mortgage-backed securities		221,531		107		(72	)		221,566
Equity securities		30,028		19,046		(350	)		48,724
Institutional fixed income fund		364,836		9,831		(5,591	)		369,076
Total marketable securities	$	1,925,557	$	29,613	$	(6,239	)	$	1,948,931
(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

The contractual maturities of debt securities classified as available-for-sale at December 31, 2006 were as follows:

(In thousands)	Cost		Fair Value
Available-for-sale:
Due within one year	$	337,227	$	337,235
Due after one year through five years		741,240		741,652
Due after five years through 10 years		88,704		88,700
Due after 10 years		363,522		363,544
	$	1,530,693	$	1,531,131

15

Wyeth        

5. Goodwill and Other Intangibles

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142), goodwill is required to be tested for impairment at the reporting unit level utilizing a two-step methodology. The initial step requires the Company to determine the fair value of each reporting unit and compare it with the carrying value, including goodwill, of such unit. If the fair value exceeds the carrying value, no impairment loss would be recognized. However, if the carrying value of this unit exceeds its fair value, the goodwill of the unit may be impaired. The amount, if any, of the impairment then would be measured in the second step.

Goodwill in each reporting unit is tested for impairment during the fourth quarter of each year. The Company determined there was no impairment of the recorded goodwill for any of its reporting units as of December 31, 2006 and 2005. In April 2006, the Company increased its ownership in an affiliated entity from 70% to 80%, which resulted in Goodwill additions of $57.1 million and additions to Other intangibles, net of accumulated amortization of $34.1 million (see Note 2 for discussion of our equity purchase agreement with Takeda).

The Company’s Other intangibles, net of accumulated amortization were $356.7 million at December 31, 2006, the majority of which are licenses having finite lives that are being amortized over their estimated useful lives ranging from three to 10 years.

During 2006, 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.

Total amortization expense for intangible assets was $41.4 million, $37.7 million and $40.8 million in 2006, 2005 and 2004, respectively. Amortization expense recorded in Cost of goods sold was $16.5 million in 2006, $16.0 million in 2005 and $13.4 million in 2004. Amortization expense recorded in Selling, general and administrative expenses was $24.9 million in 2006, $21.7 million in 2005 and $27.4 million in 2004.

The annual amortization expense expected for the years 2007 through 2011 is as follows:

(In thousands)	Amortization Expense
2007	$51,000
2008	51,700
2009	45,700
2010	44,900
2011	44,600

The changes in the carrying value of goodwill by reportable segment for the years ended December 31, 2006 and 2005 were as follows:

(In thousands)	Pharmaceuticals			Consumer Healthcare			Animal Health			Total
Balance at January 1, 2005	$	2,728,565		$	593,606		$	534,239		$	3,856,410
Addition		23,037			—			—			23,037
Reduction		—			(9,361	)		—			(9,361	)
Currency translation adjustments		(31,300	)		(1,712	)		(680	)		(33,692	)
Balance at December 31, 2005		2,720,302			582,533			533,559			3,836,394
Addition		57,084			—			—			57,084
Currency translation adjustments		30,319			1,311			630			32,260
Balance at December 31, 2006	$	2,807,705		$	583,844		$	534,189		$	3,925,738

16

Wyeth        

6. Debt and Financing Arrangements

The Company’s debt at December 31 consisted of:

(In thousands)	2006			2005
Notes payable:
4.125% Notes due 2008	$	300,000		$	300,000
6.700% Notes due 2011		1,500,000			1,500,000
5.250% Notes due 2013		1,500,000			1,500,000
5.500% Notes due 2014		1,750,000			1,750,000
5.500% Notes due 2016		1,000,000			1,000,000
7.250% Notes due 2023		250,000			250,000
6.450% Notes due 2024		500,000			500,000
6.500% Notes due 2034		750,000			750,000
6.000% Notes due 2036		500,000			500,000
Floating rate convertible debentures due 2024		1,020,000			1,020,000
Pollution control and industrial revenue bonds:
5.10%-5.80% due 2007-2018		57,150			69,250
Other debt:
0.58%-5.72% due 2007-2024		134,727			90,212
Fair value of debt attributable to interest rate swaps		(40,909	)		15,176
		9,220,968			9,244,638
Less current portion		124,225			13,159
	$	9,096,743		$	9,231,479

The fair value of outstanding debt as of December 31, 2006 and 2005 was $9,606.5 million and $9,621.8 million, respectively.

Revolving Credit Facilities

The company maintains credit facilities with a group of banks and financial institutions consisting of a $1,350.0 million, five-year facility maturing in August 2010 and a $1,747.5 million, five-year facility maturing in February 2009. The credit facility agreements require the Company to maintain a ratio of consolidated adjusted indebtedness to adjusted capitalization not to exceed 60%. The proceeds from the credit facilities may be used to support commercial paper and the Company’s general corporate and working capital requirements. At December 31, 2006 and 2005, there were no borrowings outstanding under the facilities nor did the Company have any commercial paper outstanding that was supported by these facilities.

Notes and Debentures

The Company has issued the following Senior Notes (Notes) and Convertible Senior Debentures (Debentures):

• $1,500.0 million of Notes issued in November 2005

• $3,000.0 million of Notes and $1,020.0 million of Debentures issued in December 2003

• $1,800.0 million of Notes issued February 2003

• $3,000.0 million of Notes issued March 2001

17

Wyeth        

November 2005 Issuance

On November 14, 2005, the Company issued $1,500.0 million of Notes in a transaction exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the Securities Act). These Notes consisted of two tranches, which pay interest semiannually on February 15 and August 15, as follows:

• $1,000.0 million 5.50% Notes due February 15, 2016

• $   500.0 million 6.00% Notes due February 15, 2036

As of February 14, 2006, pursuant to an exchange offer made by the Company, substantially all of the Notes issued in November 2005 were exchanged for new Notes having identical terms and which were registered under the Securities Act.

December 2003 Issuance

On December 11, 2003, the Company issued $3,000.0 million of Notes through a registered public offering. These Notes consisted of three tranches, which pay interest semiannually on February 1 and August 1, as follows:

• $1,750.0 million 5.50% Notes due February 1, 2014

• $   500.0 million 6.45% Notes due February 1, 2024

• $   750.0 million 6.50% Notes due February 1, 2034

Concurrent with the above-noted issuance of Notes, on December 16, 2003, the Company issued $1,020.0 million aggregate principal amount of Debentures due January 15, 2024 in a transaction exempt from registration pursuant to Rule 144A under the Securities Act. Interest on the Debentures accrues at the six-month London Interbank Offering Rate (LIBOR) minus 0.50% and is payable semiannually on January 15 and July 15.

The Debentures contain a number of conversion features that include substantive contingencies. The Debentures are convertible by the holders at an initial conversion rate of 16.559 shares of the Company’s common stock for each $1,000 principal amount of the Debentures, which is equal to an initial conversion price of $60.39 per share. The holders may convert their Debentures, in whole or in part, into shares of the Company’s common stock under any of the following circumstances: (1) during any calendar quarter commencing after March 31, 2004 and prior to December 31, 2022 (and only during such calendar quarter) if the price of the Company’s common stock is greater than or equal to 130% of the applicable conversion price for at least 20 trading days during a 30-consecutive trading day period; (2) at any time after December 31, 2022 and prior to maturity if the price of the Company’s common stock is greater than or equal to 130% of the applicable conversion price on any day after December 31, 2022; (3) if the Company has called the Debentures for redemption; (4) upon the occurrence of specified corporate transactions such as a consolidation, merger or binding share exchange pursuant to which the Company’s common stock would be converted into cash, property or securities; or (5) if the credit rating assigned to the Debentures by either Moody’s Investor Services (Moody’s) or Standard & Poor’s (S&P) is lower than Baa3 or BBB-, respectively, or if the Debentures no longer are rated by at least one of these agencies or their successors (the Credit Rating Clause).

Upon conversion, the Company has the right to deliver, in lieu of shares of its common stock, cash or a combination of cash and shares of its common stock. The Company may redeem some or all of the Debentures at any time on or after July 20, 2009 at a purchase price equal to 100% of the principal amount of the Debentures plus any accrued interest. Upon a call for redemption by the Company, the holder of each $1,000 Debenture may convert such note to shares of the Company’s common stock. The holders have the right to require the Company to purchase their Debentures for cash at a purchase price equal to 100% of the principal amount of the Debentures plus any accrued interest on July 15, 2009, January 15, 2014 and January 15, 2019 or upon a fundamental change as described in the indenture relating to the Debentures. In accordance with EITF No. 04-8, the Company has included an additional 16,890,180 shares outstanding related to the Debentures in its diluted earnings per share calculation (see Note 1).

18

Wyeth        

The Credit Rating Clause described above has been determined to be an embedded derivative as defined by SFAS No. 133. In accordance with SFAS No. 133, embedded derivatives are required to be recorded at their fair value. Based upon an external valuation, the Credit Rating Clause had a fair value of zero at December 31, 2006 and 2005.

February 2003 Issuance

On February 11, 2003, the Company issued $1,800.0 million of Notes through a registered public offering. The issuance consisted of two tranches of Notes, which pay interest semiannually, as follows:

• $   300.0 million 4.125% Notes due March 1, 2008 with interest payments due on March 1 and September 1

• $1,500.0 million 5.25% Notes due March 15, 2013 with interest payments due on March 15 and September 15

March 2001 Issuance

On March 30, 2001, the Company issued $3,000.0 million of Notes in a transaction exempt from registration pursuant to Rule 144A under the Securities Act. These Notes consisted of three tranches, which pay interest semiannually on March 15 and September 15, as follows:

• $   500.0 million 5.875% Notes due and repaid March 15, 2004

• $1,000.0 million 6.25% Notes due March 15, 2006 (subsequently repurchased through the exercise of a make-whole call option, which was completed in January 2004)

• $1,500.0 million 6.70% Notes due March 15, 2011

As of June 15, 2001, pursuant to an exchange offer made by the Company, substantially all of the Notes issued in March 2001 were exchanged for new Notes having identical terms and which were registered under the Securities Act.

Other

In addition to the Notes and the Debentures described above, at December 31, 2006, the Company has outstanding a $250.0 million 7.25% non-callable, unsecured and unsubordinated debt instrument due March 2023 with interest payments due on March 1 and September 1.

At December 31, 2006, the aggregate maturities of debt during the next five years and thereafter are as follows:

(In thousands)
2007	$	124,225
2008		306,260
2009		9,662
2010		236
2011		1,542,714
Thereafter		7,237,871
Total debt	$	9,220,968

19

Wyeth        

Interest Rate Swaps

The Company entered into the following interest rate swaps, whereby the Company effectively converted the fixed rate of interest on certain Notes to a floating rate, which is based on LIBOR. See Note 9 for further discussion of the interest rate swaps.

		Notional Amount
Hedged Notes Payable	Swap Rate	2006		2005
		(In thousands)
$1,750.0 million 5.500% due 2014	6-month LIBOR in arrears + 0.6110%	$	750,000	$	750,000
	6-month LIBOR in arrears + 0.6085%		650,000		650,000
	6-month LIBOR in arrears + 0.6085%		350,000		350,000
1,500.0 million 6.700% due 2011	3-month LIBOR + 1.0892%		750,000		750,000
	3-month LIBOR + 0.8267%		750,000		750,000
1,500.0 million 5.250% due 2013	6-month daily average LIBOR + 0.8210%		800,000		800,000
	6-month daily average LIBOR + 0.8210%		700,000		700,000
500.0 million 6.450% due 2024	6-month LIBOR in arrears + 1.0370%		250,000		250,000
300.0 million 4.125% due 2008	6-month daily average LIBOR + 0.6430%		150,000		150,000
	6-month daily average LIBOR + 0.6430%		150,000		150,000

Credit Rating Trigger/Current Credit Outlook

The interest rate payable on the series of Notes issued in February 2003 and the $1,500.0 million, 6.7% Notes issued in March 2001 were subject to a 0.25 percentage-point increase in the interest rate as a result of a downgrade in our credit rating by Moody’s in December 2003. As of March 15, 2006, pursuant to the terms under which the Notes were issued, the interest rate payable for these Notes became the effective interest rate until maturity.

In addition to the Moody’s downgrade, on October 24, 2003, Fitch Ratings (Fitch) downgraded the Company’s senior unsecured credit rating (long-term rating) to A- from A and its commercial paper credit rating (short-term rating) to F-2 from F-1. Due to the Fitch downgrade, the Company’s commercial paper, which previously traded in the Tier 1 commercial paper market, would trade in the Tier 2 commercial paper market, if issued.

In 2006, Moody’s revised the Company’s outlook to positive from developing, upgraded the Company’s senior unsecured debt rating to A3 from Baa1 and affirmed the Company’s short-term debt rating. S&P revised the Company’s rating outlook to stable from negative and affirmed the Company’s short-term and long-term debt ratings. Additionally, Fitch revised the Company’s rating outlook to stable from negative and affirmed the Company’s short-term and long-term debt ratings.

20

Wyeth        

Interest (Income) Expense, net

The components of Interest (income) expense, net are as follows:

(In thousands) Year Ended December 31,	2006			2005			2004
Interest expense	$	570,247		$	403,284		$	308,348
Interest income		(505,493	)		(282,078	)		(111,293	)
Less: Amount capitalized for capital projects		(71,400	)		(46,450	)		(86,750	)
Interest (income) expense, net	$	(6,646	)	$	74,756		$	110,305

Interest payments in connection with the Company’s debt obligations for the years ended December 31, 2006, 2005 and 2004 amounted to $553.9 million, $343.3 million and $270.7 million, respectively.

7. Other Noncurrent Liabilities

Other noncurrent liabilities includes reserves for the Redux and Pondimin diet drug litigation (see Note 14) and reserves relating to income taxes, environmental matters, product liability and other litigation, other employee benefit liabilities and minority interests.

The Company has responsibility for environmental, safety and cleanup obligations under various federal, state and local laws, including the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as Superfund. It is the Company’s policy to accrue for environmental cleanup costs if it is probable that a liability has been incurred and the amount can be reasonably estimated. In many cases, future environmental-related expenditures cannot be quantified with a reasonable degree of accuracy. Environmental expenditures that relate to an existing condition caused by past operations that do not contribute to current or future results of operations are expensed. As investigations and cleanups proceed, environmental-related liabilities are reviewed and adjusted as additional information becomes available. The aggregate environmental-related accruals were $287.7 million and $311.2 million at December 31, 2006 and 2005, respectively. Environmental-related accruals have been recorded without giving effect to any possible future insurance proceeds. See Note 14 for discussion of contingencies.

Through 1998, the Company provided incentive awards under the Management Incentive Plan (MIP), which provided for cash and deferred contingent common stock awards to key employees. Deferred contingent common stock awards plus accrued dividends, related to the MIP program, totaling 388,844 and 451,281 shares were outstanding at December 31, 2006 and 2005, respectively. Incentive awards under the MIP program no longer were granted after the 1998 performance year.

Subsequently, the Company adopted the Executive Incentive Plan and the Performance Incentive Award Program (PIA), which provide financial awards to employees based on the Company’s operating results and the individual employee’s performance. Substantially all U.S. and Puerto Rico exempt employees, who are not subject to other incentive programs, and key international employees are eligible to receive cash awards under PIA with our most senior executives receiving awards under the Executive Incentive Plan. The value of the Executive Incentive Plan and PIA awards for 2006, 2005 and 2004 was $236.8 million, $235.6 million and $181.7 million, respectively, and is included within Accrued expenses.

8. Pensions and Other Postretirement Benefits

Plan Descriptions

Pensions

The Company sponsors retirement plans for most full-time employees. These defined benefit and defined contribution plans cover all U.S. and certain international locations. Plan benefits for defined benefit pension plans are based primarily on participants’ compensation and years of credited service. Generally, the Company’s contributions to defined contribution plans are based on a percentage of each employee’s contribution.

21

Wyeth        

The Company maintains 401(k) savings plans that allow participation by substantially all U.S. employees. Most employees are eligible to enroll in the savings plan on their hire date and can contribute between 1% and 16% of their base pay (as of January 1, 2007, the maximum contribution was increased to 50% of base pay). The Company provides a matching contribution to eligible participants of 50% on the first 6% of base pay contributed to the plan, or a maximum of 3% of base pay. Employees can direct their contributions and the Company’s matching contributions into any of the funds offered. These funds provide participants with a cross section of investing options, including the Company’s common stock. All contributions to the Company’s common stock fund, whether by employee or employer, can be transferred to other fund choices daily.

Total pension expense for both defined benefit and defined contribution plans for 2006, 2005 and 2004 was $354.5 million, $317.0 million and $294.8 million, respectively. Pension expense for defined contribution plans for 2006, 2005 and 2004 totaled $98.8 million, $96.7 million and $90.1 million, respectively.

Other Postretirement Benefits

The Company provides postretirement health care and life insurance benefits for retirees from most U.S. locations and Canada. Most full-time employees become eligible for these benefits after attaining specified age and service requirements.

Pension Plan Assets

U.S. Pension Plan Assets

Pension plan assets to fund the Company’s defined benefit plans obligations are invested in accordance with certain asset allocation criteria and investment guidelines established by the Company’s Retirement and Pension Committees.

The Company’s U.S. pension plans’ (the Plans) asset allocation, by broad asset class, was as follows as of December 31, 2006 and 2005, respectively:

	Target Asset Allocation Percentage as of December 31,		Percentage of Plan Assets as of December 31,
Asset Class	2006	2005	2006	2005
U.S. Equity	35%	45%	34%	42%
Non-U.S. Equity	25%	25%	29%	29%
U.S. and International Fixed Income and cash	30%	30%	27%	29%
Alternative investments	10%	—	10%	—

The Plans’ assets totaled $3,990.4 million and $3,685.7 million at December 31, 2006 and 2005, respectively. At December 31, 2006 and 2005, the Plans’ assets represented approximately 86% and 87% of total worldwide plan assets, respectively. Investment responsibility for these assets is assigned to outside investment managers, and participants do not have the ability to direct the investment of these assets. Each of the Plans’ asset classes is broadly diversified by security, market capitalization (e.g., exposure to large cap and small cap), industrial sector and investment style (i.e., exposure to growth and value). Every attempt is made to maintain asset class exposure in line with prevailing target asset allocation percentages through monthly rebalancing toward those targets.

Within U.S. Equity, the Plans use a combination of enhanced index and active investment strategies. Investment vehicles utilized within these categories include both separately managed accounts and diversified funds. The Plans’ active investment managers are prohibited from investing in the Company’s common stock.

22

Wyeth        

The Plans’ Non-U.S. Equity composite is invested primarily in mature or developed markets using active investment strategies and separately managed accounts. The Plans’ exposure to emerging or developing markets is achieved through investment in diversified funds.

U.S. Fixed Income assets are invested largely in securities categorized as investment grade using active investment strategies, and investment vehicles utilized include separately managed accounts and diversified funds. The Plans, however, do maintain modest exposure to below investment grade debt – specifically, high-yield U.S. fixed income and emerging market debt. The Plans’ separate fixed income account managers are prohibited from investing in debt securities issued by the Company.

In 2006, the Pension and Retirement Committees reallocated approximately 10% of the Plans’ assets from U.S. Equity to a mix of alternative investments (e.g., hedge funds, real estate and private equity), splitting the allocation equally between two outside investment managers. Investment vehicles utilized within these categories include both diversified funds and direct limited partnership investments selected by the outside managers.

The Plans’ assets are managed with the dual objectives of minimizing pension expense and cash contributions over the long term as well as maintaining the Plans’ fully funded status (based on accumulated benefit obligation) on an ongoing basis. With the assistance of an outside pension consultant, asset-liability studies are performed approximately every five years, and the Plans’ target asset allocation percentages are adjusted accordingly. The investment managers of each separately managed account in which the Plans invest are prohibited from investing in derivative securities, except for currency hedging activities, which are permitted within the Plans’ Non-U.S. asset class. With respect to the diversified funds in which the Plans invest, the existing investment guidelines permit derivative securities in the portfolio, but the use of leverage (i.e., margin borrowing) is strictly prohibited. With respect to alternative investments, however, the use of leverage is permitted.

Investment performance by total plans, asset class and individual manager is reviewed on a monthly basis, relative to one or more appropriate benchmarks. On a quarterly basis, the pension consultant performs a detailed statistical analysis of both investment performance and portfolio holdings. Formal meetings are held with each investment manager at least once per year to review investment performance and to ascertain whether any changes in process or turnover in professional personnel have occurred at the management firm.

Non-U.S. Pension Plan Assets

At December 31, 2006 and 2005, the Company’s non-U.S. defined benefit pension plan assets totaled $671.6 million and $567.6 million, respectively, which represented approximately 14% and 13% of total worldwide plan assets at December 31, 2006 and 2005, respectively. The Company’s United Kingdom (U.K.) and Canadian plan assets in the aggregate totaled $503.1 million and $414.6 million at December 31, 2006 and 2005, respectively, and represented approximately 75% of the non-U.S. total plan assets at December 31, 2006 compared with approximately 73% of the non-U.S. total plan assets at December 31, 2005.

The Company’s U.K. and Canadian pension plan asset allocation, by broad asset class, was as follows as of December 31, 2006 and 2005, respectively:

	Percentage of U.K. Plan Assets as of December 31,		Percentage of Canadian Plan Assets as of December 31,
Asset Class	2006	2005	2006	2005
U.K./Canadian Equity	36%	34%	33%	32%
Non-U.K./Non-Canadian Equity	18%	18%	39%	37%
U.K./Canadian Fixed Income and cash	46%	48%	28%	31%

23

Wyeth        

U.K. defined benefit pension assets totaled $370.2 million, approximately 8% of total worldwide plan assets, at December 31, 2006 compared with $292.4 million, approximately 7% of total worldwide plan assets, at December 31, 2005. Investment responsibility is assigned to outside investment managers, and participants do not have the ability to direct the investment of these assets. Each of the U.K. plan’s asset classes is broadly diversified and actively managed.

Canadian defined benefit pension assets totaled $132.9 million and $122.2 million at December 31, 2006 and 2005, respectively, which represented approximately 3% of total worldwide plan assets at both December 31, 2006 and 2005. Investment responsibility is assigned to outside investment managers, and participants do not have the ability to direct the investment of these assets. Each of the Canadian plan’s asset classes is broadly diversified and actively managed.

Plan Obligations, Plan Assets, Funded Status and Periodic Cost

In September 2006, SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158), was issued. SFAS No. 158 requires, among other things, the recognition of the funded status of defined benefit pension plans, retiree health care and other postretirement benefit plans and postemployment benefit plans on the consolidated balance sheet. Each overfunded plan is recognized as an asset, and each underfunded plan is recognized as a liability. The adoption of SFAS No. 158 requires that unrecognized prior service costs or credits and net actuarial gains or losses as well as subsequent changes in the funded status be recognized as a component of Accumulated other comprehensive income (loss) within Stockholders’ Equity. SFAS No. 158 requires initial application for fiscal years ending after December 15, 2006. As a result of adopting SFAS No. 158, the 2006 consolidated balance sheet includes the following changes, net of taxes: Other current assets including deferred taxes increased by $7,528; Other assets including deferred taxes decreased by $350,243; Other intangibles, net of accumulated amortization decreased by $7,214; Pension liabilities increased by $344,872; Accrued postretirement obligations other than pensions increased by $435,748; and Accumulated other comprehensive income (loss) decreased by $1,130,549. The adoption of SFAS No. 158 does not impact the calculation of pension expense.

The incremental amounts recognized in 2006 in Accumulated other comprehensive income (loss) resulting from the adoption of SFAS No. 158 were as follows:

(In thousands) Amounts Recognized in Accumulated Other Comprehensive Income (Loss)	Pensions	Other Postretirement Benefits	Total
Net unrecognized loss	$(1,346,807)	$ (781,859)	$(2,128,666)
Prior service cost (credit)	(54,687)	346,111	291,424
Transition obligation	(1,483)	—	(1,483)
	(1,402,977)	(435,748)	(1,838,725)
Less: Deferred taxes	482,675	225,501	708,176
Net amount recognized	$  (920,302)	$ (210,247)	$(1,130,549)

The amounts in Accumulated other comprehensive income (loss) that are expected to be recognized as components of net periodic benefit cost (credit) during the 2007 fiscal year are as follows:

(In thousands)	Pension		Postretirement			Total
Prior service cost (credit)	$	15,054	$	(38,997	)	$	(23,943	)
Net unrecognized actuarial loss		91,676		43,593			135,269
Transition obligation		244		—			244

24

Wyeth        

The Company uses a December 31 measurement date for the majority of its defined benefit pension plans. In accordance with SFAS No. 158, those plans that currently do not use a December 31 measurement date must be transitioned to a December 31 measurement date by no later than December 31, 2008. The change in the projected benefit obligation for the Company’s defined benefit pension plans for 2006 and 2005 was as follows:

(In thousands)	Pensions						Other Postretirement Benefits
Change in Projected Benefit Obligation	2006			2005			2006			2005
Projected benefit obligation at January 1	$	5,183,855		$	4,664,897		$	1,951,144		$	1,630,035
Service cost		193,124			166,632			49,070			49,032
Interest cost		282,764			266,969			95,074			103,028
Amendments and other adjustments		29,076			1,670			(158,438	)		(47,978	)
Net actuarial loss (gain)		81,531			526,756			(136,862	)		316,522
Termination benefits		—			4,812			—			—
Settlements/curtailments		(745	)		(20,475	)		—			—
Benefits paid		(393,017	)		(352,374	)		(102,977	)		(100,893	)
Currency translation adjustment		70,087			(75,032	)		500			1,398
Projected benefit obligation at December 31	$	5,446,675		$	5,183,855		$	1,697,511		$	1,951,144

The change in the projected benefit obligation for pensions was impacted primarily by higher service cost and interest cost and lower net actuarial losses, which were offset, in part, by benefits paid. The increase in the service and interest cost arose primarily from a decrease in the discount rate as described in the “Plan Assumptions” section herein. The lower net actuarial loss was due primarily to the increase in the discount rate at December 31, 2006 and is described in the “Plan Assumptions” section herein.

The change in the projected benefit obligation for other postretirement benefit plans includes a decrease due to the impact of plan amendments and a net actuarial gain due to changes in certain actuarial assumptions. Amendments to the other postretirement benefit plans consisted primarily of increased medical contributions for most existing retirees and for all future retirees. The net actuarial gain for other postretirement benefits resulted primarily from an increase in the discount rate and gains associated with an increase in the per capita claim cost and changes in demographics, offset, in part, by a loss from increasing health care trend assumptions. Reduced interest costs were primarily a result of plan amendments and assumption changes described above.

At December 31, 2006 and 2005, the accumulated benefit obligation (ABO) for the Company’s defined benefit pension plans was $4,677.1 million and $4,394.0 million, respectively. Projected benefit obligation, ABO and fair value of plan assets for defined benefit pension plans with an ABO in excess of plan assets were as follows:

	December 31,
(In thousands)	2006		2005
Projected benefit obligation	$	994,898	$	862,982
Accumulated benefit obligation		904,567		752,679
Fair value of plan assets		446,089		376,134

25

Wyeth        

The change in plan assets for the Company’s defined benefit pension plans for 2006 and 2005 was as follows:

(In thousands)	Pensions						Other Postretirement Benefits
Change in Plan Assets	2006			2005			2006			2005
Fair value of plan assets at January 1	$	4,253,336		$	3,992,163		$	—		$	—
Actual return on plan assets		594,211			442,898			—			—
Settlements/curtailments		(13,108	)		(20,475	)		—			—
Company contributions		173,105			232,148			102,977			100,893
Benefits paid		(393,017	)		(352,374	)		(102,977	)		(100,893	)
Currency translation adjustment		47,503			(41,024	)		—			—
Fair value of plan assets at December 31	$	4,662,030		$	4,253,336		$	—		$	—

The Company made contributions to the U.S. qualified defined benefit pension plans of $136.0 million and $175.0 million in 2006 and 2005, respectively. The contributions were made to fund a portion of the current pension expense for the U.S. qualified defined benefit pension plans. The current portion of the pension liability for 2006 was approximately $20.3 million.

There were no plan assets for the Company’s other postretirement benefit plans at December 31, 2006 and 2005 as postretirement benefits are funded by the Company when claims are paid. The current portion of the accrued benefit liability for other postretirement benefits was approximately $96.8 million and $102.5 million at December 31, 2006 and 2005, respectively.

The Company expects to contribute approximately $204.2 million to its qualified defined benefit pension plans and make payments of approximately $96.8 million for its other postretirement benefits in 2007.

The reconciliation of funded status and the amounts recognized in the consolidated balance sheets for the Company’s defined benefit pension plans and other postretirement benefits plans for 2006 (after adoption of SFAS No. 158) and 2005 were as follows:

(In thousands)	Pensions						Other Postretirement Benefits
Reconciliation of Funded Status	2006			2005			2006			2005
Funded status	$	(826,703	)	$	(930,519	)	$	(1,697,511	)	$	(1,951,144	)
Unrecognized net actuarial loss		—			1,809,020			—			971,092
Unrecognized prior service cost		—			24,080			—			(226,670	)
Unrecognized net transition obligation		—			1,799			—			—
Company contributions between measurement date and fiscal year end		—			290			—			—
Net amount recognized	$	(826,703	)	$	904,670		$	(1,697,511	)	$	(1,206,722	)

26

Wyeth        

The unrecognized net actuarial loss for pensions primarily represents the impact of the decline in the global equity markets that occurred during 2002 and 2001 since most of the difference between the expected return and actual return on plan assets that occurred during those years is deferred.

Amounts relating to our defined benefit pension plans, which are included in the consolidated balance sheets are as follows:

(In thousands) Amounts Recognized in the Consolidated Balance Sheets	Pensions
	2006			2005
Other assets including deferred taxes	$	42,058		$	1,141,513
Intangible asset		—			7,605
Pension liability		(826,703	)		(389,179	)
Accumulated other comprehensive income (loss)		(1,269,395	)		(97,612	)

Net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans for 2006, 2005 and 2004 was as follows:

(In thousands)	Pensions									Other Postretirement Benefits
Components of Net Periodic Benefit Cost	2006			2005			2004			2006			2005			2004
Service cost	$	193,124		$	166,632		$	147,370		$	49,070		$	49,032		$	38,827
Interest cost		282,764			266,969			256,569			95,074			103,028			82,718
Expected return on plan assets		(360,046	)		(338,134	)		(311,541	)		—			—			—
Amortization of prior service cost		10,635			8,636			8,544			(38,997	)		(20,926	)		(14,837	)
Amortization of transition obligation		455			1,095			1,180			—			—			—
Recognized net actuarial loss		129,540			106,816			100,348			52,689			48,139			19,907
Termination benefits		—			4,812			2,264			—			—			—
Settlement/curtailment loss		(745	)		3,474			—			—			—			—
Net periodic benefit cost	$	255,727		$	220,300		$	204,734		$	157,836		$	179,273		$	126,615

Net periodic benefit cost for pensions was higher in 2006 as compared with 2005 due primarily to a higher service and interest cost discussed above and higher recognized net actuarial loss offset, in part, by higher expected return on plan assets. The higher expected return on plan assets is related to the increase in the Company’s plan assets as a result of contributions made as described above. The recognized net actuarial loss represents the amortization of the deferred actuarial losses from prior periods as discussed above.

Net periodic benefit cost for other postretirement benefits was lower in 2006 compared with 2005 due primarily to increased medical contributions for most existing retirees and for all future retirees, in addition to decreases associated with changes in per capita claim cost and health care trend assumptions offset, in part, by a decrease in the discount rate noted below.

27

Wyeth        

Estimated Future Benefit Payments

The Company expects to pay the following in benefit payments related to its defined benefit pension plans and other postretirement benefit plans, which reflect expected future service, as appropriate. Expected payments for other postretirement benefits have been reduced by the Medicare Part D subsidy.

(In thousands)	Pensions		Other Postretirement Benefits	Medicare Part D Subsidy
2007	$	258,800	$  96,800	$	11,900
2008		273,500	100,100		13,100
2009		273,100	103,300		14,200
2010		288,200	106,200		15,100
2011		296,700	108,900		16,000
2012-2016		1,706,600	565,900		91,500

Plan Assumptions

Weighted average assumptions used in developing the benefit obligations at December 31 and net periodic benefit cost for the U.S. pension plans were as follows:

	Pensions			Other Postretirement Benefits
Benefit Obligations	2006	2005	2004	2006	2005	2004
Discount rate	5.90%	5.65%	6.00%	5.90%	5.65%	6.00%
Rate of compensation increase	4.00%	4.00%	4.00%	—	—	—
	Pensions			Other Postretirement Benefits
Net Periodic Benefit Cost	2006	2005	2004	2006	2005	2004
Discount rate	5.65%	6.00%	6.25%	5.65%	6.00%	6.25%
Rate of compensation increase	4.00%	4.00%	4.00%	—	—	—
Expected return on plan assets	9.00%	9.00%	9.00%	—	—	—

The discount rate assumption relating to U.S. pension plan and other postretirement benefit liabilities is determined on an annual basis by the Company, with input from an outside actuary. The process by which the assumed discount rate is developed attempts to match the projected stream of benefit payments to the yields provided by high-quality corporate bonds (i.e., those rated Aa3 or better by Moody’s) at all points across the yield curve at the applicable measurement date. In developing the assumed discount rate, the rates at each point on the yield curve are weighted based on the proportion of benefit payments expected to be paid at that point on the curve relative to the total.

The expected return on plan assets is determined on an annual basis by the Company, with input from an outside pension consultant. Every attempt is made to maintain a long-term investment horizon (e.g., 10 years or more) in developing the expected rate of return assumption, and the impact of current/short-term market factors is not permitted to exert a disproportionate influence on the process. While long-term historical returns are a factor in this process, consideration also is given to forward-looking factors, including, but not limited to, the following:

• Expected economic growth and inflation;

• The forecasted statistical relationship (i.e., degree of correlation, or co-movement) between the various asset classes in which the Plans invest;

• Forecasted volatility for each of the component asset classes;

• Current yields on debt securities; and

• The likelihood of price-earnings ratio expansion or contraction.

28

Wyeth        

Finally, the expected return on plan assets does not represent the forecasted return for the near term; rather, it represents a best estimate of normalized capital market returns over the next decade or more, based on the target asset allocation in effect.

The assumed health care cost trends for the Company’s other postretirement benefit plans for 2006, 2005 and 2004 are as follows:

	Other Postretirement Benefits
Assumed Health Care Cost Trend	2006	2005	2004
Health care cost trend rate assumed for next year	9.0%	11.0%	11.0%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.0%	5.0%	5.0%
Year that the rate reaches the ultimate trend rate	2011	2010	2009

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

(In thousands)	1 Percentage- Point Increase		1 Percentage- Point Decrease
Effect on annual service and interest cost	$	24,257	$	(19,115	)
Effect on postretirement benefit obligation		228,307		(186,990	)

9. Derivative Instruments and Foreign Currency Risk Management Programs

Derivative financial instruments are measured at fair value and are recognized as assets or liabilities on the balance sheet with changes in the fair value of the derivatives recognized in either Net Income or Accumulated other comprehensive Income (loss), depending on the timing and designated purpose of the derivative. The fair value of forward contracts, currency option contracts and interest rate swaps reflects the present value of the contracts at December 31, 2006.

The Company currently engages in two primary programs to manage its exposure to intercompany and third-party foreign currency risk. The two programs and the corresponding derivative contracts are as follows:

1. Short-term foreign exchange forward contracts and swap contracts are used as economic hedges to neutralize month-end balance sheet exposures. These contracts essentially take the opposite currency position of that projected in the month-end balance sheet to counterbalance the effect of any currency movement. These derivative instruments are not designated as hedges and are recorded at fair value with any gains or losses recognized in current period earnings. The Company recorded a net loss of $85.8 million in 2006, a net gain of $121.9 million in 2005 and a net loss of $96.9 million in 2004, respectively, in Other income, net related to gains and losses on these foreign exchange forward contracts and swap contracts. These amounts consist of gains and losses from contracts settled during 2006, 2005 and 2004, as well as contracts outstanding at December 31, 2006, 2005 and 2004 that are recorded at fair value. The related cash flow impact of these derivatives is reflected as cash flows from operating activities.

2. The Company uses combinations of option strategies that involve the simultaneous purchase of a put contract at one strike rate and the sale of a call contract at another strike rate as well as individual foreign currency put options in its cash flow hedging program to partially cover foreign currency risk related to international intercompany inventory sales. These instruments are designated as cash flow hedges, and, accordingly, any unrealized gains or losses are included in Accumulated other comprehensive income (loss) with the corresponding asset or liability recorded on the balance sheet. The Company recorded after-tax net losses of $10.3

29

Wyeth        

million, $4.3 million and $36.8 million for 2006, 2005 and 2004, respectively, in Accumulated other comprehensive income (loss) with the corresponding liabilities recorded in Accrued expenses related to these cash flow hedges. The unrealized net losses in Accumulated other comprehensive income (loss) will be reclassified into the consolidated statement of operations when the inventory is sold to a third party. As such, the Company anticipates recognizing these net losses during the next 12 months. In 2006, 2005 and 2004, the Company recognized net losses of $16.4 million, $15.3 million and $65.0 million, respectively, related to cash flow hedges on inventory that was sold to third parties. These losses are included in Other income, net. Put and call option contracts outstanding as of December 31, 2006 expire no later than September 2007.

The Company also has entered into the following effective fair value interest rate swaps to manage interest rate exposures:

			Fair Value
(In thousands)	Maturity Date	Notional Amount	Assets (Liabilities)*
Hedged Notes Payable			2006			2005
$1,750,000, 5.500%	2014	$750,000	$	(10,384	)	$	(2,557	)
	2014	650,000		(10,562	)		(3,778	)
	2014	350,000		(5,087	)		(1,285	)
1,500,000, 6.700%	2011	750,000		21,472			33,412
	2011	750,000		20,993			32,983
1,500,000, 5.250%	2013	800,000		(28,559	)		(23,496	)
	2013	700,000		(25,483	)		(21,227	)
500,000, 6.450%	2024	250,000		3,141			9,985
300,000, 4.125%	2008	150,000		(2,931	)		(4,323	)
	2008	150,000		(3,509	)		(4,538	)
			$	(40,909	)	$	15,176

* Fair value amounts exclude accrued interest.

These interest rate swaps effectively convert the fixed rate of interest on these Notes to a floating rate. Interest expense on these Notes is adjusted to include the payments made or received under the interest rate swap agreements. The fair value of these swaps has been recorded in Other assets including deferred taxes/Other noncurrent liabilities with the corresponding adjustment recorded to the respective underlying Notes in Long-term debt.

30

Wyeth        

10. Income Taxes

The components of the Company’s Income (loss) before income taxes based on the location of operations were:

(In thousands) Year Ended December 31,	2006		2005		2004
U.S.	$	2,486,467	$	2,128,702	$	(2,936,581	)
Non-U.S.		2,943,437		2,651,887		2,806,734
Income (loss) before income taxes	$	5,429,904	$	4,780,589	$	(129,847	)

The Provision (benefit) for income taxes consisted of:

(In thousands) Year Ended December 31,	2006			2005			2004
Current:
Federal	$	229,348		$	132,736		$	(241,064	)
State		(8,293	)		(414	)		—
Foreign		390,857			453,217			359,547
Current provision for income taxes		611,912			585,539			118,483
Deferred:
Federal		671,386			512,807			(1,262,450	)
State		(33,454	)		53,055			(300,000	)
Foreign		(16,646	)		(27,110	)		80,123
Deferred provision (benefit) for income taxes		621,286			538,752			(1,482,327	)
Total provision (benefit) for income taxes	$	1,233,198		$	1,124,291		$	(1,363,844	)

Net deferred tax assets were reflected on the consolidated balance sheets at December 31 as follows:

(In thousands)	2006			2005
Net current deferred tax assets	$	1,688,057		$	2,723,655
Net noncurrent deferred tax assets		2,183,641			1,053,437
Net current deferred tax liabilities		(7,515	)		(26,641	)
Net noncurrent deferred tax liabilities		(120,472	)		(92,936	)
Net deferred tax assets	$	3,743,711		$	3,657,515

Deferred income taxes are provided for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred tax assets result principally from the recording of certain accruals and reserves that currently are not deductible for tax purposes, from an elective deferral for tax purposes of research and development costs, from loss carryforwards and from tax credit carryforwards. Deferred tax liabilities result principally from the use of accelerated depreciation for tax purposes.

31

Wyeth        

The components of the Company’s deferred tax assets and liabilities at December 31 were as follows:

(In thousands)	2006			2005
Deferred tax assets:
Diet drug product litigation accruals	$	958,962		$	1,999,405
Product litigation and environmental liabilities and other accruals		516,476			577,062
Postretirement, pension and other employee benefits		1,243,582			813,567
Net operating loss (NOL) and other carryforwards		709,996			352,735
State tax NOL and other carryforwards, net of federal tax		188,115			156,042
State tax on temporary differences, net of federal tax		217,805			282,774
Restructuring		47,100			36,807
Inventory reserves		285,567			224,257
Investments and advances		47,246			45,386
Property, plant and equipment		52,880			19,394
Research and development costs		412,618			499,167
Intangibles		121,457			126,233
Other		27,231			52,384
Total deferred tax assets		4,829,035			5,185,213
Deferred tax liabilities:
Tax on earnings which may be remitted to the United States		(205,530	)		(205,530	)
Depreciation		(559,077	)		(478,118	)
Pension and other employee benefits		(10,309	)		(400,809	)
Intangibles		(110,931	)		(93,807	)
Investments		(17,013	)		(23,939	)
Other		(50,574	)		(109,765	)
Total deferred tax liabilities		(953,434	)		(1,311,968	)
Deferred tax asset valuation allowances		(13,116	)		(23,713	)
State deferred tax asset valuation allowances, net of federal tax		(118,774	)		(192,017	)
Total valuation allowances		(131,890	)		(215,730	)
Net deferred tax assets	$	3,743,711		$	3,657,515

Deferred taxes for net operating losses and other carryforwards principally relate to federal tax credits that generally expire in 2022 to 2026 and foreign net operating loss and tax credits that have various carryforward periods. Although not material, valuation allowances have been established for certain federal and foreign deferred tax assets as the Company has determined that it was more likely than not that these benefits will not be realized. Except as it relates to these items, the Company has not established valuation allowances related to its net federal or foreign deferred tax assets of $3,456.6 million as the Company believes that it is more likely than not that the benefits of these assets will be realized.

As of December 31, 2006, the Company had deferred state tax assets for net operating loss carryforwards and tax credit carryforwards, net of federal tax, of $188.1 million and net deferred state tax assets for cumulative temporary differences, net of federal tax, of $217.8 million. The decrease of $32.9 million in total deferred state tax assets from December 31, 2005, was primarily the result of utilization of the deferred tax assets offset by an increase due to the adoption of SFAS No. 158 (see Note 8). Valuation allowances of $118.8 million have been established for state deferred tax assets, net of federal tax, related to net operating losses, credits and accruals as the Company determined it was more likely than not that these benefits will not be realized. The change in the valuation allowance in 2006 is primarily due to a release of a previously established valuation allowance against state deferred tax assets of $70.4 million ($0.05 per share) recorded within the Provision (benefit) for income taxes. Given the progress made in resolving the diet drug litigation claims in the 2006 third quarter, there was greater certainty regarding the status of this litigation. The Company considered these circumstances in re-evaluating the realizability of the state deferred tax assets.

32

Wyeth        

On October 22, 2004, the American Jobs Creation Act of 2004 (the Act) was enacted. The Act created a temporary opportunity for U.S. corporations to repatriate certain foreign earnings by providing an 85% deduction for certain dividends received from controlled foreign corporations, provided certain criteria are met. In 2005, the Company repatriated approximately $3.1 billion of foreign earnings in accordance with the Act, and, in the third quarter of 2005, the Company recorded an income tax charge of $170.0 million ($0.12 per share) within the Provision (benefit) for income taxes.

As of December 31, 2006, income taxes were not provided on unremitted earnings of $9,416.6 million expected to be permanently reinvested internationally. If income taxes were provided on those earnings, they would approximate $2,180.0 million.

The difference between income taxes based on the U.S. statutory rate and the Company’s provision (benefit) was due to the following:

(In thousands) Year Ended December 31,	2006			2005			2004
Provision (benefit) at U.S. statutory tax rate	$	1,900,467		$	1,673,206		$	(45,446	)
Increase (decrease) in taxes resulting from:
Puerto Rico, Ireland and Singapore manufacturing operations		(546,544	)		(529,110	)		(490,207	)
Research tax credits		(64,115	)		(77,500	)		(73,473	)
Favorable tax adjustment		—			—			(407,600	)
Refunds of prior year taxes		(24,258	)		(108,917	)		—
State taxes, net of federal taxes:
Provision		79,496			103,664			(141,087	)
Valuation allowance adjustment		(106,631	)		(55,992	)		(167,149	)
Repatriation charge		—			170,000			—
Restructuring		12,361			13,228			—
All other, net		(17,578	)		(64,288	)		(38,882	)
Provision (benefit) at effective tax rate	$	1,233,198		$	1,124,291		$	(1,363,844	)

The above analysis of the Company’s tax provision (benefit) includes the effects of certain items that significantly affected the comparability of the Company’s effective tax rate from year to year. These items consisted of the diet drug litigation charge in 2004 (see Note 14), the upfront payment to Solvay in 2004 (see Note 2), the favorable income tax adjustment in 2004 (recorded in the third quarter of 2004 and described below), productivity initiatives in 2006 and 2005 (see Note 3), the repatriation charge in 2005 (as described above) and the 2006 third quarter release of state valuation allowance (as described above).

In the third quarter of 2004, the Company recorded a favorable income tax adjustment of $407.6 million ($0.30 per share) within the Provision (benefit) for income taxes as a result of settlements of audit issues offset, in part, by a provision related to developments in the third quarter in connection with a prior year tax matter.

33

Wyeth        

Excluding the effects of these items noted above, and assuming the expensing of stock options in 2005 and 2004, reconciliations between the resulting tax rate and the U.S. statutory tax rate were as follows:

Year Ended December 31,	2006		2005		2004
U.S. statutory tax rate	35.0	%	35.0	%	35.0	%
Effect of Puerto Rico, Ireland and Singapore manufacturing operations	(9.9	)	(11.3	)	(11.7	)
Research tax credits	(1.1	)	(1.7	)	(1.8	)
All other, net	0.2		(1.8	)	0.1
Effective tax rate, excluding certain items affecting comparability	24.2	%	20.2	%	21.6	%

The tax benefit attributable to the effect of Puerto Rico manufacturing operations is principally due to a government grant in Puerto Rico that reduces the tax rate on most of the Company’s income from manufacturing operations in Puerto Rico from 39% to 2% through 2018. In 2006, the Company and the government of Puerto Rico finalized a new grant, which reduces the tax rate from 39% to a range of 0% to 2% through 2023.

Total income tax payments, net of tax refunds, in 2006, 2005 and 2004 amounted to $621.2 million, $331.9 million and $759.2 million, respectively.

The Company files tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. The Company’s tax returns for years prior to 1998 generally are no longer subject to review as such years generally are closed. Taxing authorities in various jurisdictions are in the process of reviewing the Company’s tax returns for various post-1997 years, including the U.S. Internal Revenue Service (IRS), which currently is examining the 1998 through 2001 tax returns of the Company. The Company believes its tax accruals are adequate for all open years under current accounting standards. The IRS is examining the pricing of the Company’s cross-border arrangements. While the Company believes that the pricing of these arrangements is appropriate and that its reserves are adequate with respect to such pricing, it is possible that the IRS will propose adjustments in excess of such reserves and that conclusion of the audit will result in adjustments in excess of such reserves. An unfavorable resolution for open tax years could have a material effect on the Company’s results of operations or cash flows in the period in which an adjustment is recorded and in future periods. The Company believes that an unfavorable resolution for open tax years would not be material to the financial position of the Company; however, each year the Company records significant tax benefits with respect to its cross-border arrangements, and the possibility of a resolution that is material to the financial position of the Company cannot be excluded.

In the first quarter of 2007, the Company will adopt FIN 48. The Company is in the process of evaluating the potential impact of FIN 48 and expects that the adoption will result in an increase to the tax accrual and a charge to Retained earnings. However, the impact is not expected to be material to the Company’s financial position.

Other than the 2004 third quarter favorable income tax adjustment discussed above and certain prior year tax refunds received in 2006 and 2005, the net revisions to prior year taxes are not material to the income tax provision.

34

Wyeth        

11. Capital Stock

There were 2,400,000,000 shares of common stock and 5,000,000 shares of preferred stock authorized at December 31, 2006 and 2005. Of the authorized preferred shares, there is a series of shares (11,084 shares and 14,715 shares outstanding at December 31, 2006 and 2005, respectively), which is designated as $2.00 convertible preferred stock. Each share of the $2.00 series is convertible at the option of the holder into 36 shares of common stock. This series may be called for redemption at $60.00 per share plus accrued dividends.

Changes in outstanding common shares during 2006, 2005 and 2004 were as follows:

(In thousands except shares of preferred stock)	2006		2005	2004
Balance at January 1	1,343,349		1,335,092	1,332,452
Issued for stock options and restricted stock awards	13,152		7,991	2,373
Purchases of common stock for treasury	(13,016	)	—	—
Conversions of preferred stock
(3,631, 1,407, and 812 shares in 2006, 2005 and 2004, respectively,) and other exchanges	1,765		266	267
Balance at December 31	1,345,250		1,343,349	1,335,092

On January 27, 2006, the Company’s Board of Directors approved a share repurchase program allowing for the repurchase of up to 15,000,000 shares of the Company’s common stock (the Share Repurchase Program). The Company repurchased 13,016,400 shares during 2006. At December 31, 2006, the Company had 1,983,600 shares authorized for repurchase. On January 25, 2007, the Company’s Board of Directors amended the previously authorized Share Repurchase Program to allow for future repurchases of up to 30,000,000 shares, inclusive of 1,983,600 shares remaining under the existing program.

Treasury stock is accounted for using the par value method. Shares of common stock held in treasury at December 31, 2006, 2005 and 2004 were 77,342,696, 79,112,368 and 87,319,402, respectively. The Company did not retire any shares held in treasury during 2006 and 2005.

12. 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 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 unit and performance-based restricted stock unit awards, as all options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.

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 adopting SFAS No. 123R, the Company began recording stock-based compensation expense for stock options in 2006. Total 2006 stock-based compensation expense, including stock options, restricted stock unit and performance share unit awards was $393.3 million ($276.9 million after-tax or $0.20 per share).

35

Wyeth        

The following table summarizes the components and classification of stock-based compensation expense:

(In thousands) Year Ended December 31,	2006		2005		2004
Stock options	$	170,778	$	—	$	—
Restricted stock unit awards		43,818		15,064		2,895
Performance share unit awards		62,309		57,221		13,117
Total stock-based compensation expense	$	276,905	$	72,285	$	16,012
Cost of goods sold	$	30,794	$	2,288	$	—
Selling, general and administrative		249,712		81,288		—
Research and development		112,824		24,958		—
Other income, net		—		—		24,634
Total stock-based compensation expense	$	393,330	$	108,534	$	24,634
Tax benefit		116,425		36,249		8,622
Net stock-based compensation expense	$	276,905	$	72,285	$	16,012

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 12 months ended December 31, 2006 have been classified as financing cash flows.

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 as if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure, Amendment of SFAS No. 123” (SFAS No. 148), to stock-based employee compensation:

(In thousands except per share amounts) Year Ended December 31,	2005			2004
Net income, as reported	$	3,656,298		$	1,233,997
Add: Stock-based employee compensation expense included in reported net income, net of tax		72,285			16,012
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of tax		(299,885	)		(275,327	)
Pro forma net income	$	3,428,698		$	974,682
Earnings per share:
Basic — as reported	$	2.73		$	0.93
Basic — pro forma	$	2.56		$	0.73
Diluted — as reported	$	2.70		$	0.91
Diluted — pro forma	$	2.53		$	0.72

36

Wyeth        

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. Had the provisions been adopted prior to 2006, the impact of accelerated vesting on the pro forma stock-based compensation expense would have resulted in an expense reduction, net of tax, of $23.6 million, $23.7 million, and $30.1 million, for 2006, 2005 and 2004, 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.

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 and historical volatility of the Company’s stock price.

The weighted average fair value of the options granted in 2006, 2005 and 2004 was determined using the following assumptions:

Year Ended December 31,	2006	2005	2004
Expected volatility of stock price	24.3%	28.0%	36.0%
Expected dividend yield	2.1%	2.1%	2.3%
Risk-free interest rate	5.0%	3.9%	3.5%
Expected life of options	6 years	5 years	5 years
Weighted average fair value of stock options granted	$12.92	$11.00	$11.92

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, the Company believes 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 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 year ended December 31, 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 actual forfeitures become known, stock-based compensation expense is adjusted accordingly.

The Company has several Stock Incentive Plans, which provide for the granting of stock options, restricted stock and performance share awards. Under the Stock Incentive Plans, awards may be granted with respect to a maximum of 175,000,000 shares (of which 22,000,000 shares may be used for restricted stock and performance share awards). At December 31, 2006, there were 29,049,983 shares available for future grants under the Stock Incentive Plans, of which up to 5,093,814 shares were available for restricted stock awards.

During 2005, the Company implemented the Long Term Incentive Program (the LTIP), which replaced the existing stock option program. Under the LTIP, eligible employees receive a combination of stock options, time-vested restricted stock units and/or performance-based restricted stock units. 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

37

Wyeth        

over a three-year period and have a contractual term of 10 years. The time-vested restricted stock units generally are converted to shares of common stock subject to the awardee’s continued employment on the third anniversary of the date of grant. The 2004 and 2005 performance share unit awards are converted to shares of common stock (up to 200% of the award) based on the achievement of certain performance criteria related to a future performance year (i.e., 2007 for a 2005 award). For the 2004 and 2005 awards, if less than the full award was earned, up to 100% of the award may be earned based on the achievement of certain multi-year performance criteria. The performance share unit awards granted in 2006 are composed of units that may be converted to shares of common stock (one share per unit) (up to 200% of the award) based on the achievement of certain performance criteria related to a future performance year (i.e., 2008 for a 2006 award) and on achievement of a second multi-year performance criteria; namely, Wyeth’s Total Shareholder Return ranking compared with that of an established peer group of companies for the period January 1, 2006 through December 31, 2008.

The plans also permit the granting of stock appreciation rights (SARs), which entitle the holder to receive shares of the Company’s common stock or cash equal to the excess of the market price of the common stock over the exercise price when exercised. At December 31, 2006, there were no outstanding SARs.

Stock option information related to the plans was as follows:

Stock Options	2006		Weighted Average Exercise Price		2005		Weighted Average Exercise Price		2004		Weighted Average Exercise Price
Outstanding at January 1	154,950,739		$	49.13	146,916,811		$	48.84	133,141,939		$	50.05
Granted	12,527,320			48.21	21,516,025			43.55	23,542,609			40.07
Canceled/forfeited	(3,338,102	)		50.04	(5,490,936	)		48.62	(7,394,605	)		50.04
Exercised (2006 — $26.53 to $50.06 per share)	(13,151,643	)		37.64	(7,991,161	)		29.11	(2,373,132	)		24.23
Outstanding at December 31	150,988,314			50.04	154,950,739			49.13	146,916,811			48.84
Exercisable at December 31	119,360,854			51.47	113,976,512			51.72	102,318,088			51.56

The total intrinsic value of options exercised during 2006 was $158.4 million. As of December 31, 2006, the total remaining unrecognized compensation cost related to stock options was $205.3 million, which will be amortized over the respective remaining requisite service periods ranging from one month to three years. The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2006 was $678.9 million and $479.8 million, respectively.

The following table summarizes information regarding stock options outstanding at December 31, 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
$34.19 to 39.99	11,044,939	4.1 years	$	35.65	10,630,292	$	35.57
40.00 to 49.99	63,377,496	7.7 years		42.98	32,393,233		41.36
50.00 to 59.99	42,859,786	3.4 years		55.15	42,631,236		55.17
60.00 to 65.32	33,706,093	4.0 years		61.52	33,706,093		61.52
	150,988,314				119,360,854

38

Wyeth        

A summary of time-vested restricted stock and performance-based restricted stock unit activity as of December 31, 2006 and changes during the 12 months ended December 31, 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/earned	4,463,183			46.64
Vested	(1,989,363	)		43.59
Forfeited	(178,315	)		44.15
Nonvested units at December 31, 2006	8,607,050		$	44.68

As of December 31, 2006, the total remaining unrecognized compensation cost related to time-vested restricted stock unit awards and performance-based restricted stock unit awards amounted to $102.3 million and $59.6 million, respectively, which will be amortized over the respective remaining requisite service periods ranging from four months to six years.

At the April 27, 2006 Annual Meeting of Stockholders, the stockholders approved the 2006 Non-Employee Directors Stock Incentive Plan, under which directors receive both stock options and deferred stock units. This plan replaces the Stock Option Plan for Non-Employee Directors and the 1994 Restricted Stock Plan for Non-Employee Directors and provides stock option and deferred stock units to continuing and new non-employee directors beginning in 2006. As described below, however, continuing non-employee directors who joined the Board of Directors prior to April 27, 2006 will continue to receive their annual restricted stock grants under the 1994 Restricted Stock Plan for Non-Employee Directors until they reach the total award. Under the 2006 Non-Employee Directors Stock Incentive Plan, a maximum of 300,000 shares may be granted to non-employee directors, of which 75,000 shares may be issued as deferred stock units. At December 31, 2006, 253,000 shares were available for future grants, 63,000 of which may be used for deferred stock units. For the year ended December 31, 2006, 35,000 stock options and 12,000 deferred stock units were issued from this plan. All options are granted with an exercise price equal to 100% of the fair market value of the Company’s common stock on the date of grant.

Under the Stock Option Plan for Non-Employee Directors, a maximum of 250,000 shares were authorized for grant to non-employee directors at 100% of the fair market value of the Company’s common stock on the date of the grant. For the years ended December 31, 2005 and 2004, 36,000 and 40,000 stock options, respectively, were granted under this plan to non-employee directors. Options no longer will be issued from this plan, under which a total of 226,000 stock options were granted and remain outstanding.

Under the 1994 Restricted Stock Plan for Non-Employee Directors, a maximum of 100,000 restricted shares may be granted to non-employee directors. The restricted shares granted to each non-employee director are not delivered until prior to the end of a five-year restricted period. At December 31, 2006, 52,800 shares were available for future grants. Non-employee directors who joined the Board of Directors prior to April 27, 2006 will continue to receive their annual grants under this plan up to the maximum allowable shares (for each non-employee director, 4,000 restricted shares in the aggregate in annual grants of 800 shares); however, non-employee directors who join the Board of Directors on or after April 27, 2006 will not receive grants of restricted shares under this plan.

39

Wyeth        

13. Accumulated Other Comprehensive Income (Loss)

The components of Accumulated other comprehensive income (loss) is set forth in the following table:

(In thousands)	Foreign Currency Translation Adjustments(1)			Net Unrealized Gains (Losses) on Derivative Contracts(2)			Net Unrealized Gains (Losses) on Marketable Securities(2)			Minimum Pension Liability Adjustments(2)			Unrecognized Losses and Prior Service Costs, net(2)			Accumulated Other Comprehensive Income (Loss)
Balance January 1, 2004	$	66,496		$	(47,154	)	$	23,919		$	(69,748	)	$	—		$	(26,487	)
Period change		451,892			10,354			(8,226	)		39,619			—			493,639
Balance December 31, 2004		518,388			(36,800	)		15,693			(30,129	)		—			467,152
Period change		(492,784	)		32,518			(4,128	)		(67,483	)		—			(531,877	)
Balance December 31, 2005		25,604			(4,282	)		11,565			(97,612	)		—			(64,725	)
Period change		565,745			(6,060	)		4,157			(41,234	)		—			522,608
Adoption of SFAS No. 158, net of tax		—			—			—			138,846			(1,269,395	)		(1,130,549	)
Balance December 31, 2006	$	591,349		$	(10,342	)	$	15,722		$	—		$	(1,269,395	)	$	(672,666	)

(1) Income taxes generally are not provided for foreign currency translation adjustments, as such adjustments relate to permanent investments in international subsidiaries.

(2) Deferred income tax assets (liabilities) provided for net unrealized (losses) gains on derivative contracts at December 31, 2006, 2005 and 2004 were $5,569, $2,306 and $17,894, respectively; for net unrealized gains on marketable securities at December 31, 2006, 2005 and 2004 were $(7,656), $(5,259) and $(2,141), respectively; for minimum pension liability adjustments at December 31, 2005 and 2004 were $47,119 and $17,737, respectively; and for unrecognized losses and prior service costs, net at December 31, 2006 were $774,323.

40

Wyeth        

14. Contingencies and Commitments

Contingencies

The Company is involved in various legal proceedings, including product liability, patent, commercial, environmental and antitrust matters, of a nature considered normal to its business (see Note 7 for discussion of environmental matters), the most important of which are described below. 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.

Prior to November 2003, the Company was self-insured for product liability risks with excess coverage on a claims-made basis from various insurance carriers in excess of the self-insured amounts and subject to certain policy limits. Effective November 2003, the Company became completely self-insured for product liability risks.

Accruals for product liability and other legal proceedings, except for the environmental matters discussed in Note 7, amounted to $3,032.9 million and $6,061.3 million at December 31, 2006 and 2005, respectively. The Company also has recorded receivables from insurance companies for these matters amounting to $325.3 million and $382.2 million as of December 31, 2006 and 2005, respectively.

Like all pharmaceutical companies in the current legal environment, the Company is involved in legal proceedings that are significant to its business, complex in nature and have outcomes that are difficult to predict. Product liability claims, regardless of their merits or their ultimate outcome, are costly, divert management attention and may adversely affect the Company’s reputation and the demand for its products and may 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 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 Company has been named as a defendant in numerous legal actions relating to the diet drugs Pondimin (which in combination with phentermine, a product that was not manufactured, distributed or sold by the Company, was commonly referred to as “fen-phen”) or Redux, which the Company estimated were used in the United States, prior to their 1997 voluntary market withdrawal, by approximately 5.8 million people. These actions allege, among other things, that the use of Redux and/or Pondimin, independently or in combination with phentermine, caused certain serious conditions, including valvular heart disease and primary pulmonary hypertension (PPH).

On October 7, 1999, the Company announced a nationwide class action settlement (the settlement) to resolve litigation brought against the Company regarding the use of the diet drugs Redux or Pondimin. The settlement covered all claims arising out of the use of Redux or Pondimin, except for PPH claims, and was open to all Redux or Pondimin users in the United States. As originally designed, the settlement was composed of two settlement funds to be administered by an independent Settlement Trust (the Trust). Fund A (with a value at the time of settlement of $1,000.0 million plus $200.0 million for legal fees) was created to cover refunds, medical screening costs, additional medical services and cash payments, education and research costs, and administration costs. Fund A was fully funded by contributions by the Company. Fund B (which was to be funded by the Company on an as-needed basis up to a total of $2,550.0 million, plus interest) would compensate claimants with significant heart valve disease. Any funds remaining in Fund A after all

41

Wyeth        

Fund A obligations were met were to be added to Fund B to be available to pay Fund B injury claims. In December 2002, following a joint motion by the Company and plaintiffs’ counsel, the Court approved an amendment to the settlement agreement which provided for the merger of Funds A and B into a combined Settlement Fund, to cover all expenses and injury claims in connection with the settlement. The merger of the two funds took place in January 2003. Pursuant to the Seventh Amendment to the settlement agreement, which was approved in 2005 and became effective on May 16, 2006, the Company has committed an additional $1,275.0 million to fund a new claims processing structure, funding arrangement and payment schedule for claims for compensation based on Levels I and II, the two lowest levels of the five-level settlement matrix. Payments in connection with the nationwide settlement were $822.7 million in 2002. There were no payments made in 2003. Payments in connection with the nationwide settlement were $26.4 million in 2004, $307.5 million in 2005 and $856.0 million in 2006 (including payments made in connection with the Seventh Amendment). Payments may continue, if necessary, until 2018.

On January 18, 2002, as collateral for the Company’s financial obligations under the settlement, the Company established a security fund in the amount of $370.0 million. In April 2002, pursuant to an agreement among the Company, class counsel and representatives of the Settlement Trust, an additional $45.0 million (later reduced to $35.0 million) was added to the security fund. In February 2003, as required by an amendment to the settlement agreement, an additional $535.2 million was added by the Company to the security fund, bringing the total amount in the security fund to $940.2 million, which is included in Other assets including deferred taxes, at December 31, 2006. 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 will be required to deposit an additional $180.0 million in the security fund if the Company’s credit rating, as reported by both Moody’s and S&P, falls below investment grade. In addition, on March 29, 2005, as collateral for the Company’s financial obligations under the Seventh Amendment, the Company established a security fund in the amount of $1,250.0 million. 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 $856.0 million in payments during 2006 in connection with the nationwide settlement included a $400.0 million payment that was made toward the Seventh Amendment and was paid from the Seventh Amendment security fund. As of December 31, 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 Company has recorded total pre-tax charges of $21,100.0 million. Payments to the nationwide class action settlement funds, individual settlement payments, legal fees and other items were $2,972.7 million, $1,453.7 million and $850.2 million for 2006, 2005 and 2004, respectively.

The remaining diet drug litigation accrual is classified as follows at December 31:

(In thousands)	2006		2005
Accrued expenses	$	2,089,900	$	5,100,000
Other noncurrent liabilities		650,000		612,600
Total litigation accrual	$	2,739,900	$	5,712,600

The $2,739.9 million reserve at December 31, 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.

Counsel representing approximately 8,600 members of the nationwide settlement class had filed a motion with the United States District Court for the Eastern District of Pennsylvania seeking a ruling that the nationwide settlement agreement is void due to inadequate representation of the class, mutual mistake, inadequate notice to the class and lack of subject matter jurisdiction as to some class members. The motion was denied by the District Court on March 8, 2006. Although certain of the class members affected by the

42

Wyeth        

denial filed an appeal with the United States Court of Appeals for the Third Circuit, that appeal was withdrawn by those appellants on October 12, 2006.

Certain other class members also had filed a number of other motions and lawsuits attacking the binding effect of the settlement, which were denied or enjoined by the District Court; the District Court’s orders were subsequently affirmed by the United States Court of Appeals for the Third Circuit. A petition for certiorari was filed with the United States Supreme Court on February 28, 2006, seeking review of the Third Circuit’s decision. The petition was dismissed by the petitioners effective September 13, 2006.

The nationwide settlement agreement gave class members the right to opt out of the settlement after receiving certain initial settlement benefits if they met certain medical criteria. Approximately 63,000 individuals who chose to leave the national settlement subsequently filed Intermediate or Back-End opt out lawsuits against the Company. As of December 31, 2006, the Company had reached agreements, or agreements in principle, to settle the claims of approximately 99% of these claimants. As of December 31, 2006, approximately 55,000 of these claimants had received settlement payments following the dismissal of their cases.

The claims of 30 class members who had taken advantage of the Intermediate and Back-End opt out rights created in the nationwide settlement and whose cases were set for trial were adjudicated or resolved during 2006. The claims of 11 plaintiffs were voluntarily dismissed by the plaintiffs themselves; juries returned verdicts in favor of Wyeth with respect to the claims of 10 plaintiffs; the claims of three plaintiffs were dismissed by the courts before trial; one case was settled before trial; and juries returned verdicts in favor of five plaintiffs. The average value of the five verdicts was $85,000, and those cases were subsequently also settled.

As of December 31, 2006, the Company was a defendant in approximately 70 pending lawsuits 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 10, 2006, a jury in the Philadelphia County, Pennsylvania 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.

On April 27, 2004, a jury in Beaumont, Texas, hearing the case of Coffey, et al. v. Wyeth, et al., No. E-167,334, 172nd Judicial District Court, Jefferson County, Texas, returned a verdict in favor of the plaintiffs for $113.4 million in compensatory damages and $900.0 million in punitive damages for the wrongful death of the plaintiffs’ decedent, allegedly as a result of PPH caused by her use of Pondimin. On May 17, 2004, the Trial Court entered judgment on behalf of the plaintiffs for the full amount of the jury’s verdict, as well as $4.2 million in pre-judgment interest and $188,737 in guardian ad litem fees. The Company filed an appeal from the judgment entered by the Trial Court and believes that it would have strong arguments for reversal or reduction of the awards on appeal due to the significant number of legal errors made during trial and in the charge to the jury and due to a lack of evidence to support aspects of the verdict. In connection with its appeal, the Company was required by Texas law to post a bond in the amount of $25.0 million. Prior to April 13, 2006, the date scheduled for oral argument of the Company’s appeal, the Company reached an agreement in principle with the law firm representing the Coffey/Cappel plaintiffs to settle the claims of all of that firm’s diet drug clients, including the plaintiffs in the Coffey/Cappel case. As a result of that agreement, the parties filed a joint motion with the Ninth District Court of Appeals in Beaumont, Texas to postpone the scheduled argument in the case, pending finalization of the settlement. That motion was granted by the court.

43

Wyeth        

HT Litigation

The Company is a defendant in numerous lawsuits alleging injury as a result of the plaintiffs’ use of one or more of the Company’s hormone or estrogen therapy products, including Prempro and Premarin. As of December 31, 2006, the Company was defending approximately 5,200 actions brought on behalf of approximately 8,400 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 Prempro or Premarin. These cases were filed following the July 2002 stoppage of the hormone therapy (HT) subset of the Women’s Health Initiative (WHI) study.

In addition to the individual lawsuits described above, numerous putative class actions have been filed on behalf of current or former Premarin or Prempro users in federal and state courts throughout the United States, including in Florida, New Jersey and West Virginia, and in foreign jurisdictions, including the provinces of Alberta and British Columbia, Canada. Plaintiffs in these cases generally allege personal injury resulting from their use of Premarin or Prempro and are seeking medical monitoring relief and purchase price refunds as well as other damages. The Company opposes class certification. Many of these plaintiffs have withdrawn or dismissed their class allegations. On February 1, 2005, the Florida Circuit Court certified a statewide medical monitoring class of asymptomatic Prempro users who have used the product for longer than six months (Gottlieb, et al. v. Wyeth, No. 02 18165CA 27, Cir. Ct., 11^th Jud. Cir., Dade County, Florida). On appeal, the Third District Court of Appeal, by opinion dated February 15, 2006, reversed the certification of the class. Plaintiffs’ appeal to the Florida Supreme Court seeking discretionary review was denied in January 2007.

The federal Judicial Panel on Multi-District Litigation has ordered that all federal Prempro cases be transferred for coordinated pretrial proceedings (MDL) to the United States District Court for the Eastern District of Arkansas. Plaintiffs filed a Master Class Action Complaint in the MDL seeking damages for purchase price refunds and medical monitoring costs. The complaint sought to certify a 29-state consumer fraud subclass, a 29-state unfair competition subclass and a 24-state medical monitoring subclass of Prempro users. A class certification hearing was held June 1-3, 2005, and the District Court denied certification of all the proposed classes. No appeal was filed. Subsequently, however, class counsel in the MDL filed new motions for class certification, seeking certification of statewide refund classes for Prempro users in the states of California and West Virginia. Briefing on the class certification motions has been completed, and the cases are being remanded from the MDL court to federal courts in California and West Virginia for decision of the class certification issue.

On March 22, 2006, the New York Supreme Court, Onondaga County, granted summary judgment in favor of the Company, dismissing the claims in Browning, et al. v. Wyeth, Inc., et al., No. 2003-0261, on the grounds, inter alia, that the labeling and warnings for Prempro and Premarin were adequate as a matter of law. 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, Pennsylvania 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. On January 29, 2007, a jury in the Philadelphia County, Pennsylvania Court of Common Pleas hearing the case of Daniel, et al. v. Wyeth Pharmaceuticals, Inc., et al., No. 2004-06-002368, returned a verdict in favor of the plaintiffs, finding that plaintiff had developed breast cancer as a result of her use of Prempro and awarding a total of $1.5 million in compensatory damages. Although the Daniel jury also found that the Company’s conduct warranted the imposition of punitive damages, the court subsequently entered judgment notwithstanding the verdict in favor of the Company on the punitive damages claim, finding that the evidence did not support punitive damages. The Company will appeal the compensatory award, and it is expected that plaintiffs will appeal the punitive damages judgment. On January 31, 2007, the 151^st District Court of Harris County, Texas granted summary judgment in favor of the Company, dismissing the claims in Brockert, et al. v. Wyeth

44

Wyeth        

Pharmaceuticals, et al., No. 2003-49357. The court found, inter alia, that plaintiffs’ failure to warn claims were preempted by the regulation of prescription drug labeling by the United States Food and Drug Administration. On February 15, 2007, 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 Rush v. Wyeth Inc., No. 4:05CV00497 WRW. On February 20, 2007, a jury in the Philadelphia County, Pennsylvania Court of Common Pleas hearing the retrial of the Nelson case awarded the plaintiffs $3.0 million in compensatory damages. The court had earlier granted the Company’s motion to strike plaintiffs’ punitive damages claim as unsupported by the evidence. The Company intends to file post-trial motions and, if necessary, to appeal the Nelson compensatory award. Other hormone therapy cases were voluntarily dismissed during 2006 and 2007. Trials of additional hormone therapy cases, also are scheduled throughout 2007.

As we have not determined that it is probable that a liability has been incurred and an amount is reasonably estimable, we have not established any litigation accrual for our HT litigation.

Thimerosal Litigation

The Company has been served with approximately 390 lawsuits, 12 of which are putative class actions, in various federal and state courts throughout the United States, including in Massachusetts, Florida, New Hampshire, Oregon, Washington, Pennsylvania, New York, California and Kentucky, alleging that the cumulative effect of thimerosal, a preservative used in certain vaccines manufactured and distributed by the Company as well as by other vaccine manufacturers, causes severe neurological damage, including autism in children. The relief sought by these state and nationwide classes generally includes medical monitoring, a fund for research, compensation for personal injuries and injunctive relief.

To date, the Company has been generally successful in having these cases dismissed or stayed on the ground that the minor plaintiffs have failed to file in the first instance in the United States Court of Federal Claims under the National Childhood Vaccine Injury Act (Vaccine Act). The Vaccine Act mandates that plaintiffs alleging injury from childhood vaccines first bring a claim under the Vaccine Act. At the conclusion of that proceeding, plaintiffs may bring a lawsuit in federal or state court, provided that they have satisfied certain procedural requirements.

In July 2002, the Court of Federal Claims established an Omnibus Autism Proceeding with jurisdiction over petitions in which vaccine recipients claim to suffer from autism or autism spectrum disorder as a result of receiving thimerosal-containing childhood vaccines or the MMR vaccine. There currently are approximately 4,750 petitions pending in the Omnibus Autism Proceeding. Autism General Order #1 established a two-step procedure for recovery: The first step will be an inquiry into the general causation issues involved in the cases; the second step will entail the application of the general causation conclusions to the individual cases. The hearing on the issue of general causation now has been set for June 11-29, 2007.

Under the terms of the Vaccine Act, if a claim is adjudicated by the Court of Federal Claims, a claimant must formally elect to reject the Court’s judgment if the claimant wishes to proceed against the manufacturer in federal or state court. Also under the terms of the Vaccine Act, if a claim has not been adjudicated by the Court within 240 days of filing, the claimant has 30 days to decide whether to opt out of the proceeding and pursue a lawsuit against the manufacturer. Upon a claimant’s motion, this 30-day window may be suspended for 180 days, allowing the claimant to withdraw once 420 days have passed. After this window has passed, if a claimant wishes to retain the right to sue a manufacturer at a later date, the claimant must remain in the Court of Federal Claims until a final decision is obtained. To date, 261 of the plaintiffs who had previously sued the Company have withdrawn their petitions from the Court of Federal Claims. The majority of these individuals have commenced or rejoined federal or state litigation against the Company.

In addition to the claims brought by or on behalf of children allegedly injured by exposure to thimerosal, certain of the approximately 390 thimerosal cases have been brought by parents in their individual capacities for loss of services and loss of consortium of the injured child. These claims are not currently covered by the Vaccine Act. Additional thimerosal cases may be filed in the future against the Company and the other companies that marketed thimerosal-containing products.

The first thimerosal trial involving the Company is scheduled for August 2007.

45

Wyeth        

PPA Litigation

In November 2000, the Company withdrew from the market those formulations of its Dimetapp and Robitussin cough/cold products that contained the ingredient phenylpropanolamine (PPA) at the request of the FDA and announced that it no longer would ship products containing PPA to its retailers. The FDA’s request followed the reports of a study that raised a possible association between PPA-containing products and the risk of hemorrhagic stroke. The Company currently is a named defendant in approximately 90 individual PPA lawsuits on behalf of approximately 170 plaintiffs in federal and state courts throughout the United States seeking damages for alleged personal injuries. In addition, there is one putative economic damage class action, which also contains personal injury allegations as to the class, pending in the Ontario Superior Court of Justice in Canada. In every instance to date in which class certification has been decided in a PPA case, certification has been denied. Eight cases currently are scheduled for trial in 2007.

Effexor Litigation

The Company has been named as a defendant in a multi-plaintiff suit, Baumgardner, et al. v. Wyeth, No. 2:05-CV-05720, U.S.D.C., E.D. Pa., on behalf of 10 plaintiff families alleging personal injury damages as the result of a family member’s use of Effexor. Plaintiffs allege that Effexor caused various acts of suicide, attempted suicide, hostility and homicide in adults and/or children or young adults taking the product. Plaintiffs seek an unspecified amount of compensatory damages.

The Company also is defending approximately 16 individual product liability lawsuits in various jurisdictions for personal injuries, including, among other alleged injuries, wrongful death from suicide or acts of hostility allegedly resulting from the use of Effexor.

Norplant Litigation

The Company is a party to and continues to defend lawsuits in federal and state courts throughout the United States involving injuries alleged to have resulted from the use of the Norplant system, the Company’s former implantable contraceptive containing levonorgestrel. Class certification has been denied in all putative class actions except in Louisiana, where a lower court certified a statewide personal injury class of Louisiana Norplant users, Davis v. American Home Products Corporation, No. CDC 94-11684, Orleans Parish, Louisiana Notice of the Louisiana Norplant class action has been sent to potential class members and a trial date has been set for October 15, 2007. In addition to the Davis case, the Company continues to defend several pending individual cases alleging disparate injuries, including complications stemming from the removal of Norplant capsules, miscarriage and stroke. Most of these matters are subject to being dismissed for want of prosecution and the Company is moving to do so when appropriate.

Duract Litigation

The Company’s non-narcotic analgesic pain reliever, Duract, was voluntarily withdrawn from the market in 1998. Following the withdrawal, numerous putative personal injury class actions were brought against the Company in federal and state courts throughout the United States for personal injuries, including kidney failure, hepatitis, liver transplant and death, allegedly resulting from the use of Duract. Currently, there is only one such case pending, Chimento, et al. v. Wyeth-Ayerst Laboratories Co., No. 85-00437C, Dist. Ct., St. Bernard Parish, Louisiana, which seeks the certification of a class of Louisiana residents who were exposed to and who allegedly suffered injury from Duract. The plaintiffs are seeking compensatory and punitive damages, the refund of all purchase costs, and the creation of a court-supervised medical monitoring program for the diagnosis and treatment of liver damage and related conditions allegedly caused by Duract. The Company also is a defendant in a putative class action for economic damages with respect to Duract (Blue Cross and Blue Shield of Alabama, et al. v. Wyeth, CV-03-6046, Cir. Ct. Jefferson County., Alabama). On February 27, 2006, the Circuit Court of Alabama, Jefferson County, certified the nationwide class of third-party payers seeking such economic damages and the recovery of monies paid by such entities for Duract that was not used by their insureds as of the date Duract was withdrawn from the market. An appeal of the class certification order was filed on April 7, 2006 in the Alabama Supreme Court and the Company’s brief was filed in January 2007.

46

Wyeth        

ProHeart 6 Litigation

Three putative class action lawsuits are pending involving the veterinary product ProHeart 6, which Fort Dodge Animal Health voluntarily recalled from the market in September 2004. The putative class representative in Dill, et al. v. American Home Products, et al., No. CJ 2004 05879 (Dist. Ct., Tulsa County, Oklahoma) seeks to represent a nationwide class of individuals whose canines have been injured or died as a result of being injected with ProHeart 6. The plaintiffs are seeking compensatory damages for their alleged economic loss and punitive damages. The plaintiff in Rule v. Fort Dodge Animal Health, Inc., et al., No. 06-10032-DPW (U.S.D.C., D. Mass.), is seeking economic damages on behalf of herself and all other Massachusetts residents who purchased and had their pets injected with ProHeart 6. In addition, a nationwide putative class action, Dinah Jones v. Fort Dodge Animal Health, No. 01 2005 CA 00761 (Cir. Ct., Alachua County, Florida), has been filed in which plaintiff seeks to recover economic damages on behalf of herself and all other U.S. residents who purchased ProHeart 6 and administered it to their pet.

Patent Litigation

Enbrel Litigation

In September 2002, Israel Bio-Engineering Project (IBEP) filed an action against Amgen Inc. and one of its subsidiaries (collectively, Amgen), the Company and one of the Company’s subsidiaries in the United States District Court for the Central District of California alleging infringement of U.S. Patent 5,981,701 by the manufacture, offer for sale, distribution and sale of Enbrel. IBEP is not the assignee of record of this patent but has alleged ownership. IBEP sought an accounting of damages and of any royalties or license fees paid to a third party and sought to have the damages trebled on account of alleged willful infringement. IBEP also sought to require the defendants to take a compulsory non-exclusive license to the patent. Under its agreement with Amgen for the promotion of Enbrel, the Company has an obligation to pay a portion of any patent litigation expenses related to Enbrel in the United States and Canada as well as a portion of any damages or other monetary relief awarded in such patent litigation. Yeda Research and Development Co., Ltd. (Yeda), the assignee of record of the patent, and Ares-Serono, the licensee, intervened in the case. In February 2004, the District Court granted Yeda’s motion for summary judgment that IBEP does not own the patent. On March 15, 2005, the United States Court of Appeals for the Federal Circuit affirmed in part and reversed in part. In late 2005, Yeda filed a second summary judgment motion seeking a ruling that IBEP could not prove its ownership claim and, therefore, lacked standing to sue. The District Court granted Yeda’s motion, holding that IBEP could not prove it was entitled to assignment of the invention by each of the named inventors on the patent and, therefore, lacked standing to sue. IBEP appealed the District Court’s decision. On January 29, 2007, the United States Court of Appeals for the Federal Circuit affirmed the District Court’s decision, holding that IBEP has no standing to sue. On February 9, 2007, IBEP filed a motion asking the Court of Appeals to rehear its appeal.

Protonix Litigation

The Company has received notifications from multiple generic companies that they have filed Abbreviated New Drug Applications (ANDA) seeking FDA approval to market generic pantoprazole sodium 20 mg and 40 mg delayed release tablets. Pantoprazole sodium is the active ingredient used in Protonix. The Orange Book lists two patents in connection with Protonix tablets. The first of these patents covers pantoprazole and expires in July 2010. The other listed patent is a formulation patent and expires in December 2016. The Company’s licensing partner, Altana Pharma AG (Altana), is the owner of these patents. In May 2004, Altana and the Company filed suit against Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries, Ltd. (Teva) in the United States District Court for the District of New Jersey alleging infringement of the patent expiring in 2010. On April 13, 2005, Altana and the Company filed suit against Sun Pharmaceutical Advanced Research Centre Ltd. and Sun Pharmaceutical Industries Ltd. (Sun) in the United States District Court for the District of New Jersey alleging infringement of the patent expiring in 2010. On August 4, 2006, Altana and the Company filed suit against KUDCO Ireland, Ltd. in the United States District Court for the District of New Jersey alleging infringement of the patent expiring in 2010. These litigations seek declaratory and injunctive relief against infringement of this patent prior to its expiration.

47

Wyeth        

In June 2005, Sun notified the Company and Altana that Sun had filed an ANDA seeking FDA approval to market generic pantoprazole sodium 40 mg base/vial I.V. The Orange Book lists two patents in connection with Protonix I.V. The first of these covers pantoprazole and expires in July 2010. The other listed patent is a formulation patent and expires in November 2021. The Company’s licensing partner, Altana, is the owner of these patents. On August 5, 2005, Altana and the Company filed suit against Sun 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 March 24, 2003, the Company filed suit in the United States District Court for the District of New Jersey against Teva Pharmaceuticals USA, Inc. alleging that the filing of an ANDA by Teva seeking FDA approval to market 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules infringes certain of the Company’s patents and seeking declaratory and injunctive relief against infringement of these patents prior to their expiration. Venlafaxine HCl is the active ingredient used in Effexor XR. The patents involved in the litigation relate to methods of using extended release formulations of venlafaxine HC1. These patents expire in 2017. Teva asserted that these patents are invalid and/or not infringed. In December 2005, the Company settled this litigation with Teva. This settlement was made final on January 13, 2006.

Under the terms of the settlement, Teva is permitted to launch generic versions of Effexor XR (extended release capsules) and Effexor (immediate release tablets) in the United States pursuant to the following licenses:

• A license (exclusive for a specified period and then non-exclusive) under the Company’s U.S. patent rights permitting Teva to launch an AB rated, generic version of Effexor XR in the United States beginning on July 1, 2010, subject to earlier launch based on specified market conditions or developments regarding the applicable patent rights, including the outcome of other generic challenges to such patent rights; and

• An exclusive license under the Company’s U.S. patent rights permitting Teva to launch an AB rated, generic version of Effexor in the United States beginning on June 15, 2006, subject to earlier launch based on specified market conditions.

In connection with each of these licenses, Teva will pay the Company specified percentages of gross profit from sales of each of the Teva generic versions. These sharing percentages are subject to adjustment or suspension based on market conditions and developments regarding the applicable patent rights.

The Company and Teva also executed definitive agreements with respect to generic versions of Effexor XR in Canada.

The above description is not intended to be a complete summary of all of the terms and conditions of the settlement. Many of the terms of the settlement, including the dates on which Teva may launch generic versions of the Company’s Effexor XR and Effexor products and the terms of the Company’s sharing in Teva’s gross profits from such generic versions, are subject to change based on future market conditions and developments regarding the applicable patent rights, including the outcome of other generic challenges. There can be no assurance that Effexor XR will not be subject to generic competition prior to July 1, 2010.

On April 5, 2006, the Company filed suit in the United States District Court for the District of Delaware against Impax Laboratories, Inc. (Impax), alleging that the filing by Impax of an ANDA seeking FDA approval to market 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules infringes the same patents at issue in the Teva litigation discussed above. On April 12, 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 these same patents. Under the 30-month stay provision of the Hatch-Waxman Act, any FDA approval of the Impax and Anchen ANDAs may not be made effective before August 2008 unless there is an earlier court decision holding each of the

48

Wyeth        

patents at issue invalid or not infringed. On November 14, 2006, the Company filed suit against Anchen in the United States District Court for the Central District of California alleging that the filing by Anchen of an ANDA seeking FDA approval to market 37.5 mg and 75 mg venlafaxine HCl extended release capsules infringes these same patents. Under the 30-month stay provision of the Hatch-Waxman Act, any FDA approval of Anchen’s 37.5 mg and 75 mg venlafaxine HCl extended release capsules may not be made effective before May 2009 unless there is an earlier court decision holding each of the patents at issue invalid or not infringed. Because neither Impax nor Anchen has, to date, made any allegations as to the Company’s patent covering the compound venlafaxine itself, these ANDAs may not be approved until the expiration of that patent and its associated pediatric exclusivity period, on June 13, 2008.

On January 29, 2007, the Company received notice from Lupin Ltd. (Lupin) that Lupin had filed an ANDA seeking FDA approval to market 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules. Lupin alleges it does not infringe the same patents at issue in the Teva litigation discussed above. The Company is evaluating the allegations in Lupin’s notice.

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 that the manufacture, use and sale of Effexor XR by the Company infringes U.S. Patent No. 6,440,457 B1. The Company filed an Answer and Counterclaim, 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 the Company because of estoppel, laches and unclean hands and because the Company 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 Re-examination 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 re-examination proceeding. That request has been granted, and the litigation now is stayed pending the outcome of the re-examination proceeding. To the extent the Alza patent survives re-examination and Alza continues to assert infringement, the Company will vigorously defend itself against Alza’s allegations.

CYPHER Litigation

In January 2003, Cordis Corporation (Cordis) brought a lawsuit against Boston Scientific Corporation (Boston Scientific) in the United States District Court for the District of Delaware seeking to enforce Cordis’ stent architecture patent. In March 2003, Boston Scientific brought a patent infringement lawsuit in the District Court against Cordis seeking to enforce a patent on stent coatings against Cordis’ CYPHER sirolimus drug-eluting stent. In the respective actions, both Boston Scientific and Cordis sought a preliminary injunction against the other. On November 21, 2003, the District Court denied both motions for preliminary injunction. Cordis appealed the denial of the injunction against Boston Scientific to the United States Court of Appeals for the Federal Circuit. In May 2004, the appellate court affirmed the District Court’s denial of the preliminary injunction. After jury trial, Boston Scientific was found to infringe Cordis’ stent architecture patents, and Cordis was found to infringe Boston Scientific’s coatings patent. Both Boston Scientific and Cordis have announced plans to appeal. Although the Company is not a party to this litigation, if Cordis were to be enjoined from selling the CYPHER stent, the Company could lose licensing income under its existing licensing agreement with Cordis. Cordis has advised the Company that it intends to vigorously defend this litigation.

Commercial Litigation

Average Wholesale Price Litigation

The Company, along with numerous other pharmaceutical companies, currently is a defendant in a number of lawsuits, described below, brought by both private and public persons or entities in federal and state courts throughout the United States in which plaintiffs allege that the Company and other defendant pharmaceutical companies artificially inflated the Average Wholesale Price (AWP) of their drugs, which allegedly resulted in overpayment by, among others, Medicare and Medicare beneficiaries and by state

49

Wyeth        

Medicaid plans. Plaintiffs involved in these lawsuits generally allege that this alleged practice is fraudulent, violates the Sherman Antitrust Act and constitutes a civil conspiracy under the federal RICO Act.

The Company is a defendant in two private class actions, Swanston v. TAP Pharmaceuticals Products, Inc., et al., No. CV2002-004988, Sup. Ct., Maricopa County, Arizona; and International Union of Operating Engineers, et al. v. AstraZeneca PLC, et al., No. MON-L-3136-06, Super. Ct., Monmouth County, New Jersey, filed on behalf of Medicare beneficiaries who make co-payments, as well as private health plans and ERISA plans that purchase drugs based on AWP.

The Company also is a defendant in three AWP matters filed by state Attorneys General: State of Alabama v. Abbott Laboratories, Inc., et al., No. CV 2005-219, Cir. Ct., Montgomery County, Alabama; The People of Illinois v. Abbott Laboratories, Inc., et al., No. 05CH0274, Cir. Ct., Cook County, Illinois; and State of Mississippi v. Abbott Laboratories, Inc., et al., No. C2005-2021, Chancery Ct., Hinds County, Miss. In each of these cases, the plaintiff alleges that defendants provided false and inflated AWP, Wholesale Acquisition Cost and/or Direct Price information for their drugs to various national drug industry reporting services. All three cases were removed to federal court in November 2006. The Alabama case has since been remanded to state court; the Illinois and Mississippi cases have been conditionally transferred to MDL proceedings taking place in the United States District Court for the District of Massachusetts under the caption: In re: Pharmaceutical Industry AWP Litigation, MDL 1456.

A total of 47 New York counties and the City of New York have filed AWP actions naming the Company and numerous other pharmaceutical manufacturers as defendants. All of these actions have been removed to federal court and have been transferred or are pending transfer to the MDL proceedings in the United States District Court for the District of Massachusetts. Forty-four of the New York counties are plaintiffs in a Consolidated Complaint, filed in June 2005, that asserts statutory and common law claims for damages suffered as a result of alleged overcharging for prescription medication paid for by Medicaid. The Company intends to move to dismiss some or all of the claims in the Consolidated Complaint. By prior Order of the District Court, additional proceedings involving the Company are not to occur pending the determination of the Company’s motion to dismiss.

Other Pricing Matters

The Company is one of numerous defendants named in a putative class action lawsuit, County of Santa Clara v. Wyeth-Ayerst Laboratories, Inc., et al., No. C 05 3740-WHA, U.S.D.C, N.D. Cal., allegedly filed on behalf of entities covered under Section 340B of the Public Health Service Act, 42 U.S.C. §256b (Section 340B). Section 340B requires that certain pricing discounts be provided to charitable institutions and provides methods for the calculation of those discounts. Plaintiff alleges that each defendant violated these statutory pricing guidelines and breached the Pharmaceutical Pricing Agreement that it entered into with Centers for Medicare and Medicaid Services, to which the applicable plaintiff is not a party. The complaint seeks an accounting, damages for breach of contract as a third-party beneficiary and unjust enrichment damages. Plaintiff requests a judgment requiring defendants to disclose their Best Prices (as defined under the Medicaid Drug Rebate statute) and Section 340B ceiling prices and injunctive relief. On February 14, 2006, the District Court granted defendants’ motion to dismiss all four of plaintiff’s causes of action but allowed plaintiff 15 days to attempt to replead its California False Claims Act cause of action with more specificity. Plaintiff did so, and defendants moved to dismiss the amended complaint, which was dismissed by the court in its entirety without leave to amend on May 17, 2006. Plaintiff filed a motion for leave to file a third amended complaint, which motion was denied on July 28, 2006 and the case was dismissed with prejudice. Plaintiff has appealed to the United States Court of Appeals for the Ninth Circuit.

The Company has been served with a Subpoena Duces Tecum from the United States Attorney’s Office, District of Massachusetts. The subpoena seeks documents from January 2000 to the present relating to the Company’s quarterly calculations of the Average Manufacturer Price (AMP) and Best Price for Protonix oral tablets and I.V. products. AMP (as defined under the Medicaid Drug Rebate statute) and Best Price are used to calculate rebates due to state Medicaid programs from the Company under that statute. The Company has complied with the subpoena by producing documents on a rolling basis and continues to provide responsive documents. The subpoena appears to focus on issues relating to the exclusion of “nominal prices” (those less than 90% of AMP) from Best Price calculations. More recently, the United States Attorney’s Office also has expressed interest in marketing and promotional practices relating to

50

Wyeth        

Protonix. Four current or former employees of the Company have been served with grand jury subpoenas seeking to compel testimony before the grand jury on Protonix pricing and marketing. Two of those employees were granted immunity and have testified before the grand jury. The Company is continuing to cooperate with the investigation.

Contract Litigation

Trimegestone. The Company is the named defendant in a breach of contract lawsuit brought by Aventis in the Commercial Court of Nanterre in France arising out of an October 12, 2000 agreement between the Company and Aventis relating to the development of hormone therapy drugs utilizing Aventis’ trimegestone (TMG) progestin. In the 2000 agreement, the Company agreed to develop, manufacture and sell two different hormone therapy products: a product combining Premarin with TMG and a product combining 17 beta-estradiol and TMG, referred to as “Totelle.” The Company terminated the agreement in December 2003. Plaintiff alleges that the termination was improper and seeks monetary damages in the amount of $579 million, as well as certain injunctive relief to ensure continued marketing of Totelle, including compelling continued manufacture of the product and the compulsory licensing of Totelle trademarks. The Company believes that the termination was proper and in accordance with the terms of the agreement. A trial is expected in this matter in 2007.

CYPHER. On October 26, 2006, the Company filed a breach of contract suit against Cordis Corporation in the United States District Court for the District of Delaware. The suit is based on a 1999 License Agreement under which the Company licensed to Cordis the right to use sirolimus on drug-eluting stents. Cordis markets a sirolimus-eluting stent under the brand name CYPHER and pays a royalty to the Company based on those sales. The Company expects that Cordis will continue to pay this royalty during the pendency of this lawsuit. The Company’s suit alleges that Cordis materially breached the License Agreement by: (1) failing to assign to the Company rights in certain improvements, (2) failing to use commercially reasonable efforts to develop certain sirolimus analogues and (3) failing to terminate its license to these analogues. The Company seeks, in addition to other relief, a declaration of its right to terminate the License Agreement with Cordis based on Cordis’ material breaches of the agreement, injunctive relief and monetary damages. On October 27, 2006, Cordis filed a declaratory judgment action in the Delaware Chancery Court, seeking a declaration that it has not breached the License Agreement and that if it has breached, that such breaches are not material breaches, and seeking an order compelling Wyeth to continue to operate under the License Agreement. Cordis subsequently added a claim alleging that Wyeth has breached the License Agreement by seeking to change the process by which the sirolimus supplied to Cordis under the agreement is manufactured.

Antitrust Matters

Premarin. The Company is party to and continues to defend various lawsuits brought in federal and state courts throughout the United States, including in Ohio, California and Vermont, alleging that the Company violated the antitrust laws through the use of exclusive contracts and “disguised exclusive contracts” with managed care organizations and pharmacy benefit managers concerning Premarin. Plaintiffs seek damages, injunctive relief and disgorgement of profits. In J.B.D.L. Corp. v. Wyeth-Ayerst Pharmaceuticals, Inc., Civ. A. No. C-1-01-704, U.S.D.C., S.D. Oh., and CVS Meridian, Inc. et al. v. Wyeth, Civil A. No. C-1-03-781, U.S.D.C., S.D. Oh., the District Court granted the Company’s motion for summary judgment. Plaintiffs in both actions appealed to the United States Court of Appeals for the Sixth Circuit. Oral argument on the appeal took place on November 28, 2006. In addition, various actions have been brought against the Company by indirect purchasers of Premarin.

K-Dur 20. Plaintiffs have filed numerous lawsuits in federal and state courts throughout the United States following the issuance of an administrative complaint by the Federal Trade Commission (FTC), which challenged as anticompetitive the Company’s 1998 settlement of certain patent litigation with Schering-Plough Corporation (Schering) relating to ESI Lederle’s (a former division of the Company) proposed generic version of Schering’s K-Dur 20, a potassium chloride product. The Company settled with the FTC in April 2002. The settlement of the FTC action was not an admission of liability and was entered to avoid the costs and risks of litigation in light of the Company’s previously announced exit from the oral generics business.

51

Wyeth        

Generally, plaintiffs claim that the 1998 settlement agreement between the Company and Schering resolving the patent infringement action unlawfully delayed the market entry of generic competition for K-Dur 20 and that this caused plaintiffs and others to pay higher prices for potassium chloride supplements than plaintiffs claim they would have paid without the patent case settlement. Plaintiffs claim that this settlement constituted an agreement to allow Schering to monopolize the potassium chloride supplement markets in violation of federal and state antitrust laws, various other state statutes and common law theories such as unjust enrichment.

Currently, the Company is aware of approximately 45 private antitrust lawsuits that have been filed against the Company based on the 1998 settlement. Many of these lawsuits currently are pending in federal court in the United States and have been consolidated or are being coordinated as part of multi-district federal litigation being conducted in the United States District Court for the District of New Jersey, In re K-Dur Antitrust Litigation, MDL 1419, U.S.D.C., D. N.J.

In the remaining cases, plaintiffs claim to be indirect purchasers or end payors of K-Dur 20 or to be bringing suit on behalf of such indirect purchasers and seek to certify either a national class of indirect purchasers or classes of indirect purchasers from various states. These complaints seek various forms of relief, including damages in excess of $100 million, treble damages, restitution, disgorgement, declaratory and injunctive relief, and attorneys’ fees.

The Florida Attorney General’s Office has initiated an inquiry into whether the Company’s 1998 settlement violated Florida’s antitrust laws. The Company has provided documents and information sought by the Attorney General’s Office.

Miscellaneous. The Company has been named as a defendant, along with other pharmaceutical manufacturers, in a civil action in federal district court in Minnesota, alleging that the defendant companies violated federal antitrust statutes and certain state laws by unlawfully agreeing to engage in conduct to prevent U.S. consumers from purchasing defendants’ prescription drugs from Canada, In re Canadian Import Antitrust Litigation, Iverson v. Pfizer, et al, Civ. 04-2724 U.S.D.C., D. Minn. Plaintiffs claim that, as a result of the alleged unlawful agreement, the purported class members paid higher prices for the defendants’ pharmaceutical products than they otherwise would have paid in the absence of the alleged agreement. Plaintiffs seek various forms of relief, including damages, treble damages, restitution, disgorgement, injunctive relief and attorneys’ fees. On defendants’ motion, the District Court dismissed the federal antitrust claim. In addition, the District Court declined to exercise its supplemental jurisdiction over various state and common law claims and dismissed those claims without prejudice. Plaintiffs appealed to the United States Court of Appeals for the Eighth Circuit. The appellate court affirmed dismissal of the case in an opinion filed November 30, 2006.

The Company has been named as a defendant, along with other pharmaceutical manufacturers, in a civil action pending in California Superior Court in Alameda County, alleging that the defendant companies violated California law by engaging in a price fixing conspiracy that was carried out by, among other allegations, efforts to charge more for their prescription drugs sold in the United States than the same drugs sold in Canada, Clayworth v. Pfizer, et al., No. RG04-172428, Super. Ct., State of California, Alameda County. The Trial Court overruled defendants’ demurrer to the Third Amended Complaint and held that plaintiffs’ conspiracy claims are adequately alleged. The Trial Court sustained the demurrer with respect to unilateral price discrimination claims. Defendants answered the Third Amended Complaint on July 15, 2005. Defendants moved for summary judgment in September 2006. The Trial Court granted defendants’ motion for summary judgment and entered judgment on January 4, 2007. Plaintiffs have filed a notice of appeal to the Court of Appeal of the State of California, First Appellate District.

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

52

Wyeth        

In 1999 and 2000, the Brazilian Economic Defense Agency (SDE) initiated three separate administrative proceedings against Wyeth Industria Farmaceutica Ltda. (formerly known as Laboratories Wyeth-Whitehall Ltda.) (WIFL) and other pharmaceutical companies concerning possible violations of Brazilian competition and consumer laws. In one of the proceedings, the SDE alleged that the companies sought to establish uniform commercial policies regarding wholesalers and refused to sell product to wholesalers that distributed generic products manufactured by certain Brazilian pharmaceutical companies. In 2003, the SDE concluded that the companies had violated Brazilian competition laws by agreeing to refuse to sell products to wholesalers that distributed generic products. On October 13, 2005, the Economic Defense Administrative Council (CADE), to which the SDE reports, ordered WIFL to pay the minimum penalty of 1% of WIFL’s 1998 annual gross sales, adjusted to the date of payment of such penalty (approximately $2.8 million through December 31, 2006). On November 21, 2005, WIFL filed an administrative appeal seeking clarification of a number of aspects of the CADE decision.

In the other two proceedings, SDE alleged that WIFL illegally increased prices. One of the proceedings alleged such price increases violated competition laws. WIFL presented additional information in 2005 to SDE in response to an SDE request. The General Coordination for Legal Matters at SDE currently is reviewing this matter. The other proceeding alleged such price increases violated consumer laws. SDE has taken no further action on this matter due to it being under investigation as a competition law matter.

Regulatory Proceedings

Effexor Proceedings

In April 2003, a petition was filed with the FDA by a consultant on behalf of an unnamed client seeking the FDA’s permission to submit an ANDA for venlafaxine extended release tablets utilizing the Company’s Effexor XR capsules as the reference product. Such permission is required before a generic applicant may submit an ANDA for a product that differs from the reference product in dosage form or other relevant characteristics. In August 2003, the Company submitted comments on this petition, raising a number of safety, efficacy and patient compliance issues that could not be adequately addressed through standard ANDA bioequivalence studies and requested the FDA to deny the petition on this basis. In March 2005, the FDA granted the petition. In April 2005, the Company requested that the FDA reconsider its decision to grant the petition and stay any further agency action. To the Company’s knowledge, no such ANDA has been filed, and the FDA has not taken any action on the Company’s request for reconsideration.

The Company is cooperating in responding to a subpoena served on the Company in January 2004 from the U.S. Office of Personnel Management, Office of the Inspector General, requesting certain documents related to Effexor. The subpoena requests documents related principally to educating or consulting with physicians about Effexor, as well as marketing or promotion of Effexor to physicians or pharmacists, from January 1, 1997 to September 30, 2003. Other manufacturers of psychopharmacologic products also have received subpoenas.

Zosyn Proceedings

In November 2005, Sandoz Inc. filed a petition with the FDA requesting a determination that the Company’s previous formulation of Zosyn (piperacillin and tazobactam for injection) had not been discontinued for reasons of safety and effectiveness and requesting the FDA permission to submit ANDAs referencing the discontinued formulation. In January 2006, the Company submitted a comment requesting the FDA to deny the Sandoz petition on the grounds that (1) proposed generic products are not legally permitted to use discontinued formulations of existing products as reference drugs and (2) approval of a generic version of Zosyn that lacks the inactive ingredients in the current formulation of Zosyn would be contrary to FDA regulations and the public health. The matter is pending before the FDA.

In April 2006, the Company filed a petition with the FDA asking the FDA to refrain from approving any application for a generic product that references Zosyn unless the generic product complies with the

53

Wyeth        

U.S. Pharmacopeia standards on particulate matter in injectable drugs and exhibits the same compatibility profile as Zosyn, particularly with respect to compatibility with Lactated Ringer’s Solution and the aminoglycoside antibiotics amikacin and gentamicin. The Company further requested that in the event the FDA chooses to approve a generic product that did not exhibit the same compatibility profile as Zosyn, the FDA would condition such approval upon the applicant’s implementation of a risk minimization action plan to address the confusion that would necessarily arise as a result of such difference. The matter is pending before the FDA.

Other third parties have also submitted petition and comments to the FDA related to this matter, all of which are pending before the agency.

Consent Decree

The Company’s Wyeth Pharmaceuticals division, a related subsidiary, and an executive officer of the Company are subject to a consent decree entered into with the FDA in October 2000 following the seizure in June 2000 from the Company’s distribution centers in Tennessee and Puerto Rico of a small quantity of certain of the Company’s products then manufactured at the Company’s Marietta, Pennsylvania facility. The seizures were based on FDA allegations that certain of the Company’s biological products were not manufactured in accordance with current Good Manufacturing Practices (cGMPs) at the Company’s Marietta and Pearl River, New York facilities. The consent decree, which has been approved by the United States District Court for the Eastern District of Tennessee, does not represent an admission by the Company or the executive officer of any violation of the federal Food, Drug, and Cosmetic Act or its regulations. As provided in the consent decree, an expert consultant has conducted a comprehensive inspection of the Marietta and Pearl River facilities, and the Company has identified various actions to address the consultant’s observations. As of September 1, 2005, the Company had ceased manufacturing operations at its Marietta facility, decommissioned such facility and sold such facility to another company. On January 12, 2007, based on the Company’s completion of the corrective actions identified by the expert consultant for the Pearl River facility, the expert consultant’s certification of such completion, and the corrective actions completed by the Company following the FDA’s inspection of the Pearl River facility in August 2006, the FDA issued a letter pursuant to the consent decree confirming that the Pearl River facility appears to be operating in conformance with applicable laws and regulations and the relevant portions of the consent decree. As a result, there no longer will be a requirement for review by the expert consultant of a statistical sample of the manufacturing records for approved biological products prior to distribution of individual lots. The consent decree now requires the Pearl River facility to undergo a total of four annual inspections by an expert consultant starting no later than January 12, 2008 to assess its continued compliance with cGMPs and the consent decree.

Environmental Matters

The Company is a party to, or otherwise involved in, legal proceedings under CERCLA and similar state laws directed at the cleanup of various sites, including the Bound Brook, New Jersey site, in various federal and state courts throughout the United States. The Company’s potential liability in these legal proceedings varies greatly from site to site. As assessments and cleanups by the Company proceed, these liabilities are reviewed periodically by the Company and are adjusted as additional information becomes available. Environmental liabilities inherently are unpredictable and can change substantially due to factors such as additional information on the nature or extent of contamination, methods of remediation required and other actions by governmental agencies or private parties.

MPA Matter

The Company’s Wyeth Medica Ireland (WMI) subsidiary has received a Statement of Claim filed in the Irish High Court in Dublin by Schuurmans & Van Ginneken, a Netherlands-based molasses and liquid storage concern. Plaintiff claims it allegedly purchased sugar water recovered from a sugar water process stream for use in its molasses refining operations. This recovered sugar water was allegedly contaminated with medroxyprogesterone acetate (MPA) from a WMI sugar water manufacturing effluent that was to have been disposed of by a third party. Plaintiff seeks compensation in the amount of €115 million (US $151.3 million) for the contamination and disposal of up to 26,000 tons of molasses allegedly contaminated with MPA and for compensation on behalf of an unspecified number of its animal feed customers who are alleged to have used contaminated molasses in their livestock feed formulations. In connection with its formal Statement of Claim, plaintiff levied prejudgment attachments in the District Courts of Haarlem and

54

Wyeth        

Amsterdam in the Netherlands on certain assets of WMI. Plaintiff lifted these attachments after WMI provided plaintiff bank guarantees as security for the amounts claimed by plaintiff in its Statement of Claim. Plaintiff has reduced the amount of the bank guarantees to a total of €28.6 million (US $37.6 million) and agreed to refrain from levying further attachments.

In September 2004, the Company was served with a complaint filed in the Dutch courts on behalf of Dutch claimants, including the Dutch Association for the Animal Feed Industry and the Dutch Trade Union for Pig Farmers. Plaintiffs seek reimbursement of approximately €8.2 million (US $10.8 million) for payments made by the trade organizations to member pig farmers for purchases of pigs that were allegedly destroyed because of MPA contamination.

A Dutch animal feed supplier, Porker Foods B.V., and three Dutch pig farmers (collectively, the Genuva entities) filed suit against WMI in June 2005 in the Dutch courts (Court of ‘s-Hertogenbosch). Plaintiffs seek a total of €5.9 million (US $7.8 million) in damages allegedly arising from the destruction of MPA-contaminated pigs.

In March 2006, Allianz Versicherung AG, the liability insurer of the German molasses trade company, Peter Cremer GmbH, filed suit against the Company (acting through AHP Manufacturing B.V.) in Düsseldorf, Germany. Plaintiff seeks to recover €1.2 million (US $1.6 million) in payments made by it to its insured for damages allegedly caused by the forced disposal of MPA-contaminated molasses.

In November 2006, WMI was served with criminal summonses charging WMI with 18 violations of the Waste Management Act and its Integrated Pollution Control license in connection with five specifically identified shipments of MPA-contaminated sugar water waste from its Newbridge, Ireland facility. Notices for Particulars and Replies have been exchanged, and Defenses have been filed.

Tax Matters

In 2002, a Brazilian Federal Public Attorney sought to nullify and overturn a 2000 decision by the Brazilian First Board of Tax Appeals, which had found that the capital gain of the Company from its divestiture of its oral health care business was not taxable in Brazil. As stated in current U.S. dollars, the claim is approximately $134.8 million. The Company timely filed a response in this action, and no further action has been taken with respect to the Company in this matter.

Commitments

The Company leases certain property and equipment for varying periods under operating leases. Future minimum rental payments under non-cancelable operating leases with terms in excess of one year in effect at December 31, 2006 are as follows:

(In thousands)
2007	$	104,900
2008		78,800
2009		63,100
2010		46,300
2011		40,100
Thereafter		63,800
Total rental commitments	$	397,000

Rental expense for all operating leases was $163.9 million, $167.7 million and $181.2 million in 2006, 2005 and 2004, respectively.

55

Wyeth        

15. Company Data by Segment

The Company has four reportable segments: Pharmaceuticals, Consumer Healthcare, 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 develop, manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies.

The Pharmaceuticals segment develops, manufactures, distributes and sells branded human ethical pharmaceuticals, biotechnology products, vaccines and nutrition products. Principal products include 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.

The Consumer Healthcare segment develops, manufactures, distributes and sells over-the-counter health care products that include analgesics, cough/cold/allergy remedies, nutritional supplements, and hemorrhoidal, asthma and personal care items.

The Animal Health segment develops, manufactures, distributes and sells animal biological and pharmaceutical products that include vaccines, pharmaceuticals, parasite control and growth implants.

Corporate is primarily responsible for the treasury, tax and legal operations of the Company’s businesses and maintains and/or incurs certain assets, liabilities, income, expenses, gains and losses related to the overall management of the Company that are not allocated to the other reportable segments.

The accounting policies of the segments described above are the same as those described in “Summary of Significant Accounting Policies” in Note 1. The Company evaluates the performance of the Pharmaceuticals, Consumer Healthcare and Animal Health reportable segments based on income (loss) before income taxes, which includes gains on the sales of non-corporate assets and certain other items. Corporate includes interest expense and interest income, gains on the sales of investments and other corporate assets, certain litigation provisions, including the Redux and Pondimin litigation charges, and other miscellaneous items.

56

Wyeth        

Company Data by Reportable Segment

(In millions) Year Ended December 31,	2006			2005			2004
Net Revenue from Customers
Pharmaceuticals	$	16,884.2		$	15,321.1		$	13,964.1
Consumer Healthcare		2,530.2			2,553.9			2,557.4
Animal Health		936.3			880.8			836.5
Consolidated total	$	20,350.7		$	18,755.8		$	17,358.0
Income (Loss) before Income Taxes
Pharmaceuticals(2)	$	5,186.4		$	4,544.9		$	4,040.1
Consumer Healthcare		516.2			574.3			578.6
Animal Health		163.7			139.4			134.8
Corporate(1)		(436.4	)		(478.0	)		(4,883.3	)
Consolidated total(3)	$	5,429.9		$	4,780.6		$	(129.8	)
Depreciation and Amortization Expense
Pharmaceuticals	$	719.9		$	682.0		$	529.5
Consumer Healthcare		20.0			40.8			45.7
Animal Health		32.7			30.3			29.9
Corporate		30.4			33.8			17.3
Consolidated total	$	803.0		$	786.9		$	622.4
Expenditures for Long-Lived Assets(5)
Pharmaceuticals	$	1,228.3		$	1,077.9		$	1,226.5
Consumer Healthcare		35.3			28.4			33.2
Animal Health		37.2			45.0			40.0
Corporate		72.0			47.1			83.4
Consolidated total	$	1,372.8		$	1,198.4		$	1,383.1
Total Assets at December 31,
Pharmaceuticals	$	17,171.6		$	15,770.2		$	15,771.2
Consumer Healthcare		1,492.9			1,463.2			1,701.4
Animal Health		1,430.0			1,326.7			1,340.9
Corporate		16,384.2			17,281.0			14,816.2
Consolidated total	$	36,478.7		$	35,841.1		$	33,629.7
Company Data by Geographic Segment
(In millions) Year Ended December 31,	2006			2005			2004
Net Revenue from Customers(4)
United States	$	11,054.4		$	10,343.8		$	9,856.5
United Kingdom		999.5			1,027.6			1,088.7
Other international		8,296.8			7,384.4			6,412.8
Consolidated total	$	20,350.7		$	18,755.8		$	17,358.0
Long-Lived Assets at December 31,(4)(5)
United States	$	8,075.9		$	7,779.8		$	7,491.4
Ireland		3,435.9			2,947.9			3,130.2
Other international		3,290.3			3,014.3			3,117.7
Consolidated total	$	14,802.1		$	13,742.0		$	13,739.3

57

Wyeth        

(1) 2006 and 2005 Corporate included net charges of $218.6 and $190.6, respectively, relating to the Company’s productivity initiatives. The 2006 initiatives related to the reportable segments as follows: Pharmaceuticals — $198.0, Consumer Healthcare — $11.5 and Animal Health — $9.1. The 2005 initiatives related to the reportable segments as follows: Pharmaceuticals — $186.2 and Consumer Healthcare — $4.4 (see Note 3).

2004 Corporate includes a litigation charge of $4.500.0, relating to the litigation brought against the Company regarding the use of the diet drug products Redux or Pondimin (see Note 14). The charges related to the Pharmaceuticals reportable segment.

(2) 2004 Pharmaceuticals included a charge of $145.5 within Research and development expenses related to the upfront payment to Solvay in connection with the co-development and co-commercialization of four neuroscience compounds (see Note 2).

(3) Stock-based compensation expense for 2006 has been recorded in accordance with SFAS No. 123R, which the Company adopted as of January 1, 2006 (see Note 12). Income (loss) before taxes for 2006 included stock-based compensation expense of $393.3 for stock options, restricted stock and performance share awards. For 2006, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals — $274.7, Consumer Healthcare — $27.0, Animal Health — $11.0 and Corporate — $80.6. Stock-based compensation for 2005 and 2004 consisted of restricted stock and performance share awards only and totaled $108.5 and $24.6, respectively. For 2005, stock-based compensation was recorded within reportable segments as follows: Pharmaceuticals — $57.3, Consumer Healthcare — $5.5, Animal Health — $2.3 and Corporate — $43.4. For 2004, stock-based compensation was recorded within Corporate — $24.6.

(4) Other than the United States and the United Kingdom, no other country in which the Company operates had net revenue of 5% or more of the respective consolidated total. Other than the United States and Ireland, no other country in which the Company operates had long-lived assets of 5% or more of the respective consolidated total. The basis for attributing net revenue to geographic areas is the location of the customer.

(5) Long-lived assets consist primarily of property, plant and equipment, goodwill, other intangibles and other assets, excluding deferred taxes, net investments in equity companies and various financial assets.

58

Wyeth        

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Wyeth:

We have completed integrated audits of Wyeth’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Wyeth and its subsidiaries at December 31, 2006 and December 31, 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation in 2006. As discussed in Note 8 to the consolidated financial statements, the Company changed the manner in which it accounts for pensions and other postretirement benefits in 2006.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in the accompanying Management Report on Internal Control over Financial Reporting, that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control – Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design

59

Wyeth        

and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Florham Park, New Jersey

February 22, 2007

60

Wyeth        

Management Reports to Wyeth Stockholders

Management Report on Consolidated Financial Statements

Management has prepared and is responsible for the Company’s consolidated financial statements and related notes to consolidated financial statements. They have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and necessarily include amounts based on judgments and estimates made by management. All financial information in this Financial Report is consistent with the consolidated financial statements. The independent registered public accounting firm audits the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Our Audit Committee is composed of non-employee members of the Board of Directors, all of whom are independent from our Company. The Committee charter, which is published in the proxy statement and on our Internet Web site (www.wyeth.com), outlines the members’ roles and responsibilities and is consistent with current corporate securities laws, regulations and New York Stock Exchange guidelines. It is the Audit Committee’s responsibility to appoint the independent registered public accounting firm subject to stockholder ratification; approve audit, audit-related, tax and other services performed by the independent registered public accounting firm; and review the reports submitted by them. The Audit Committee meets several times during the year with management, the internal auditors and the independent registered public accounting firm to discuss audit activities, internal controls and financial reporting matters, including reviews of our externally published financial results. The internal auditors and the independent registered public accounting firm have full and free access to the Committee.

We are dedicated to ensuring that we maintain the high standards of financial accounting and reporting that we have established. We are committed to providing financial information that is transparent, timely, complete, relevant and accurate. Our culture demands integrity and an unyielding commitment to strong internal practices and policies. In addition, we have the highest confidence in our financial reporting, our underlying system of internal controls and our people, who are expected to operate at the highest level of ethical standards pursuant to our Code of Conduct. Finally, we have personally executed all certifications required to be filed with the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002 and the regulations thereunder regarding the accuracy and completeness of the consolidated financial statements. In addition, in 2006, we provided to the New York Stock Exchange the annual CEO certification regarding the Company’s compliance with the New York Stock Exchange’s corporate governance listing standards.

Management Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may deteriorate.

61

Wyeth        

Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 based upon criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, management determined that the Company’s internal control over financial reporting was effective as of December 31, 2006.

Our management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2006 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report appearing herein.

Robert Essner	Kenneth J. Martin
Chairman and Chief Executive Officer	Chief Financial Officer and Vice Chairman

62

Wyeth        

Quarterly Financial Data (Unaudited)

(In thousands except per share amounts)	First Quarter 2006		Second Quarter 2006		Third Quarter 2006		Fourth Quarter 2006
Net revenue	$	4,837,937	$	5,156,743	$	5,135,796	$	5,220,179
Gross profit		3,500,819		3,783,184		3,749,542		3,729,259
Net income		1,119,583		1,064,790		1,156,918		855,415
Diluted earnings per share		0.82		0.78		0.85		0.63
(In thousands except per share amounts)	First Quarter 2005		Second Quarter 2005		Third Quarter 2005		Fourth Quarter 2005
Net revenue	$	4,578,998	$	4,713,835	$	4,716,261	$	4,746,696
Gross profit		3,229,541		3,376,745		3,355,221		3,363,083
Net income		1,078,171		976,574		869,857		731,696
Diluted earnings per share		0.80		0.72		0.64		0.54

Market Prices of Common Stock and Dividends

	2006 Range of Prices*			2005 Range of Prices*
	High	Low	Dividends Paid per Share	High	Low	Dividends Paid per Share
First quarter	$50.49	$45.35	$0.25	$45.13	$38.48	$0.23
Second quarter	50.20	41.91	0.25	45.67	41.39	0.23
Third quarter	51.45	42.48	0.25	46.76	43.45	0.23
Fourth quarter	54.13	47.35	0.26	47.88	40.90	0.25

* Prices are those of the New York Stock Exchange — Composite Transactions.

63

Wyeth        

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following commentary should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements. 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 2006 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 2006 Financial 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.” These statements, like all statements in this 2006 Financial 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, biologics and vaccines.

In 2006, we achieved billion or multi-billion dollar revenue status in six product lines: Effexor, Prevnar, Protonix, Enbrel, our Nutrition product line and our Premarin family of products. We finished the year with five potential new products covering six major clinical indications under review by the U.S. Food and Drug Administration (FDA), as follows: Pristiq, for the treatment of major depressive disorder and vasomotor symptoms associated with menopause; Viviant, for prevention of postmenopausal osteoporosis; Torisel, for the treatment of renal cell carcinoma; bifeprunox, for the treatment of schizophrenia (filed with our partner Solvay); and Lybrel, our low-dose, non-cyclic continuous combination oral contraceptive.

We believe that we now are the fourth largest biotechnology company in the world. In 2006, our revenues from biotechnology products, including vaccines, increased 23% over 2005 and comprised nearly 35% of our total Pharmaceuticals revenue.

We are striving to innovate commercially and change the way we approach our business in response to the challenging global health care environment. During 2006, 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. 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.

64

Wyeth        

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 worldwide net revenue	83%	12%	5%
% of 2006 segment net revenue generated outside U.S.	46%	42%	56%
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

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

2006 Financial Highlights

• Worldwide net revenue increased 9% to $20,350.7 million in 2006;

• Six product franchises surpassed $1,000.0 million in net revenue: Effexor, Prevnar, Protonix, Enbrel, our Nutrition product line and our Premarin family of products. Enbrel, Effexor and Nutrition products achieved $1,000.0 million in net revenue outside the United States;

• Pharmaceuticals net revenue increased 10% in 2006, reflecting the strong performance of Prevnar, Enbrel, Effexor, our Nutrition product line, our Premarin family of products, Protonix, Zosyn and rhBMP-2 offset, in part, by lower sales of Zoton, which is experiencing generic competition;

• Consumer Healthcare net revenue decreased 1% in 2006, reflecting the absence of Solgar product line, which was divested in the 2005 third quarter, and lower sales of Robitussin and Advil Cold & Sinus products, which were impacted by retailer actions and federal and state legislation related to pseudoephedrine-containing products. The lower sales were offset, in part, by higher sales of Advil and Centrum;

65

Wyeth        

• Animal Health net revenue increased 6% in 2006, reflecting higher sales of livestock, companion animal and poultry products, which were partially offset by lower sales of equine products; and

• The quarterly dividend to holders of our common stock increased 4% in 2006.

Our Principal Products

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

(Dollar amounts in millions)	2006 Net Revenue		% Increase over 2005
Effexor	$	3,722.1	8%
Prevnar		1,961.3	30%
Protonix		1,795.0	7%
Enbrel (outside the United States and Canada)(1)		1,499.6	38%
Alliance revenue(2)		1,339.2	17%
Nutrition		1,200.8	15%
Premarin family		1,050.9	16%
Zosyn/Tazocin		972.0	9%

(1) Enbrel net revenue includes sales of Enbrel outside 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.

• 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. See “Our Challenging Business Environment” on page 69 for a discussion of our settlement agreement with Teva Pharmaceuticals Industries Ltd. (Teva), pursuant to which Teva has launched generic versions of Effexor (immediate release tablets) in the United States and Effexor XR (extended release capsules) in Canada.

• Prevnar is our vaccine for preventing invasive pneumococcal disease in infants and children. It is the first and only vaccine product to achieve $1,000.0 million in annual net revenue and now is available in 73 countries worldwide and included in 16 national immunization programs. We continue to make enhancements in the Prevnar production process to ensure availability in those countries where Prevnar currently is approved as well as to support its introduction into new markets. We produced 41 million doses of Prevnar in 2006, a 32% increase over 2005 production. In 2006, we sold more than 33 million doses, an increase of 27% over doses sold in 2005, and we have sold an aggregate of more than 135 million doses since Prevnar was launched. Revenue growth for Prevnar in 2006 was largely driven by activities associated with the commencement of 10 new national immunization programs, which included the United Kingdom, Germany, France, Mexico, Greece, Norway, Switzerland, Italy, Kuwait and the Netherlands. Solid growth for Prevnar is expected to continue over the next several years as we secure recommendations for additional national immunization programs and launch the product in new markets.

• 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 seeking higher value prescriptions within the third-party managed care segment. We also are 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.

66

Wyeth        

• Enbrel is our treatment for rheumatoid arthritis, psoriasis and other conditions. We have exclusive rights to Enbrel outside of the United States and Canada and we co-promote Enbrel with Amgen in the United States and Canada. Enbrel maintains its leading U.S. market position in rheumatology and dermatology and is ranked 10th in global sales among all pharmaceutical products. 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 insurance enrollment and 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 United States to improve the patient’s convenience of use of Enbrel. In October 2006, Enbrel 25 mg and 50 mg pre-filled syringes were launched in 10 European countries. Enbrel pre-filled syringes will continue to be launched in other European countries throughout 2007.

• Alliance revenue includes our share of profits from sales of Enbrel in the United States and Canada, where we co-promote the product with Amgen; our share of profits from sales of Altace, which was co-promoted with King Pharmaceuticals, Inc. (King) prior to 2007; 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. During 2006, the Wyeth sales force continued to co-promote the product with King. Effective January 1, 2007, King assumed full responsibility for the selling and marketing of Altace. Wyeth will receive a fee in 2007 through 2010, generally based on a percentage of Altace net sales and subject to annual payment limits.

• Nutrition includes our infant formula and toddler products Nursoy, Progress, Promil and S-26. During 2006, we introduced a new formulation with lutein. We continue to expand into new markets, grow our business in the countries where we compete and shift focus of our business to the more profitable premium sector of the market. Significant manufacturing capacity expansions currently are underway in the Asia Pacific region to support our nutrition business strategy.

• Our Premarin family of products remains the leading therapy to help women address serious menopausal symptoms. During 2006, we introduced www.knowmenopause.com to provide women with information about menopause and treatment options.

• Zosyn (Tazocin internationally), our broad-spectrum I.V. antibiotic, is the only currently marketed I.V. antibiotic proved to help minimize the emergence of bacterial resistance. We launched our new, advanced formulation of Zosyn/Tazocin in the United States in the 2006 first quarter and we currently are in the process of launching the new formulation in international markets. See “Our Challenging Business Environment” on page 69 for a discussion of potential generic competition for Zosyn.

Our Product Pipeline

Our continued success depends, in large part, on the discovery and development of new and innovative pharmaceutical products and additional indications for existing products.

Our New Drug Application (NDA) filings with the 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. In October 2006, we filed our dossier in Europe for Pristiq for the treatment of vasomotor symptoms.

With respect to Pristiq for the treatment of major depressive disorder, we received an approvable letter from the FDA on January 22, 2007. According to the approvable letter, FDA approval of Pristiq is subject to several conditions, including: a satisfactory FDA inspection of our Guayama, Puerto Rico facility, which is where Pristiq will be manufactured; several post-marketing commitments, including submission of long-term relapse prevention, low-dose and pediatric studies; additional clarity around our product education plan for physicians and patients; and confirmation by the FDA of the acceptability of the proprietary name, Pristiq. With respect to Pristiq as a non-hormonal treatment for vasomotor symptoms associated with menopause, we expect to receive an FDA action letter in April 2007.

67

Wyeth        

We currently are conducting additional clinical trials of Pristiq in major depressive disorder, 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. Our actual course and launch timing for Pristiq will depend on three elements: obtaining FDA approval of our NDA for major depressive disorder (including fulfilling the pre-approval conditions set forth in the approvable letter), the results of the lower dosage studies and the progress of the FDA review of our NDA for vasomotor symptoms.

During the 2006 second quarter, we filed an NDA for Viviant (bazedoxifene) for prevention of postmenopausal osteoporosis. In the 2006 third quarter, we filed an NDA for Torisel (temsirolimus) for treatment of renal cell carcinoma, which was accepted and granted priority review status by the FDA in December 2006. A priority designation can be given to an NDA for a drug that, if approved, would be a significant improvement compared with existing treatments. We also submitted regulatory filings in the EU for Torisel for treatment of renal cell carcinoma. In concert with our partner Solvay, an NDA also was filed for bifeprunox for the treatment of schizophrenia in the 2006 third quarter.

Our 2005 NDA filing with the FDA and our EU regulatory filing for Lybrel (levonorgestrel/ethinyl estradiol), a new low-dose, non-cyclic continuous combination oral contraceptive, remain 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. We recently amended our Lybrel NDA to reflect a change to an improved manufacturing process. The FDA has advised us that it does not plan to convene an advisory committee meeting to review the clinical aspects of Lybrel, and we expect FDA action on our NDA in the 2007 second quarter. We expect to launch Lybrel in 2007, subject to satisfactory resolution of items outlined in the approvable letter and satisfactory completion of a pre-approval inspection for this product and a general current Good Manufacturing Practices (cGMP) inspection at our Guayama facility.

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 Fast Track designation facilitates development and may 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 April 2006, we received marketing approval in the European Union for Tygacil, our innovative broad-spectrum I.V. antibiotic for serious, hospital-based infections, which we launched in the United States in July 2005. Our 2006 net revenue from Tygacil was approximately $71.5 million and it currently is available in 33 countries. Regulatory filings are planned in 2007 to expand Tygacil’s indications to include community-acquired pneumonia and hospital-acquired pneumonia.

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 major depressive disorder. While the FDA did not issue any inspectional observations, the scope of the inspection was limited to manufacturing processes specific to the Pristiq major depressive disorder NDA. FDA approval of our pending NDA filings for Pristiq for the vasomotor symptom 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 on page 69 under “Our Challenging Business Environment,” the facility currently is the subject of a Warning Letter from the FDA. FDA approval of each of the above-mentioned NDAs also is contingent upon the FDA determining that the cGMP compliance status of the facility is satisfactory.

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 (Trubion). 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, biotechnology and vaccines position us well.

68

Wyeth        

During 2006, we advanced 15 new molecular entities and two new vaccine constructs from discovery into development. In total, over the past six years, 75 potential new drugs were advanced into development.

Certain Product Liability Litigation

Diet Drug Litigation

We continue to address the challenges of our diet drug litigation. As discussed in Note 14 to our consolidated financial statements contained in this 2006 Financial Report, the Seventh Amendment to the nationwide settlement became effective on May 16, 2006. The Seventh Amendment created a new claims processing structure, funding arrangement and payment schedule for the least serious but most numerous claims in the nationwide settlement. The amendment ensures that these claims are processed on a streamlined basis while preserving funds in the existing nationwide settlement trust for more serious claims.

The nationwide settlement agreement gave class members the right to opt out of the settlement after receiving certain initial settlement benefits if they met certain medical criteria. Approximately 63,000 individuals who chose to leave the national settlement subsequently filed Intermediate or Back-End opt out lawsuits against the Company. As of December 31, 2006, the Company had reached agreements, or agreements in principle, to settle the claims of approximately 99% of these claimants. As of December 31, 2006, approximately 55,000 of these claimants had received settlement payments following the dismissal of their cases.

The $2,739.9 million reserve balance at December 31, 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.

Hormone Therapy Litigation

During 2006, we began the first of a number of trials in our hormone therapy litigation, discussed in greater detail in Note 14 to our consolidated financial statements contained in this Financial Report. As of December 31, 2006, we were defending approximately 5,200 actions brought on behalf of approximately 8,400 women in various federal and state courts throughout the United States for personal injuries, including primarily claims for breast cancer, as well as claims for (among other conditions) stroke, ovarian cancer and heart disease, allegedly resulting from their use of Prempro or Premarin. Two such cases that were scheduled for trial were dismissed following the granting of our motion for summary judgment. In one, a New York state court judge found that the labeling and warnings for Prempro and Premarin were adequate as a matter of law. In the other, a Texas state court judge held that plaintiffs’ failure to warn claims were preempted by the regulation of prescription drug labeling by the FDA. In the cases that went to trial, juries in two federal court cases in Little Rock, Arkansas returned defense verdicts in favor of Wyeth, and juries in two cases in state court in Philadelphia, Pennsylvania returned verdicts in favor of the plaintiffs for $1.5 million and $3.0 million, respectively (the $3.0 million verdict followed a mistrial that had been granted following an earlier trial). In addition to these results, plaintiffs have voluntarily dismissed a number of other cases set for trial. Trials of additional hormone therapy cases are scheduled throughout 2007 and into 2008. Individual trial results depend on a variety of factors, including many that are unique to the particular case, and our trial results to date therefore may not be predictive of future trial results. As we have not determined that it is probable that a liability has been incurred and an amount is reasonably estimable, we have not established any litigation accrual for our Hormone Therapy litigation.

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 increasingly are 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

69

Wyeth        

increasing both the cost and time it takes to bring new drugs to market. Post-marketing regulatory and media scrutiny of product safety also is increasing.

On May 9, 2006, we received a Warning Letter from the FDA that raised several specific concerns about manufacturing at our Guayama, Puerto Rico facility. We submitted a timely response to 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. Although it remains our goal to resolve the issues raised in the Warning Letter as quickly as possible, 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.

Late in 2005, we reached agreement with Teva on a settlement of the U.S. patent litigation pertaining to Teva’s generic version of our Effexor XR (extended release capsules) antidepressant. Under licenses granted to Teva as part of the settlement, Teva launched a generic version of Effexor (immediate release tablets) in the United States in August 2006 and will be permitted to launch a generic version of Effexor XR (extended release capsules) in the United States beginning on July 1, 2010, subject to earlier launch based on certain specified events. Events that could trigger an earlier U.S. market entry by Teva with generic versions of Effexor XR (extended release capsules) include specified market conditions or developments regarding the applicable Wyeth patents, including the outcome of other generic challenges to these patents. Two litigations concerning such generic challenges are currently pending and a third company recently notified Wyeth that it is challenging these same patents. There can be no assurance that the outcome of these litigations, or the occurrence of specific market conditions, will not trigger generic entry, by Teva or another generic manufacturer, earlier than July 1, 2010. In connection with the licenses pursuant to the settlement, Teva will pay us specified percentages of gross profit from sales of each of the Teva generic versions. In addition, pursuant to an agreement reached with Teva with respect to a generic version of Effexor XR (extended release capsules) in Canada, Teva launched a generic version of Effexor XR (extended release capsules) in Canada in December 2006. We estimate that greater than three-fourths of Effexor (immediate release tablets) prescriptions in the United States have been converted to Teva’s generic versions since the August 2006 launch, and we expect that Teva’s launch of generic versions of Effexor XR (extended release capsules) in Canada in December 2006 will decrease our net sales 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 the United States and Canada. The impact on our 2006 results was limited, and we expect the impact on our results for 2007 to be modest and slow to accrue over time given that these markets outside the United States and Canada represent a small portion of worldwide sales.

In December 2006, the Psychopharmacologic Drugs Advisory Committee (PDAC) met to discuss findings from the FDA’s meta-analysis of clinical trial data from placebo-controlled antidepressant trials submitted by pharmaceutical manufacturers of antidepressants. The purpose of the FDA’s analysis was to examine the occurrence of suicidality in the course of treating adult patients with various antidepressants. In contrast with the FDA’s prior review of pediatric antidepressant studies, the pooled analysis of the overall adult population found no treatment effect on suicidality. The FDA analyzed the pooled data across the 12 antidepressants by age and observed an elevated risk for suicidal behavior (not suicidal ideation) in adults younger than 25 years of age. We anticipate that the FDA will implement labeling changes for all antidepressants during the first half of 2007 and that any impact from these class labeling changes will be modest.

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. The compound patent claiming one of the active ingredients of Zosyn expired in the United States in February 2007. Additional process and manufacturing patents extend beyond that expiration. Our new formulation of Zosyn was approved by the FDA in 2005

70

Wyeth        

and has additional patent protection extending to 2023. While our best estimate is that generic competition for Zosyn in the United States will not occur until at least late 2007, it is possible that we will face generic competition as early as the 2007 first quarter, 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 14 to our consolidated financial statements, Contingencies and Commitments, and other factors. The compound patent claiming one of the active ingredients in Zosyn will expire in most major countries outside the United States in the 2007 third quarter. Thus, we may face generic competition in these countries as early as the 2007 third quarter.

In December 2006, we received a request from the European Medicines Agency (EMEA) to change the currently authorized dosage recommendations for Prevenar in Europe from a three-dose primary series plus one booster dose (3+1) to a two-dose primary series plus one booster dose (2+1). The 2+1 dosing schedule already is used in some EU Member States. During meetings in February 2007, we informed the scientific assessors for Prevenar that we do not believe that the available scientific data provide an adequate basis to support such a change. Some change to the Prevenar labeling to include an update of the data already included on the 2+1 schedule remains under consideration. We intend to submit a formal, written response to the EMEA request in March 2007. The labeling outcome and its commercial impact, if any, are uncertain.

We are in discussions with the FDA, the EMEA and other boards of health regarding the appropriate regulatory handling of certain minor process modifications introduced by our active ingredient supplier into the manufacturing process for the active ingredient of Tygacil. These modifications do not affect the safety, efficacy, or quality of the product. At this time, we do not expect this issue to affect product supply, but there is a possibility of temporary supply shortages in some markets in the near term.

Generic versions of our product Inderal LA, which had not been subject to generic competition for many years, entered the U.S. market in early 2007. As a result, we expect that our net sales of this product in the United States, which totaled approximately $198 million in 2006, will decline substantially.

Our Productivity Initiatives

We are continuing with our long-term global productivity initiatives, collectively called Project Springboard, which we launched in 2005, to adapt to the challenging pharmaceutical industry environment. In 2006, these initiatives focused on our new primary care selling model and our continued implementation of commercial excellence initiatives, including improving the efficiency of our global support functions. 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 services, finance and accounting, human resources and procurement functions. Transactional processing services are scheduled to commence in 2007. We also are reviewing our production network to achieve optimal efficiencies and to reduce production costs for our global core products. In addition, we are improving our drug development process, including establishing early clinical development centers, improving logistics for shipping clinical materials and instituting remote data capture. As a result of these and other related initiatives, we recorded net pre-tax charges of $218.6 million in 2006. Since inception of our productivity initiatives, total net pre-tax charges of $409.2 million have been recorded with respect to these initiatives. Additional costs associated with the productivity initiatives are expected to continue for several years as further strategic decisions are made; costs are projected to total approximately $750.0 million to $1,000.0 million, on a pre-tax basis. Throughout 2007 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 Estimates

Our consolidated financial statements are presented in accordance with accounting principles that are generally accepted in the United States. All professional accounting standards effective as of December 31, 2006 have been taken into consideration in preparing the consolidated financial statements. Our preparation of the consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Some of those estimates are subjective and complex, and, therefore, actual results could differ from those estimates. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect its more significant estimates and assumptions used in the preparation of our consolidated financial statements.

71

Wyeth        

Chargebacks/Rebates

Chargebacks/rebates, which are our only significant deductions from gross sales, are offered to customers based upon volume purchases, the attainment of market share levels, government mandates, coupons and consumer discounts. Chargeback/rebate accruals, included in Accrued expenses, are established at the later of (a) the date at which the related revenue is recorded and (b) the date at which the incentives are offered. Reserves for chargebacks/rebates are estimated using historical rates and current wholesaler inventory data. Rebate rates are determined based on historical experience, trend analysis, demand conditions, competition and projected market conditions in the various markets served. Internal data as well as information obtained from external sources such as independent market research agencies and data from wholesalers are considered when establishing these reserves. Other factors, including identification of which products have been sold subject to a rebate, which customer or government price terms apply, and the estimated lag time between sale and payment of a rebate, also are considered. We continually monitor the adequacy of the accruals by analyzing historical rebate rates, making adjustments to originally recorded reserves when trends or specific events indicate that adjustment is appropriate and comparing actual payments with the estimates used in establishing the accrual. Historically, actual payments have not varied significantly from the reserves provided.

Product Returns

Provisions for product returns are provided for as deductions to arrive at Net revenue. We consider many factors in determining our reserves for product returns. Typically, those factors that influence the reserves do not change significantly from period to period and include: actual historical return activity, level of inventory in the distribution network, inventory turnover, demand history, demand projections, estimated product shelf life, pricing and competition. Internal data as well as information obtained from the wholesalers themselves are considered when establishing these reserves. We have identified historical patterns of returns for major product classes, including new products. Return rates for new products are estimated by comparing the new product with similar product types that exist in our product line. We review our reserves for product returns quarterly to verify that the trends being considered to estimate the reserves have not changed materially. The reserves for product returns cover all products, and, historically, actual returns have not varied significantly from the reserves provided.

Wholesaler Agreements

We have entered into wholesaler service agreements with many of our full-line pharmaceutical wholesale distributors in the United States, including our three largest wholesale distributors that accounted for approximately 31% of Net revenue in 2006. Under these agreements, the wholesale distributors have agreed, in return for certain price concessions, not to exceed certain targeted inventory levels. As a result, we, along with our wholesale partners, are able to manage product flow and inventory levels in a way that more closely follows trends in prescriptions.

Accruals for Legal Proceedings

We are involved in various legal proceedings, including product liability, patent, commercial, environmental and antitrust matters, of a nature considered normal to our business. These include allegations of injuries caused by our pharmaceutical and over-the-counter products, including Redux, Pondimin, Prempro, Premarin, Robitussin, Dimetapp and Effexor, among others. The estimated amounts we expect to pay in these cases are accrued when it is probable that a liability has been incurred and the amount is reasonably estimable. In assessing the estimated costs, we consider many factors, including past litigation experience, scientific evidence and the specifics of each matter. Legal defense costs, which are expected to be incurred in connection with a loss contingency, are accrued when the contingency is considered probable and reasonably estimable. Additionally, we record insurance receivable amounts from third-party insurers when recovery is probable. Prior to November 2003, we were self-insured for product liability risks with excess coverage on a claims-made basis from various insurance carriers in excess of the self-insured amounts and subject to certain policy limits. Effective November 2003, we became completely self-insured for product liability risks.

72

Wyeth        

In addition, we have responsibility for environmental, safety and cleanup obligations under various local, state and federal laws, including the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as Superfund. In many cases, future environmental-related expenditures cannot be quantified with a reasonable degree of accuracy. As investigations and cleanups proceed, environmental-related liabilities are reviewed and adjusted as additional information becomes available. Environmental liabilities are undiscounted, do not consider potential recoveries from insurers or third parties and will be paid out over periods in which the remediation occurs.

Stock-Based Compensation

Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment” (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. We determine the fair value of stock options 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. As of December 31, 2006, the assumptions were as follows: the risk-free interest rate, 5.0%; expected volatility, 24.3%; expected dividend yield, 2.1%; and expected life of the options, six years. Prior to adopting SFAS No. 123R, we applied Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25), and related interpretations, in accounting for our stock incentive plans. Under APB No. 25, no stock-based employee compensation cost was reflected in net income, other than for our restricted stock unit and performance-based restricted stock unit awards, as all stock options granted had an exercise price equal to the market value of the underlying common stock at the date of the grant.

Income Taxes

We apply an asset and liability approach to accounting for income taxes. Deferred tax liabilities and assets are recognized for the future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The recoverability of deferred tax assets is dependent upon our assessment that it is more likely than not that sufficient future taxable income will be generated in the relevant tax jurisdiction to realize the deferred tax asset. In the event we determine future taxable income will not be sufficient to utilize the deferred tax asset, a valuation allowance is recorded. In the event we were to determine that we would be able to realize all or a portion of our net deferred tax assets, an adjustment to the valuation allowance would increase income in the period such determination was made. Likewise, should we subsequently determine that we would not be able to realize all or a portion of our net deferred tax assets in the future, an adjustment to the valuation allowance would be charged to income in the period such determination was made. We have not established material valuation allowances related to our net federal or foreign deferred tax assets as we believe that it is more likely than not that the benefits of these assets will be realized. Valuation allowances also have been established for certain state deferred tax assets, net of federal tax, related to net operating losses, credits and accruals. In addition, we record deferred income taxes on foreign subsidiaries’ earnings that are not considered to be permanently invested in those subsidiaries.

We are subject to income tax in many jurisdictions throughout the world and are regularly under examination by numerous taxing authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes. These assessments involve complex judgments about future events and rely on estimates and assumptions by management. Actual audit results could differ from these estimates.

73

Wyeth        

Actuarial Assumptions for Pension and Other Postretirement Benefit Plans

On an annual basis, we perform an internal study of actuarial assumptions. Based on this study, we determine the appropriate discount rate and expected long-term rate of return on plan assets for our defined benefit pension plans. In 2006, the discount rate used to determine our benefit obligation was increased by 25 basis points to 5.90%, while the expected rate of return on plan assets was maintained at 9.00%, consistent with the prior year. The net periodic benefit cost for our U.S. pension plans is expected to decrease by approximately $25.0 million to $202.0 million in 2007 compared with 2006 due to the increase in the discount rate and a positive return on plan assets, offset, in part, by a decrease in the discount rate we use to calculate lump sum pension benefits. As a sensitivity measure, the effect of a 25 basis-point decrease in our discount rate assumption would increase our net periodic benefit cost for our U.S. pension plans by approximately $14.4 million. A 1% decrease in the expected rate of return on plan assets would increase the U.S. pension plan expense by approximately $39.0 million.

We also review the principal actuarial assumptions relating to our other postretirement benefit plans on an annual basis. We have decreased the health care cost trend rate for 2006 to 9.00%, from 11.00% in 2005. This growth rate, ultimately, is expected to decrease to 5.00% by 2011 and remain constant thereafter. In reviewing postretirement claims data and other related assumptions, we believe that this trend rate appropriately reflects the trend aspects of our other postretirement benefit plans as of December 31, 2006. Similar to the pension plans discussed above, in 2006, the discount rate used to determine our benefit obligation was increased by 25 basis points to 5.90%. Net periodic benefit cost in 2007 for other postretirement benefit plans is expected to decrease by approximately $9.0 million to $144.0 million compared with 2006 primarily due to an increase in the discount rate and a change in the per capita claims cost, partially offset by a change in the health care trend factors. As a sensitivity measure, the effect of a 25 basis-point decrease in our discount rate assumption would increase our other postretirement net periodic benefit cost by approximately $4.7 million.

Restructuring and Other Related Charges

To streamline operations and rationalize manufacturing facilities through our productivity initiatives, we periodically record restructuring and other related charges. As a result, we have made estimates and judgments regarding our future plans, including future termination benefits and other exit costs to be incurred when the restructuring actions take place. In connection with these actions, management also assesses the recoverability of long-lived assets employed in the business. These estimates and assumptions are closely monitored by management and periodically adjusted as circumstances warrant. For instance, expected asset lives may be shortened or an impairment recorded based on a change in the expected useful life or performance of the asset.

Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed our disclosure presented above.

74

Wyeth        

Results of Operations

2006 vs. 2005

Net Revenue

Worldwide Net revenue increased 9% to $20,350.7 million for 2006. U.S. and international net revenue increased 7% and 11%, respectively, for 2006. The following table sets forth worldwide Net revenue for 2006, 2005 and 2004 by reportable segment together with the percentage changes in worldwide Net revenue from prior years:

(Dollar amounts in millions)	Year Ended December 31,						% Increase (Decrease)
Net Revenue	2006		2005		2004		2006 vs. 2005	2005 vs. 2004
Pharmaceuticals	$	16,884.2	$	15,321.1	$	13,964.1	10%	10%
Consumer Healthcare		2,530.2		2,553.9		2,557.4	(1)%	—
Animal Health		936.3		880.8		836.5	6%	5%
Consolidated net revenue	$	20,350.7	$	18,755.8	$	17,358.0	9%	8%

The following table sets forth the percentage changes in 2006 and 2005 worldwide Net revenue by reportable segment and geographic area compared with the prior year, including the effect volume, price and foreign exchange had on these percentage changes:

	% Increase (Decrease) Year Ended December 31, 2006				% Increase (Decrease) Year Ended December 31, 2005
	Volume	Price	Foreign Exchange	Total Net Revenue	Volume	Price	Foreign Exchange	Total Net Revenue
Pharmaceuticals
United States	3%	6%	—	9%	3%	4%	—	7%
International	12%	(2)%	2%	12%	13%	—	1%	14%
Total	7%	2%	1%	10%	7%	3%	—	10%
Consumer Healthcare
United States	(3)%	—	—	(3)%	(3)%	—	—	(3)%
International	(1)%	1%	2%	2%	(2)%	3%	3%	4%
Total	(2)%	—	1%	(1)%	(3)%	2%	1%	—
Animal Health
United States	—	5%	—	5%	(5)%	5%	—	—
International	3%	2%	2%	7%	6%	1%	3%	10%
Total	1%	4%	1%	6%	—	3%	2%	5%
Total
United States	2%	5%	—	7%	1%	4%	—	5%
International	10%	(1)%	2%	11%	11%	—	1%	12%
Total	5%	3%	1%	9%	6%	2%	—	8%

Pharmaceuticals

Worldwide Pharmaceuticals net revenue increased 10% for 2006. Excluding the favorable impact of foreign exchange, worldwide Pharmaceuticals net revenue increased 9% for 2006. U.S. Pharmaceuticals net revenue increased 9% for 2006 due primarily to higher sales of the Premarin family of products, Effexor and Protonix, as well as increased alliance revenue offset, in part, by lower sales of oral contraceptives. The increase in the Premarin family of products net revenue reflects price increases. The increase in Effexor net revenue was primarily due to price increases, which were offset, in part, by lower volume, and the growth in Protonix net revenue was attributable to increased prescription growth within the higher margin managed care segment. The Medicare Prescription Drug Improvement and Modernization Act of 2003 included a prescription drug benefit for individuals eligible for Medicare. This benefit first went into

75

Wyeth        

effect on January 1, 2006. Although the prescription drug benefit had a modest beneficial impact on our results in 2006, it is difficult to predict the impact that this benefit will have on our business over the long term.

International Pharmaceuticals net revenue increased 12% for 2006 due primarily to higher sales of Enbrel (for which we have exclusive rights outside the United States and Canada), Prevnar (resulting from the launch of Prevnar in 14 new markets as well as the addition of Prevnar to 10 new national immunization programs during 2006), our Nutrition product line, and Effexor offset, in part, by lower sales of Zoton, which currently is experiencing generic competition in the United Kingdom and other European countries. International alliance revenue increased 12% for 2006 as a result of higher sales of Enbrel in Canada.

Consumer Healthcare

Worldwide Consumer Healthcare net revenue decreased 1% for 2006. Excluding the favorable impact of foreign exchange, worldwide Consumer Healthcare net revenue decreased 2% for 2006. U.S. Consumer Healthcare net revenue decreased 3% for 2006 due primarily to lower sales of Solgar products, as that product line was divested in 2005, and lower sales of Robitussin and Advil Cold & Sinus, which were negatively impacted by retailer actions and legislation related to pseudoephedrine-containing products offset, in part, by higher sales of Advil.

International Consumer Healthcare net revenue increased 2% for 2006 due primarily to higher sales of Centrum, Advil and Caltrate, partially offset by the absence of sales of Solgar products, which were divested in 2005.

Animal Health

Worldwide Animal Health net revenue increased 6% for 2006. Excluding the favorable impact of foreign exchange, worldwide Animal Health net revenue increased 5% for 2006. U.S. Animal Health net revenue increased 5% as a result of higher sales of livestock and companion animal products offset, in part, by lower sales of equine products.

International Animal Health net revenue increased 7% for 2006 due to higher sales of livestock, companion animal, equine and poultry products.

76

Wyeth        

Significant Product Results

The following tables sets forth significant 2006, 2005 and 2004 Pharmaceuticals, Consumer Healthcare and Animal Health worldwide net revenue by product:

Pharmaceuticals
(In millions)	2006		2005		2004
Effexor	$	3,722.1	$	3,458.8	$	3,347.4
Prevnar		1,961.3		1,508.3		1,053.6
Protonix		1,795.0		1,684.9		1,590.6
Enbrel		1,499.6		1,083.7		680.0
Nutrition		1,200.8		1,040.9		943.3
Premarin family		1,050.9		908.9		880.2
Zosyn/Tazocin		972.0		891.6		760.3
Oral contraceptives		454.9		525.3		590.1
BeneFIX		357.6		343.3		301.5
Rapamune		336.9		300.2		259.0
rhBMP-2		308.0		236.3		165.3
ReFacto		305.6		268.4		249.4
Zoton		130.8		375.7		447.7
Tygacil		71.5		10.0		—
Alliance revenue		1,339.2		1,146.5		789.9
Other		1,378.0		1,538.3		1,905.8
Total Pharmaceuticals	$	16,884.2	$	15,321.1	$	13,964.1
Consumer Healthcare
(In millions)	2006		2005		2004
Centrum	$	657.1	$	634.0	$	616.6
Advil		620.2		514.0		490.4
Robitussin		225.5		253.2		237.9
Caltrate		195.1		189.2		179.0
ChapStick		127.9		134.4		123.2
Preparation H		103.1		104.8		102.3
Dimetapp		81.7		80.4		87.8
Alavert		49.8		49.5		56.0
Advil Cold & Sinus		61.0		122.4		129.7
Solgar(1)		—		58.5		105.5
Other		408.8		413.5		429.0
Total Consumer Healthcare	$	2,530.2	$	2,553.9	$	2,557.4
Animal Health
(In millions)	2006		2005		2004
Livestock products	$	405.5	$	377.2	$	351.0
Companion animal products		283.9		257.8		252.6
Equine products		135.5		138.2		138.2
Poultry products		111.4		107.6		94.7
Total Animal Health	$	936.3	$	880.8	$	836.5

(1) The Solgar product line was sold to NBTY, Inc. for approximately $115.0 in the 2005 third quarter.

77

Wyeth        

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. Chargebacks/rebates are the only deductions from gross revenue that we consider significant. 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. Except for chargebacks/rebates, provisions for each of the other components of sales deductions were individually less than 2% of gross sales.

The change in our accruals for chargebacks/rebates, product returns, cash discounts and all other sales deductions for 2006, 2005 and 2004 was as follows:

(In millions)	Chargebacks/ Rebates			Product Returns			Cash Discounts			Other Sales Deductions			Total
Balance at January 1, 2004	$	750.3		$	218.0		$	21.9		$	97.2		$	1,087.4
Provision		2,362.5			214.0			258.8			191.2			3,026.5
Payments/credits		(2,195.8	)		(272.1	)		(255.8	)		(188.0	)		(2,911.7	)
Balance at December 31, 2004		917.0			159.9			24.9			100.4			1,202.2
Provision		2,386.1			177.8			255.3			175.9			2,995.1
Payments/credits		(2,537.6	)		(201.2	)		(253.6	)		(185.4	)		(3,177.8	)
Balance at December 31, 2005		765.5			136.5			26.6			90.9			1,019.5
Provision		2,290.2			152.3			255.1			196.5			2,894.1
Payments/credits		(2,321.8	)		(159.5	)		(252.0	)		(206.1	)		(2,939.4	)
Balance at December 31, 2006	$	733.9		$	129.3		$	29.7		$	81.3		$	974.2

The decrease in the provision for chargebacks/rebates in 2006 was due primarily to our ongoing efforts in contracting strategy to seek, when available, higher margin business. The decrease was partially offset by an increase in chargebacks/rebates relating to Wholesaler Service Agreements.

The decrease in the provision for product returns in 2006 was due primarily to lower return reserves relating to Premarin and lower actual returns in 2006 compared with 2005.

Operating Expenses

The following table sets forth 2006, 2005 and 2004 Cost of goods sold and Selling, general and administrative expenses as a percentage of net revenue:

	% of Net Revenue			Increase/(Decrease)
	2006	2005	2004	2006 vs. 2005	2005 vs. 2004
Cost of goods sold	27.5%	29.0%	28.5%	(1.5)%	0.5%
Selling, general and administrative expenses	31.9%	32.6%	33.4%	(0.7)%	(0.8)%

Cost of Goods Sold

The decrease in Cost of goods sold, as a percentage of Net revenue, to 27.5% for 2006 compared with 29.0% for 2005 was due primarily to lower inventory adjustments in the Pharmaceuticals segment related to Premarin, European compliance losses and Zoton. This decrease was partially offset by unfavorable manufacturing variances and costs in the Pharmaceuticals

78

Wyeth        

segment, primarily for our Guayama, Puerto Rico manufacturing facility, and the impact of expensing stock option compensation as a result of adopting SFAS No. 123R. Gross margin was impacted favorably by increased alliance revenue (with no corresponding cost of goods sold) from higher sales of Enbrel in the United States and Canada, price increases in the United States, a more favorable product mix in the Pharmaceuticals and Consumer Healthcare segments due to higher sales of higher margin Prevnar and Effexor and a reduction in sales of lower margin products, including Zoton and our Solgar line of products, which was divested in the 2005 third quarter.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 6% while Net Revenue increased at a rate of 9% for 2006 compared with 2005. This difference is primarily attributable to the increase in net revenue of certain Pharmaceuticals products (e.g., Prevnar), which generally required lower promotional spending than other marketed Pharmaceuticals products. Selling, general and administrative expenses also were impacted by lower selling expenses (primarily lower sales-force costs) in the Pharmaceuticals and Consumer Healthcare segments offset, in part, by the impact of expensing stock option compensation as a result of adopting SFAS No. 123R and pre- and post-launch marketing costs for Tygacil, Lybrel, bifeprunox and Viviant.

Research and Development Expenses

The following table sets forth 2006, 2005 and 2004 total Research and development expenses and Pharmaceuticals research and development expenses together with the percentage changes from prior years:

	Year Ended December 31,						% Increase/(Decrease)
(Dollar amounts in millions)	2006		2005		2004		2006 vs. 2005	2005 vs. 2004
Research and development expenses	$	3,109.1	$	2,749.4	$	2,460.6	13%	12%
Pharmaceuticals research and development expenses		2,896.6		2,557.5		2,307.2	13%	11%
Pharmaceuticals as a percentage of total research and development expenses		93%		93%		94%	—	(1)%

The increase in Research and development expenses for 2006 was due primarily to higher salary-related expenses, the impact of expensing stock options as a result of adopting SFAS No. 123R, higher consulting services related to Enbrel and other products, higher cost-sharing expenses related to the Progenics and Trubion collaborations, and higher clinical expenses primarily related to Aprela, Tygacil, Pristiq, Viviant, Prevnar and Effexor in the Pharmaceuticals segment. Research and development expenses for 2005 included costs associated with a number of licensing agreements, including key collaborations with Progenics and Trubion that resulted in upfront payments of approximately $100.0 million. Pharmaceuticals research and development expenses, as a percentage of worldwide Pharmaceuticals net revenue, exclusive of Nutrition sales, were 18% for each of the years 2006, 2005 and 2004.

Interest (Income) Expense and Other Income

The following table sets forth selected information about Interest (income) expense, net and Other income, net for 2006, 2005 and 2004, together with percentage changes from prior years:

	Year Ended December 31,							% Increase/(Decrease)
(Dollar amounts in millions)	2006			2005		2004		2006 vs. 2005	2005 vs. 2004
Interest (income) expense, net	$	(6.6	)	$	74.8	$	110.3	—	(32)%
Other income, net		271.5			397.9		330.1	(32)%	21%

Interest (Income) Expense, net

The decrease in Interest (income) expense, net for 2006 was due primarily to higher interest income earned on higher cash balances in 2006 vs. 2005 and higher capitalized interest offset, in part, by higher interest expense. Weighted average debt outstanding during 2006 and 2005 was $9,171.9 million and

79

Wyeth        

$8,040.1 million, respectively. The increase in weighted average debt, due mainly to the Notes issued in November 2005 as well as to an increase in interest rates applicable to floating rate debt, including our Convertible Senior Debentures, resulted in the increase in interest expense in 2006. The increase in capitalized interest resulted from spending for long-term capital projects in process.

Other Income, net

Other income, net decreased for 2006 primarily as a result of lower gains on sales of non-strategic Pharmaceuticals and Consumer Healthcare product rights and lower royalty income in the Pharmaceuticals segment.

2005 vs. 2004

Net Revenue

Pharmaceuticals

In 2005, worldwide Pharmaceuticals net revenue increased 10%. There was no foreign exchange impact. U.S. Pharmaceuticals net revenue increased 7% for 2005 due primarily to higher sales of Prevnar, Protonix, rhBMP-2 and Zosyn, as well as increased alliance revenue offset, in part, by lower sales of Synvisc, which was divested in January 2005. Higher sales of Prevnar reflected a return to the full-dose vaccination schedule, the resolution of manufacturing issues that limited production in the first half of 2004 and a catch-up of deferred doses from 2004 that resulted from supply constraints. The increase in Zosyn net revenue reflected growth resulting primarily from higher volume compared with the prior year, and the growth in Protonix net revenue was attributable to increased prescription growth within the managed care segment. Alliance revenue increased 41% for 2005, predominantly from sales of Enbrel in the United States and Canada.

International Pharmaceuticals net revenue increased 14% for 2005 due primarily to higher sales of Enbrel (for which we have exclusive rights outside the United States and Canada), Prevnar (aided by increased manufacturing and filling capacity), Wyeth Nutrition, Effexor and Tazocin offset, in part, by lower sales of Zoton. International alliance revenue increased 88% for 2005 as a result of higher sales of the CYPHER stent. Our patent protection for Zoton in the United Kingdom, the principal market for Zoton, which we sell exclusively outside the United States, expired in December 2005.

Consumer Healthcare

In 2005, worldwide Consumer Healthcare net revenue remained constant (decreased 1% excluding the favorable impact of foreign exchange). U.S. Consumer Healthcare net revenue decreased 3% for 2005 due primarily to lower sales of Solgar products, as that product line was divested in 2005, and lower sales of Centrum, Advil Cold & Sinus, Alavert and Dimetapp offset, in part, by higher sales of Robitussin, ChapStick and Advil.

International Consumer Healthcare net revenue increased 4% for 2005 due primarily to higher sales of Centrum, Advil and Caltrate, partially offset by lower sales of Solgar products.

Animal Health

In 2005, worldwide Animal Health net revenue increased 5% (3% excluding the favorable impact of foreign exchange). U.S. Animal Health net revenue decreased slightly as a result of lower sales of ProHeart products and lower sales of equine products offset, in part, by higher sales of companion animal, livestock and poultry products. ProHeart products, which are included in the companion animal products category, were negatively impacted by product returns and reduced product sales resulting from the voluntary recall of ProHeart 6 in the U.S. market in September 2004.

International Animal Health net revenue increased 10% for 2005 due to higher sales of livestock, poultry and companion animal products.

80

Wyeth        

Sales Deductions

In 2005, the increase in the provision for chargebacks/rebates was due primarily to higher rebate rates during the first quarter of 2005. This increase was partially offset by the change in mix of Protonix rebates from the more heavily discounted Medicaid segment to the less heavily discounted managed care segment.

The decrease in the provision for product returns in 2005 was due primarily to the non-recurrence of returns reserves established for the voluntary recall of ProHeart 6 during the 2004 third quarter.

Except for chargebacks/rebates, provisions for each of the other components of sales deductions, including product returns, were individually less than 2% of gross sales.

Operating Expenses

Cost of Goods Sold

The increase in Cost of goods sold, as a percentage of Net revenue, was due primarily to charges of $137.7 million associated with our productivity initiatives. These charges were allocated to the Corporate segment and related primarily to accelerated depreciation and severance costs. Excluding the productivity initiatives charges, Cost of goods sold, as a percentage of Net revenue, decreased to 28.2% for 2005 compared with 28.5% for 2004. This decrease was due primarily to a favorable product mix (due to increased sales of higher margin Prevnar and Effexor offset by higher sales of lower margin Nutrition products in the Pharmaceuticals segment), the impact of favorable manufacturing variances in the Pharmaceuticals and Animal Health segments, and lower inventory adjustments in the Consumer Healthcare and Animal Health segments. The decrease was offset, in part, by higher inventory adjustments in the Pharmaceuticals segment, primarily related to a provision for Zoton as a result of generic competition, and certain costs related to plant reorganization activity in the Pharmaceuticals and Consumer Healthcare segments. Additionally, Cost of goods sold was impacted by higher royalty costs as a result of higher sales of Enbrel and Prevnar. Gross margin was impacted favorably by increased alliance revenue (with no corresponding cost of goods sold) from higher sales of Enbrel in the United States and Canada.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 5% while Net revenue increased at a rate of 8% for 2005 as compared with 2004. This difference is primarily attributable to the significant increase in net revenue of certain Pharmaceuticals products (e.g., Prevnar), which generally require lower promotional spending than other marketed Pharmaceuticals products. Selling, general and administrative expenses also were impacted by higher marketing expenses in the United States and Canada for pre- and post-launch activities for Tygacil, for the Premarin family of products and for Enbrel offset, in part, by decreased spending for Synvisc, which was divested in January 2005. Selling, general and administrative expenses for 2005 included additional costs associated with our productivity initiatives (included in the Corporate segment), higher salary-related expenses in the Pharmaceuticals segment and lower general insurance costs.

Research and Development Expenses

The increase in Research and development expenses for 2005 was due primarily to higher salary-related expenses, higher facility costs associated with two research and development facilities that were not on line until late in 2004, and higher other research operating expenses (including higher chemicals and materials expenses) in the Pharmaceuticals segment. Research and development expenses for 2005 also included costs associated with a number of licensing agreements, including key collaborations with Progenics and Trubion. Upfront payments associated with these two collaborations were approximately $100.0 million. Research and development expenses for 2004 included the impact of the upfront payment of $145.5 million made in connection with the agreement entered into with Solvay to co-develop and co-commercialize four neuroscience compounds.

81

Wyeth        

Interest (Income) Expense and Other Income

Interest (Income) Expense, net

The decrease in Interest (income) expense, net for 2005 was due primarily to higher interest income earned on higher cash balances in 2005 vs. 2004 offset, in part, by higher interest expense and lower capitalized interest. Weighted average debt outstanding during 2005 and 2004 was $8,040.1 million and $8,247.3 million, respectively. The impact of lower weighted average debt outstanding on interest expense was offset by lower interest income received on interest rate swaps in 2005. The lower capitalized interest resulted from reduced spending for long-term capital projects in process, primarily due to the completion of the Grange Castle facility in Ireland.

Other Income, net

Other income, net increased for 2005 primarily as a result of higher royalty income in the Pharmaceuticals segment, higher gains on sales of non-strategic Pharmaceuticals and Consumer Healthcare product rights, and lower foreign exchange losses. The increase in Other income, net was partially offset by lower net gains on sales of fixed assets, which included a $40.2 million pre-tax gain on the sale of the Marietta, Pennsylvania, manufacturing facility, as well as a $54.8 million write-off of certain assets at our Pearl River, New York, manufacturing facility.

2006, 2005 and 2004 Significant Items

Productivity Initiatives

During 2006, we continued with our long-term global productivity initiatives, which were launched in 2005, to adapt to the changing pharmaceutical environment. The guiding principles of these initiatives include innovation, cost saving, process excellence and accountability, with an emphasis on improving productivity. In July 2006, we established the Global Business Operations initiative as part of the productivity initiatives and entered into a master services agreement with Accenture to deliver transactional and administrative support services beginning in 2007 for certain process areas within our finance and accounting, information services, human resources and procurement functions. In addition, we are improving our drug development process, including establishing early clinical development centers, improving logistics for shipping clinical materials and instituting remote data capture. In 2006, we recorded net pre-tax charges of $218.6 million ($154.5 million after-tax or $0.11 per share-diluted) related to our long-term productivity initiatives. In 2005, we recorded net pre-tax charges of $190.6 million ($137.1 million after-tax or $0.10 per share-diluted) related to our long-term productivity initiatives. Since inception of our productivity initiatives, total net pre-tax charges of $409.2 million have been recorded. Total costs included severance and other related personnel costs of $268.3 million, accelerated depreciation for certain facilities expected to be closed of $128.0 million and other period costs related to the implementation of the initiatives of $53.1 million offset, in part, by an asset sale gain of $40.2 million. The asset sale gain related to the sale of our Marietta, Pennsylvania, manufacturing facility.

These productivity initiatives relate primarily to the Pharmaceuticals segment and were recorded to recognize the costs of closing certain manufacturing facilities and the elimination of certain positions at our facilities and within the Pharmaceuticals sales force. Specifically, we implemented a three-year transitional plan to phase out our pharmaceutical manufacturing site at Rouses Point, New York, terminated manufacturing operations at our Shiki, Japan, facility and initiated the reorganization of certain other production lines. In addition, we implemented a new primary care Pharmaceuticals sales model in the United States. Approximately 2,300 positions were eliminated as a result of these initiatives.

We expect additional costs as other strategic decisions are made, such as asset impairments, accelerated depreciation, personnel costs and other exit costs, as well as certain implementation costs associated with the initiatives, to continue for several years. We expect our total charges associated with our productivity initiatives to be approximately $750.0 million to $1,000.0 million, on a pre-tax basis (see Note 3 to our consolidated financial statements, Productivity Initiatives).

82

Wyeth        

Diet Drug Litigation Charges

We recorded a charge of $4,500.0 million ($2,625.0 million after-tax or $1.94 per share-diluted) in 2004 to increase the reserve relating to our diet drug litigation, bringing the total of the pre-tax charges taken to date to $21,100.0 million. The $2,739.9 million reserve at December 31, 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 we do not believe that the amount of any such additional reserves is likely to be material (see Note 14 to our consolidated financial statements, Contingencies and Commitments, and the “Liquidity, Financial Condition and Capital Resources” section herein for further discussion regarding our additional financing requirements for diet drug litigation).

Income Tax Adjustments and Charge

In 2006, we recorded a favorable income tax adjustment of $70.4 million ($0.05 per share-diluted) within the Provision (benefit) 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 carryforwards. Valuation allowances had previously been provided for certain state deferred tax assets due to the uncertainty of generating sufficient taxable income in these state jurisdictions as a result of our diet drug litigation (see Note 10 to our consolidated financial statements, Income Taxes). Given the progress made during 2006 in resolving the diet drug litigation claims there is now greater certainty regarding the status of the litigation. We considered these circumstances in re-evaluating the realizability of the state deferred tax assets.

In 2005, we recorded an income tax charge of $170.0 million ($0.12 per share-diluted) within the Provision (benefit) for income taxes resulting from the decision to repatriate approximately $3,100.0 million of foreign earnings in accordance with the American Jobs Creation Act of 2004, which provided a temporary incentive for U.S. multinational companies to repatriate foreign earnings (see Note 10 to our consolidated financial statements, Income Taxes).

In 2004, we recorded a favorable income tax adjustment of $407.6 million ($0.30 per share-diluted) within the Provision (benefit) for income taxes related to settlements of audit issues offset, in part, by a provision related to developments in the third quarter in connection with a prior year tax matter (see Note 10 to our consolidated financial statements, Income Taxes).

Stock-Based Compensation

Effective January 1, 2006, we adopted SFAS No. 123R, which requires the expensing of stock options. As a result, our 2006 results include stock option expense of $235.2 million ($170.8 million after tax or $0.12 per share-diluted). Our 2005 and 2004 results, which have not been restated to include the impact of stock options, would have included a charge of $290.1 million ($227.6 million after-tax or $0.17 per share-diluted) and $323.7 million ($259.3 million after-tax or $0.19 per share-diluted), respectively (see Note 12 to our consolidated financial statements, Stock-Based Compensation).

Co-development and Co-commercialization Agreement

In 2004, we entered into an agreement with Solvay to co-develop and co-commercialize four neuroscience compounds. We recorded an upfront payment of $145.5 million ($94.6 million after-tax or $0.07 per share-diluted) within Research and development expenses in connection with the agreement (see Note 2 to our consolidated financial statements, Significant Transactions).

83

Wyeth        

Income (Loss) before Income Taxes

The following table sets forth 2006, 2005 and 2004 worldwide Income (loss) before income taxes by reportable segment together with the percentage changes in worldwide Income (loss) before income taxes from prior years:

(Dollar amounts in millions)	Year Ended December 31,									% Increase/(Decrease)
Income (Loss) before Income Taxes	2006			2005			2004			2006 vs. 2005	2005 vs. 2004
Pharmaceuticals(1)(3)	$	5,186.4		$	4,544.9		$	4,040.1		14%	12%
Consumer Healthcare(3)		516.2			574.3			578.6		(10)%	(1)%
Animal Health(3)		163.7			139.4			134.8		17%	3%
Corporate(2)(3)		(436.4	)		(478.0	)		(4,883.3	)	9%	—
Total(3)(4)	$	5,429.9		$	4,780.6		$	(129.8	)	14%	—

(1) Pharmaceuticals included a 2004 charge of $145.5 within Research and development expenses related to the upfront payment to Solvay in connection with the co-development and co-commercialization of four neuroscience compounds (see Note 2 to our consolidated financial statements). Excluding the upfront payment, Pharmaceuticals income before income taxes increased 9% for 2005.

(2) 2006 and 2005 Corporate included a net charge of $218.6 and $190.6, respectively, related to our productivity initiatives (see Note 3 to our consolidated financial statements). The initiatives related to the reportable segments as follows:

• 2006 - Pharmaceuticals — $198.0, Consumer Healthcare — $11.5 and Animal Health — $9.1.

• 2005 - Pharmaceuticals — $186.2 and Consumer Healthcare — $4.4.

2004 Corporate included a litigation charge of $4,500.0 relating to our diet drug litigation (see Note 14 to our consolidated financial statements). The charge related to the Pharmaceuticals reportable segment.

Excluding the 2006 and 2005 productivity initiatives charges and the 2004 diet drug litigation charges, Corporate expenses, net decreased 24% for 2006 and 25% for 2005.

(3) Stock-based compensation expense for 2006 has been recorded in accordance with SFAS No. 123R, which we adopted as of January 1, 2006. See Note 12 to our consolidated financial statements. Income before income taxes for 2006 included stock-based compensation expense of $393.3 for stock options, restricted stock and performance share awards. For 2006, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals — $274.7, Consumer Healthcare — $27.0, Animal Health — $11.0 and Corporate — $80.6. Income (loss) before taxes for 2005 and 2004 included stock-based compensation expense of $108.5 and $24.6, 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 2005, stock-based compensation was recorded within the reportable segments as follows: Pharmaceuticals — $57.3, Consumer Healthcare — $5.5, Animal Health — $2.3 and Corporate — $43.4. For 2004, stock-based compensation was recorded within Corporate — $24.6. If stock options had been expensed in 2005 and 2004, Income (loss) before taxes would have been reduced by $290.1 and $323.7, respectively.

(4) Excluding the 2006 and 2005 productivity initiatives charges, the 2004 litigation charge and the 2004 upfront payment to Solvay and assuming the expensing of stock options in 2005 and 2004, total Income (loss) before income taxes increased 21% and 12% for 2006 and 2005, respectively.

The following explanations of changes in Income (loss) before income taxes, by reportable segment, for 2006 compared with 2005 and 2005 compared with 2004 exclude the items listed in footnote (2) to the table above.

84

Wyeth        

Pharmaceuticals

Worldwide Pharmaceuticals income before income taxes increased 14% for 2006 due primarily to higher worldwide net revenue, higher gross profit margins earned on worldwide sales of Pharmaceuticals products, and lower selling and general expenses, as a percentage of net revenue, offset, in part, by higher research and development expenses and lower other income, net. The increase in research and development expenses reflects increases in clinical studies and cost-sharing arrangements.

Worldwide Pharmaceuticals income before income taxes increased 12% for 2005 due primarily to higher worldwide net revenue, higher gross profit margins earned on worldwide sales of Pharmaceuticals products, and lower selling and general expenses, as a percentage of net revenue, offset, in part, by higher research and development expenses and lower other income, net. The increase in research and development expenses reflects the impact of payments related to a number of licensing agreements, including key collaborations with Progenics and Trubion.

Consumer Healthcare

Worldwide Consumer Healthcare income before income taxes decreased 10% for 2006 due primarily to lower net revenue, higher research and development expenses and lower other income, net offset, in part, by slightly higher gross profit margins earned on worldwide net revenue. 2006 was 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 federal and state legislation in connection with pseudoephedrine-containing products.

Worldwide Consumer Healthcare income before income taxes decreased 1% for 2005 due primarily to higher selling and general expenses, as a percentage of net revenue, and higher research and development expenses offset, in part, by higher other income, net as a result of a gain from the divestiture of the Solgar line of products and higher gross profit margins earned on worldwide sales of Consumer Healthcare products. The increase in selling and general expenses was due primarily to higher international marketing and selling expenses.

Animal Health

Worldwide Animal Health income before income taxes increased 17% for 2006 due primarily to higher worldwide net revenue and increased gross profit margins earned on worldwide sales of Animal Health products and other income, net offset, in part, by higher selling and general expenses as a percentage of net revenue and research and development expenses.

Worldwide Animal Health income before income taxes increased 3% for 2005 due primarily to higher net revenue and lower selling and general expenses, as a percentage of net revenue, offset, in part, by higher research and development expenses and lower gross profit margins earned on worldwide sales of Animal Health products. Lower gross margins were due primarily to a less profitable product mix due to lower sales of higher margin ProHeart 6 and equine biologicals.

Corporate

Corporate expenses, net decreased 24% for 2006 due primarily to net interest becoming income compared with interest expense in the prior period, partially offset by the non-recurrence of certain 2005 items. Corporate expenses, net decreased 25% for 2005 due primarily to lower general and administrative expenses and lower interest expense, net.

Income Tax Rate

The resulting income tax rates for 2006, 2005 and 2004, excluding certain items affecting comparability and assuming the expensing of stock options in 2005 and 2004, were 24.2%, 20.2% and 21.6%, respectively. See Note 10 to our consolidated financial statements and the “2006, 2005 and 2004 Significant Items” section herein for further information related to our income tax rate and for a discussion of certain

85

Wyeth        

items affecting comparability. The increase between 2006 and 2005 reflects 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.

Consolidated Net Income and Diluted Earnings per Share

Net income and diluted earnings per share in 2006 increased to $4,196.7 million and $3.08, respectively, compared with $3,656.3 million and $2.70 for 2005.

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 of 2006 vs. 2005 and 2005 vs. 2004 results of operations are influenced by the impact of the following items that are included in net income and diluted earnings per share:

2006:

• Net charges of $218.6 million ($154.5 million after-tax or $0.11 per share-diluted) related to our productivity initiatives and recorded as follows: $129.2 million within Cost of goods sold, $78.0 million within Selling, general and administrative expenses, and $11.4 million within Research and development expenses; and

• Income tax adjustment of $70.4 million ($0.05 per share-diluted) within the Provision (benefit) for income taxes related to the reduction of certain deferred tax asset valuation allowances.

2005:

• Net charges of $190.6 million ($137.1 million after-tax or $0.10 per share-diluted) related to our productivity initiatives and recorded as follows: $137.7 million within Cost of goods sold, $85.6 million within Selling, general and administrative expenses, and $7.5 million within Research and development expenses offset, in part, by an asset sale gain of $40.2 million recorded within Other income, net; and

• Income tax charge of $170.0 million ($0.12 per share-diluted) within the Provision (benefit) for income taxes recorded in connection with our decision to repatriate approximately $3,100.0 million of foreign earnings.

2004:

• Diet drug litigation charge of $4,500.0 million ($2,625.0 million after-tax or $1.94 per share-diluted);

• Favorable income tax adjustment of $407.6 million ($0.30 per share-diluted) within the Provision (benefit) for income taxes related to settlements of audit issues offset, in part, by a provision related to developments in the third quarter in connection with a prior year tax matter; and

• Upfront payment of $145.5 million ($94.6 million after-tax or $0.07 per share-diluted) to Solvay within Research and development expenses.

The 2006 and 2005 productivity initiatives charges, which included costs of closing certain manufacturing facilities and the elimination of certain positions at our facilities, have been identified as significant items by our management as these charges are not considered to be indicative of continuing operating results. The 2004 diet drug charge increased the reserve balance for a continuing legal matter that first resulted in a charge in 1999 and has been identified by our management as a significant item due to its magnitude. The 2006 income tax adjustment related to a reduction of certain deferred tax asset allowances, and the 2005 income tax charge, which related to the repatriation of foreign earnings in accordance with the American Jobs Creation Act of 2004, and the 2004 income tax adjustment, which related to certain prior tax years, have each been identified as a significant item by our management due to their nature and magnitude. The 2004 significant upfront payment related to the co-development and co-commercialization of the four neuroscience compounds being developed with Solvay, which was immediately expensed and included in Research and development expenses, also has been identified as a significant item.

86

Wyeth        

In addition, effective January 1, 2006, we adopted SFAS No. 123R, which requires the expensing of stock options. As a result, the 2006 results include stock option expense of $235.2 million ($170.8 million after-tax or $0.12 per share-diluted). The 2005 and 2004 results, which have not been restated to include the impact of stock options, would have included a charge of $290.1 million ($227.6 million after-tax or $0.17 per share-diluted) and $323.7 million ($259.3 million after-tax or $0.19 per share-diluted), respectively. Our management believes that including this expense as part of the 2005 and 2004 results provides a more meaningful comparison of our operations for these accounting periods.

Management believes that isolating the items identified above when reviewing our results provides a useful view of ongoing operations for these accounting periods.

For further details related to the items listed above, refer to the discussion of “2006, 2005 and 2004 Significant Items” herein.

Adjusting for the items noted above, net income was $4,280.8 million, $3,735.8 million and $3,286.7 million for 2006, 2005 and 2004, respectively.

Adjusting for the items noted above, which affect comparability, the increase in net income for 2006 was due primarily to higher Net Revenue, lower Cost of goods sold and lower 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, lower Other income, net and increased income taxes.

The decrease in Cost of goods sold, as a percentage of net revenue, for 2006 was primarily due to lower inventory adjustments in the Pharmaceuticals segment related to Premarin, European compliance losses and Zoton. This decrease was partially offset by unfavorable manufacturing variances and costs in the Pharmaceuticals segment, primarily for our Guayama, Puerto Rico manufacturing facility. Gross margin was impacted favorably by increased alliance revenue (with no corresponding cost of goods sold) from higher sales of Enbrel in the United States and Canada, price increases in the United States, a more favorable product mix in the Pharmaceuticals and Consumer Healthcare segments due to higher sales of higher margin Prevnar and Effexor and a reduction in sales of lower margin products, including Zoton and our Solgar product line, which was divested in the 2005 third quarter. The lower Selling, general and administrative expenses were due primarily to lower sales force-related selling expenses, and lower Other income, net was due primarily as a result of lower royalty income in the Pharmaceuticals segment and lower gains on sales of non-strategic Pharmaceuticals and Consumer Healthcare product rights. The increase in Research and development expenses was due primarily to higher salary-related expenses, consulting services fees, cost-sharing expenses and clinical expenses.

Excluding the items noted above, the increase in net income for 2005 was due primarily to higher Net revenue, lower Cost of goods sold as a percentage of net revenue, higher Other income, net and lower Interest (income) expense, net offset, in part, by higher Selling, general and administrative expenses and research and development spending.

The 2005 decrease in Cost of goods sold, as a percentage of net revenue, was primarily due to a favorable product mix, which resulted primarily from increased sales of higher margin Prevnar and Effexor offset by higher sales of lower margin Nutrition products, as well as the impact of favorable manufacturing variances. The increase in gross margin for 2005 was primarily due to higher alliance revenue (with no corresponding cost of goods sold) from higher sales of Enbrel in the United States and Canada. Additionally, Cost of goods sold was impacted by higher royalty costs due to higher sales of Enbrel and Prevnar, higher inventory adjustments primarily related to a provision for Zoton as a result of generic competition and certain costs related to plant reorganization activity. The higher Selling, general and administrative expenses were due primarily to higher marketing and salary-related expenses, and higher Other income, net was due primarily as a result of higher royalty income and higher gains from product divestitures. The increase in Research and development expenses was due primarily to higher salary-related expenses, facility costs, and licensing and collaboration agreement expenses.

87

Wyeth        

Liquidity, Financial Condition and Capital Resources

Cash and Cash Equivalents

Our cash and cash equivalents decreased $837.6 million and total debt decreased by $23.7 million in 2006, including the fair value change of interest rate swaps. The activity of these cash flows during 2006 related primarily to the following items:

• Proceeds of $915.3 million related to the sales and maturities of marketable securities;

• Proceeds of $515.9 million related to the exercises of stock options; and

• Proceeds of $69.2 million related to sales of assets, including property, plant and equipment, and the divestiture of certain Pharmaceuticals and Consumer Healthcare products.

These sources of cash were partially offset by the following items:

• Payments of $2,972.7 million related to our diet drug litigation. In 2006, $400.0 million of these payments were paid from the Seventh Amendment security fund. As discussed in Note 14 to our consolidated financial statements, during 1999, we announced a nationwide class action settlement to resolve litigation brought against us regarding the use of the diet drugs Redux or Pondimin. Payments into the Trust may continue, if necessary, until 2018. Payments made to date and future payments related to the diet drug litigation are anticipated to be financed through existing cash resources, cash flows from operating activities and commercial paper borrowings (if available), as well as term debt financings and international earnings remitted back to the United States, if necessary;

• Payments of $2,239.0 million related to the purchases of marketable securities;

• Dividends totaling $1,358.8 million consisting primarily of our annual common stock dividend of $1.01 per share;

• Capital expenditures of $1,289.8 million due primarily to production capacity expansion worldwide, including biotechnology facilities, research and development facilities, and the improvement of compliance of U.S. technical operations and product supply processes. We expect capital expenditures in 2007 to be consistent with 2006 spending levels;

• Purchases of common stock for treasury totaling $664.6 million;

• Contributions to fund our defined benefit and defined contribution pension plans totaling $271.9 million;

• Purchase of an additional equity interest in an affiliate company totaling $102.2 million; and

• Payments of $12.1 million related to the repayment of debt.

• The reduction in deferred tax benefits of $630.1 million reduced the amount of taxes otherwise payable in 2006, and thereby, increased cash flow.

The change in working capital, which used $222.4 million of cash as of December 31, 2006, excluding the effects of foreign exchange, primarily consisted of the following:

• Increase in accounts receivable of $238.8 million primarily due to increases in Pharmaceuticals sales; and

• Accounts payable and accrued expenses increased $70.9 million, excluding diet drug litigation payments, primarily due to the timing of payments associated with accounts payable and an increase in interest and marketing and selling costs, partially offset by a decrease in managed care rebates.

88

Wyeth        

Total Debt

At December 31, 2006, we had outstanding $9,221.0 million in total debt, which consisted of notes payable and other debt. We had no commercial paper outstanding as of December 31, 2006. Current debt at December 31, 2006, classified as Loans payable, consisted of $124.2 million of notes payable and other debt that are due within one year. We were in compliance with all debt covenants as of December 31, 2006.

As of December 31, 2006, we had net debt of $493.8 million that was calculated as total debt of $9,221.0 million reduced by liquid assets totaling $8,727.2 million, which consisted of cash and cash equivalents and marketable securities.

On October 24, 2003, Fitch Ratings (Fitch) downgraded our long-term rating to A- from A and our short-term rating to F-2 from F-1. As a result of the short-term credit rating downgrade by Fitch, our commercial paper, which previously traded in the Tier 1 commercial paper market, would trade in the Tier 2 commercial paper market, if issued. In 2006, Moody’s Investor Services (Moody’s) revised our outlook to positive from developing, upgraded our senior unsecured debt rating to A3 from Baa1 and affirmed our short-term debt rating. Standard and Poor’s (S&P) revised our rating outlook to stable from negative and affirmed our short-term and long-term debt ratings. Additionally, Fitch revised our rating outlook to stable from negative and affirmed our short-term and long-term debt ratings. The following represents our credit ratings as of the latest rating update:

	Moody’s	S&P	Fitch
Short-term debt	P-2	A-1	F-2
Long-term debt	A3	A	A-
Outlook	Positive	Stable	Stable
Last rating update	December 13, 2006	May 3, 2006	May 16, 2006

We entered into each of the transactions described below to allow for greater financial flexibility by obtaining lower interest rates and moving debt maturities out generally 10 or more years.

Credit Facilities

We maintain credit facilities with a group of banks and financial institutions consisting of a $1,350.0 million, five-year facility maturing in August 2010 and a $1,747.5 million, five-year facility maturing in February 2009. The credit facility agreements require us to maintain a ratio of consolidated adjusted indebtedness to adjusted capitalization not to exceed 60%. At December 31, 2006, 2005 and 2004, we had no outstanding borrowings under the facilities.

Notes

In November 2005, we issued $1,500.0 million of Notes in a transaction exempt from registration pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the Securities Act). These Notes consisted of two tranches, which pay interest semiannually on February 15 and August 15, as follows:

• $1,000.0 million 5.50% Notes due February 15, 2016

• $   500.0 million 6.00% Notes due February 15, 2036

In December 2003, we completed the redemption of $691.1 million of our $1,000.0 million aggregate principal amount of 7.90% Notes due 2005, resulting in $308.9 million in remaining Notes due 2005 outstanding at December 31, 2004, which were classified as Loans payable. In 2005, the $308.9 million

89

Wyeth        

was paid. In addition, we exercised a make-whole call option on our $1,000.0 million aggregate principal amount of 6.25% Notes due 2006. The redemption period for the make-whole call option ended January 12, 2004, and, as a result, as of December 31, 2003, the $1,000.0 million aggregate principal amount of 6.25% Notes due 2006 was classified as Loans payable. On January 12, 2004, the $1,000.0 million 6.25% Notes due 2006 were redeemed in full. In connection with the Note repurchases, we incurred early debt extinguishment costs of $152.0 million, which primarily relate to the excess of prepayment premiums and principal over the carrying value of the debt retired and the related write-off of debt issuance costs.

In order to fund the Note repurchases, and for other general purposes, we issued $3,000.0 million of Notes in December 2003 in an offering registered under the Securities Act as follows:

• $1,750.0 million 5.50% Notes due February 1, 2014

• $   500.0 million 6.45% Notes due February 1, 2024

• $   750.0 million 6.50% Notes due February 1, 2034

Concurrent with the offering of Notes described above, on December 16, 2003, we issued $1,020.0 million aggregate principal amount of Debentures due January 15, 2024 in a transaction exempt from registration pursuant to Rule 144A under the Securities Act.

During February 2003, we issued $1,800.0 million of Notes in an offering registered under the Securities Act. The issuance consisted of two tranches of Notes as follows:

• $   300.0 million 4.125% Notes due March 1, 2008

• $1,500.0 million 5.25% Notes due March 15, 2013

The interest rate payable on the series of Notes issued in February 2003 described above and the $1,500.0 million, 6.7% Notes issued in March 2001 (see Note 6 to the consolidated financial statements), were subject to a 0.25 percentage-point increase in the interest rate as a result of a downgrade in our credit rating by Moody’s in December 2003. As a result of the downgrade, we incurred incremental annual interest expense of $8.25 million in 2006 on the Notes. As of March 15, 2006, pursuant to the terms under which the Notes were issued, the interest rate payable for these Notes became the effective interest rate until maturity.

Additional Liquidity, Financial Condition and Capital Resource Information

At December 31, 2006, the carrying value of cash equivalents approximated fair value due to the short-term, highly liquid nature of cash equivalents, which have maturities of three months or less when purchased. Interest rate fluctuations would not have a significant effect on the fair value of cash equivalents held by us.

On January 27, 2006, our Board of Directors approved a share repurchase program allowing for the repurchase of up to 15,000,000 shares of our common stock (the Share Repurchase Program). We repurchased 13,016,400 shares during 2006. At December 31, 2006, we had 1,983,600 shares authorized for repurchase. On January 25, 2007, our Board of Directors amended the previously authorized Share Repurchase Program to allow for future repurchases of up to 30,000,000 shares, inclusive of 1,983,600 shares remaining under the existing program. We made no repurchases during 2005 and 2004.

We file tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. Our tax returns for years prior to 1998 generally are no longer subject to review as such years generally are closed. Taxing authorities in various jurisdictions are in the process of reviewing our tax returns for various post-1997 years, including the U.S. Internal Revenue Service (IRS), which currently is examining our 1998 through 2001 tax returns. We believe our tax accruals are adequate for all open years under current accounting standards. The IRS is examining the pricing of our cross-border arrangements. While we believe that the pricing of these arrangements is appropriate and that our reserves are adequate with respect to such pricing, it is possible that the IRS will propose adjustments in excess of such reserves and that conclusion of the audit will result in adjustments in excess of such reserves. An unfavorable resolution for open tax years could have a material effect on our results of operations or cash flows in the period in which an adjustment is recorded and in future periods. We believe that an unfavorable resolution for open tax years would not be material to our financial position; however, each year we record significant tax benefits with respect to our cross-border arrangements, and we cannot exclude the possibility of a resolution that is material to our financial position.

As more fully described in Note 14 to our consolidated financial statements, Contingencies and Commitments, we are involved in various legal proceedings. We intend to vigorously defend our Company and our products in these litigations and believe our 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.

90

Wyeth        

Off-Balance Sheet Arrangements

We have not participated in, nor have we created, any off-balance sheet financing or other off-balance sheet special purpose entities other than operating leases. In addition, we have not entered into any derivative financial instruments for trading purposes and use derivative financial instruments solely for managing our exposure to certain market risks from changes in foreign currency exchange rates and interest rates.

Contractual Obligations

The following table sets forth our contractual obligations at December 31, 2006:

			Payments Due by Period
(In millions) Contractual Obligations	Total		2007		2008 and 2009		2010 and 2011		Thereafter
Total debt obligations	$	9,221.0	$	124.2	$	315.9	$	1,543.0	$	7,237.9
Interest payments(1)		6,352.4		571.3		1,108.4		1,025.7		3,647.0
Total debt obligations, including interest payments		15,573.4		695.5		1,424.3		2,568.7		10,884.9
Purchase obligations(2)		3,037.5		1,154.9		629.7		356.8		896.1
Retirement-related obligations(3)		1,543.9		317.1		645.1		564.5		17.2
Equity purchase obligation(4)		225.0		225.0		—		—		—
Capital commitments(5)		1,336.3		837.1		499.2		—		—
Operating lease obligations		397.0		104.9		141.9		86.4		63.8
Total	$	22,113.1	$	3,334.5	$	3,340.2	$	3,576.4	$	11,862.0

(1) Interest payments include both our expected interest obligations and our interest rate swaps. We used the interest rate forward curve at December 31, 2006 (6.32%) to compute the amount of the contractual obligation for interest on the variable rate debt instruments and our interest rate swaps.

(2) Purchase obligations consist of agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. These include obligations for minimum inventory purchase contracts, clinical data management, research and development, co-development and media/market research contracts.

(3) This category includes estimated pension and postretirement contributions through 2011. We believe that external factors, including, but not limited to, investment performance of pension plan assets, interest rates, increases in medical care costs and Medicare subsidies, preclude reasonable estimates beyond 2011.

This category also includes deferred compensation principal payments for retirees and certain active employees who have elected payment before retirement as of December 31, 2006 and guaranteed interest to be paid to those individuals through December 2006. All other active employees as of December 31, 2006 are excluded for years subsequent to 2007 since we do not believe we can predict factors such as employee retirement date and elected payout period.

(4) The equity purchase obligation represents our agreement to buy out the remaining 20% minority interest in 2007 of an affiliate in Japan presently held by Takeda. The purchase price of each buyout is based on a multiple of the entity’s net sales in each of the buyout periods.

(5) Capital commitments represent management’s commitment for capital spending.

91

Wyeth        

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in foreign currency exchange rates and interest rates that could impact our financial position, results of operations and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We use derivative financial instruments as risk management tools and not for trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage our exposure to non-performance on such instruments.

Foreign Currency Risk Management

We generate a portion of Net revenue from sales to customers located outside of the United States, principally in Europe. International sales are typically denominated in the local currency of the country in which the sale is made. Consequently, movements in foreign currency exchange rates pose a risk to profitability and cash flows. In addition, foreign currency denominated monetary assets and liabilities are subject to volatility in foreign currency exchange rates that may also impact profitability and cash flows. We have established programs to protect against such potential adverse changes due to foreign currency volatility.

Short-term foreign exchange forward contracts and swap contracts are used as economic hedges to neutralize month-end balance sheet exposures of monetary assets and liabilities. These contracts essentially take the opposite currency position of that projected in the month-end balance sheet to counterbalance the effect of any currency movement. These derivative instruments are not designated as hedges and are recorded at fair value with any gains or losses recognized in current period earnings.

A combination of option strategies that involve the purchase of put contracts and the sale of call contracts are utilized in the Company’s cash flow hedging program to partially cover the foreign currency risk associated with international business operations. Our cash flow hedging program is specifically designed to protect against currency risks in those countries with a high concentration of Euro and Sterling denominated sales. These derivative instruments are designated as cash flow hedges, and, accordingly any unrealized gains or losses are deferred in Accumulated other comprehensive income (loss) and transferred to earnings when the inventory is sold to third parties.

Interest Rate Risk Management

The fair value of our fixed-rate long-term debt is sensitive to changes in interest rates. Interest rate changes result in gains/losses in the market value of this debt due to differences between the market interest rates and rates at the inception of the debt obligation. We manage a portion of this exposure to interest rate changes primarily through the use of fair value interest rate swaps.

Financial Instruments

At December 31, 2006, the notional/contract amounts, carrying values and fair values of our financial instruments were as follows:

	Notional/ Contract Amount			Assets (Liabilities)
(In millions) Description				Carrying Value			Fair Value
Forward contracts(1)	$	1,963.4		$	1.0		$	1.0
Option contracts(1)		2,486.7			(4.5	)		(4.5	)
Interest rate swaps		5,300.0			(40.9	)		(40.9	)
Outstanding debt(2)		(9,261.9	)		(9,221.0	)		(9,606.5	)

(1) If the value of the U.S. dollar were to strengthen or weaken by 10%, in relation to all hedged foreign currencies, the net payable on the forward and option contracts would collectively decrease or increase by approximately $135.2.

(2) If interest rates were to increase or decrease by one percentage point, the fair value of the outstanding debt would decrease or increase by approximately $716.6.

92

Wyeth        

The estimated fair values approximate amounts at which these financial instruments could be exchanged in a current transaction between willing parties. Therefore, fair values are based on estimates using present value and other valuation techniques that are significantly affected by the assumptions used concerning the amount and timing of estimated future cash flows and discount rates that reflect varying degrees of risk. The fair value of forward contracts, currency option contracts and interest rate swaps reflects the present value of the contracts at December 31, 2006; and the fair value of outstanding debt instruments reflects a current yield valuation based on observed market prices as of December 31, 2006.

Cautionary Note Regarding Forward-Looking Statements

This 2006 Financial 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;

• Benefits from our business activities and transactions, productivity initiatives and facilities management, such as enhanced efficiency, reduced expenses and mitigation of supply constraints;

• Our expectations, beliefs, plans, strategies, anticipated developments and other matters that are not historical facts, including plans to continue our productivity initiatives and expectations regarding growth in our business;

• Future charges related to implementing our productivity initiatives;

• Our expectations regarding the FDA Warning Letter at our Guayama, Puerto Rico manufacturing facility;

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

• Anticipated developments relating to product supply, pricing and sales of our key products;

• Sufficiency of facility capacity for growth;

• Changes in our product mix;

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

• Uses of cash and borrowings;

• Timing and results of research and development activities, including those with collaboration partners;

• Anticipated profile of, and prospects for, our product candidates;

• Estimates and assumptions used in our critical accounting policies;

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

• Estimates of our future effective tax rates and the impact of tax planning initiatives, including resolution of audits of prior tax years;

• 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 and hormone therapy litigation), environmental cleanup and other potential future costs;

• Various aspects of the diet drug and hormone therapy 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;

93

Wyeth        

• Anticipated amounts of future contractual obligations and other commitments;

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

• Plans to vigorously defend various lawsuits;

• Our and our collaboration partners’ ability to protect our intellectual property, including patents;

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

• Impact of our settlement of patent litigation with Teva regarding Effexor XR and the timing and impact of generic competition for Effexor and Effexor XR;

• Timing and impact of generic competition for Zosyn/Tazocin;

• Impact of manufacturing process issues at certain manufacturing sites outside the United States;

• Impact of minor process modifications relating to manufacture of the active ingredient in Tygacil;

• 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. We refer you to “Item 1A. RISK FACTORS” of our 2006 Annual Report on Form 10-K, which we incorporate herein by reference, for identification of important factors with respect to these risks and uncertainties, which, as described in more detail in Item 1A, include: the inherent uncertainty of the timing and success of, and expense associated with, research, development, regulatory approval and commercialization of our products, including with respect to our pipeline products; government cost-containment initiatives; restrictions on third-party payments for our products; substantial competition in our industry, including from branded and generic products; data generated on our products; the importance of strong performance from our principal products and our anticipated new product introductions; the highly regulated nature of our business; product liability, intellectual property and other litigation risks and environmental liabilities; uncertainty regarding our intellectual property rights and those of others; difficulties associated with, and regulatory compliance with respect to, manufacturing of our products; risks associated with our strategic relationships; economic conditions including interest and currency exchange rate fluctuations; changes in generally accepted accounting principles; trade buying patterns; the impact of legislation and regulatory compliance; and risks and uncertainties associated with global operations and sales. The forward-looking statements in this report are qualified by these risk factors.

We caution investors not to place undue 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, including our earnings press releases. You should consider this cautionary statement, including the risk factors identified in “Item 1A. RISK FACTORS” of our 2006 Annual Report on Form 10-K, which are incorporated herein by reference, 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.

94

Wyeth        

EX-21

EXHIBIT 21

SUBSIDIARIES OF THE COMPANY

DECEMBER 31, 2006

Name	State or Country of Incorporation
United States
A H Investments LTD. (1)	Delaware
AC Acquisition Holding Company	Delaware
Ayerst-Wyeth Pharmaceuticals Incorporated	Delaware
CICL Corporation	Delaware
Genetics Institute, LLC	Delaware
Route 24 Holdings, Inc.	Delaware
Wyeth Pharmaceuticals, Inc.	Delaware
Wyeth Holdings Corporation	Maine
Wyeth-Ayerst International Inc.	New York
Wyeth-Ayerst Lederle, Inc.	Puerto Rico
Wyeth-Whitehall Pharmaceuticals, Inc.	Puerto Rico
Berdan Insurance Company	Vermont
International
Fort Dodge Australia Pty. Limited	Australia
Wyeth Australia Pty. Limited	Australia
Fort Dodge Saude Animal Ltda.	Brazil
Wyeth Industrias Farmaceutica Ltda.	Brazil
Wyeth Canada (2)	Canada
Wyeth Consumer Healthcare Inc.	Canada
Wyeth Pharmaceutical Co., Ltd.	China
Wyeth (Shanghai) Trading Company, Ltd.	China
Wyeth Pharmaceuticals FZ-LLC	Dubai
John Wyeth & Brother Limited	England
Wyeth Pharmaceuticals France	France
Wyeth-Pharma GmbH	Germany
Wyeth Hellas S.A.	Greece
AHP Finance Ireland Limited	Ireland
Wyeth Lederle S.p.A.	Italy
Wyeth KK	Japan
Wyeth Korea, Inc.	Korea
Wyeth S.A. de C.V.	Mexico
AHP Manufacturing B.V.	Netherlands
Wyeth Philippines, Inc.	Philippines
Wyeth Nutritionals (Singapore) Pte. Ltd.	Singapore
Fort Dodge Veterinaria, S.A.	Spain
Wyeth Farma S.A.	Spain
Wyeth A.B.	Sweden
Dimminaco AG	Switzerland
Laboratorios Wyeth S.A.	Venezuela

⁽¹⁾ On January 31, 2007, AH Investments Ltd. was merged into AHP Subsidiary Holding Corporation, which was then merged on January 31, 2007 into Wyeth.

⁽²⁾ Wyeth Canada is a partnership between two of our affiliates.

There have been omitted from the above list the names of the subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33-45324, No. 33-57339, No. 333-108312, No. 333-111093 and No. 333-112450), and S-8 (No. 2-96127, No. 33-24068, No. 33-41434, No. 33-53733, No. 33-55449, No. 33-45970, No. 33-14458, No. 33-50149, No. 33-55456, No. 333-15509, No. 333-76939, No. 333-67008, No. 333-64154, No. 333-59668, No. 333-89318, No. 333-98619, No. 333-98623, No. 333-125005 and No. 333-133814) of Wyeth of our report dated February 22, 2007 relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Stockholders, which is incorporated in this Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

     Florham Park, New Jersey

     February 23, 2007

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 Annual Report on Form 10-K 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.

Date: February 26, 2007

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 Annual Report on Form 10-K 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.

Date: February 26, 2007

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 Annual Report of Wyeth (the “Company”) on Form 10-K for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on February 26, 2007 (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: February 26, 2007

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 Annual Report of Wyeth (the “Company”) on Form 10-K for the fiscal year ended December 31, 2006, as filed with the Securities and Exchange Commission on February 26, 2007 (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: February 26, 2007

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