10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2007

or

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

For the transition period from              to             

Commission file number 1-1225

Wyeth

(Exact name of registrant as specified in its charter)

Delaware	13-2526821
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Five Giralda Farms, Madison, N.J.	07940
(Address of principal executive offices)	(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

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

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

The number of shares of Wyeth’s Common Stock outstanding as of the close of business on July 31, 2007:

Class	Number of Shares Outstanding
Common Stock, $0.33-1/3 par value	1,344,640,581

WYETH

INDEX

		Page No.
Part I - Financial Information (Unaudited)		2
Item 1.	Consolidated Condensed Financial Statements:
	Consolidated Condensed Balance Sheets – June 30, 2007 and December 31, 2006	3
	Consolidated Condensed Statements of Operations – Three and Six Months Ended June 30, 2007 and 2006	4
	Consolidated Condensed Statements of Changes in Stockholders’ Equity – Six Months Ended June 30, 2007 and 2006	5
	Consolidated Condensed Statements of Cash Flows – Six Months Ended June 30, 2007 and 2006	6
	Notes to Consolidated Condensed Financial Statements	7 – 21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22 – 46
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	47
Item 4.	Controls and Procedures	48
Part II - Other Information		49
Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 4.	Submission of Matters to a Vote of Security Holders	50 – 52
Item 6.	Exhibits	53
Signature		54
Exhibit Index		EX–1

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

1

Part I - Financial Information

WYETH

The consolidated condensed financial statements included herein have been prepared by Wyeth (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the consolidated condensed financial statements reflect all adjustments, including those that are normal and recurring, considered necessary to present fairly the financial position of the Company as of June 30, 2007 and December 31, 2006, the results of its operations for the three and six months ended June 30, 2007 and 2006, and changes in stockholders’ equity and cash flows for the six months ended June 30, 2007 and 2006. It is suggested that these consolidated condensed financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in the Company’s 2006 Financial Report as incorporated in the Company’s 2006 Annual Report on Form 10-K and information contained in Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed since the filing of the 2006 Form 10-K.

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

2

WYETH

CONSOLIDATED CONDENSED BALANCE SHEETS

(In Thousands Except Per Share Amounts)

(Unaudited)

	June 30,			December 31,
	2007			2006
ASSETS
Cash and cash equivalents	$	9,010,251		$	6,778,311
Marketable securities		3,176,296			1,948,931
Accounts receivable less allowances		3,688,060			3,383,341
Inventories:
Finished goods		1,060,015			732,532
Work in progress		1,319,590			1,312,925
Materials and supplies		496,153			435,002
		2,875,758			2,480,459
Other current assets including deferred taxes		3,038,256			2,923,199
Total Current Assets		21,788,621			17,514,241
Property, plant and equipment		15,065,340			14,483,494
Less accumulated depreciation		4,731,605			4,337,235
		10,333,735			10,146,259
Goodwill		4,102,119			3,925,738
Other intangibles, net of accumulated amortization (June 30, 2007-$256,075 and December 31, 2006-$236,363)		406,976			356,692
Other assets including deferred taxes		4,636,474			4,535,785
Total Assets	$	41,267,925		$	36,478,715
LIABILITIES
Loans payable	$	414,609		$	124,225
Trade accounts payable		1,090,992			1,116,754
Dividends payable		350,449			—
Accrued expenses		5,185,641			5,679,141
Accrued taxes		787,490			301,728
Total Current Liabilities		7,829,181			7,221,848
Long-term debt		11,194,771			9,096,743
Pension liabilities		683,361			806,413
Accrued postretirement benefit obligations other than pensions		1,628,770			1,600,751
Other noncurrent liabilities		3,718,177			3,100,205
Total Liabilities		25,054,260			21,825,960
Contingencies and commitments (Note 7)
STOCKHOLDERS' EQUITY
$2.00 convertible preferred stock, par value $2.50 per share		26			28
Common stock, par value $0.33-1/3 per share		449,280			448,417
Additional paid-in capital		7,013,411			6,142,277
Retained earnings		9,121,376			8,734,699
Accumulated other comprehensive loss		(370,428	)		(672,666	)
Total Stockholders' Equity		16,213,665			14,652,755
Total Liabilities and Stockholders' Equity	$	41,267,925		$	36,478,715

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

3

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Net revenue	$	5,648,050		$	5,156,743		$	11,016,736		$	9,994,680
Cost of goods sold		1,530,177			1,373,559			3,004,688			2,710,677
Selling, general and administrative expenses		1,688,012			1,652,397			3,200,551			3,116,993
Research and development expenses		825,123			750,673			1,575,855			1,435,343
Interest (income) expense, net		(19,018	)		2,491			(33,818	)		8,004
Other income, net		(90,696	)		(51,476	)		(190,332	)		(166,051	)
Income before income taxes		1,714,452			1,429,099			3,459,792			2,889,714
Provision for income taxes		515,931			364,309			1,007,167			705,341
Net income	$	1,198,521		$	1,064,790		$	2,452,625		$	2,184,373
Basic earnings per share	$	0.89		$	0.79		$	1.82		$	1.62
Diluted earnings per share	$	0.87		$	0.78		$	1.79		$	1.60
Dividends paid per share of common stock	$	0.26		$	0.25		$	0.52		$	0.50
Dividends declared per share of common stock	$	0.52		$	0.50		$	0.78		$	0.75

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

4

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands Except Per Share Amounts)

(Unaudited)

Six Months Ended June 30, 2007:

	$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, 2007	$	28		$	448,417		$	6,142,277		$	8,734,699		$	(672,666	)	$	14,652,755
Net income											2,452,625						2,452,625
Currency translation adjustments														259,363			259,363
Unrealized gains on derivative contracts, net														4,241			4,241
Unrealized losses on marketable securities, net														(2,250	)		(2,250	)
Pension and postretirement benefit adjustments														40,884			40,884
Comprehensive income, net of tax																	2,754,863
Adoption of FIN 48											(295,370	)					(295,370	)
Cash dividends declared(1)											(1,049,917	)					(1,049,917	)
Common stock acquired for treasury					(5,022	)		(52,649	)		(720,661	)					(778,332	)
Common stock issued for stock options					5,207			640,485									645,692
Stock-based compensation expense								210,441									210,441
Issuance of restricted stock awards					674			1,697									2,371
Tax benefit from exercises of stock options								71,166									71,166
Other exchanges		(2	)		4			(6	)								(4	)
Balance at June 30, 2007	$	26		$	449,280		$	7,013,411		$	9,121,376		$	(370,428	)	$	16,213,665

Six Months Ended June 30, 2006:

	$2.00 Convertible Preferred Stock			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance at January 1, 2006	$	37		$	447,783		$	5,097,228		$	6,514,046		$	(64,725	)	$	11,994,369
Net income											2,184,373						2,184,373
Currency translation adjustments														296,008			296,008
Unrealized losses on derivative contracts, net														(4,458	)		(4,458	)
Unrealized losses on marketable securities, net														(5,466	)		(5,466	)
Comprehensive income, net of tax																	2,470,457
Cash dividends declared(2)											(1,008,728	)					(1,008,728	)
Common stock acquired for treasury					(1,922	)		(17,213	)		(258,959	)					(278,094	)
Common stock issued for stock options					1,822			192,722									194,544
Stock-based compensation expense								207,767									207,767
Issuance of restricted stock awards					646			85,604									86,250
Transfer of restricted stock award accruals to equity								63,171									63,171
Tax benefit from exercises of stock options								25,340									25,340
Other exchanges		(2	)		6			(9	)								(5	)
Balance at June 30, 2006	$	35		$	448,335		$	5,654,610		$	7,430,732		$	221,359		$	13,755,071

⁽¹⁾ Included in cash dividends declared were the following dividends payable at June 30, 2007:

—Common stock cash dividend of $0.26 per share ($350,438 in the aggregate) declared on June 28, 2007 and payable on September 4, 2007; and

—Preferred stock cash dividends of $0.50 per share ($11 in the aggregate) declared on April 26, 2007 and paid on July 2, 2007 and declared on June 28, 2007 and payable on October 1, 2007.

⁽²⁾ Included in cash dividends declared were the following dividends payable at June 30, 2006:

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

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

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

5

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Six Months Ended June 30,
	2007			2006
Operating Activities
Net income	$	2,452,625		$	2,184,373
Adjustments to reconcile net income to net cash provided by operating activities:
Net gains on sales and dispositions of assets		(56,601	)		(27,379	)
Depreciation and amortization		434,676			378,371
Stock-based compensation		210,441			207,767
Change in deferred income taxes		106,948			456,926
Diet drug litigation payments		(357,914	)		(1,278,530	)
Seventh Amendment security fund refund		—			400,000
Changes in working capital, net		(466,948	)		(939,026	)
Other items, net		67,483			(17,639	)
Net cash provided by operating activities		2,390,710			1,364,863
Investing Activities
Purchases of intangibles, property, plant and equipment		(489,475	)		(514,556	)
Proceeds from sales of assets		67,625			39,627
Purchase of additional equity interest in joint venture		(221,655	)		(102,187	)
Proceeds from sales and maturities of marketable securities		826,369			291,691
Purchases of marketable securities		(2,056,147	)		(694,688	)
Net cash used for investing activities		(1,873,283	)		(980,113	)
Financing Activities
Repayments of debt		—			(8,400	)
Proceeds from issuance of long-term debt		2,500,000			—
Other borrowing transactions, net		(2,205	)		66,859
Dividends paid		(699,468	)		(672,463	)
Purchases of common stock for treasury		(778,332	)		(278,094	)
Exercises of stock options		674,061			205,415
Net cash provided by (used for) financing activities		1,694,056			(686,683	)
Effect of exchange rate changes on cash and cash equivalents		20,457			5,011
Increase (decrease) in cash and cash equivalents		2,231,940			(296,922	)
Cash and cash equivalents, beginning of period		6,778,311			7,615,891
Cash and cash equivalents, end of period	$	9,010,251		$	7,318,969

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

6

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Recently Issued Accounting Standards: The Financial Accounting Standards Board (FASB) recently issued the Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (SFAS No. 157). 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 does not anticipate the adoption of SFAS No. 157 will have a material effect on its consolidated financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS No. 159). SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. If adopted, unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Company does not anticipate adopting SFAS No. 159 as of the effective date for existing eligible financial assets and financial liabilities. Subsequent to the effective date, future eligible transactions will be evaluated, as they occur, for application of SFAS No. 159.

In June 2007, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06-11, “Accounting for the Income Tax Benefits of Dividends on Share-Based Payment Awards” (EITF 06-11). EITF 06-11 provides that tax benefits associated with dividends on share-based payment awards be recorded as a component of additional paid-in capital. EITF 06-11 is effective, on a prospective basis, for fiscal years beginning after December 15, 2007. The Company does not anticipate the adoption of EITF 06-11 will have a material effect on its consolidated financial position or results of operations.

In June 2007, the FASB ratified EITF Issue No. 07-03, “Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities” (EITF 07-03). EITF 07-03 provides guidance on the timing of expensing nonrefundable advance payments for goods or services that will be used or rendered for research and development activities. EITF 07-03 is effective prospectively for new contracts entered into in fiscal years beginning after December 15, 2007. The Company is assessing the impact this provision may have on its consolidated financial position or results of operations.

Reclassifications: Certain reclassifications have been made to the June 30, 2006 consolidated condensed financial statements and accompanying notes to conform with the June 30, 2007 presentation.

7

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 2. Earnings per Share

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

(In thousands except per share amounts)	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Numerator:
Net income less preferred dividends	$	1,198,510	$	1,064,776	$	2,452,609	$	2,184,352
Denominator:
Weighted average common shares outstanding		1,345,769		1,345,377		1,344,335		1,344,955
Basic earnings per share	$	0.89	$	0.79	$	1.82	$	1.62
Numerator:
Net income	$	1,198,521	$	1,064,790	$	2,452,625	$	2,184,373
Interest expense on contingently convertible debt		7,907		6,981		15,779		13,741
Net income, as adjusted	$	1,206,428	$	1,071,771	$	2,468,404	$	2,198,114
Denominator:
Weighted average common shares outstanding		1,345,769		1,345,377		1,344,335		1,344,955
Common stock equivalents of outstanding stock options, deferred contingent common stock awards, performance share awards, restricted stock awards and convertible preferred stock(1)		19,435		9,381		17,468		10,265
Common stock equivalents of assumed conversion of contingently convertible debt		16,890		16,890		16,890		16,890
Total shares(1)		1,382,094		1,371,648		1,378,693		1,372,110
Diluted earnings per share(1)	$	0.87	$	0.78	$	1.79	$	1.60

(1) At June 30, 2007 and 2006, approximately 74,002 and 89,450 common shares, respectively, related to options outstanding under the Company’s Stock Incentive Plans, were excluded from the computation of diluted earnings per share, as the effect would have been antidilutive.

8

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Pensions and Other Postretirement Benefits

Net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans for the three and six months ended June 30, 2007 and 2006 was as follows:

(In thousands)	Pensions
	Three Months Ended June 30,						Six Months Ended June 30,
Components of Net Periodic Benefit Cost	2007			2006			2007			2006
Service cost	$	52,785		$	47,953		$	105,559		$	96,499
Interest cost		79,382			71,263			158,538			140,570
Expected return on plan assets		(97,716	)		(92,294	)		(195,168	)		(179,694	)
Prior service cost		3,264			2,283			6,503			4,538
Transition obligation		117			115			235			227
Recognized net actuarial loss		25,693			32,285			51,285			64,967
Curtailment gain		(81	)		—			(81	)		—
Net periodic benefit cost	$	63,444		$	61,605		$	126,871		$	127,107
(In thousands)	Other Postretirement Benefits
	Three Months Ended June 30,						Six Months Ended June 30,
Components of Net Periodic Benefit Cost	2007			2006			2007			2006
Service cost	$	13,277		$	11,199		$	26,527		$	24,534
Interest cost		26,521			22,499			52,985			47,532
Prior service cost		(9,749	)		(9,938	)		(19,498	)		(19,498	)
Recognized net actuarial loss		11,890			11,902			23,750			26,341
Net periodic benefit cost	$	41,939		$	35,662		$	83,764		$	78,909

During the six months ended June 30, 2007, contributions of $209.9 million were made to the Company’s defined benefit pension plans, and payments of $55.1 million were made for other postretirement benefits. The Company expects to contribute for the full year approximately $217.3 million to its defined benefit pension plans and make payments of approximately $97.5 million for its other postretirement benefits in 2007.

9

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 4. Productivity Initiatives

The Company continued with its long-term global productivity initiatives, which were launched in 2005, to adapt to the changing pharmaceutical industry environment.

The Company recorded the following charges related to these productivity initiatives for the three and six months ended June 30, 2007 and 2006:

(In thousands except per share amounts)	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Personnel costs	$	16,300	$	10,500	$	27,400	$	18,900
Accelerated depreciation		20,900		20,600		41,900		38,100
Other closure/exit costs		12,600		8,400		23,100		17,600
Total productivity initiatives charges	$	49,800	$	39,500	$	92,400	$	74,600
Productivity initiatives charges, after-tax	$	37,000	$	27,303	$	66,500	$	51,503
Decrease in diluted earnings per share	$	0.03	$	0.02	$	0.05	$	0.04

The productivity initiatives charges were recorded as follows:

(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Cost of goods sold	$	42,100	$	26,500	$	71,200	$	55,200
Selling, general and administrative expenses		7,500		7,900		21,000		11,100
Research and development expenses		200		5,100		200		8,300
Total	$	49,800	$	39,500	$	92,400	$	74,600

The following table sets forth productivity initiatives charges by reportable segments:

(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Segment	2007		2006		2007		2006
Pharmaceuticals	$	47,100	$	32,200	$	84,400	$	67,300
Consumer Healthcare		1,700		7,300		6,000		7,300
Animal Health		1,000		—		2,000		—
Total	$	49,800	$	39,500	$	92,400	$	74,600

10

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following table summarizes the total charges, payments made and the reserve balance at June 30, 2007:

(In thousands) Productivity Initiatives	Total Charges to Date			Reserve at December 31, 2006		Total Charges Six Months		Net Payments/ Non-cash Charges			Reserve at June 30, 2007
Personnel costs	$	295,700		$	173,100	$	27,400	$	(33,900	)	$	166,600
Accelerated depreciation		169,900			—		41,900		(41,900	)		—
Other closure/exit costs		76,200			400		23,100		(23,100	)		400
Asset sales		(40,200	)		—		—		—			—
Total	$	501,600		$	173,500	$	92,400	$	(98,900	)	$	167,000

At June 30, 2007, the reserve balance for personnel costs related primarily to committed employee severance obligations, which, in accordance with the specific productivity initiatives, are expected to be paid primarily over the next 36 months.

As other strategic decisions are made, the Company expects additional costs, such as asset impairment, accelerated depreciation, personnel costs and other exit costs, as well as certain implementation costs associated with these initiatives, to continue for several years; costs are projected to total $750.0 million to $1,000.0 million, on a pre-tax basis.

Note 5. Stock-Based Compensation

The following table summarizes the components and classification of stock-based compensation expense for the three and six months ended June 30, 2007 and 2006:

(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Stock options	$	70,500	$	77,000	$	118,100	$	135,000
Restricted stock unit awards		42,900		26,400		62,100		34,500
Performance share unit awards		20,600		29,200		30,300		38,300
Total stock-based compensation expense	$	134,000	$	132,600	$	210,500	$	207,800
Cost of goods sold	$	14,000	$	9,200	$	21,300	$	15,400
Selling, general and administrative expenses		80,400		83,900		127,000		131,700
Research and development expenses		39,600		39,500		62,200		60,700
Total stock-based compensation expense		134,000		132,600		210,500		207,800
Tax benefit		42,500		37,800		67,600		59,300
Net stock-based compensation expense	$	91,500	$	94,800	$	142,900	$	148,500

11

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

In April 2007, the Company granted 11,065,270 stock options as part of the Company’s recurring annual grant program. All options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. 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 below:

Expected volatility of stock price		19.9%
Expected dividend yield		2.1%
Risk-free interest rate		4.6%
Expected life of options		6 years
Fair value of stock options granted	$	12.68

Note 6. Income Taxes

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109” (FIN 48), on January 1, 2007. As a result of the adoption, the Company recognized a $295.4 million increase in the liability for unrecognized tax benefits, interest and penalties, across all jurisdictions, which were accounted for as a charge to retained earnings on January 1, 2007. The Company’s unrecognized tax benefits at January 1, 2007 were $1,174.4 million. If these unrecognized tax benefits were recognized, there would be a favorable impact on the Provision for income taxes of $1,019.6 million. As of June 30, 2007, the Company’s unrecognized tax benefits were approximately $1,200.0 million.

The Company recognizes interest and penalties relating to unrecognized tax benefits as a component of Provision for income taxes. The Company had $346.6 million and $378.1 million of accrued interest and penalties as of January 1, 2007 and June 30, 2007, respectively.

The Company files tax returns in the United States 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 United States Internal Revenue Service (IRS), which currently is examining the 1998 through 2001 tax returns of the Company. It is reasonably possible that this audit will conclude in the next 12 months. The Company will likely make a cash payment or use deferred tax assets, in the range of $150.0 million to $160.0 million, for adjustments that have been currently agreed upon with the IRS; however, it is not yet possible to estimate the impact of any other adjustments that may result from the audit on our liability for unrecognized tax benefits. As a part of this audit, the IRS is still 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 the conclusion of the audit will result in adjustments in excess of such reserves. An unfavorable resolution for open tax years

12

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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.

Note 7. Contingencies and Commitments

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

Like all pharmaceutical companies in the current legal environment, the Company is involved in legal proceedings, including product liability and patent litigation, 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 outcomes, are costly, divert management’s 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 in its prior filings and believes its legal positions are strong. However, in light of the circumstances discussed above, it is not possible to determine the ultimate outcome of the Company’s legal proceedings, and, therefore, it is possible that the ultimate outcome of these proceedings could be material to the Company's results of operations, cash flows and financial position.

13

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following presents certain recent developments concerning the Company’s legal proceedings and should be read in conjunction with the Company’s prior reports.

Product Liability Litigation

Diet Drug Litigation

The litigation against the Company alleging that the Company’s former weight loss products, REDUX and/or PONDIMIN, caused certain serious conditions, including valvular heart disease and primary pulmonary hypertension (PPH), is described in detail in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K. Total diet drug litigation payments were $279.4 million and $357.9 million for the 2007 second quarter and first half, respectively, of which $29.4 million and $59.3 million for the 2007 second quarter and first half, respectively, were made in connection with the nationwide settlement (including the Seventh Amendment). Payments under the nationwide settlement may continue, if necessary, until 2018. As of June 30, 2007, $590.5 million of the Seventh Amendment security fund was included in Other current assets including deferred taxes, and $255.0 million was included in Other assets including deferred taxes. The amounts in the security funds are owned by the Company and will earn interest income for the Company while residing in the security fund. The Company has taken charges in connection with the REDUX and PONDIMIN diet drug matters which to date total $21,100.0 million. The $2,382.0 million reserve balance at June 30, 2007 represents management’s best estimate, within a range of outcomes, of the aggregate amount required to cover diet drug litigation costs, including payments in connection with the nationwide settlement, opt outs from the nationwide settlement, and PPH claims, and including the Company’s legal fees related to the diet drug litigation. 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.

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 (Cappel), 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 Coffey case was dismissed on April 20, 2007, following an agreement reached by the Company with the law firm representing the Coffey plaintiffs to settle the claims of that firm’s diet drug clients. On June 20, 2007, a jury hearing the case of Cavender v. American Home Products Corporation, et al., No. 4:02CV1830 ERW (U.S.D.C., E.D. Mo.), in which the plaintiff alleged that she developed valvular regurgitation as a result of her use of PONDIMIN, found in favor of the plaintiff and awarded $75,000 in damages. The Company has moved for judgment notwithstanding the verdict or for a new trial. These motions are pending. On July 20, 2007, a jury hearing the case of Dean v. American Home Products Corporation, et al., No. 4:02CV1833 ERW (U.S.D.C., E.D. Mo.), in which the plaintiff also alleged that she developed valvular regurgitation as a result of her use of PONDIMIN, found in favor of the Company.

14

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Hormone Therapy Litigation

The litigation against the Company alleging injury as a result of the plaintiffs’ use of one or more of the Company’s hormone or estrogen therapy products, including PREMPRO or PREMARIN, is described in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K. As of June 30, 2007, the Company was defending approximately 5,300 actions brought on behalf of approximately 7,900 women in various federal and state 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.

On May 15, 2007, a jury in the Philadelphia County, Pennsylvania Court of Common Pleas hearing the case of Simon, et al. v. Wyeth Pharmaceuticals, Inc., et al., No. 2004-06-4229, returned a verdict in favor of the Company. On February 20, 2007, 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 had 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). On May 30, 2007, the court entered judgment notwithstanding the verdict in favor of the Company, dismissing the Nelson case. Of the 18 hormone therapy (HT) cases alleging breast cancer that have been resolved after being set for trial, 15 have now been resolved in the Company’s favor (by defense verdict, summary judgment or voluntary dismissal by the plaintiffs). Two such cases have been settled, and one has resulted in a verdict in favor of the plaintiff, which is being appealed by the Company. Additional cases have been dismissed by plaintiffs before a trial setting. Trials of additional HT cases are scheduled throughout 2007 and into 2008.

As the Company has not determined that it is probable that a liability has been incurred and an amount is reasonably estimable, the Company has not established any litigation accrual for its HT litigation.

Thimerosal Litigation

With respect to the litigation 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 and/or autism in children, which is described in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K, the first of several test cases against the United States in the United States Court of Claims’ Omnibus Autism Proceeding was tried in June 2007. From June 11 through June 26, 2007, a specially constituted court of special masters conducted an evidentiary hearing under the Vaccine Compensation Act of the first of three test cases based upon petitioners’ theory that thimerosal in vaccines, in conjunction with a subsequently administered measles, mumps and rubella (MMR) vaccine, can cause autism and did specifically cause autism in the petitioner for the first test case. Evidence was presented concerning both general causation and specific causation. Three special masters presided over the hearing in order to

15

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

rule on general causation, but only one special master will decide the specific causation issue in this first case. The parties will submit briefs analyzing the evidence on general causation on this first theory by January 15, 2008. The other two special masters will each conduct a case-specific evidentiary hearing in the fall of 2007 for the remaining two test cases on this first theory. The three special masters will then issue a ruling on general causation for this first theory and will also issue a ruling on specific causation for their respective test case. Evidentiary hearings with respect to the two additional theories by petitioners – that thimerosal-containing vaccines alone or MMR vaccines alone can cause autism – are scheduled to be tried beginning in January 2008 and completed by September 30, 2008. In thimerosal litigation directly against the Company outside of the Omnibus Autism Proceeding, the first trial is expected to take place in November 2007.

PPA Litigation

With respect to the lawsuits seeking damages for alleged personal injuries from phenylpropanolamine (PPA) described in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K, as of June 30, 2007, the Company is a named defendant in approximately 40 individual PPA lawsuits on behalf of approximately 75 plaintiffs in federal and state courts throughout the United States and Canada seeking such damages.

EFFEXOR Litigation

In the litigation involving claims for personal injuries, including, among other alleged injuries, wrongful death from suicide or acts of hostility allegedly resulting from the use of EFFEXOR, a jury in the United States District Court for the Southern District of Illinois returned a verdict in favor of the Company on July 24, 2007 in Giles v. Wyeth Inc., et al., No. 04-cv-4245-JPG. The plaintiff had alleged that plaintiff's decedent committed suicide after ingesting EFFEXOR. Plaintiff has filed a motion for a new trial.

Patent Litigation

PROTONIX Litigation

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

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) (since acquired by Nycomed), 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 that Teva’s filing of an ANDA seeking FDA approval to market generic pantoprazole sodium tablets infringed the patent expiring in 2010. As a result of the filing of that suit, final FDA approval of Teva’s ANDA was automatically stayed until August 2, 2007. On April 13, 2005, Altana and the Company filed suit

16

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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 that Sun’s filing of an ANDA seeking FDA approval to market generic pantoprazole sodium tablets infringed the patent expiring in 2010. As a result of that suit, final FDA approval of Sun’s ANDA was automatically stayed until September 8, 2007. On August 4, 2006, Altana and the Company filed suit against KUDCO Ireland, Ltd. (Kudco) in the United States District Court for the District of New Jersey alleging that Kudco’s filing of an ANDA seeking FDA approval to market generic pantoprazole sodium tablets infringed the patent expiring in 2010. As a result of that suit, final FDA approval of Kudco’s ANDA was automatically stayed until at least January 17, 2009.

These litigations seek declaratory and injunctive relief against infringement of this patent prior to its expiration. These cases have been consolidated into a single proceeding pending before the United States District Court for the District of New Jersey. No trial date has yet been set.

Teva’s ANDA for pantoprazole sodium tablets was finally approved by the FDA on August 2, 2007, and Sun’s ANDA has been tentatively approved by the FDA. The FDA may finally approve Sun’s ANDA for pantoprazole sodium tablets on September 8, 2007. In anticipation of potential final approval of Teva’s and Sun’s ANDAs, on June 22, 2007, the Company and Nycomed filed a motion with the Court seeking a preliminary injunction against both Teva and Sun that would prevent them from launching generic versions of PROTONIX until the Court enters a final decision in the litigation. A hearing was held on July 31, 2007, and the Court has taken the matter of the Company’s and Nycomed’s motion for a preliminary injunction against Teva and Sun under advisement. At the hearing, the Court obtained a commitment from both Teva and Sun not to launch any potential generic version of pantoprazole before September 7, 2007 while it considers the matter.

EFFEXOR Litigation

As discussed in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K and in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, the Company has filed suit against multiple generic companies that have filed applications seeking FDA approval to market generic versions of venlafaxine HCl. Venlafaxine HCl is the active ingredient used in EFFEXOR XR. Since the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2007, the Company has filed two additional lawsuits.

On June 22, 2007, the Company filed suit in the United States District Court for the Eastern District of North Carolina against Sandoz Inc. (Sandoz), alleging that the filing of its ANDA seeking FDA approval to market venlafaxine HCl extended release capsules infringes the same three patents at issue in the previously settled Teva litigation (described in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K). Under the 30-month stay provision of the Hatch-Waxman Act, any FDA approval of Sandoz’s ANDA may not be made effective before October 2009, unless the court earlier decides that the patents are invalid and/or not infringed. Because

17

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Sandoz has not, to date, made any allegations as to the Company’s patent covering the compound venlafaxine itself, its ANDA may not be approved until the expiration of that patent, and its associated pediatric exclusivity period, on June 13, 2008.

On July 6, 2007, the Company filed suit in the United States District Court for the Northern District of West Virginia against Mylan Pharmaceuticals Inc. (Mylan), alleging that the filing of its ANDA seeking FDA approval to market venlafaxine HCl extended release capsules infringes the same three patents referred to above. Under the 30-month stay provision of the Hatch-Waxman Act, any FDA approval of Mylan’s ANDA may not be made effective before November 2009, unless the court earlier decides that the patents are invalid and/or not infringed. Because Mylan has not, to date, made any allegations as to the Company’s patent covering the compound venlafaxine itself, its ANDA may not be approved until the expiration of that patent, and its associated pediatric exclusivity period, on June 13, 2008.

Additionally, on June 26, 2007, the Company received notice from Wockhardt Limited (Wockhardt) that Wockhardt has filed an ANDA seeking FDA approval to market 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules. Wockhardt alleges it does not infringe the same three patents referred to above. The Company is evaluating the allegations in Wockhardt’s notice.

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. Yeda Research and Development Co., Ltd. (Yeda), the assignee of record of the patent, and Ares-Serono, the licensee, intervened in the case. In December 2005, the District Court ruled 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 the Company. 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 and denied IBEP’s motion for rehearing on February 23, 2007. On June 18, 2007, the Supreme Court of the United States denied IBEP’s petition for certiorari, ending this litigation.

Commercial Litigation

PREMARIN Antitrust Matters

As described in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K, the United States District Court for the Southern District of Ohio had previously granted the Company’s motion for summary judgment in J.B.D.L. Corp. v. Wyeth-Ayerst Pharmaceuticals, Inc., Civil 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., and plaintiffs in both actions had appealed to the United States Court of Appeals for the Sixth

18

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Circuit. These suits allege 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. On May 10, 2007, the Sixth Circuit affirmed the District Court’s judgment in favor of the Company. Plaintiffs have requested rehearing and/or rehearing en banc, which request is pending.

Note 8. Company Data by Segment

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

19

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following tables set forth Net revenue for the Company’s principal products and reportable segments, as well as Income (loss) before income taxes for the Company’s reportable segments for the three and six months ended June 30, 2007 compared with the same periods in the prior year:

(In thousands)	Net Revenue
	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Pharmaceuticals:
EFFEXOR	$	977,072	$	917,604	$	1,868,097	$	1,862,253
PREVNAR		632,813		518,265		1,249,375		949,823
PROTONIX		550,285		441,370		1,024,383		922,942
ENBREL(1)		507,868		369,839		953,073		705,194
Nutrition		357,839		299,763		704,542		588,296
ZOSYN/TAZOCIN		280,050		240,221		561,116		478,641
PREMARIN family		266,991		260,000		508,139		525,569
Alliance revenue(1)(2)		354,615		357,438		658,583		611,541
Other		818,802		881,751		1,700,435		1,677,504
Total Pharmaceuticals		4,746,335		4,286,251		9,227,743		8,321,763
Consumer Healthcare		623,205		598,005		1,234,592		1,152,191
Animal Health		278,510		272,487		554,401		520,726
Total Net Revenues	$	5,648,050	$	5,156,743	$	11,016,736	$	9,994,680

(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., 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.

20

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(In thousands) Segment	Income (Loss) before Income Taxes
	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Pharmaceuticals(1)	$	1,636,073		$	1,385,762		$	3,265,728		$	2,775,976
Consumer Healthcare(1)		105,123			121,538			208,097			180,851
Animal Health		68,458			62,166			132,000			116,569
Corporate(2)		(95,202	)		(140,367	)		(146,033	)		(183,682	)
Total	$	1,714,452		$	1,429,099		$	3,459,792		$	2,889,714

(1) Income (loss) before income taxes for the 2007 second quarter and first half included gains from product divestitures of approximately $41,300 and $57,600, respectively, and pertained primarily to the Pharmaceuticals segment. Income (loss) before income taxes for the 2006 second quarter and first half included gains from product divestitures of approximately $16,700 and $34,300, respectively, and pertained primarily to the Pharmaceuticals segment.

(2) Corporate loss before taxes included a net charge of $49,800 for the 2007 second quarter and $92,400 for the 2007 first half compared with $39,500 for the 2006 second quarter and $74,600 for the 2006 first half, related to the Company’s productivity initiatives. The initiatives related to the reportable segments as follows:

(In thousands) Segment	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Pharmaceuticals	$	47,100	$	32,200	$	84,400	$	67,300
Consumer Healthcare		1,700		7,300		6,000		7,300
Animal Health		1,000		—		2,000		—
Total	$	49,800	$	39,500	$	92,400	$	74,600

21

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

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

The following commentary should be read in conjunction with the consolidated condensed financial statements and notes to consolidated condensed financial statements on pages 3 to 21 of this report. When reviewing the commentary below, you should keep in mind the substantial risks and uncertainties that characterize our business. In particular, we encourage you to review the risks and uncertainties described in “Item 1A. RISK FACTORS” in our 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 report or implied by past results and trends. Forward-looking statements are statements that attempt to forecast or anticipate future developments in our business; we encourage you to review the examples of our forward-looking statements under the heading “Cautionary Note Regarding Forward-Looking Statements” on pages 44 to 46 of this report. These statements, like all statements in this report, speak only as of their date (unless another date is indicated), and we undertake no obligation to update or revise these statements in light of future developments.

Overview

Our Business

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

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 percentage of worldwide net revenue and revenue generated outside the United States by operating segment for the 2007 first half was as follows:

	Pharmaceuticals	Consumer Healthcare	Animal Health
% of 2007 first half worldwide net revenue	84%	11%	5%
% of 2007 first half segment net revenue generated outside the United States	47%	48%	54%

22

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

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

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

We also strive to innovate commercially and change the way we approach our business in response to the challenging global health care environment. During the 2007 first half, we continued with our long-term global productivity initiatives, which were launched in 2005, to adapt to the changing pharmaceutical environment. These initiatives are aimed at encouraging innovation, improving processes and increasing cost efficiencies. Our ultimate goal 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.

In April 2007, we completed the acquisition of the remaining 20% stake in Wyeth K.K., our joint venture company in Japan, held by Takeda Pharmaceuticals Company Limited, bringing our ownership in Wyeth K.K. to 100%. The purchase price for the remaining 20% was $221.7 million, resulting in an increase in goodwill and other intangibles.

In the 2007 second quarter, we received U.S. Food and Drug Administration (FDA) approval for two new products: LYBREL (levonorgestrel/ethinyl estradiol), a new low-dose, non-cyclic continuous combination oral contraceptive, and TORISEL (temsirolimus) for the treatment of renal cell carcinoma.

2007 First Half Financial Highlights

• Worldwide net revenue increased 10% to $11,016.7 million;

• Pharmaceuticals net revenue increased 11%, reflecting the strong performance of PREVNAR, PROTONIX, ENBREL, Nutrition products and ZOSYN. EFFEXOR sales for the 2007 first half remained consistent with the 2006 first half. The increase in Pharmaceuticals net revenue was offset, in part, by lower sales of ZOTON and INDERAL LA due to generic competition. Alliance revenue increased 8% to $658.6 million for the 2007 first half, due primarily to higher sales of ENBREL in the United States and Canada, which were partially offset by lower alliance revenue associated with sales of the CYPHER stent;

• Consumer Healthcare net revenue increased 7% resulting from higher sales of CENTRUM, ADVIL, ADVIL PM, CALTRATE and ROBITUSSIN; and

• Animal Health net revenue increased 6%, reflecting higher sales of companion animal products, which include our recently launched flea and tick product, PROMERIS, and livestock, equine and poultry products.

23

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

Our Principal Products

Set forth below is a summary of net revenue performance of our principal products in the 2007 first half:

(Dollars in millions)	2007 First Half Net Revenue		% Increase/ (Decrease)over 2006 First Half
EFFEXOR	$	1,868.1	—
PREVNAR		1,249.4	32 %
PROTONIX		1,024.4	11 %
ENBREL(1)		953.1	35 %
Nutrition		704.5	20 %
Alliance revenue(1)( 2)		658.6	8 %
ZOSYN/TAZOCIN		561.1	17 %
PREMARIN family		508.1	(3)%

(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” beginning on page 29 for a discussion of the settlement agreement with Teva Pharmaceuticals USA, Inc. (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 world’s largest vaccine product by global net revenue and now is available in 84 countries worldwide and included in 16 national immunization programs (NIP). We anticipate the number of NIPs to increase as a result of the March 23, 2007 announcement by the World Health Organization recommending the inclusion of PREVNAR in NIPs.

• PROTONIX is our proton pump inhibitor (PPI) for gastroesophageal reflux disease. The PPI category is highly competitive, and we have continued to focus on our strategy of higher value prescriptions within the third-party managed care segment. We 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 among the branded PPIs and is the leader among branded PPIs on Medicare drug plan formularies. See “Our Challenging Business Environment” beginning on page 29 for a discussion of our patent litigation against generic manufacturers with regard to PROTONIX.

24

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

• ENBREL is our treatment for rheumatoid arthritis, psoriasis and other conditions. We have exclusive rights to ENBREL outside 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 eighth in global sales among all pharmaceutical products and is ranked second in total global sales among all biotech products. ENBREL now is approved, launched and reimbursed in Japan, where, until recently, we had been operating under a routine government-required post-marketing safety program. In April 2007, this program was concluded, paving the way for broader patient access and expanded commercial opportunity for ENBREL in Japan.

• Nutrition includes our GOLD Line of infant formulas S-26 and PROMIL, toddler products PROGRESS and PROMISE and specialty products NURSOY and LBW. 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 under way in the Asia/Pacific region to support our nutrition business strategy.

• 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, Wyeth and King announced that the companies had entered into an Amended and Restated Co-Promotion Agreement regarding ALTACE. 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.

• ZOSYN (TAZOCIN internationally), our broad-spectrum I.V. antibiotic, is the number one selling injectable antibiotic worldwide. We continue to make significant progress introducing our new advanced formulation of ZOSYN. The new formulation was launched in the United States in the 2006 first quarter, and a majority of other markets had access by mid-2007. We anticipate that launches in the remaining markets will occur during the 2007 third quarter. See “Our Challenging Business Environment” beginning on page 29 for a discussion of potential generic competition for ZOSYN.

• Our PREMARIN family of products remains the leading therapy to help women address serious menopausal symptoms. See “Our Challenging Business Environment” beginning on page 29 for a discussion of recent publications of analyses of the benefits and risks of hormone therapy.

For more detail regarding our principal products, the preceding summary should be read in conjunction with our principal product summary in the overview section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2006 Financial Report as incorporated in our 2006 Annual Report on Form 10-K.

25

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

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) for TORISEL (temsirolimus) for the treatment of renal cell carcinoma was approved by the FDA on May 30, 2007, and the product became available to patients in the United States in July 2007. As part of a post-marketing commitment, we have agreed to submit two completed study reports and data sets: one on a cardiac safety study and one on an ongoing liver safety study. TORISEL for renal cell carcinoma remains under regulatory review in the European Union (EU) and was filed at the end of June 2007 for regulatory review in Japan.

Our NDA filing for LYBREL (levonorgestrel/ethinyl estradiol), a new low-dose, non-cyclic continuous combination oral contraceptive, was approved by the FDA on May 22, 2007, and the product was launched in the United States in July 2007. LYBREL is the first low-dose combination oral contraceptive offering women the opportunity to be period free over time. As part of a post-marketing commitment, we will conduct a study of thromboembolic events among women prescribed LYBREL compared with women prescribed cyclic oral contraceptives containing 20 mcg ethinyl estradiol. Our EU regulatory filing for LYBREL remains under regulatory review.

With respect to TYGACIL, our innovative broad-spectrum I.V. antibiotic for serious, hospital-based infections, on July 27, 2007, we submitted a supplemental NDA to the FDA supporting TYGACIL as a treatment for community-acquired pneumonia and as a treatment for additional resistant pathogens in the approved complicated skin and skin structure infection and complicated intra-abdominal infection indications. We intend to design and initiate new Phase 3 clinical trials for TYGACIL for the treatment of hospital-acquired pneumonia prior to filing for that use, as our first study for this indication met only one of two primary endpoints. We plan to begin these new studies in early 2008.

With respect to our NDA filing with the FDA in 2005 for PRISTIQ (desvenlafaxine), a serotonin/norepinephrine reuptake inhibitor, 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 for this indication is subject to several conditions, including: a satisfactory FDA inspection of our Guayama, Puerto Rico facility, which is where PRISTIQ will be manufactured (which has since been successfully completed) (see “Our Challenging Business Environment” beginning on page 29); 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. In the 2007 first quarter, we completed additional clinical trials of PRISTIQ in major depressive disorder, which included lower dosage levels. After completing all required analyses of the data from these clinical trials, we intend to include them in our complete response to the FDA approvable letter, which we anticipate filing with the FDA by the end of August 2007. We anticipate that the FDA will extend its review of the NDA for PRISTIQ

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

for the treatment of major depressive disorder by six months from the date we submit our complete response, resulting in an anticipated FDA action date during the first quarter of 2008. We also plan to file a dossier in Europe for PRISTIQ for the depression indication, including the low-dose and all other available data, in the 2007 third quarter.

With respect to our NDA filing with the FDA in 2006 for PRISTIQ as a non-hormonal treatment for vasomotor symptoms associated with menopause, we received an approvable letter from the FDA on July 23, 2007. In its letter, the FDA indicated that before the application could be approved, it would be necessary for us to provide additional data regarding the potential for serious adverse cardiovascular and hepatic effects associated with the use of PRISTIQ in this indication. The FDA requested that these data come from a randomized, placebo-controlled clinical trial of a duration of one year or more conducted in postmenopausal women. The FDA also requested that we address certain chemistry, manufacturing and controls deficiencies prior to approval. The FDA also made clinical and chemistry requests, which the FDA indicated were not approvability issues. We have been in discussions with the FDA regarding the approvable letter and the requested clinical trial. The trial currently under consideration would take 18 months or more to complete. Our October 2006 marketing authorization application for PRISTIQ for the treatment of vasomotor symptoms in Europe remains under regulatory review.

We have stopped enrollment in our Phase 2 safety and efficacy study of PRISTIQ for the treatment of fibromyalgia after reviewing a planned interim data analysis and determining that the drug would not meet the primary endpoint of a reduction in numeric pain rating scores vs. placebo. This decision was not made because of safety reasons. We are reviewing data from the interim analysis and will apply insights gained to the ongoing clinical program for PRISTIQ.

An NDA for bifeprunox for the treatment of schizophrenia, which was filed with the FDA in the 2006 third quarter in concert with our partner Solvay Pharmaceuticals, remains under regulatory review, with an FDA action date in August 2007.

On April 23, 2007, we received an approvable letter from the FDA with respect to our NDA for VIVIANT (bazedoxifene) for prevention of postmenopausal osteoporosis, which we filed with the FDA in the 2006 second quarter. The approvable letter indicated, among other things, that before our NDA can be approved, the FDA must receive and analyze, as part of its benefit-risk assessment, final safety and efficacy data from our recently completed three-year osteoporosis treatment study and must complete an acceptable establishment evaluation for the manufacturing and testing facilities for bazedoxifene. We submitted our complete response to the approvable letter for the prevention indication, including the three-year treatment data, to the FDA at the end of June 2007. We anticipate that the FDA will extend the review of this NDA until at least year-end 2007. On July 31, 2007, we also filed a separate NDA with the FDA for VIVIANT for the treatment of osteoporosis, which included these data. We plan to include these data in our anticipated filing for VIVIANT for the treatment and prevention of osteoporosis in Europe in the 2007 third quarter as well.

27

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

With respect to APRELA (bazedoxifene/conjugated estrogens), our tissue selective estrogen complex, we recently completed a Phase 3 clinical trial for the treatment of vasomotor symptoms, and we plan to make an NDA filing for treatment of vasomotor symptoms and prevention of osteoporosis with the FDA by year-end 2007.

On March 30, 2007, our collaboration with Progenics Pharmaceuticals, Inc. (Progenics) resulted in an NDA filing to the FDA for methylnaltrexone (subcutaneous formulation) for the treatment of opioid-induced constipation in patients receiving palliative care, with an FDA action date in January 2008. In May 2007, we submitted a regulatory filing for subcutaneous methylnaltrexone in the EU. In July 2006, we received fast track status from the FDA for the intravenous form of methylnaltrexone being investigated for the treatment of post-operative 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 early 2008. We also are working with Progenics to develop an oral formulation of methylnaltrexone.

In the 2007 first quarter, we enrolled the first group of adult patients in a Phase 3 clinical trial for our 13-valent pneumococcal conjugate vaccine. Assuming positive results, we plan to make regulatory filings for this vaccine in infants and adults in 2009.

In May 2007, we and our collaboration partner, Elan Corporation, plc, announced our decision to initiate a Phase 3 clinical program of our immunotherapeutic product candidate, bapineuzumab (AAB-001), for the treatment of patients with mild to moderate Alzheimer’s disease. We intend to begin the Phase 3 study by the end of 2007. The Phase 2 study is ongoing and is expected to be completed in 2008.

Our Phase 2 clinical trial evaluating ENBREL in patients with moderate to severe persistent asthma did not reach its primary efficacy endpoint, and we do not currently plan any additional trials in this potential indication.

Certain Product Liability Litigation

Diet Drug Litigation

We continue to address the challenges of our diet drug litigation, which is described in Note 14 to our consolidated financial statements, “Contingencies and Commitments,” contained in our 2006 Financial Report as incorporated in our 2006 Annual Report on Form 10-K and in Note 7 to our consolidated condensed financial statements, “Contingencies and Commitments,” contained in this Quarterly Report on Form 10-Q and in Note 8 to our consolidated condensed financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007. During the second quarter of 2007, two additional cases alleging valvular regurgitation due to the diet drugs were tried in federal court in Missouri: The first resulted in a verdict in favor of the plaintiff for $75,000 while the second resulted in a defense verdict in our favor. Also during the second quarter, we finalized the settlement of a number of diet drug cases, including substantially all of the cases brought by counsel for the plaintiff in the Coffey/Cappel primary pulmonary hypertension (PPH) lawsuit, which had resulted in a verdict against the Company in excess of $1,000.0 million in Beaumont, Texas in April 2004. As a result, the Coffey/Cappel case was dismissed.

28

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

The $2,382.0 million reserve balance at June 30, 2007 represents our best estimate, within a range of outcomes, of the aggregate amount required to cover diet drug litigation costs, including payments in connection with the nationwide settlement, opt outs from the nationwide settlement, and PPH claims, and including our legal fees related to the diet drug litigation. 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, which is discussed in greater detail in Note 14 to our consolidated financial statements, “Contingencies and Commitments,” contained in our 2006 Financial Report as incorporated in our 2006 Annual Report on Form 10-K and in Note 7 to our consolidated condensed financial statements, “Contingencies and Commitments,” contained in this Quarterly Report on Form 10-Q and in Note 8 to our consolidated condensed financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007. As of June 30, 2007, we were defending approximately 5,300 actions brought on behalf of approximately 7,900 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. During the second quarter of 2007, one additional hormone therapy case was tried, resulting in a defense verdict in our favor, and judgment notwithstanding the verdict was entered in our favor in the Nelson case, which had resulted in a $3.0 million plaintiffs’ verdict earlier in the year. 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 pose significant challenges for us. Generic products, which we no longer market, are growing as a percentage of total prescriptions. Insurers and employers are increasingly demanding that patients start with a generic product before switching to a branded product if necessary, and our products increasingly compete with generic products. Regulatory burdens and safety concerns are increasing both the cost and time it takes to bring new drugs to market. Post-marketing regulatory and media scrutiny of product safety also 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. 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

29

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

Good Manufacturing Practices. The FDA conducted a reinspection of the Guayama facility in the 2007 first quarter, and in May 2007, the FDA’s San Juan District Office informed us that the reinspection resulted in a positive reclassification of the Guayama, Puerto Rico site. The new classification means that any issues found by the FDA have either been corrected by us or do not merit any further regulatory action.

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 specified events. Events that could trigger an earlier U.S. market entry by Teva with generic versions of EFFEXOR XR (extended release capsules) include specific market conditions or developments regarding the applicable Wyeth patents, including the outcome of other generic challenges to the patents. Five lawsuits concerning such generic challenges currently are pending. An additional lawsuit against a company that has filed an application pursuant to 21 U.S.C. 355(b)(2) challenging these same patents and seeking FDA approval to market venlafaxine HCl extended release tablets is also pending. Venlafaxine HCl is the active ingredient used in EFFEXOR XR. In addition, a seventh company recently notified us 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, subject to adjustment or suspension based on market conditions and developments regarding the applicable patent rights. 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 90% of EFFEXOR (immediate release tablets) prescriptions in the United States have been converted to Teva’s generic versions since the August 2006 launch. In addition, Teva’s launch of generic versions of EFFEXOR XR (extended release capsules) in Canada in December 2006 has caused our combined EFFEXOR and EFFEXOR XR net revenue in the Canadian market to decrease approximately 70% in the 2007 second quarter and 2007 first half compared with the 2006 second quarter and 2006 first half, respectively, and we anticipate that the decline likely will continue 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 2007 second quarter and first half results was limited, and we expect the impact on our results for the remainder of 2007 to be modest.

30

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

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 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 earlier in the year, 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 incorporated by reference into our 2006 Annual Report on Form 10-K, and other factors. The compound patent claiming one of the active ingredients in ZOSYN expired in most major countries outside the United States in early July 2007. 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 changes to the PREVENAR labeling to include an update of the data already included on the 2+1 schedule, as well as additional surveillance data, remain under consideration. Following discussions with the scientific assessors, we agreed that our formal, written response to the EMEA would be made in August 2007. The labeling outcome and its commercial impact, if any, are uncertain.

In recent months, additional analyses of the benefits and risks of hormone therapy in the treatment of menopausal symptoms have been published, including additional analyses of data from the Women’s Health Initiative. Wyeth continues to believe that hormone therapy remains a good health care choice for the appropriate woman seeking the relief of moderate to severe menopausal symptoms, including hot flashes, night sweats and vaginal atrophy, and the prevention of postmenopausal osteoporosis and that its product label appropriately reflects the product’s profile. Nevertheless, it is uncertain what impact, if any, the publicity about risks discussed in these publications will have on our net sales of PREMARIN and PREMPRO and our hormone therapy litigation.

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 or efficacy of the product, but our manufacture of additional active pharmaceutical ingredient for TYGACIL is contingent

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

upon resolution of these issues. We are managing our launch and commercial strategy in international markets to minimize any potential impact on product supply and are hopeful that we can resolve these issues in the near term. However, depending on a variety of factors, it is possible that these issues could affect our future sales of TYGACIL.

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, net sales of this product in the United States, which totaled approximately $198 million for the 2006 full year, declined approximately 93% and 69% in the 2007 second quarter and 2007 first half, respectively, as compared with the 2006 second quarter and 2006 first half.

As described in Note 7 to our consolidated condensed financial statements, “Contingencies and Commitments,” contained in this Quarterly Report on Form 10-Q, on June 22, 2007, we and our business partner, Nycomed, filed a motion seeking a preliminary injunction against both Teva and Sun Pharmaceutical Advanced Research Centre Ltd. and Sun Pharmaceutical Industries Ltd. (Sun) that would prevent them from launching generic versions of PROTONIX until the Court enters a final decision in the pending patent litigation. This was in anticipation of potential final approval on August 2, 2007 and September 8, 2007, respectively, of Abbreviated New Drug Applications (ANDA) seeking FDA approval to market generic pantoprazole sodium tablets filed by Teva and Sun. Teva’s ANDA was finally approved by the FDA on August 2, 2007. Pantoprazole sodium is the active ingredient in PROTONIX. A hearing was held on July 31, 2007, and the Court has taken the matter of our and Nycomed’s motion for a preliminary injunction against Teva and Sun under advisement. At the hearing, the Court obtained a commitment from both Teva and Sun not to launch any potential generic version of pantoprazole before September 7, 2007 while it considers the matter. We believe that the patent will withstand the challenges by Teva and Sun and intend to vigorously enforce our patent rights. We also believe that we have a strong basis for seeking a preliminary injunction to prevent an early generic launch. However, the course and outcome of future proceedings in any litigation cannot be predicted with certainty. It is possible that we will not be able to prevent Teva and/or Sun from launching generic products following their receipt of final FDA approval, which likely would negatively impact sales of PROTONIX significantly.

We are planning a number of new product launches over the next few years in anticipation of which we have made and will continue to make significant investments in assets, including inventory, plant and equipment. Our ability to realize value on these investments is contingent on, among other things, regulatory approval and market acceptance of these new products. In addition, we have several products that are nearing the end of their patent terms. If we are unable to find alternative uses for the assets supporting these products or if we have excess inventory as a result of earlier than anticipated generic entry or otherwise, these assets may need to be evaluated for impairment.

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. Since inception of our productivity initiatives, total net pre-tax charges of $501.6 million have been recorded with respect to these initiatives. Additional

32

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

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 Policies and Estimates

Our critical accounting policies are detailed in our 2006 Financial Report as incorporated in our Annual Report on Form 10-K for the year ended December 31, 2006. Other than the adoption of FIN 48 as discussed in Note 6 to our consolidated condensed financial statements, “Income Taxes,” contained in this quarterly report on Form 10-Q, there were no changes in our critical accounting policies from the year ended December 31, 2006.

Results of Operations

Net Revenue

Worldwide Net revenue increased 10% for the 2007 second quarter and first half compared with the 2006 second quarter and first half, respectively. The increase in worldwide Net revenue was due to increases in the Pharmaceuticals, Consumer Healthcare and Animal Health segments. Excluding the favorable impact of foreign exchange, worldwide Net revenue increased 7% for the 2007 second quarter and 8% for the 2007 first half.

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

(Dollars in millions) Segment	Net Revenue
	Three Months Ended June 30,					Six Months Ended June 30,
	2007		2006		% Increase	2007		2006		% Increase
Pharmaceuticals	$	4,746.3	$	4,286.2	11%	$	9,227.7	$	8,321.8	11%
Consumer Healthcare		623.2		598.0	4%		1,234.6		1,152.2	7%
Animal Health		278.5		272.5	2%		554.4		520.7	6%
Total	$	5,648.0	$	5,156.7	10%	$	11,016.7	$	9,994.7	10%

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

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

	% Increase (Decrease) Three Months Ended June 30, 2007				% Increase (Decrease) Six Months Ended June 30, 2007
	Volume	Price	Foreign Exchange	Total Net Revenue	Volume	Price	Foreign Exchange	Total Net Revenue
Pharmaceuticals
United States	4%	5%	—	9%	3%	5%	—	8%
International	7%	—	5%	12%	10%	(1)%	5%	14%
Total	6%	3%	2%	11%	7%	2%	2%	11%
Consumer Healthcare
United States	(8)%	2%	—	(6)%	—	1%	—	1%
International	10%	1%	8%	19%	8%	2%	6%	16%
Total	(1)%	2%	3%	4%	4%	1%	2%	7%
Animal Health
United States	(9)%	3%	—	(6)%	(6)%	5%	—	(1)%
International	2%	2%	7%	11%	5%	2%	6%	13%
Total	(3)%	2%	3%	2%	—	3%	3%	6%
Total
United States	2%	5%	—	7%	3%	4%	—	7%
International	7%	1%	5%	13%	9%	—	5%	14%
Total	4%	3%	3%	10%	6%	2%	2%	10%

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

Pharmaceuticals

Worldwide Pharmaceuticals net revenue increased 11% for the 2007 second quarter and first half due primarily to higher sales of PREVNAR, PROTONIX, ENBREL, Nutrition products and ZOSYN. EFFEXOR sales increased 6% for the 2007 second quarter and remained consistent with the prior year for the 2007 first half. The increase in Pharmaceuticals net revenue was offset, in part, by lower sales of ZOTON and INDERAL LA due to generic competition. Internationally, PREVNAR net revenue increased 35% for the 2007 second quarter and 54% for the 2007 first half, largely due to the positive impact of NIPs that began in late 2006 in Germany, Mexico and the Netherlands. ZOSYN sales increased due to the recovery from manufacturing supply limitations that impacted the 2006 first half. EFFEXOR and PROTONIX net revenue for the 2007 second quarter increased primarily as a result of wholesaler inventory levels returning to, or in the case of PROTONIX, reaching slightly above, historical levels. Alliance revenue decreased 1% for the 2007 second quarter and increased 8% for the 2007 first half due primarily to higher sales of ENBREL in the United States and Canada for the 2007 second quarter and first half, which were more than offset by lower alliance revenue associated with sales of the CYPHER stent and ALTACE in the 2007 second quarter and partially offset by lower alliance revenue associated with sales of the CYPHER stent in the 2007 first half. Excluding the favorable impact of foreign exchange, worldwide Pharmaceuticals net revenue increased 9% for the 2007 second quarter and first half.

Consumer Healthcare

Worldwide Consumer Healthcare net revenue increased 4% for the 2007 second quarter due primarily to an increase in sales of CENTRUM, ADVIL and CALTRATE. The increase was partially offset by lower sales of DIMETAPP and ROBITUSSINas compared with the 2006 second quarter due to higher than normal off-season sales during the 2006 second quarter resulting from the transition to phenylephrine (PE) replacement formulations in connection with retailer actions and federal and state legislation related to pseudoephedrine-containing products. Sales of ADVIL COLD & SINUS were also lower during the 2007 second quarter as the brand continues to be sold behind the counter pending FDA review of a PE reformulation. Net revenue increased 7% for the 2007 first half due primarily to an increase in sales of CENTRUM, ADVIL, ADVIL PM, CALTRATE and ROBITUSSIN. Excluding the favorable impact of foreign exchange, worldwide Consumer Healthcare net revenue increased 1% for the 2007 second quarter and 5% for the 2007 first half.

Animal Health

Worldwide Animal Health net revenue increased 2% for the 2007 second quarter due to higher sales of livestock and poultry products offset, in part, by lower sales of companion animal products. Net revenue for the 2007 first half increased 6% due primarily to higher sales of companion animal, livestock, equine and poultry products. Excluding the favorable impact of foreign exchange, worldwide Animal Health net revenue decreased 1% for the 2007 second quarter and increased 3% for the 2007 first half.

35

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

The following tables set forth the significant worldwide Pharmaceuticals, Consumer Healthcare and Animal Health net revenue by product for the three and six months ended June 30, 2007 compared with the same periods in 2006:

Pharmaceuticals
(In millions)	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
EFFEXOR	$	977.1	$	917.6	$	1,868.1	$	1,862.3
PREVNAR		632.8		518.3		1,249.4		949.8
PROTONIX		550.3		441.3		1,024.4		922.9
ENBREL(1)		507.9		369.8		953.1		705.2
Nutrition		357.8		299.8		704.5		588.3
ZOSYN/TAZOCIN		280.1		240.2		561.1		478.6
PREMARIN family		267.0		260.0		508.1		525.6
Oral contraceptives		108.8		117.1		218.9		244.2
rhBMP-2		94.6		91.1		191.6		156.4
BENEFIX		80.6		90.1		178.7		179.8
RAPAMUNE		88.8		86.0		172.3		161.8
REFACTO		83.4		80.2		161.9		147.5
TYGACIL		34.1		17.0		59.6		27.1
ZOTON		25.3		38.7		44.1		79.2
Alliance revenue(1)(2)		354.6		357.4		658.6		611.5
Other		303.1		361.6		673.3		681.6
Total Pharmaceuticals	$	4,746.3	$	4,286.2	$	9,227.7	$	8,321.8

(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, 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.

36

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

Consumer Healthcare
(In millions)	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
CENTRUM	$	168.0	$	146.5	$	327.1	$	304.1
ADVIL		161.4		154.9		319.8		297.4
CALTRATE		57.9		51.0		105.9		97.7
ROBITUSSIN		27.3		35.7		76.2		68.5
PREPARATION H		28.3		26.2		54.7		49.7
CHAPSTICK		17.7		18.3		42.1		40.1
ALAVERT		16.7		21.1		33.7		33.8
ADVIL COLD & SINUS		10.1		15.2		28.1		25.8
DIMETAPP		13.1		19.7		27.9		25.9
Other		122.7		109.4		219.1		209.2
Total Consumer Healthcare	$	623.2	$	598.0	$	1,234.6	$	1,152.2
Animal Health
(In millions)	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Livestock products	$	116.2	$	107.3	$	229.4	$	212.9
Companion animal products		89.8		94.8		176.1		166.7
Equine products		42.3		43.0		88.0		85.2
Poultry products		30.2		27.4		60.9		55.9
Total Animal Health	$	278.5	$	272.5	$	554.4	$	520.7

Sales Deductions

We deduct certain items from gross revenue, which primarily consist of provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives. The provision for chargebacks/rebates relates primarily to U.S. sales of pharmaceutical products provided to wholesalers and managed care organizations under contractual agreements or to certain governmental agencies that administer benefit programs, such as Medicaid. While different programs and methods are utilized to determine the chargeback or rebate provided to the customer, we consider both to be a form of price reduction. Chargebacks/rebates are the only deductions from gross revenue that we consider significant and approximated $609.7 million for the 2007 second quarter and $1,282.6 million for the 2007 first half compared with $504.4 million for the 2006 second quarter and $1,058.1 million for the 2006 first half. The increase in chargebacks/rebates was due primarily to increased managed care rebate rates and increased Medicare Part D rebates, as well as increased sales of PROTONIX to hospitals prior to the expiration of nominal pricing, as well as the overall increase in sales.

37

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

Except for chargebacks/rebates, provisions for each of the other components of sales deductions, including product returns, are individually less than 2% of gross sales.

Operating Expenses

Cost of goods sold, as a percentage of Net revenue, increased 0.5 percentage point to 27.1% for the 2007 second quarter compared with 26.6% for the 2006 second quarter and increased 0.2 percentage point to 27.3% for the 2007 first half compared with 27.1% for the 2006 first half. The increases in the 2007 second quarter and first half were due to charges associated with our productivity initiatives, as well as an increase in Pharmaceuticals cost of goods sold, as a percentage of net revenue. For the 2007 second quarter, Pharmaceuticals cost of goods sold, as a percentage of net revenue, increased 0.3 percentage point to 24.5% from 24.2% for the 2006 second quarter. The change was related to higher inventory adjustments and increases in manufacturing losses and variances. For the 2007 first half, Pharmaceuticals cost of goods sold, as a percentage of net revenue, increased 0.3 percentage point to 24.7% from 24.4% for the 2006 first half. The 2007 first half increase resulted from higher inventory adjustments and higher cost of goods sold associated with FDA-related compliance in the 2007 first quarter at our Guayama, Puerto Rico manufacturing facility, which were offset, in part, by lower manufacturing losses.

Selling, general and administrative expenses, as a percentage of Net revenue, decreased 2.1 percentage points to 29.9% for the 2007 second quarter from 32.0% for the 2006 second quarter and decreased 2.1 percentage points to 29.1% for the 2007 first half compared with 31.2% for the 2006 first half. While Net revenue increased at a rate of 10% for the 2007 second quarter and first half as compared with the 2006 second quarter and first half, respectively, Selling, general and administrative expenses increased 2.1% and 2.7% for the 2007 second quarter and first half, respectively. Selling, general and administrative expenses have grown at a slower rate than Net revenue because certain of our key pharmaceutical products, such as PREVNAR and ENBREL, generally require lower promotional spending than other marketed pharmaceutical products. The decrease in Selling, general and administrative expenses, as a percentage of Net revenue, also was due to a decrease in selling expenses, as a percentage of Net revenue in the Pharmaceuticals segment, which was partially offset by pre-launch marketing costs for TORISEL, PRISTIQ and bifeprunox. In addition, general and administrative expenses, as a percentage of Net revenue, were lower in the Pharmaceutical segment.

Research and development expenses increased 10% for the 2007 second quarter and first half compared with the 2006 second quarter and first half. The 2007 second quarter and first half increases are primarily due to higher spending on various clinical programs, including methylnaltrexone, 13-valent pneumococcal conjugate vaccine, bifeprunox and various neuroscience new drug candidates, as well as higher compensation expenses.

38

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

Interest (Income) Expense and Other Income

Interest (income) expense, net for the three and six months ended June 30, 2007 and 2006 consisted of the following:

(In millions)	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Interest expense	$	182.4		$	143.0		$	326.3		$	277.2
Interest income		(181.0	)		(123.3	)		(321.6	)		(237.3	)
Less: Amount capitalized for capital projects		(20.4	)		(17.2	)		(38.5	)		(31.9	)
Total interest (income) expense, net	$	(19.0	)	$	2.5		$	(33.8	)	$	8.0

Other income, net increased by approximately $39.2 million for the 2007 second quarter and $24.3 million for the 2007 first half due primarily to the divestiture of several smaller products in Europe by the Pharmaceuticals segment. Pre-tax gains from product divestitures were approximately $41.3 million and $57.6 million for the 2007 second quarter and first half, respectively, compared with $16.7 million and $34.3 million for the 2006 second quarter and first half, respectively.

Income (Loss) before Income Taxes

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

(Dollars in millions) Segment	Income (Loss) before Income Taxes
	Three Months Ended June 30,							Six Months Ended June 30,
	2007			2006			% Increase/ (Decrease)	2007			2006			% Increase
Pharmaceuticals(1)	$	1,636.1		$	1,385.8		18%	$	3,265.7		$	2,776.0		18%
Consumer Healthcare(1)		105.1			121.5		(13)%		208.1			180.8		15%
Animal Health		68.5			62.2		10%		132.0			116.6		13%
Corporate(2)		(95.2	)		(140.4	)	32%		(146.0	)		(183.7	)	21%
Total	$	1,714.5		$	1,429.1		20%	$	3,459.8		$	2,889.7		20%

(1) Income (loss) before income taxes for the 2007 second quarter and first half included gains from product divestitures, primarily in the Pharmaceuticals segment, of approximately $41.3 and $57.6, respectively, compared with $16.7 and $34.3 for the 2006 second quarter and first half, respectively.

(2) Corporate included a net charge of $49.8 and $92.4 for the 2007 second quarter and first half, respectively, compared with a net charge of $39.5 and $74.6 for the 2006 second quarter and first half, respectively, related to our productivity initiatives. The activities related to the reportable segments as follows:

39

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

(In millions)	Productivity Initiatives Charges
	Three Months Ended June 30,				Six Months Ended June 30,
	2007		2006		2007		2006
Pharmaceuticals	$	47.1	$	32.2	$	84.4	$	67.3
Consumer Healthcare		1.7		7.3		6.0		7.3
Animal Health		1.0		—		2.0		—
Total	$	49.8	$	39.5	$	92.4	$	74.6

Worldwide Pharmaceuticals income before income taxes for the 2007 second quarter and first half increased 18% due primarily to higher net revenue and lower selling, general and administrative expenses, as a percentage of net revenue, offset, in part, by slightly lower gross margins earned on worldwide sales of Pharmaceuticals products and higher research and development expenses.

Worldwide Consumer Healthcare income before income taxes for the 2007 second quarter decreased 13% due primarily to higher cost of goods sold, and selling, general and administrative expenses, as a percentage of net revenue, higher research and development spending, and lower other income, net, offset, in part, by higher net revenue. Income before income taxes for the 2007 first half increased 15% due primarily to higher net revenue, higher gross margins earned on worldwide sales of Consumer Healthcare products, and lower selling, general and administrative expenses, as a percentage of net revenue, offset, in part, by higher research and development spending and lower other income, net.

Worldwide Animal Health income before income taxes for the 2007 second quarter and first half increased 10% and 13%, respectively, due primarily to higher net revenue and lower selling and general expenses, as a percentage of net revenue, and higher other income, net offset, in part, by higher research and development expenses. Gross margins earned on worldwide sales of Animal Health products were essentially flat.

Corporate expenses, net for the 2007 second quarter and first half were $95.2 million and $146.0 million, respectively, compared with $140.4 million and $183.7 million for the 2006 second quarter and first half. The decrease in Corporate expenses, net resulted from lower general and administrative expenses and higher interest income, net.

Income Taxes

The effective tax rate was 30.1% and 29.1% for the 2007 second quarter and first half, respectively, compared with 25.5% and 24.4% for the 2006 second quarter and first half, respectively. Excluding certain items affecting comparability (as discussed below under “Consolidated Net Income and Diluted Earnings per Share Results”), the effective tax rate increased to 30.0% and 29.1% for the 2007 second quarter and first half, respectively, compared with 25.6% and 24.6% for the 2006 second quarter and first half, respectively. These increases in the effective tax rates for the 2007 second quarter and first half reflected the impact of higher sales of certain Pharmaceuticals products, such

40

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

as ENBREL and PREVNAR, that are manufactured in less favorable tax jurisdictions, increased expenditures on research and development in non-U.S. locations, and certain state tax law changes enacted during the 2007 second quarter that required a write-down of related deferred tax assets.

Consolidated Net Income and Diluted Earnings per Share Results

Net income and diluted earnings per share for the 2007 second quarter were $1,198.5 million and $0.87, respectively, compared with net income and diluted earnings per share of $1,064.8 million and $0.78, respectively, for the 2006 second quarter, increasing 13% and 12%, respectively. Net income and diluted earnings per share for the 2007 first half were $2,452.6 million and $1.79, respectively, compared with net income and diluted earnings per share of $2,184.4 million and $1.60, respectively, for the 2006 first half, both increasing 12%.

Our management uses various measures to manage and evaluate our performance and believes it is appropriate to specifically identify certain significant items included in net income and diluted earnings per share to assist investors with analyzing ongoing business performance and trends. In particular, our management believes that comparisons between 2007 and 2006 second quarter and first half results of operations were impacted by the following items that are included in net income and diluted earnings per share:

• 2007 second quarter net charges of $49.8 million ($37.0 million after-tax or $0.03 per share-diluted) and 2007 first half net charges of $92.4 million ($66.5 million after-tax or $0.05 per share-diluted) related to our productivity initiatives.

• 2006 second quarter net charges of $39.5 million ($27.3 million after-tax or $0.02 per share-diluted) and 2006 first half net charges of $74.6 million ($51.5 million after-tax or $0.04 per share-diluted) related to our productivity initiatives.

The productivity initiatives charges, which include costs associated with the Global Business Operations initiative, the costs of closing certain manufacturing facilities, certain reorganization expenses and the elimination of certain positions at our facilities have been identified as significant items by our management as these charges are not considered to be indicative of continuing operating results.

Excluding the 2007 second quarter and first half productivity initiatives charges, the increases in net income and diluted earnings per share for the 2007 second quarter and first half were due primarily to higher net revenue, lower selling, general and administrative expenses, as a percentage of net revenue, higher interest income, net and higher other income, net offset, in part, by higher research and development spending and increased income taxes. Cost of goods sold, as a percentage of net revenue, for the 2007 second quarter was slightly higher than the 2006 second quarter, and the 2007 first half was consistent with the prior year.

41

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

Liquidity, Financial Condition and Capital Resources

Cash and Cash Equivalents

Our cash and cash equivalents increased $2,231.9 million during the 2007 first half. Sources of cash flows during the 2007 first half related primarily to the following items:

• Proceeds of $2,500.0 million related to the issuance of long-term debt;

• Proceeds of $826.4 million related to the sales and maturities of marketable securities;

• Proceeds of $674.1 million related to the exercise of stock options; and

• Proceeds of $67.6 million related to sales of assets.

These sources of cash were partially offset by the following items:

• Payments of $2,056.1 million related to purchases of marketable securities;

• Purchases of common stock for treasury totaling $778.3 million;

• Capital expenditures totaling $489.5 million;

• Payments of $357.9 million related to our diet drug litigation; and

• Purchase of the remaining equity interest in Wyeth K.K. totaling $221.7 million.

The change in working capital, which used $466.9 million of cash as of June 30, 2007, excluding the effects of foreign exchange, was primarily due to a decrease in accounts payable and accrued expenses resulting from the timing of payments on accounts payable balances, payments made in connection with our performance incentive award program, an increase in accounts receivable relating to increased sales and an increase in inventory due to higher inventory levels to support higher sales demand. The decrease was partially offset by an increase in accrued taxes.

Total Debt

At June 30, 2007, we had outstanding $11,609.4 million in total debt, which consisted of notes payable and other debt. Maturities of our obligations as of June 30, 2007 are set forth below:

(In millions)	Total		Less than 1 Year		1-3 Years		4-5 Years		Over 5 Years
Total debt	$	11,609.4	$	414.6	$	20.9	$	1,521.1	$	9,652.8

The following represents our credit ratings as of June 30, 2007:

	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	March 22, 2007	June 21, 2007	March 22, 2007

42

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

On August 2, 2007, we replaced our prior $1,350.0 million, five-year credit facility maturing in August 2010 and our prior $1,747.5 million, five-year credit facility maturing in February 2009 with a new $3,000.0 million, five-year credit facility with a group of banks and financial institutions. This new facility matures in August 2012 and is extendable by one year on each of the first and second anniversary dates with the consent of the lenders. The new credit facility agreement requires us to maintain a ratio of consolidated adjusted indebtedness to adjusted capitalization not to exceed 60% (which is consistent with the ratio required by the prior facilities). The proceeds from the new credit facility may be used for our general corporate and working capital requirements and for support of our commercial paper, if any. As of the date hereof, we have no borrowings outstanding under this new facility, nor do we have any commercial paper outstanding that is supported by this new facility.

Other

We file tax returns in the United States 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 United States Internal Revenue Service (IRS), which currently is examining the 1998 through 2001 tax returns. It is reasonably possible that this audit will conclude in the next 12 months. We will likely make a cash payment or use deferred tax assets, in the range of $150.0 million to $160.0 million, for adjustments that have been currently agreed upon with the IRS; however, it is not yet possible to estimate the impact of any other adjustments that may result from the audit on our liability for unrecognized tax benefits. As part of this audit, the IRS is still 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 the 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 the possibility of a resolution that is material to our financial position cannot be excluded.

As more fully described in Note 7 to the consolidated condensed financial statements and in prior filings, we are involved in various legal proceedings. We intend to vigorously defend ourselves 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.

43

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 compliance at our manufacturing facilities;

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

• Our expectations regarding the future regulatory approval process for PRISTIQ for the treatment of major depressive disorder and the treatment of vasomotor symptoms associated with menopause, including the approvable letters and discussions with the FDA relating thereto;

• Emerging clinical data on our marketed and pipeline products and the impact on regulatory filings, market acceptance and/or product sales;

• 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;

• Projections of our future effective tax rates, the impact of tax planning initiatives and 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;

44

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

• 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;

• 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;

• Our expectations regarding the outcome of our patent litigation against generic manufacturers with regard to PROTONIX, including our motion seeking a preliminary injunction;

• 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 fluctuations.

Each forward-looking statement contained in this report is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. These risks and uncertainties include: 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; risks and uncertainties associated with global operations and sales; and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including our Current Reports on Form

45

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2007

8-K, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. In particular, we refer you to “Item 1A. RISK FACTORS” of our 2006 Annual Report on Form 10-K for additional information regarding the risks and uncertainties discussed above as well as additional risks and uncertainties that may affect our actual results. The forward-looking statements in this report are qualified by these risk factors.

We caution investors not to place 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 and the risk factors identified under “Item 1A. RISK FACTORS” of our 2006 Annual Report on Form 10-K when evaluating those statements as well. Our business is subject to substantial risks and uncertainties, including those identified in this report. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

46

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The market risk disclosures appearing on page 62 of our 2006 Financial Report as incorporated by reference in our 2006 Annual Report on Form 10-K have not materially changed from December 31, 2006. At June 30, 2007, the fair values of our financial instruments were as follows:

(In millions) Description	Notional/ Contract Amount			Assets (Liabilities)
				Carrying Value			Fair Value
Forward contracts(1)	$	2,304.8		$	0.1		$	0.1
Option contracts(1)		879.8			(0.8	)		(0.8	)
Interest rate swaps		5,300.0			(145.6	)		(145.6	)
Outstanding debt(2)		(11,755.0	)		(11,609.4	)		(11,815.5	)

(1) If the U.S. dollar were to strengthen or weaken by 10%, in relation to all hedged foreign currencies, the net payable on the forward contracts and option contracts would collectively decrease or increase by approximately $136.8.

(2) If the interest rates were to increase or decrease by one percentage point, the fair value of the outstanding debt would decrease or increase by approximately $835.1.

The estimated fair values approximate amounts at which these financial instruments could be exchanged in a current transaction between willing parties. Therefore, fair values are based on estimates using present value and other valuation techniques that are significantly affected by the assumptions used concerning the amount and timing of estimated future cash flows and discount rates that reflect varying degrees of risk. The fair value of forward contracts, currency option contracts and interest rate swaps reflects the present value of the contracts at June 30, 2007, and the fair value of outstanding debt instruments reflects a current yield valuation based on observed market prices as of June 30, 2007.

47

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of June 30, 2007, 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 Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

During the 2007 second 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 Securities Exchange Act of 1934, as amended) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. However, as part of our productivity initiatives, in the 2007 first half, we outsourced certain accounting and administrative support functions to Accenture LLC (Accenture) pursuant to the master services agreement that we entered into in July 2006. As part of these productivity initiatives, we expect to make additional system changes in future quarters that may be significant, including the transition of certain additional functions to Accenture and the expanded use of SAP as the primary Enterprise Resource Planning system, replacing standalone JD Edwards applications, at most of our major locations over the next several years.

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Part II - Other Information

Item 1. Legal Proceedings

The information set forth in Note 7 to our consolidated condensed financial statements, “Contingencies and Commitments,” in this report is incorporated herein by reference.

Item 1A. Risk Factors

Information regarding risk factors appears in Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the captions “Our Challenging Business Environment” and “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and in “Item 1A. RISK FACTORS” of our 2006 Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in our 2006 Annual Report on Form 10-K.

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

The following table provides certain information with respect to our repurchases of shares of our common stock during the 2007 second quarter:

Period	Total Number of Shares Purchased(1)(2)	Average Price Paid per Share (1)(2)		Total Number of Shares Purchased as Part of Publicly Announced Plan(1)	Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs(1)
April 1, 2007 through April 30, 2007	777,514	$	55.60	754,100	19,106,711
May 1, 2007 through May 31, 2007	1,944,043		56.13	1,928,200	17,178,511
June 1, 2007 through June 30, 2007	1,748,893		56.88	1,734,228	15,444,283
Total	4,470,450	$	56.33	4,416,528

(1) On January 25, 2007, our Board of Directors amended the previously authorized Share Repurchase Program to allow for future purchases of up to 30,000,000 shares, inclusive of 1,983,600 shares remaining under the existing program at December 31, 2006.

(2) In addition to purchases under the Share Repurchase Program, this column reflects the following transactions during the 2007 second quarter: (i) the surrender to us of 22,535 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 629 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; (iii) the surrender to us of 9,130 shares of common stock to satisfy tax withholding obligations for employees in connection with the issuance of restricted stock and/or performance share awards; (iv) the open market purchase of 10,516 shares to satisfy equivalent dividends paid to employees and non-employee directors’ restricted stock trust holdings; and (v) the open market purchase of 11,112 shares in connection with the administration of our stock option program.

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

(a) The matters described under Item 4(c) below were submitted to a vote of security holders, through the solicitation of proxies pursuant to Section 14 under the Securities Exchange Act of 1934, as amended, at the Annual Meeting of Stockholders held on April 26, 2007 (the Annual Meeting).

(b) Not applicable.

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

(i) Election of Directors:

Nominee	For	Against	Abstain
Robert Essner	1,093,995,822	15,097,428	12,766,207
John D. Feerick	1,093,713,132	21,522,356	6,623,969
Frances D. Fergusson, Ph.D.	1,105,413,219	4,317,982	12,128,256
Victor F. Ganzi	1,097,708,020	11,784,629	12,366,808
Robert Langer, Sc.D.	1,103,007,541	6,617,762	12,234,154
John P. Mascotte	1,074,586,163	34,231,275	13,042,019
Raymond J. McGuire	1,105,073,079	4,572,494	12,213,884
Mary Lake Polan, M.D., Ph.D., M.P.H.	1,095,200,102	13,930,353	12,729,002
Bernard Poussot	1,093,911,525	15,881,459	12,066,473
Gary L. Rogers	1,105,246,263	4,406,361	12,206,833
Ivan G. Seidenberg	1,082,556,572	26,860,000	12,442,885
Walter V. Shipley	1,096,306,164	13,169,340	12,383,953
John R. Torell III	1,094,114,307	14,824,897	12,920,253

(ii) Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2007:

For	Against	Abstain
1,112,198,109	1,944,274	7,717,074

(iii) Adoption of the proposal to amend the Company’s Certificate of Incorporation to eliminate supermajority vote requirements:

For	Against	Abstain
1,103,889,930	8,555,381	9,414,146

(iv) Adoption of the proposal to amend and restate the 2005 stock incentive plan for tax compliance:

For	Against	Abstain
1,086,099,973	25,859,411	9,900,073

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

For	Against	Abstain
47,365,717	740,974,668	189,799,932

There were 143,719,140 broker non-votes with reference to this item.

(vi) Adoption of the Stockholder Proposal regarding a report on limiting supply of prescription drugs in Canada:

For	Against	Abstain
252,013,034	609,166,203	116,961,080

There were 143,719,140 broker non-votes with reference to this item.

(vii) Adoption of the Stockholder Proposal regarding the disclosure of political contributions:

For	Against	Abstain
263,618,202	551,663,338	162,858,777

There were 143,719,140 broker non-votes with reference to this item.

(viii) Adoption of the Stockholder Proposal regarding the recoupment of incentive bonuses:

For	Against	Abstain
514,112,438	452,909,477	11,118,402

There were 143,719,140 broker non-votes with reference to this item.

(ix) Adoption of the Stockholder Proposal regarding interlocking directorships:

For	Against	Abstain
66,240,437	897,624,341	14,275,539

There were 143,719,140 broker non-votes with reference to this item.

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

For	Against	Abstain
406,358,257	559,256,528	12,525,532

There were 143,719,140 broker non-votes with reference to this item.

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(xi) Adoption of the Stockholder Proposal regarding a stockholder advisory vote on compensation:

For	Against	Abstain
377,392,997	536,807,687	63,939,633

There were 143,719,140 broker non-votes with reference to this item.

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Item 6. Exhibits

Exhibit No.	Description
(3.1)	The Company’s Restated Certificate of Incorporation (amended through May 3, 2007). Text of amendments to the Company’s Restated Certificate of Incorporation effective May 3, 2007 is incorporated by reference to Appendix B to the Company’s definitive Proxy Statement filed March 16, 2007.
(10.1)	Form of Performance Share Award Agreement for named executive officers and certain other officers.
(10.2)	Form of Performance Share Award Agreement.
(10.3)	Form of Restricted Stock Unit Award Agreement.
(12)	Computation of Ratio of Earnings to Fixed Charges.
(31.1)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Signature

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

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

Date: August 7, 2007

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Exhibit Index

Exhibit No.	Description
(3.1)	The Company’s Restated Certificate of Incorporation (amended through May 3, 2007). Text of amendments to the Company’s Restated Certificate of Incorporation effective May 3, 2007 is incorporated by reference to Appendix B to the Company’s definitive Proxy Statement filed March 16, 2007.
(10.1)	Form of Performance Share Award Agreement for named executive officers and certain other officers.
(10.2)	Form of Performance Share Award Agreement.
(10.3)	Form of Restricted Stock Unit Award Agreement.
(12)	Computation of Ratio of Earnings to Fixed Charges.
(31.1)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-1

EX-3.1

Exhibit 3.1

RESTATED

CERTIFICATE OF INCORPORATION

OF

WYETH

(COMPOSITE COPY, REFLECTING ALL AMENDMENTS THROUGH MAY 3, 2007)

RESTATED

CERTIFICATE OF INCORPORATION

OF

WYETH

FIRST: The name of the corporation is: Wyeth.

SECOND: The principal office of the corporation in the State of Delaware is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name and address of the agent of the corporation resident therein and in charge thereof is The Prentice-Hall Corporation System, Inc., 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

THIRD: The nature of the business or objects or purposes to be transacted, promoted or carried on by the corporation are as follows:

(a) To manufacture, produce, purchase or otherwise acquire and to hold, own, use, lease, distribute or otherwise dispose of and generally to trade and deal in and with, at wholesale, retail or otherwise, any and all kinds of medicines, medicinal and pharmaceutical preparations, compounds and mixtures, food, beverage and confectionery products, toilet articles, drugs, chemicals, dyes, dye-stuffs and combinations, and mixtures and preparations thereof, and all kinds of tools, machinery, equipment, utensils, builders’ hardware, housewares and household items of every type and description (including, without limitation on, cutlery, kitchen tools, flatware, cookware, household bakeware, egg beaters, can openers, cooking utensils, bathroom and closet fittings and accessories), commercial bakeware, industrial food handling equipment and aluminum foil and other containers, and materials and supplies for any of the foregoing or for use in connection with the business of the corporation.

(b) To apply for, obtain, register, purchase, lease or otherwise acquire, hold, own, use, operate, introduce, develop or control, sell, assign or otherwise dispose of, take or grant licenses or other rights with respect to and in any and all ways to exploit or turn to account inventions, improvements, processes, copyrights, patents, trademarks, formulae, trade names and distinctive marks and similar rights of any and all kinds and whether granted, registered or established by or under the laws of the United States or of any state or country.

(c) To acquire, buy, purchase, lease, own, hold, sell, mortgage and encumber improved and unimproved real estate wherever situated and to construct and erect thereon factories, works, plants, stores, mills, hotels, houses and buildings.

(d) To purchase or otherwise acquire and to hold, sell, pledge or otherwise dispose of all forms of securities, including stocks, bonds, debentures, notes, certificates of indebtedness, certificates of interest, mortgages and other similar instruments and rights however issued or created, and to deal in and with the same and to issue in exchange therefor or in payment therefor its own stock, bonds or other obligations or securities and to exercise in respect thereof any and all rights, powers and privileges of individual ownership or interest therein, including the right to vote thereon and to consent or otherwise act with respect thereto; to do any and all acts and things for the preservation, protection, improvement and enhancement in value thereof, or designed to accomplish any such purpose and to aid by loan, subsidy, guaranty or in any other

manner, those issuing, creating or responsible for any of such securities; to acquire or become interested in any such securities as aforesaid by original subscription, underwriting, participation in syndicates or otherwise and to make payments thereon as called for and to underwrite or subscribe for the same conditionally or otherwise and either with a view to investment or for resale or for any other lawful purpose.

(e) To purchase or otherwise acquire, sell or otherwise dispose of, realize upon or otherwise turn to account, manage, liquidate or reorganize the properties, assets, business undertakings, enterprises or ventures or any part thereof of corporations, associations, firms, individuals, syndicates and others; to act as financial, commercial or general agent or representative of any corporation, association, firm, syndicate or individual and as such to develop, improve and extend the property, trade and business interests thereof and to aid any lawful enterprise in connection therewith and in connection with acting as agent or broker for any principal to give any other aid or assistance.

(f) To borrow money and for moneys borrowed or in payment for property acquired or for any other objects and purposes of the corporation or otherwise in connection with the transaction of any part of its business to issue bonds, debentures, notes and other obligations secured or unsecured and to mortgage, pledge or hypothecate any or all of its properties or assets as security therefor; to make, accept, endorse, guarantee, execute and issue notes, bills of exchange and other obligations; to mortgage, pledge or hypothecate any stocks, bonds, other evidences of indebtedness or securities and any other property held by it or in which it may be interested and to loan money with or without collateral or other security; to guarantee the payment of dividends upon stocks or the principal of and/or interest upon bonds, notes or other evidences of indebtedness or obligations or the performance of the contracts or other undertakings of any corporation, copartnership, syndicate or individual; to enter into, make and perform contracts of every kind and for any lawful purpose with any person, firm, corporation or syndicate.

(g) To purchase or otherwise acquire all or any part of the business, good will, rights, property and assets and to assume or otherwise provide for all or any part of the liabilities of any corporation, association, partnership or individual; to take over as a going concern and continue any business so acquired and to pay for any such business or properties, in cash, stock, bonds, debentures or obligations of this corporation or otherwise.

(h) To manufacture, buy or otherwise acquire and to sell or otherwise dispose of, distribute, deal in and deal with, either as principal, agent, dealer or broker, goods, wares and merchandise of every kind and description, including all materials or substances now known or hereafter to be discovered or invented; to purchase or otherwise acquire and to sell or otherwise dispose of, distribute, deal in and deal with, either as principal, agent, dealer or broker, all kinds of personal property of every sort and description wheresoever situated and all interests therein which this corporation may deem necessary or convenient in connection with any part of its business.

(i) To conduct any and all of its business in the State of Delaware and any other states, the District of Columbia, the territories, colonies and dependencies of the United States and in foreign countries and places and to have one or more offices outside of the State of Delaware, and to purchase or otherwise acquire, hold, mortgage, convey, transfer, or otherwise dispose of, outside of the State of Delaware, real and personal property.

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(j) To do all and everything necessary, suitable, convenient or proper for the accomplishment of any of the purposes or the attainment of any or all of the objects hereinbefore enumerated or incidental to the powers herein named, or which shall at any time appear conducive to or expedient for the protection or benefit of the corporation, either as holder of or as interested in any property or otherwise; and to have all the rights, powers and privileges named or hereafter conferred by the General Corporation Laws of the State of Delaware.

The foregoing clauses shall be construed both as objects and powers and it is hereby expressly provided that the enumeration herein of specific objects and powers shall not be held to limit or restrict in any manner the general powers of this corporation and all the powers of this corporation and all the powers and purposes hereinbefore enumerated shall be exercised, carried on and enjoyed by this corporation within the State of Delaware and outside of the State of Delaware to such extent and in such manner as corporations organized under the General Corporation Laws of the State of Delaware may properly and legally exercise, carry on and enjoy.

FOURTH: The total number of shares of Capital Stock which may be issued by the corporation is Two Billion Four Hundred Five Million (2,405,000,000) of which Two Billion Four Hundred Million (2,400,000,000) shares shall be Common Stock, par value of Thirty-three and One Third Cents (33-1/3 cents) per share, and Five Million (5,000,000) shares shall be Preferred Stock (hereinafter referred to as the “Preferred Stock”), par value of Two Dollars Fifty Cents ($2.50) per share.

The designations and the powers, preferences and rights, and the qualifications, limitations or restrictions of the shares of each class of stock are as follows:

PREFERRED STOCK

I. The Preferred Stock may be issued from time to time in one or more series, each of such series to have such voting powers full or limited, or without voting powers, such designation, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as are stated and expressed herein, or in a resolution or resolutions providing for the issue of such series adopted by the Board of Directors as hereinafter provided.

II. Authority is hereby expressly granted to the Board of Directors, subject to the provisions of this Article Fourth, to authorize one or more series of Preferred Stock and, with respect to each series (except the series hereinafter designated as $2 Convertible Preferred Stock), to fix by resolution or resolutions providing for the issue of such series:

(a) the number of shares to constitute such series and the distinctive designation thereof;

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(b) the dividend rate on the shares of such series, dividend payment dates, whether such dividends shall be cumulative, and, if cumulative, the date or dates from which dividends shall accumulate;

(c) whether or not the shares of such series shall be redeemable, and, if redeemable, the redemption prices which the shares of such series shall be entitled to receive upon the redemption thereof;

(d) whether or not the shares of such series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement and, if such retirement or sinking fund or funds be established, the annual amount thereof and the terms and provisions relative to the operation thereof;

(e) whether or not the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided in such resolution or resolutions;

(f) the preferences, if any, and the amounts thereof, which the shares of such series shall be entitled to receive upon the voluntary and involuntary dissolution of, or upon any distribution of the assets of, the corporation;

(g) the voting power, if any, of the shares of such series; and

(h) such other special rights and protective provisions as to the Board of Directors may seem advisable.

Notwithstanding the fixing of the number of shares constituting a particular series (including the $2 Convertible Preferred Stock) upon the issuance thereof, the Board of Directors may at any time thereafter authorize the issuance of additional shares of the same series.

III. Holders of Preferred Stock shall be entitled to receive, when and as declared by the Board of Directors, out of funds legally available for the payment of dividends, dividends at the annual rates fixed by the Board of Directors for the respective series and no more, payable on such dates in each year as the Board of Directors shall fix for the respective series as provided in subdivision (b) of Section II of this Article Fourth (hereinafter referred to as “dividend dates”), in preference to dividends on any other class of stock of the corporation, so that unless all accrued dividends on all series of Preferred Stock entitled to cumulative dividends shall have been declared and set apart for payment through the last preceding dividend date set for all such series and dividends on all other series of Preferred Stock shall have been declared and set apart for payment at the rate to which such other series of Preferred Stock are entitled for the period commencing the second preceding dividend date and ending on the last preceding dividend date set for such series, no cash payment or distribution shall be made to holders of the Common Stock of the corporation. No dividend shall be declared and set apart for payment on any series of Preferred Stock in respect of any dividend period unless there shall likewise be or have been declared and set apart for payment on all shares of Preferred Stock of each series entitled to cumulative dividends at the time outstanding dividends ratably in accordance with the sums

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which would be payable on the said shares through the last preceding dividend date if all dividends were declared and paid in full. Nothing herein contained shall be deemed to limit the right of the corporation to purchase or otherwise acquire at any time any shares of its capital stock; provided that no shares of capital stock shall be repurchased at any time when accrued dividends on any series of Preferred Stock entitled to cumulative dividends remain unpaid for any period to and including the last preceding dividend date.

For the purposes of this Article Fourth, and of any certificate fixing the terms of any series of Preferred Stock, the amount of dividends “accrued” on any share of Preferred Stock of any series entitled to cumulative dividends as at any dividend date shall be deemed to be the amount of any unpaid dividends accumulated thereon to and including such dividend date, whether or not earned or declared, and the amount of dividends “accrued” on any share of Preferred Stock of any series entitled to cumulative dividends as at any date other than a dividend date shall be calculated as the amount of any unpaid dividends accumulated thereon to and including the last preceding dividend date, whether or not earned or declared, plus an amount computed, on the basis of 360 days per annum, for the period after such last preceding dividend date to and including the date as of which the calculation is made at the annual dividend rate fixed for the shares of such series or class.

IV. In the event that the Preferred Stock of any series shall be entitled to a preference upon the dissolution of, or upon any distribution of the assets of, the corporation, then upon any such dissolution of, or distribution of the assets of, the corporation, before any payment or distribution of the assets of the corporation (whether capital or surplus) shall be made to or set apart for any other series or class or classes of stock, the holders of such series of Preferred Stock shall be entitled to payment of the amount of the preference, if any, payable upon such dissolution of, or distribution of the assets of the corporation as may be fixed by the Board of Directors for the shares of the respective series as provided in subdivision (f) of Section II of this Article Fourth before any further payment or distribution shall be made on any other class or series of capital stock. If, upon any such dissolution, or distribution, the assets of the corporation distributable among the holders of any such series of the Preferred Stock entitled to a preference shall be insufficient to pay in full the preferential amount aforesaid, then such assets, or the proceeds thereof, shall be distributed among the holders of each such series of the Preferred Stock ratably in accordance with the sums which would be payable on such distribution if all sums payable were discharged in full. The voluntary sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the corporation, the merger or consolidation of the corporation into or with any other corporation, or the merger of any other corporation into it, shall not be deemed to be a dissolution of, or a distribution of the assets of, the corporation, for the purpose of this Section IV.

V. In the event that the Preferred Stock of any series shall be redeemable, then, at the option of the Board of Directors, the corporation at any time or from time to time may redeem all, or any number less than all, of the outstanding shares of such series at the redemption price thereof fixed by the Board of Directors as provided in subdivision (c) of Section II of this Article Fourth (the sum so payable upon any redemption of Preferred Stock being herein referred to as the “redemption price”); provided, that not less than 30 days previous to the date fixed for redemption a notice of the time and place thereof shall be mailed to each holder of record of the shares so to be redeemed at his address as shown by the records of the corporation; and provided

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further, that in case of redemption of less than all of the outstanding shares of any series of Preferred Stock the shares to be redeemed shall be chosen by lot in such equitable manner as may be prescribed by the Board of Directors. At any time after notice of redemption shall have been mailed as above provided to the holders of the stock so to be redeemed, the corporation may deposit the aggregate redemption price, in trust, with a bank or trust company in the Borough of Manhattan, The City of New York, having capital, surplus and undivided profits of at least $5,000,000, named in such notice, for payment, on or before the date fixed for redemption, of the redemption price for the shares called for redemption. Upon the making of such deposit, or if no such deposit is made then upon such redemption date (unless the corporation shall default in making payment of the redemption price), holders of the shares of Preferred Stock called for redemption shall cease to be stockholders with respect to such shares notwithstanding that any certificate for such shares shall not have been surrendered, and thereafter such shares shall no longer be transferable on the books of the corporation and such holders shall have no interest in or claim against the corporation with respect to said shares, except the right (a) to receive payment of the redemption price upon surrender of their certificates, or (b) to exercise on or before the date fixed for redemption the rights, if any, not theretofore expiring, to convert the shares so called for redemption into, or to exchange such shares for, shares of stock of any other class or classes or of any other series of the same class or any other class or classes of stock of the corporation. Any funds deposited in trust as aforesaid which shall not be required for such redemption, because of the exercise of any right of conversion or otherwise subsequent to the date of such deposit, shall be returned to the corporation forthwith. The corporation shall be entitled to receive from any such bank or trust company the interest, if any, allowed on any moneys deposited as in this Section provided, and the holders of any shares so redeemed shall have no claim to any such interest. Any funds so deposited by the corporation and unclaimed at the end of five years from the date fixed for such redemption shall be repaid to the corporation upon its request, after which repayment the holders of such shares who shall not have made claim against such moneys prior to such repayment shall be deemed to unsecured creditors of the corporation, but only for a period of two years from the date of such repayment (after which all rights to holders of such shares as unsecured creditors or otherwise shall cease), for an amount equivalent to the amount deposited as above stated for the redemption of such shares and so repaid to the corporation, but shall in no event be entitled to any interest.

In order to facilitate the redemption of any shares of Preferred Stock, the Board of Directors is authorized to cause the transfer books of the corporation to be closed as to the shares to be redeemed.

VI. Any shares of Preferred Stock which shall at any time have been redeemed, or which shall at any time have been surrendered for conversion or exchange or for cancellation pursuant to any retirement or sinking fund provisions with respect to any series of Preferred Stock, shall be retired and shall thereafter have the status of authorized and unissued shares of Preferred Stock undesignated as to series.

VII. There is hereby authorized an initial series of the Preferred Stock having the following voting powers, designation, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions:

(a) The number of shares to constitute such series shall be Two million eight hundred thirty thousand (2,830,000) and the distinctive designation thereof shall be “$2 Convertible Preferred Stock”.

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(b) The dividend rate on the shares of such series shall be $2.00 per annum, payable in cash quarterly on January 1, April 1, July 1 and October 1 in each year. Dividends shall accumulate on any shares of such series issued upon conversion of outstanding shares of Ekco Products Company upon the Merger Date of the Agreement of Merger (herein called the “Agreement of Merger”) dated July 29, 1965 of American Home Products Corporation and Ekco Products Company from and after January 1, 1966 and upon any other shares of such series from and after the dividend date next following the issuance of such shares.

(c) The shares of such series shall be redeemable on and after the fifth anniversary of the Merger Date of the Agreement of Merger if at the time of mailing of the notice of redemption the average market price per share (as hereafter defined) of the Common Stock is at least $80.00 per share, or in the event that an adjustment in the number of shares issuable upon conversion of shares of such series under Section (e) of this Article Fourth shall have occurred, then a market price per share equal to the product of multiplying $60.00 per share by the reciprocal of the then current conversion rate and the redemption price which the shares of such series shall be entitled to receive upon the redemption thereof shall be the amount of $60.00 per share in cash plus a sum equal to the accrued but unpaid dividends thereon to the redemption date.

(d) The shares of such series shall not be subject to the operation of any sinking fund to be applied to the purchase or redemption of such shares for retirement.

(e) Subject to the provisions for adjustment hereinafter set forth, the shares of such series shall be convertible at the option of the holder thereof, at any time, upon surrender for conversion to any Transfer Agent for such shares of the certificate representing the shares so to be converted, into full paid and non-assessable shares of Common Stock of the corporation at the rate of .75 shares of Common Stock for each such share of such series so surrendered for conversion. The right, if any, to convert shares of such series called for redemption shall terminate at the time specified in the notice of redemption given pursuant to the provisions of Section VII of this Article Fourth. Upon conversion, no payment or adjustment shall be made for dividends on any class of shares.

The number of shares of Common Stock and the number of shares of stock of other classes of the corporation, if any, into which each share of such series is convertible shall be subject to adjustment from time to time as follows:

(i) In case the corporation shall (a) take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend declared payable in shares of the corporation, (b) subdivide its outstanding Common Stock, (c) combine the outstanding Common Stock into a smaller number of shares, or (d) issue by reclassification of shares of Common Stock any shares of the Corporation, the holder of each share of such series shall thereafter be entitled to receive upon the conversion of such share, the number of shares of the corporation which he would have owned or have been entitled to receive after the happening of any of the events described above had such share been converted immediately prior to the happening of such event. Further such adjustment shall be made whenever any of the events listed above shall occur.

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(ii) In case the corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase shares of Common Stock at a price per share less than the average market price (as hereinafter defined) for the time at which such record is taken, in each such case, the number of shares of Common Stock into which each such share of such series shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of such series was theretofore convertible by a fraction of which the numerator shall be the sum of the number of shares of Common Stock outstanding at the time of the taking of such record and the number of additional shares of Common Stock so offered for subscription or purchase, and of which the denominator shall be the sum of the number of shares of Common Stock outstanding at the time of the taking of such record and the number of shares of Common Stock which the aggregate public offering price (without deduction of expenses of the issue, including underwriting commissions) of the total number of shares so offered would purchase at the average market price per share for such time.

(iii) In case the corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any distribution of evidence of its indebtedness or assets (excluding cash distributions on Common Stock after December 31, 1964 not exceeding the amount of consolidated net earnings after December 31, 1964 of the corporation and its subsidiaries, less cash distributions after December 31, 1964 on stock other than Common Stock, all determined in accordance with good accounting practice) or rights to subscribe, excluding those referred to in paragraph (ii) above, in each such case the number of shares of Common Stock into which each such share of such series shall thereafter be convertible shall be determined by multiplying the number of shares of Common Stock into which such share of such series was theretofore convertible by a fraction of which the numerator shall be the average market price per share of Common Stock for the time at which such record is taken and of which the denominator shall be the average market price per share of Common Stock for such time less the fair value (as determined by the Board of Directors of the corporation, whose determination shall be conclusive and described in a statement filed with the Transfer Agent or Agents for such shares of such series and for the Common Stock) of the portion of the assets or evidences of indebtedness so distributed or of such subscription rights applicable to one of the outstanding shares of Common Stock.

(iv) For the purpose of any computation under this Article Fourth, the “average market price per share” of any shares of capital stock for any time shall be the average of the daily mean of the high and low sales prices, or bid prices, as the case may be, for five consecutive business days commencing ten business days before the time in question on which transactions have been reported by any accepted financial publication of general circulation in the Borough of Manhattan, The City of New York, on the New York Stock Exchange, if such shares are regularly traded on such Exchange, or on any other national securities exchange if such shares be not regularly traded on the New York Stock Exchange, or if such shares be not regularly traded on any national securities exchange the bid prices as reported by the National Quotation Bureau, Inc. or by any successor organization.

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(v) No adjustment in the number of shares of Common Stock into which any share of such series is convertible shall be required unless such adjustment would require an increase or decrease of at least 1% in the total number of shares of Common Stock into which all shares of such series are then convertible; provided, however, that any adjustments which by reason of this paragraph (v) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(vi) If the corporation shall take a record of the holders of its Common Stock for the purpose of entitling them to receive any dividend, distribution or subscription rights and shall, thereafter and before delivery to shareholders of any such dividend, distribution or subscription rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription rights, then no adjustment in the number of shares of Common Stock or of other shares of the corporation into which any share of such Stock is convertible, nor the giving of any notice to the holders of shares of such series, shall be required by reason of the taking of such record.

(vii) Whenever any adjustment is required in the shares into which any share of such series is convertible, the corporation shall forthwith (a) file with the Transfer Agent or Transfer Agents for shares of such series and for the Common Stock a statement describing in reasonable detail the adjustment and the method of calculation used, and (b) cause a notice stating the nature and amount of such adjustment to be published at least once in a newspaper printed in the English language and customarily published on five days of each calendar week and of general circulation in the Borough of Manhattan, The City of New York and in the City of Chicago, Illinois.

(viii) No fractional shares shall be issued upon conversion of shares of such series, but in lieu thereof the corporation shall pay to the holder thereof an amount in cash equal to the value of such fractional interest in a share determined upon the basis of the closing price per share on the New York Stock Exchange as reported in an accepted financial publication of general circulation in the Borough of Manhattan, The City of New York if such shares are regularly traded upon such exchange or on any other national securities exchange if such shares be not regularly traded on the New York Stock Exchange, or if such shares be not regularly traded on any national securities exchange upon the basis of the closing bid price reported by the National Quotation Bureau, Inc. or by any successor organization, on the date upon which the certificate representing the shares of such series shall be surrendered for conversion.

(ix) Shares of such series shall be deemed to be converted and the holder thereof shall be deemed to have become a holder of record of the shares of the corporation into which the shares of such series are convertible at the close of business on the date upon which the certificate representing shares of such series has been surrendered to any Transfer Agent for conversion, or if such date shall be a legal holiday in the jurisdiction in which such Transfer Agent is located or a date fixed by the Board of Directors for the closing of the transfer books or the taking of a record of the holders of the shares of the corporation into which the shares of such series are convertible, then on the next succeeding business day when such transfer books are open.

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(x) The corporation shall at all times reserve and keep available out of its authorized but unissued shares the full number of shares into which all shares of such series from time to time outstanding are convertible.

(f) The shares of such series shall be entitled to receive in preference to shares of the Common Stock of the corporation upon any dissolution of, or distribution of assets of, the corporation (i) the amount of $60.00 per share in the event of any voluntary liquidation, dissolution or winding-up of the corporation and (ii) the amount of $52.50 in the event of any involuntary liquidation, dissolution or winding-up of the corporation, plus, in either case, an amount equal to all accrued but unpaid dividends to the date of such liquidation, dissolution or winding-up.

(g) The shares of such series shall be entitled to thirty-six (36) votes per share voting with the shares of Common Stock at any annual or special meeting of stockholders for the election of directors and upon any other matter coming before such meeting. In addition, the shares of such series shall have the following special voting powers and rights:

(i) So long as any shares of such series are outstanding, the corporation shall not, without the consent (given by vote at a meeting called for that purpose) of the holders of at least two-thirds of the total number of shares of such series and any other series of the Preferred Stock then outstanding having voting rights in the premises, voting as a class:

(a) create or authorize any class of stock ranking prior to or on a parity with the Preferred Stock, or create or authorize any obligation or security convertible into shares of stock of any such class; or

(b) amend, alter, change or repeal any of the express terms of such series or of the Preferred Stock then outstanding in a manner prejudicial to the holders thereof;

provided, however, if any such change shall effect only a single series of the Preferred Stock, then only the holders of such series shall have any special voting right hereunder.

(ii) If and when dividends payable on such series shall be in default in an amount equivalent to six (6) full quarter-yearly dividends on all shares of such series at the time outstanding, the number of directors of the corporation shall thereupon, and until all dividends in default on such series shall have been paid or declared and set apart for payment, be two more than the full number constituting the Board of Directors immediately prior to such default. The holders of all shares of such series, voting separately as one class with any other series of the Preferred Stock having voting powers in the premises, shall be entitled to elect directors to fill the vacancies resulting from such increase in the number of directors of the corporation. Such holders shall, at a meeting called and held as provided in subparagraph (v) hereof elect such two directors to hold office until the next annual meeting of stockholders; provided, however, that the terms of office of all such directors shall terminate upon the curing of all defaults in dividends on such series as provided in subparagraph (iii) hereof, unless dividend defaults shall still exist on other series of the Preferred Stock.

(iii) If and when all dividends then in default on such series at the time outstanding shall be paid, the holders of shares of such series shall thereupon be divested of any special right

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with respect to the election of directors provided in subparagraph (ii) hereof and the number of directors of the corporation shall be reduced by two (except as provided in paragraph (ii) hereof); but always subject to the same provisions for vesting such special rights in such series in case of further like default or defaults in dividends thereon.

(iv) In case of any vacancy in the Board of Directors occurring among the directors elected by the holders of such series, as a class, pursuant to subparagraph (ii) hereof, the holders of such series and of any other series of Preferred Stock then outstanding and entitled to vote may elect a successor to hold office for the unexpired term of the directors whose place shall be vacant. In all other cases, any vacancy occurring among the directors shall be filled by the vote of a majority of the remaining directors.

(v) Whenever the holders of such series, as a class, become entitled to elect directors of the corporation pursuant to subparagraph (ii) or (iv) hereof, a meeting of the holders of such series shall be held at any time thereafter upon call by the holders of not less than 1,000 shares of such series or upon call by the Secretary of the corporation at the request in writing of any stockholder addressed to him at the principal office of the corporation. At all meetings of stockholders held for the purpose of electing directors during such times as the holders of shares of such series shall have the special right, voting separately as one class, to elect directors pursuant to subparagraph (ii) hereof, the presence in person or by proxy of the holders of a majority of the outstanding shares of the series of Preferred Stock entitled to vote separately as a class shall be required to constitute a quorum of such class for the election of directors for such class; provided, however, that the absence of a quorum of the holders of stock of such class shall not prevent the election at any such meeting or adjournment thereof of any other directors by the necessary quorum of the holders of all classes of stock having voting rights for the election of directors (other than as a separate class) if such quorum is present in person or by proxy at such meeting; and provided further that in the absence of a quorum of the holders of stock having the right to vote separately as a class, a majority of those holders of the stock of such class who are present in person or by proxy shall have power to adjourn the election of the directors to be elected by such class from time to time without notice other than announcement at the meeting until the holders of the requisite number of shares of such class shall be present in person or by proxy.

(h) The shares of such series shall not have any other special rights or provisions.

COMMON STOCK

Each share of Common Stock shall be equal in all respects to every other share of the Common Stock of the Corporation.

FIFTH: The corporation is to have perpetual existence.

SIXTH: The private property of the stockholders shall not be subject to the payment of corporate debts to any extent whatever.

SEVENTH: The Board of Directors of the corporation shall have power to issue the authorized shares of stock of the corporation from time to time for such consideration as they may fix and determine.

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EIGHTH: In furtherance and not in limitation of powers conferred by Statute the following provisions are inserted for the regulation of the business and to define and regulate the powers of the corporation and of its directors and stockholders:

(a) The number of directors of the corporation shall be fixed and may be altered from time to time as may be provided in by-laws. Any vacancies in the Board of Directors, by reason of an increase in the number of directors or otherwise, shall be filled solely by the Board of Directors, by a majority vote of the directors then in office, though less than a quorum, but any such director so elected shall hold office only until the next succeeding annual meeting of stockholders. Advance notice of nominations for the election of directors, other than by the Board of Directors or a committee thereof, shall be given in the manner provided in the by-laws.

(b) The Board of Directors may, by majority vote of the whole Board designate three or more directors to constitute an Executive Committee which, to the extent provided by the directors or in the by-laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and shall have power to authorize the seal of the corporation to be affixed to all papers which may require it.

(c) The Board of Directors shall have power to make, alter, amend or repeal the by-laws of the corporation, but any by-laws so made, altered or amended by the directors may be altered or repealed by the stockholders.

(d) No holder of stock shall be entitled as of right to subscribe for, purchase or receive any part of any authorized but unissued stock or of any new or additional issue of stock, preferred or common, or of bonds, notes, debentures or other securities convertible into stock, but all such unissued, new or additional shares of stock or bonds, notes, debentures or other securities convertible into stock may be issued and disposed of by the Board of Directors to such person or persons and on such terms and for such lawful consideration as the Board of Directors in their absolute discretion may deem advisable.

(e) The corporation reserves the right to amend, alter or repeal any provision herein contained in the manner now or hereafter prescribed by law and all rights conferred on stockholders hereunder are granted subject to this provision.

(f) A director may (except directors elected by shares of Preferred Stock voting separately as a class), by vote of a majority of the entire Board of Directors for any cause deemed by them sufficient, be removed as such director. Directors of the corporation need not be stockholders therein.

(g) A director of the corporation shall not, in the absence of fraud, be disqualified by his office from dealing or contracting with the corporation either as a vendor, purchaser or otherwise, nor in the absence of fraud shall any transaction or contract of the corporation be void or voidable by reason of the fact that any director or any firm of which any director is a member, or any corporation of which any director is a shareholder or director is in any way interested in such transaction or contract, provided that such transaction or contract is or shall be authorized, ratified or approved either:

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(1) by vote of a majority of a quorum of the Board of Directors or of the Executive Committee without counting in such majority or quorum any director so interested or a member of a firm so interested or a shareholder or a director of a corporation so interested, or

(2) by vote at a stockholders’ meeting of the holders of record of a majority of all the outstanding shares of stock of the corporation, or by writing or writings signed by a majority of such holders; nor shall any director be liable to account to the corporation for any profit realized by him from or through any such transaction or contract of the corporation ratified or approved as aforesaid by reason of the fact that he or any firm of which he is a member or any corporation of which he is a shareholder or director was interested in such transaction or contract. Nothing herein contained shall create any liability in the events above described or prevent the authorization, ratification or approval of such contracts or transactions in any other manner permitted by law.

(h) Any action required or permitted to be taken by the stockholders of the corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders. Except as provided in paragraph VII(g)(v) of Article FOURTH respecting rights of holders of Preferred Stock to call meetings of such holders in certain dividend default situations, special meetings of stockholders, unless otherwise provided in law, may be called only by the Chairman or Vice-Chairman of the Board of Directors or the President, or by the Secretary on the written request of a majority of all the directors, such request to state the purpose of the proposed meeting.

NINTH: No director shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director, except (i) for breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

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EX-10.1

Exhibit 10.1

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH 2005 AMENDED

AND RESTATED STOCK INCENTIVE PLAN

DATE OF GRANT                         

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

Name

Address 1

Address 2

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

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

• You have received a copy of the Plan.

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

• You understand and agree that the Committee has the right to reduce, without your consent, through the exercise of Negative Discretion, the amount of the award earned by you hereunder, and it is anticipated that the Committee will exercise such Negative Discretion with respect to the amount of such final award.

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

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

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

3. Conversion to Common Stock.

(a) General Rule. The Committee shall establish the EPS Target for the Performance Year and the corresponding Performance Grid within the 90-day period beginning on January 1^st of the Performance Year. Subject to the Committee’s exercise of Negative Discretion, the award to you pursuant to this Agreement shall be based upon the Company’s EPS for the Performance Year and the payment amounts specified in the Performance Grid (up to a maximum of 200% of the Target Award); provided, however, that, subject to the exercise of Negative Discretion, you shall earn 25% of the Target Award if the Company has positive Consolidated Earnings for the Performance Year. At a meeting of the Committee to be held within the 90-day period following the end of the Performance Year, the Committee shall (i) certify for purposes of this Agreement the Company’s EPS, if any, for the Performance Year and determine whether the Company has achieved positive Consolidated Earnings for the Performance Year and (ii) exercise any Negative Discretion with respect to the amount earned by you hereunder. Subject to your applicable Deferral Election or Re-Deferral Election, as the case may be, the percentage of Units earned by you hereunder after the exercise of Negative Discretion shall be converted, as of the Conversion Date, into Common Stock, and all rights with respect to any remaining portion of the Units hereunder shall be forfeited and surrendered to the Company. Notwithstanding anything in this Agreement to the contrary, upon your forfeiture for any reason of all rights to the Units granted hereunder, such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such forfeiture.

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

4. Deferral Elections and Re-Deferral Elections.

(a) Deferral Elections. You are eligible to make a Deferral Election to defer the issuance to you of all of the shares of Common Stock otherwise issuable to you as of the Conversion Date. To make a Deferral Election, you must complete an election form approved by the Committee that conforms to the terms of the attached ANNEX 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 the date that is thirty (30) days following the Date of Grant indicated above or such earlier date as may be required by applicable law and communicated to you by the Committee. All Deferral Elections must comply with the applicable procedures established by the Committee from time to time. If you make such a Deferral Election (or a Re-Deferral Election pursuant to Paragraph 4(b)), then, as of the Conversion Date, the following shall apply: (i) the Units that would have been earned as of the Conversion Date (after application of Negative Discretion) shall be cancelled; (ii) in exchange for such cancelled Units, you will have a future right to receive a number of shares of Common Stock equal to the number of Units so cancelled, subject to Paragraph 5(d); and (iii) as of the Conversion Date, the Company shall contribute to the Restricted Stock Trust, subject to Paragraph 5(d), a number of shares of Common Stock equal to the number of Units cancelled, which shares shall be used to satisfy the Company’s payment obligations to you under your Deferral Election and this Agreement, and such shares shall be

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issued to you as of the Payment Date(s) specified in your Deferral Election or Re–Deferral Election, as the case may be, subject to Paragraphs 6, 7, 8 or 12. Notwithstanding anything in this Paragraph 4(a) to the contrary, if the Committee determines that a Deferral Election is not made within the timeframe required by this Paragraph 4(a) or, as of the last date for submitting such election, is not permitted under the Agreement, such election shall be null and void and the shares (if any) issuable to you under the Agreement will be issued as of the Conversion Date.

(b) Re–Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re–Deferral Election with respect to all of the shares of Common Stock earned or eligible to be earned by you under this Agreement, even if you do not make a Deferral Election pursuant to Paragraph 4(a). Any such Re–Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and received by the Record Keeper at least 12 months prior to the Payment Date then in effect previously specified in your Deferral Election (or prior Re–Deferral Election) or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least 12 months prior to the Conversion Date and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or if, a Deferral Election or a prior Re-Deferral Election is not in effect, five years from the Conversion Date, as the case may be. To the extent that a Payment Date is delayed pursuant to Paragraph 7(a)(i)(B), (C) or (D), the one-year period referenced in clause (ii) and the five-year period referenced in clause (iii) of this Paragraph 4(b) shall be measured from the Conversion Date. Notwithstanding anything in this Agreement to the contrary, (A) a Re–Deferral Election will be permitted or honored solely to the extent that it is timely and conforms to the Agreement 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 unless otherwise permitted under the Agreement and 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 (after application of Negative Discretion) that are to be issued to you as of such Payment Date shall be delivered either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock certificate representing such shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws. Upon such issuance, you shall be the record owner of such shares and shall be entitled to all of the rights of a stockholder of the Company, including the right to vote and the right to receive dividends.

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

(c) Deferral Election. If you make a Deferral Election or Re-Deferral Election, the shares of Common Stock to be issued to you, if earned, pursuant to this Agreement shall be

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issued to you as soon as of the Payment Date(s) specified in such Deferral Election or Re–Deferral Election, subject to Paragraphs 6, 7, 8 or 12, and delivered to you as soon as practicable after the Payment Date(s).

(d) Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state, local and foreign 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 (i.e., Social Security, Medicare and state and local unemployment taxes) that may be due under applicable law as of the Conversion Date or such other time (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and, if a Deferral Election or a Re-Deferral Election is in effect, the minimum federal, state, local and foreign income tax withholding obligations imposed on the Company in respect of the income attributable to the shares issued to satisfy such other tax withholding obligations, (C) with respect to a U.S. Expatriate, the minimum federal, state and local tax withholding obligations pursuant to clauses (A) and (B) of this Paragraph 5(d) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (D) the Administrative Fee determined in accordance with Annex B, in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market per-share price 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.

(e) Compliance with Section 409A. To the extent that the shares of Common Stock, if any, issuable to you under this Agreement (i) constitute a deferral of compensation within the meaning of Section 409A, (ii) are to be issued in connection with your Separation from Service (for any reason other than death) during the period beginning on your Separation from Service and ending on the six-month anniversary of such date and (iii) at the time of such Separation from Service, you are a Specified Employee, then such issuance shall be delayed until the first day of the month following the six-month anniversary of your Separation from Service.

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

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

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

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

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

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

(a) Prior to Conversion Date.

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

(A) No Deferral/Re–Deferral Election. If you did not make a Deferral Election or Re–Deferral Election, as the case may be, with respect to such shares, subject to Paragraph 7(a)(iii), the shares of Common Stock shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the Conversion Date.

(B) Deferral/Re–Deferral Election—Retirement. If you made a Deferral Election or Re–Deferral Election, as the case may be, with respect to such shares and the Separation from Service is by reason of Retirement, the shares subject to such Deferral Election or Re–Deferral Election shall be issued to you, subject to Paragraph 7(a)(iii), in the form elected by you in the Deferral Election or Re–Deferral Election, as the case may be, as of the later of (x) the Payment Date(s) specified in your Deferral Election or Re–Deferral Election, and (y) the Conversion Date.

(C) Deferral/Re–Deferral Election—Disability; Death. Notwithstanding anything in this Paragraph 7(a) to the contrary, if (x) your Separation from Service is by reason of your Disability or death or you die after a Separation from Service by reason of Retirement or Disability and (y) you have shares of Common Stock subject to a Deferral Election or Re–Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to you, your legal representative or other person

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designated by an appropriate court as entitled to take receipt thereof, or your Beneficiary, as the case may be, in a lump sum as of the Conversion Date, regardless of the Payment Date(s) specified in your Deferral Election or Re–Deferral Election.

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

(iii) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service prior to the Conversion Date by reason of Retirement and following such Separation from Service but prior to the Conversion Date you: (A) become or serve 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 as determined by the Committee or its designee or (B) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company you shall forfeit all rights to all Units granted hereunder.

(b) On or After Conversion Date.

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

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

(iii) Deferral/Re-Deferral Election—Disability; Death. Notwithstanding anything in this Paragraph 7(b) to the contrary, if (A) your Separation from Service is by reason of your Disability or death or you die after a Separation from Service by reason of Retirement or Disability, and (B) you have shares of Common Stock subject to a Deferral Election or Re–Deferral Election, as the case may be, that have not then been issued to you, such shares, if earned, shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, or your Beneficiary, as the case may be, in accordance with Paragraph 5, in a lump sum as of the first day of the month following the date of such Separation from Service or your death, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

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8. Distribution in the Event of Financial Hardship.

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

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

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

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10. Definitions and Rules of Construction.

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

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

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

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

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

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

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

“Consolidated Earnings” means the consolidated net income for the Performance Year, (i) adjusted to omit the effects of unusual and infrequent items, all as shown on the audited financial statements of the Company, as determined in accordance with accounting principles generally accepted in the United States, and (ii) subject to such additional adjustments as the Committee in its discretion shall specify within the 90-day period beginning January 1^st of the Performance Year.

“Conversion Date” means the date during the 90-day period following the end of the Performance Year on which the Committee makes the determination set forth in Paragraph 3(a); provided, however, that for purposes of Paragraph 4(b), Conversion Date shall be deemed to mean January 1, 2010.

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

“Disability” means a Separation from Service by reason of disability for purposes of at least one qualified retirement plan or long-term disability plan maintained by the Company in which you participate.

“EPS” means the earnings or net income per share of common stock of the Company for the Performance Year, (i) adjusted to omit the effects of unusual and infrequent items, all as shown on the audited financial statements of the Company, as determined in accordance with accounting principles generally accepted in the United States, and (ii) subject to such additional adjustments as the Committee in its discretion shall specify within the 90-day period beginning January 1^st of the Performance Year.

“EPS Target” shall be the EPS target amount established by the Committee at a meeting to be held within the 90-day period beginning January 1^st of the Performance Year.

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

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

“Negative Discretion” means the right and ability of the Committee in its sole and absolute discretion to reduce the award payable to you under this Agreement from the amount of the award otherwise payable to you hereunder based on the Company’s actual performance for the Performance Year. The Committee shall exercise such Negative Discretion within the 90-day period beginning on January 1, 2010 based upon such subjective or objective factors as shall be selected by the Committee for this purpose.

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

“Performance Grid” shall be the performance grid established by the Committee at a meeting to be held within the 90-day period beginning January 1^st of the Performance Year, which shall plot the different payout percentage levels at various EPS Targets achieved.

“Performance Year” shall mean 2009.

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

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

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

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

“Retirement” means, for purposes of the Agreement, your (a) attainment of age 65 or (b) attainment of age 55 with 5 years of service, determined in accordance with the service crediting method set forth in the Wyeth Retirement Plan – United States or a successor qualified retirement plan of the Company.

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

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

“Specified Employee” means (i) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12-month period ending on December 31^st of a calendar year and (ii) to the extent not otherwise included in (i) hereof, each of the top-100 paid individuals (based on taxable wages for purposes of Section 3401(a) of the Code as reported in Box 1 of Form 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 “Specified 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.

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

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) an illness or accident of you, your spouse, your Beneficiary or any of your dependents

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(as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (b) a loss of your property by reason of casualty (including the need to rebuild your home following damage to your home not otherwise covered by insurance) 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.

“U.S. Expatriate” means a Participant who is a U.S. taxpayer temporarily working on assignment outside of the United States and who is subject to a tax equalization agreement that authorizes the Company to withhold federal, state and local income taxes from any payment under this Agreement.

(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 shall have the right, at any time, in its discretion, to (i) subject to Section 409A, amend, modify, cancel or rescind, without your consent any or all of the terms and conditions of the Plan and this Agreement, (ii) accelerate, solely to the extent permitted under Section 409A, the issuance of any shares of Common Stock earned under the Agreement or (iii) terminate the Plan, to comply with any applicable law, regulation, ruling or other regulatory guidance, including, without limitation, 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 or 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 applicable law and deemed advisable by the Committee; provided, however, that, except as otherwise noted below in this Paragraph 11(c), no action shall be taken pursuant to this sentence with respect to any provision or Committee action that would directly or indirectly delay the deadline for making a Deferral Election or Re–Deferral Election

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or change (i) the number of shares of Common Stock issued under the Agreement, (ii) the time or form of issuance pursuant to the Agreement or (iii) the events that trigger issuance of the shares. Notwithstanding the foregoing, to the extent the Committee anticipates that issuance of the shares of Common Stock earned under the Agreement would violate Rule 16b-3 or its successor under the Exchange Act or other applicable law (including, without limitation, other Federal securities laws), issuance of such shares shall be delayed. In the event of such delay, the shares shall be issued as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12. Change of Control.

(a) Vesting. Upon a Change of Control, 80% of your Units shall fully vest and 20% of your Units shall forfeit without further consideration to you. You hereby acknowledge and agree that for all purposes of the 1998 and 2006 change in control severance agreements entered into by and between you and the Company (as amended) and any subsequent replacement agreement therefor, including, without limitation, the calculation of “Stock Option Value” under the 1998 agreement, this award shall be deemed to be an award of 80% of the Target Award.

(b) No Deferral of Compensation. If, as of a Change of Control, your Units do not constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then 30 days after such Change of Control, the shares of Common Stock in settlement of such Units shall be issued, except as otherwise provided in Paragraph 12(d), to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 5, in a lump sum.

(c) Deferral of Compensation. If, as of a Change of Control, your Units constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A or have been cancelled, in whole or in part, pursuant to Paragraph 4(a) or 12(a), then, solely to the extent that such Change of Control is a change of control event within the meaning of Section 409A, the Committee may, in its discretion, terminate the Plan in accordance with Section 409A and, except as otherwise provided in Paragraph 12(d), and without regard to any Deferral Election or Re–Deferral Election, issue in a lump sum to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 5, the shares of Common Stock then issuable to you pursuant to this Section 12(c); provided, that, such issuance shall be at a time and in a manner that will not result in the imposition on you of adverse or unintended tax consequences under Section 409A.

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

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13. Effect of Acknowledgement. In order to receive the award described in this Agreement, you must acknowledge receipt of the Agreement as soon as reasonably practicable by using the applicable procedure established by the Committee for such purpose. By acknowledging receipt in accordance with this Paragraph 13, you are agreeing to the terms and conditions of this Agreement and to amendment in accordance with the deadline imposed by Section 409A of any prior award agreement from the Company to incorporate terms and conditions that are substantially similar to those set forth in this Agreement to the extent that such award agreement relates to stock units that were not earned and vested as of December 31, 2004 or to shares of Common Stock that have not been issued to you as of December 31, 2007.

WYETH
By:
	Treasurer

ACCEPTED AND AGREED TO:

Name (Please Print)

Signature

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ANNEX A

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS AND RE-DEFERRAL ELECTIONS

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

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

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

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

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

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

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the first day of the month following your Retirement or a later date that is one or more years after your Retirement. Installments will be treated as a single payment form. You must elect a Payment Date that will result 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. If your payment election would result in the issuance of shares to you following the calendar year in which you attain age 80, any earned and unissued shares otherwise scheduled pursuant to your election to be issued to you after the year in which you attain age 80 will be issued to you on the scheduled payment date for the year in which you attain age 80.

A-1

5. You may make a Re–Deferral Election in the following circumstances:

a. If you do not make a Deferral Election in accordance with Paragraph 4(a), you may make a Re-Deferral Election at any time before the date that is 12 months prior to the Conversion Date; or

b. If you have a Deferral Election or a Re-Deferral Election in effect and later wish to further defer issuance of the shares of Common Stock (if any) issuable to you under the Agreement, you may make a Re–Deferral Election at any time before the date that is 12 months prior to the earlier of (i) the Payment Date you elected in your Deferral Election or Re-Deferral Election (or, if you had elected to receive the shares of Common Stock as a Retirement Benefit paid in installments, 12 months before the date the first installment is scheduled to be paid) and (ii) the Payment Date that would apply under the terms of the Agreement.

In all cases, your Re-Deferral Election must defer issuance of the shares of Common Stock for a period of not less than five years from the Payment Date then in effect under your Deferral Election or Re-Deferral Election (if any) or the Payment Date established under the Agreement and must comply with Paragraph 4(b). Further, your Re-Deferral Election will not take effect until at least 12 months after the date on which such election is made.

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

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

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

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

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d. If you make a Deferral Election or Re–Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit, you may make a subsequent Re–Deferral Election to the extent permitted by Paragraph 4(b) of the Agreement and Paragraph 5 of this ANNEX A with respect to such shares, as long as (x) issuance of the shares subject to your Deferral Election or prior Re–Deferral Election has not commenced at the time of such subsequent Re–Deferral Election and (y) if, prior to such subsequent Re–Deferral Election, you incurred a Separation of Service, it was by reason of Retirement.

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

f. If you make a Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in annual installments and later wish to make a Re–Deferral Election pursuant to Paragraph 4(b), your Re–Deferral Election must be made not less than 12 months prior to the Payment Date then in effect applicable to the first installment as specified in your Deferral Election (or prior Re-Deferral Election) and defer issuance for at least five years from such Payment Date.

g. In all cases, your Deferral Election and Re–Deferral Election (if any) will become irrevocable on the latest date on which such election may be made, as set forth in Paragraph 4 of the Agreement and Paragraph 5 of this ANNEX A.

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ANNEX B

ADMINISTRATIVE FEE

Wyeth PSA

# Shares Earned	Fee
1,001 +	$	75
501-1,000	$	40
101-500	$	20
70-100	$	5

B-1

EX-10.2

Exhibit 10.2

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH [            ] STOCK INCENTIVE PLAN

DATE OF GRANT                         

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

Name

Address 1

Address 2

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

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

• You have received a copy of the Plan.

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

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

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

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

3. Conversion to Common Stock.

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

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

4. Deferral Elections and Re-Deferral Elections.

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

(b) Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to all of the shares of Common Stock earned or eligible to be earned by you under this Agreement, even if you do

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not make a Deferral Election pursuant to Paragraph 4(a). Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and received by the Record Keeper at least 12 months prior to the Payment Date then in effect previously specified in your Deferral Election (or prior Re-Deferral Election) or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least 12 months prior to the Conversion Date and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or if, a Deferral Election or a prior Re-Deferral Election is not in effect, five years from the Conversion Date as the case may be. To the extent that a Payment Date is delayed pursuant to Paragraph 7(a)(i)(B), (C) or (D), the one-year period referenced in clause (ii) and the five-year period referenced in clause (iii) of this Paragraph 4(b) shall be measured from the Conversion Date. Notwithstanding anything in this Agreement to the contrary, (A) a Re-Deferral Election will be permitted or honored solely to the extent that it is timely and conforms to the Agreement 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 unless otherwise permitted under the Agreement and Section 409A.

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

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

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

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

(d) Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state, local and foreign 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

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(i.e., Social Security, Medicare and state and local unemployment taxes) that may be due under applicable law as of the Conversion Date or such other time (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and, if a Deferral Election or a Re-Deferral Election is in effect, the minimum federal, state, local and foreign income tax withholding obligations imposed on the Company in respect of the income attributable to the shares issued to satisfy such other tax withholding obligations, (C) with respect to a U.S. Expatriate, the minimum federal, state and local tax withholding obligations pursuant to clauses (A) and (B) of this Paragraph 5(d) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (D) the Administrative Fee determined in accordance with Annex D in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market per-share price 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.

(e) Compliance with Section 409A. To the extent that the shares of Common Stock, if any, issuable to you under this Agreement (i) constitute a deferral of compensation within the meaning of Section 409A, (ii) are to be issued in connection with your Separation from Service (for any reason other than death) during the period beginning on your Separation from Service and ending on the six-month anniversary of such date and (iii) at the time of such Separation from Service, you are a Specified Employee, then such issuance shall be delayed until the first day of the month following the six-month anniversary of your Separation from Service.

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

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

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

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

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

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

(a) Prior to Conversion Date.

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

(A) No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares, subject to Paragraph 7(a)(iii), the shares of Common Stock shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the Conversion Date.

(B) Deferral/Re-Deferral Election—Retirement. If you made a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares and the Separation from Service is by reason of Retirement, the shares subject to such Deferral Election or Re-Deferral Election shall be issued to you, subject to Paragraph 7(a)(iii), in the form elected by you in the Deferral Election or Re-Deferral Election, as the case may be, as of the later of (x) the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, and (y) the Conversion Date.

(C) Deferral/Re-Deferral Election—Disability; Death. Notwithstanding anything in this Paragraph 7(a) to the contrary, if (x) your Separation from Service is by reason of your Disability or death or you die after a Separation from Service by reason of Retirement or Disability and (y) you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, or your Beneficiary, as the case may be, in a lump sum as of the Conversion Date, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

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

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(iii) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service prior to the Conversion Date by reason of Retirement and following such Separation from Service but prior to the Conversion Date you: (A) become or serve 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 as determined by the Committee or its designee or (B) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company you shall forfeit all rights to all Units granted hereunder.

(b) On or After Conversion Date.

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

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

(iii) Deferral/Re-Deferral Election—Disability; Death. Notwithstanding anything in this Paragraph 7(b) to the contrary, if (A) your Separation from Service is by reason of your Disability or death or you die after a Separation from Service by reason of Retirement or Disability, and (B) you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares, if earned, shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, or your Beneficiary, as the case may be, in accordance with Paragraph 5, in a lump sum as of the first day of the month following the date of such Separation from Service or your death, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

8. Distribution in the Event of Financial Hardship.

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

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

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

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

10. Definitions and Rules of Construction.

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

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

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

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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, and any successor thereto.

“Conversion Date” means the date during the 90-day period following the end of the Performance Year on which the Committee makes the determination set forth in Paragraph 3(a); provided, however, that for purposes of Paragraph 4(b), Conversion Date shall be deemed to mean January 1, 2010.

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

“Disability” means a Separation from Service by reason of disability for purposes of at least one qualified retirement plan or long-term disability plan maintained by the Company in which you participate.

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

“EPS Target” shall be the EPS target amount established by the Committee at a meeting to be held no later than March 1, 2009; provided, however, that if for any reason the Committee shall determine that the EPS Target is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

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

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

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

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

“Performance Grid” shall be the performance chart established by the Committee at a meeting to be held no later than March 1, 2009, which shall plot the different payout percentage levels at various EPS Targets achieved; provided, however, that if for any reason the Committee shall determine that the Performance Grid is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

“Performance Year” shall mean 2009.

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

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

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

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

“Retirement” means, for purposes of the Agreement, your (a) attainment of age 65 or (b) attainment of age 55 with 5 years of service, determined in accordance with the service crediting method set forth in the Wyeth Retirement Plan – United States or a successor qualified retirement plan of the Company.

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

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

“Specified Employee” means (i) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12-month period ending on December 31^st of a calendar year and (ii) to the extent not otherwise included in (i) hereof, each of the top-100 paid individuals (based on taxable wages for purposes of Section 3401(a) of the Code as reported in Box 1 of Form 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 “Specified 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.

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

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

“TSR Modifier” means a chart, attached hereto as ANNEX C, established by the Committee at a meeting to be held no later than April 30, 2007, which plots the different modifiers (which may be positive or negative) at TSR Performance Levels achieved; provided, however, that if for any reason the Committee shall determine that the TSR Modifier for the applicable three-year period is not an accurate measure of the Company’s performance for such three-year period, the Committee may, in its discretion, take action to adjust the percentage modifier in a manner that it deems appropriate under the circumstances.

“TSR Performance Level” means the Company’s ranking, based on its Total Shareholder Return, compared to the Total Shareholder Return of each member of the Peer Group for the three-year period from January 1, 2007 to December 31, 2009.

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) an illness or accident of you, your spouse, your Beneficiary or any of your dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (b) a loss of your property by reason of casualty (including the need to rebuild your home following damage to your home not otherwise covered by insurance) or (c) such other

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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.

“U.S. Expatriate” means a Participant who is a U.S. taxpayer temporarily working on assignment outside of the United States and who is subject to a tax equalization agreement that authorizes the Company to withhold federal, state and local income taxes from any payment under this Agreement.

(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 shall have the right, at any time, in its discretion, to (i) subject to Section 409A, amend, modify, cancel or rescind, without your consent any or all of the terms and conditions of the Plan and this Agreement, (ii) accelerate, solely to the extent permitted under Section 409A, the issuance of any shares of Common Stock earned under the Agreement or (iii) terminate the Plan in accordance with Section 409A, to the extent the Committee determines necessary, to comply with any applicable law, regulation, ruling or other regulatory guidance, including, without limitation, 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 or 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 applicable law and deemed advisable by the Committee; provided, however, that, except as otherwise noted below in this Paragraph 11(c), no action shall be taken pursuant to this sentence with respect to any provision or Committee action that would directly or indirectly delay the deadline for making a Deferral Election or Re-Deferral Election or change (i) the number of shares of Common Stock issued under the Agreement, (ii) the time or form of issuance pursuant to the Agreement or (iii) the events that trigger issuance of the

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shares. Notwithstanding the foregoing, to the extent the Committee anticipates that issuance of the shares of Common Stock earned under the Agreement would violate Rule 16b-3 or its successor under the Exchange Act or other applicable law (including, without limitation, other Federal securities laws), issuance of such shares shall be delayed. In the event of such delay, the shares shall be issued as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12. Change of Control.

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

(b) No Deferral of Compensation. If, as of a Change of Control, your Units do not constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then 30 days after such Change of Control, the shares of Common Stock in settlement of such Units shall be issued, except as otherwise provided in Paragraph 12(d), to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 5, in a lump sum.

(c) Deferral of Compensation. If, as of a Change of Control, your Units constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A or have been cancelled, in whole or in part, pursuant to Paragraph 4(a), then, solely to the extent that such Change of Control is a change of control event within the meaning of Section 409A, the Committee may, in its discretion, terminate the Plan in accordance with Section 409A and, except as otherwise provided in Paragraph 12(d), and without regard to any Deferral Election or Re-Deferral Election, issue in a lump sum to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 5, the shares of Common Stock then issuable to you pursuant to this Section 12(c); provided, that, such issuance shall be at a time and in a manner that will not result in the imposition on you of adverse or unintended tax consequences under Section 409A.

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

13. Effect of Acknowledgement. In order to receive the award described in this Agreement, you must acknowledge receipt of the Agreement as soon as reasonably practicable by using the applicable procedure established by the Committee for such purpose. By acknowledging receipt in accordance with this Paragraph 13, you are agreeing to the terms and conditions of this Agreement and to amendment in accordance with the deadline imposed by

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Section 409A of any prior award agreement from the Company to incorporate terms and conditions that are substantially similar to those set forth in this Agreement to the extent that such award agreement relates to stock units that were not earned and vested as of December 31, 2004 or to shares of Common Stock that have not been issued to you as of December 31, 2007.

WYETH
By:
	Treasurer

ACCEPTED AND AGREED TO:

Name (Please Print)

Signature

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ANNEX A

Peer Group

Abbott Laboratories

Bristol-Myers Squibb Company

Eli Lilly and Company

Johnson & Johnson

Merck & Co., Inc.

Pfizer Inc.

Schering-Plough Corporation

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ANNEX B

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS

AND RE-DEFERRAL ELECTIONS

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

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

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

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

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

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

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the first day of the month following your Retirement or a later date that is one or more years after your Retirement. Installments will be treated as a single payment form. You must elect a Payment Date that will result 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. If your payment election would result in the issuance of shares to you following the calendar year in which you attain age 80, any earned and unissued shares otherwise scheduled pursuant to your election to be issued to you after the year in which you attain age 80 will be issued to you on the scheduled payment date for the year in which you attain age 80.

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5. You may make a Re-Deferral Election in the following circumstances:

a. If you do not make a Deferral Election in accordance with Paragraph 4(a), you may make a Re-Deferral Election at any time before the date that is 12 months prior to the Conversion Date; or

b. If you have a Deferral Election or a Re-Deferral Election in effect and later wish to further defer issuance of the shares of Common Stock (if any) issuable to you under the Agreement, you may make a Re-Deferral Election at any time before the date that is 12 months prior to the earlier of (i) the Payment Date you elected in your Deferral Election or Re-Deferral Election (or, if you had elected to receive the shares of Common Stock as a Retirement Benefit paid in installments, 12 months before the date the first installment is scheduled to be paid) and (ii) the Payment Date that would apply under the terms of the Agreement.

In all cases, your Re-Deferral Election must defer issuance of the shares of Common Stock for a period of not less than five years from the Payment Date then in effect under your Deferral Election or Re-Deferral Election (if any) or the Payment Date established under the Agreement and must comply with Paragraph 4(b). Further, your Re-Deferral Election will not take effect until at least 12 months after the date on which such election is made.

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

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

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

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

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d. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit, you may make a subsequent Re-Deferral Election to the extent permitted by Paragraph 4(b) of the Agreement and Paragraph 5 of this Annex B with respect to such shares, as long as (i) issuance of the shares subject to your Deferral Election or prior Re-Deferral Election has not commenced at the time of such subsequent Re-Deferral Election and (ii) if, prior to such subsequent Re-Deferral Election, you incurred a Separation of Service, it was by reason of Retirement.

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

f. If you make a Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in annual installments and later wish to make a Re-Deferral Election pursuant to Paragraph 4(b), your Re-Deferral Election must be made not less than 12 months prior to the Payment Date then in effect applicable to the first installment as specified in your Deferral Election (or prior Re-Deferral Election) and defer issuance for at least five years from such Payment Date.

g. In all cases, your Deferral Election and Re-Deferral Election (if any) will become irrevocable on the latest date on which such election may be made, as set forth in Paragraph 4 of the Agreement and Paragraph 5 of this Annex B.

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ANNEX C

TSR Modifier

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

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ANNEX D

ADMINISTRATIVE FEE

Wyeth PSA

# Shares Earned	Fee
1,001 +	$	75
501-1,000	$	40
101-500	$	20
70-100	$	5

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EX-10.3

Exhibit 10.3

WYETH

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH [            ] STOCK INCENTIVE PLAN

DATE OF GRANT:                         

NUMBER OF SHARES SUBJECT

TO AWARD: [####]

Name

Address 1

Address 2

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

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

• You have received a copy of the Plan.

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

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

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

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

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

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

4. Deferral Elections and Re-Deferral Elections.

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

(b) Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to all of the shares of Common Stock earned or eligible to be earned by you under this Agreement, even if you do not make a Deferral Election pursuant to Paragraph 4(a). Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and received by the Record Keeper at least 12 months prior to the Payment Date then in effect previously specified in your Deferral Election (or prior Re-Deferral Election) or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least 12 months prior to the date on which the Units are fully vested and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or if, a Deferral Election or Re-Deferral Election is not in effect, five years from the date on which the Units are fully vested. Notwithstanding anything in this Agreement to the contrary, (A) a Re-Deferral Election will be permitted or honored solely to the extent that it is timely and conforms to the Agreement, 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 unless otherwise permitted under the Agreement and Section 409A.

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

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

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

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

(d) Amounts to Be Withheld. The number of shares of Common Stock that shall be issued to you (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of a Payment Date(s) shall be (i) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) minus (ii) the number of whole shares of Common Stock necessary to satisfy (A) the minimum federal, state, local and foreign 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 (i.e., Social Security, Medicare and state and local unemployment taxes) that may be due under applicable law as of the Conversion Date or such other time (and that may be satisfied by the reduction effected hereby in the number of issuable shares) and, if a Deferral Election or a Re-Deferral Election is in effect, the minimum federal, state, local and foreign income tax withholding obligations imposed on the Company in respect of the income attributable to the shares issued to satisfy such other tax withholding obligations, (C) with respect to a U.S. Expatriate, the minimum federal, state and local tax withholding obligations pursuant to clauses (A) and (B) of this Paragraph 5(d) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (D) the Administrative Fee determined in accordance with Annex B, in each case, it being understood that the value of the shares referred to in clause (ii) above shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market per-share price 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.

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(e) Compliance with Section 409A. To the extent that the shares of Common Stock, if any, issuable to you under this Agreement (i) constitute a deferral of compensation within the meaning of Section 409A, (ii) are to be issued in connection with your Separation from Service (for any reason other than death) during the period beginning on your Separation from Service and ending on the six-month anniversary of such date and (iii) at the time of such Separation from Service, you are a Specified Employee, then such issuance shall be delayed until the first day of the month following the six-month anniversary of your Separation from Service.

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

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

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

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

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

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

(a) Prior to Conversion Date.

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

(A) No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election with respect to such shares, the shares of Common Stock shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the first day of the month following the date of your Separation from Service; provided, however, that if you incur a Separation from Service in 2007 by reason of your Retirement, Disability or death, such shares shall be issued as of January 31, 2008.

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(B) Deferral/Re-Deferral Election—Retirement. If you made a Deferral Election or Re-Deferral Election with respect to such shares and the Separation from Service is by reason of Retirement, the shares subject to such Deferral Election or Re-Deferral Election, as the case may be, shall be issued to you as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election; provided, however, that, if you incur a Separation from Service in 2007 by reason of Retirement, such shares shall be issued or commence to be issued (if you elect to receive such shares in installments) as of the later of January 31, 2008 and the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

(C) Deferral/Re-Deferral Election—Disability, Death. Notwithstanding anything in this Paragraph 7(a) to the contrary, if (x) your Separation from Service is by reason of your Disability or death or you die after a Separation from Service by reason of Retirement or Disability and (y) you have shares of Common Stock subject to your Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to 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 following the date of such Separation from Service or your death, as the case may be, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election; provided, however, that if you incur such Separation from Service or die in 2007, the shares shall be issued as of January 31, 2008.

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

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

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

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

(iii) Deferral/Re-Deferral Election—Disability, Death. If (A) you incur a Separation from Service on or after the Conversion Date by reason of your Disability or your death or you die after a Separation from Service by reason of Retirement or Disability and (B) you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof, or your Beneficiary, as the case may be, in accordance with Paragraph 5, in a lump sum as of the first day of the month following the date of such Separation from Service or your death, as the case may be, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

8. Distribution in the Event of Financial Hardship.

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

(b) Distribution Procedures. For purposes of this Paragraph 8, the value of the shares of Common Stock shall be calculated based on the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading

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day immediately preceding the designated date of issuance or on such other reasonable basis for determining fair market value as the Hardship Committee may from time to time adopt. 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 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.

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

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

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

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

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

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

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

“Disability” means a Separation from Service by reason of disability for purposes of at least one qualified retirement plan or long-term disability plan maintained by the Company in which you participate.

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

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

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

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

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

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

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

“Retirement” means, for purposes of the Agreement, your (a) attainment of age 65 or (b) attainment of age 55 with 5 years of service, determined in accordance with the service crediting method set forth in the Wyeth Retirement Plan – United States or a successor qualified retirement plan of the Company.

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

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

“Specified Employee” means (a) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12-month period ending on December 31^st of a calendar year and (b) to the extent not otherwise included in (a) hereof, each of the top-100 paid individuals (based on taxable wages for purposes of Section 3401(a) of the Code as reported in Box 1 of Form W-2 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 “Specified 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.

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

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) an illness or accident of you, your spouse, your Beneficiary or any of your dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (b) a loss of your property by reason of casualty (including the need to rebuild your home following damage to your home not otherwise covered by insurance) 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.

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“U.S. Expatriate” means a Participant who is a U.S. taxpayer temporarily working on assignment outside of the United States and who is subject to a tax equalization agreement authorizing the Company to withhold federal, state and local income taxes from any payment under this Agreement.

(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 shall have the right, at any time, in its discretion, to (i) subject to Section 409A, amend, modify, cancel or rescind, without your consent any or all of the terms and conditions of the Plan and this Agreement, (ii) accelerate, solely to the extent permitted under Section 409A, the issuance of any shares of Common Stock earned under the Agreement or (iii) terminate the Plan in accordance with Section 409A, to the extent the Committee determines necessary, to comply with any applicable law, regulation, ruling or other regulatory guidance, including, without limitation, 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 or 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 applicable law and deemed advisable by the Committee; provided, however, that, except as otherwise noted below in this Paragraph 11(c), no action shall be taken pursuant to this sentence with respect to any provision or Committee action that would directly or indirectly delay the deadline for making a Deferral Election or Re-Deferral Election or change the number of shares of Common Stock issued under the Agreement, the time or form of issuance pursuant to the Agreement or the events that trigger issuance of the shares. Notwithstanding the foregoing, to the extent the Committee anticipates that issuance of the shares of Common Stock earned under the Agreement would violate Rule 16b-3 or its successor under the Exchange Act or other applicable law (including, without limitation, other Federal securities laws), issuance of such shares shall be delayed. In the event of such delay, the shares shall be issued as of the earliest date the Committee reasonably anticipates that such issuance

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will not cause such violation. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12. Change of Control.

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

(b) No Deferral of Compensation. If, as of a Change of Control, your Units do not constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then 30 days after such Change of Control, the shares of Common Stock in settlement of such Units shall be issued, except as otherwise provided in Paragraph 12(d), to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 5, in a lump sum.

(c) Deferral of Compensation. If, as of a Change of Control, your Units constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A or have been cancelled, in whole or in part, pursuant to Paragraph 4(a), then, solely to the extent that such Change of Control is a change of control event within the meaning of Section 409A, the Committee may, in its discretion, terminate the Plan in accordance with Section 409A and, except as otherwise provided in Paragraph 12(d), and without regard to any Deferral Election or Re-Deferral Election, issue in a lump sum to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 5, the shares of Common Stock then issuable to you pursuant to this Section 12(c); provided, that, such issuance shall be at a time and in a manner that will not result in the imposition on you of adverse or unintended tax consequences under Section 409A.

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

13. Effect of Acknowledgement. In order to receive the award described in this Agreement, you must acknowledge receipt of the Agreement as soon as reasonably practicable by using the applicable procedure established by the Committee for such purpose. By acknowledging receipt in accordance with this Paragraph 13, you are agreeing to the terms and conditions of this Agreement and to amendment in accordance with the deadline imposed by Section 409A of any prior award agreement from the Company to incorporate terms and conditions that are substantially similar to those set forth in this Agreement to the extent that such award agreement relates to stock units that were not earned and vested as of December 31, 2004 or to shares of Common Stock that have not been issued to you as of December 31, 2007.

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WYETH
By:
	Treasurer

ACCEPTED AND AGREED TO:

Name (Please Print)

Signature

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ANNEX A

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS

AND RE-DEFERRAL ELECTIONS

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

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

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

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

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

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

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the first day of the month following your Retirement or a later date that is one or more years after your Retirement. Installments will be treated as a single payment form. You must elect a Payment Date that will result 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. If your payment election would result in the issuance of shares to you following the calendar year in which you attain age 80, any earned and unissued shares otherwise scheduled pursuant to your election to be issued to you after the year in which you attain age 80 will be issued to you on the scheduled payment date for the year in which you attain age 80.

A-1

5. You may make a Re-Deferral Election in the following circumstances:

a. If you do not make a Deferral Election in accordance with Paragraph 4(a), you may make a Re-Deferral Election at any time before the date that is 12 months prior to the earlier of (i) the Conversion Date and (ii) the date on which the Units vest under the terms of the Agreement; or

b. If you have a Deferral Election or a Re-Deferral Election in effect and later wish to further defer issuance of the shares of Common Stock (if any) issuable to you under the Agreement, you may make a Re-Deferral Election at any time before the date that is 12 months prior to the earlier of (i) the Payment Date you elected in your Deferral Election or Re-Deferral Election (or, if you had elected to receive the shares of Common Stock as a Retirement Benefit paid in installments, 12 months before the date the first installment is scheduled to be paid) and (ii) the Payment Date that would apply under the terms of the Agreement.

Except as otherwise provided in Paragraph 6 (circumstances under which the Units are forfeited) and Paragraph 7 (continuous employment requirement) of the Agreement, your Units vest as of the earlier of the date on which you become eligible to retire from the Company, whether or not you actually retire, and the Conversion Date, as long as you have been in the continuous employment of the Company or its subsidiaries for the two-year period ending on your Separation from Service. In all cases, your Re-Deferral Election must defer issuance of the shares of Common Stock for a period of not less than five years from the Payment Date then in effect under your Deferral Election or Re-Deferral Election (if any) or the Payment Date established under the Agreement and must comply with Paragraph 4(b). Further, your Re-Deferral Election will not take effect until at least 12 months after the date on which such election is made.

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

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

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

A-2

c. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in installments, and the first installment is delayed to January 31, 2008 pursuant to Paragraph 7(a)(i)(B) as a result of your Retirement in 2007, the second installment shall be issued as of the first day of the month following the first anniversary of your Separation from Service and each subsequent installment shall be issued as of the first day of the month following the anniversary of your Separation from Service.

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

e. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit, you may make a subsequent Re-Deferral Election to the extent permitted by Paragraph 4(b) of the Agreement and Paragraph 5 of this ANNEX A with respect to such shares, as long as (i) issuance of the shares subject to your Deferral Election or prior Re-Deferral Election has not commenced at the time of such subsequent Re-Deferral Election and (ii) if, prior to such subsequent Re-Deferral Election, you incurred a Separation of Service, it was by reason of Retirement.

f. If you make a Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in annual installments and later wish to make a Re-Deferral Election pursuant to Paragraph 4(b), your Re-Deferral Election must be made not less than 12 months prior to the Payment Date then in effect applicable to the first installment as specified in your Deferral Election (or prior Re-Deferral Election) and defer issuance for at least five years from such Payment Date.

g. In all cases, your Deferral Election and Re-Deferral Election (if any) will become irrevocable on the latest date on which such election may be made, as set forth in Paragraph 4 of the Agreement and Paragraph 5 of this ANNEX A.

A-3

ANNEX B

ADMINISTRATIVE FEE

Wyeth RSU

# Shares Earned	Fee
1,001 +	$	75
501-1,000	$	40
101-500	$	20
10-100	$	5

B-1

EX-12

Exhibit 12

Wyeth

Computation of Ratio of Earnings to Fixed Charges

(in thousands except ratio amounts)

	Six Months Ended June 30, 2007			Year Ended December 31,
				2006			2005			2004			2003			2002
Earnings (Loss):
Income (loss) from continuing operations before income taxes	$	3,459,792		$	5,429,904		$	4,780,589		$	(129,847	)	$	2,361,612		$	6,097,245
Add:
Fixed charges		353,932			625,513			461,431			360,805			346,564			430,449
Minority interests		14,712			29,769			26,492			27,867			32,352			27,993
Amortization of capitalized interest		11,987			22,465			21,356			9,350			8,772			8,866
Less:
Equity income (loss)		(40	)		(317	)		(104	)		(524	)		(468	)		20,766
Capitalized interest		38,500			71,400			46,450			86,750			115,800			88,008
Total earnings as defined	$	3,801,963		$	6,036,568		$	5,243,522		$	181,949		$	2,633,968		$	6,455,779
Fixed Charges:
Interest and amortization of debt expense	$	287,798		$	498,847		$	356,834		$	221,598		$	182,503		$	294,160
Capitalized interest		38,500			71,400			46,450			86,750			115,800			88,008
Interest factor of rental expense (1)		27,634			55,266			58,147			52,457			48,261			48,281
Total fixed charges as defined	$	353,932		$	625,513		$	461,431		$	360,805		$	346,564		$	430,449
Ratio of earnings to fixed charges		10.7			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-31.1

Exhibit 31.1

CERTIFICATION OF DISCLOSURE

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Essner, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Wyeth (the registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal

quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 7, 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, Gregory Norden, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Wyeth (the registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: August 7, 2007

By:	/s/ Gregory Norden
	Gregory Norden
	Senior Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Wyeth (the Company) on Form 10-Q for the fiscal quarter ended June 30, 2007, as filed with the Securities and Exchange Commission on August 7, 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: August 7, 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 Quarterly Report of Wyeth (the Company) on Form 10-Q for the fiscal quarter ended June 30, 2007, as filed with the Securities and Exchange Commission on August 7, 2007 (the Report), I, Gregory Norden, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 7, 2007

By:	/s/ Gregory Norden
	Gregory Norden
	Senior Vice President and Chief Financial Officer