10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 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 October 31, 2007:

Class	Number of                     Shares Outstanding
Common Stock, $0.33- 1/3 par value	1,339,139,652

WYETH

INDEX

			Page No.
Part I–Financial Information (Unaudited)			2
	Item 1.	Consolidated Condensed Financial Statements:
		Consolidated Condensed Balance Sheets– September 30, 2007 and December 31, 2006	3
		Consolidated Condensed Statements of Operations– Three and Nine Months Ended September 30, 2007 and 2006	4
		Consolidated Condensed Statements of Changes in Stockholders’ Equity–Nine Months Ended September 30, 2007 and 2006	5
		Consolidated Condensed Statements of Cash Flows– Nine Months Ended September 30, 2007 and 2006	6
		Notes to Consolidated Condensed Financial Statements	7-22
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23-49
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50
	Item 4.	Controls and Procedures	51
Part II–Other Information			52
	Item 1.	Legal Proceedings	52
	Item 1A.	Risk Factors	52
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
	Item 6.	Exhibits	54-55
Signature			56
Exhibit Index			EX-1

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

1

Part I – Financial Information

WYETH

The consolidated condensed financial statements included herein have been prepared by Wyeth (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the consolidated condensed financial statements reflect all adjustments, including those that are normal and recurring, considered necessary to present fairly the financial position of the Company as of September 30, 2007 and December 31, 2006, the results of its operations for the three and nine months ended September 30, 2007 and 2006, and changes in stockholders’ equity and cash flows for the nine months ended September 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, 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)

	September 30, 2007		December 31, 2006
ASSETS
Cash and cash equivalents	$9,838,877		$6,778,311
Marketable securities	3,080,210		1,948,931
Accounts receivable less allowances	3,779,270		3,383,341
Inventories:
Finished goods	1,049,983		732,532
Work in progress	1,465,326		1,312,925
Materials and supplies	558,239		435,002
	3,073,548		2,480,459
Other current assets including deferred taxes	3,048,301		2,923,199
Total Current Assets	22,820,206		17,514,241
Property, plant and equipment	15,681,917		14,483,494
Less accumulated depreciation	4,965,126		4,337,235
	10,716,791		10,146,259
Goodwill	4,128,807		3,925,738
Other intangibles, net of accumulated amortization
(September 30, 2007-$275,261 and December 31, 2006-$236,363)	392,964		356,692
Other assets including deferred taxes	4,837,073		4,535,785
Total Assets	$42,895,841		$36,478,715
LIABILITIES
Loans payable	$427,231		$124,225
Trade accounts payable	1,287,455		1,116,754
Dividends payable	375,023		—
Accrued expenses	5,287,802		5,679,141
Accrued taxes	1,060,554		301,728
Total Current Liabilities	8,438,065		7,221,848
Long-term debt	11,337,420		9,096,743
Pension liabilities	716,862		806,413
Accrued postretirement benefit obligations other than pensions	1,641,925		1,600,751
Other noncurrent liabilities	3,740,465		3,100,205
Total Liabilities	25,874,737		21,825,960
Contingencies and commitments (Note 7)
STOCKHOLDERS’ EQUITY
$2.00 convertible preferred stock, par value $2.50 per share	25		28
Common stock, par value $0.33- 1/3 per share	446,449		448,417
Additional paid-in capital	7,086,161		6,142,277
Retained earnings	9,497,022		8,734,699
Accumulated other comprehensive loss	(8,553	)	(672,666	)
Total Stockholders’ Equity	17,021,104		14,652,755
Total Liabilities and Stockholders’ Equity	$42,895,841		$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 September 30,				Nine Months Ended September 30,
	2007		2006		2007		2006
Net revenue	$5,619,536		$5,135,796		$16,636,272		$15,130,476
Cost of goods sold	1,617,581		1,386,254		4,622,269		4,096,931
Selling, general and administrative expenses	1,670,671		1,588,947		4,871,222		4,705,940
Research and development expenses	798,464		762,623		2,374,319		2,197,966
Interest income, net	(39,622	)	(8,126	)	(73,440	)	(122	)
Other income, net	(61,416	)	(39,488	)	(251,748	)	(205,539	)
Income before income taxes	1,633,858		1,445,586		5,093,650		4,335,300
Provision for income taxes	487,953		288,668		1,495,120		994,009
Net income	$1,145,905		$1,156,918		$3,598,530		$3,341,291
Basic earnings per share	$0.85		$0.86		$2.68		$2.48
Diluted earnings per share	$0.84		$0.85		$2.63		$2.45
Dividends paid per share of common stock	$0.26		$0.25		$0.78		$0.75
Dividends declared per share of common stock	$0.28		$0.26		$1.06		$1.01

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

4

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands Except Per Share Amounts)

(Unaudited)

Nine Months Ended September 30, 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							3,598,530				3,598,530
Currency translation adjustments									635,955		635,955
Unrealized losses on derivative contracts, net									(5,756	)	(5,756	)
Unrealized losses on marketable securities, net									(25,852	)	(25,852	)
Pension and postretirement benefit adjustments									59,766		59,766
Comprehensive income, net of tax											4,262,643
Adoption of FIN 48							(295,370	)			(295,370	)
Cash dividends declared(1)							(1,423,650	)			(1,423,650	)
Common stock acquired for treasury			(8,057	)	(88,621	)	(1,117,187	)			(1,213,865	)
Common stock issued for stock options			5,391		663,307						668,698
Stock-based compensation expense					293,660						293,660
Issuance of restricted stock awards			683		1,640						2,323
Tax benefit from exercises of stock options					73,910						73,910
Other exchanges	(3	)	15		(12	)					—
Balance at September 30, 2007	$25		$446,449		$7,086,161		$9,497,022		$(8,553	)	$17,021,104
Nine Months Ended September 30, 2006:
	$2.00 Convertible Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance at January 1, 2006	$37		$447,783		$5,097,228		$6,514,046		$(64,725	)	$11,994,369
Net income							3,341,291				3,341,291
Currency translation adjustments									367,934		367,934
Unrealized gains on derivative contracts, net									388		388
Unrealized gains on marketable securities, net									197		197
Comprehensive income, net of tax											3,709,810
Cash dividends declared(2)							(1,359,190	)			(1,359,190	)
Common stock acquired for treasury			(2,538	)	(23,245	)	(341,212	)			(366,995	)
Common stock issued for stock options			3,097		340,691						343,788
Stock-based compensation expense					297,149						297,149
Issuance of restricted stock awards			654		85,568						86,222
Transfer of restricted stock award accruals to equity					63,171						63,171
Tax benefit from exercises of stock options					38,276						38,276
Other exchanges	(5	)	16		(18	)					(7	)
Balance at September 30, 2006	$32		$449,012		$5,898,820		$8,154,935		$303,794		$14,806,593

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

– Common stock cash dividend of $0.28 per share ($375,018 in the aggregate) declared on September 27, 2007 and payable on December 3, 2007; and

– Preferred stock cash dividends of $0.50 per share ($5 in the aggregate) declared on June 28, 2007 and paid on October 1, 2007.

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

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

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

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

5

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Nine Months Ended September 30,
	2007		2006
Operating Activities
Net income	$3,598,530		$3,341,291
Adjustments to reconcile net income to net cash provided by operating activities:
Net gains on sales and dispositions of assets	(56,256	)	(25,942	)
Depreciation and amortization	664,184		589,917
Stock-based compensation	293,660		297,149
Change in deferred income taxes	3,162		726,052
Diet drug litigation payments	(419,417	)	(2,642,600	)
Seventh Amendment security fund refund	—		400,000
Changes in working capital, net	(14,874	)	(768,257	)
Other items, net	196,253		(182,460	)
Net cash provided by operating activities	4,265,242		1,735,150
Investing Activities
Purchases of intangibles, property, plant and equipment	(872,365	)	(786,485	)
Proceeds from sales of assets	87,503		43,668
Purchase of additional equity interest in joint venture	(221,655	)	(102,187	)
Proceeds from sales and maturities of marketable securities	1,151,978		816,442
Purchases of marketable securities	(2,323,361	)	(1,776,292	)
Net cash used for investing activities	(2,177,900	)	(1,804,854	)
Financing Activities
Repayments of debt	—		(8,400	)
Proceeds from issuance of long-term debt	2,500,000		—
Other borrowing transactions, net	(1,008	)	57,913
Dividends paid	(1,048,627	)	(1,008,954	)
Purchases of common stock for treasury	(1,213,865	)	(366,995	)
Exercises of stock options	697,367		357,333
Net cash provided by (used for) financing activities	933,867		(969,103	)
Effect of exchange rate changes on cash and cash equivalents	39,357		11,169
Increase (decrease) in cash and cash equivalents	3,060,566		(1,027,638	)
Cash and cash equivalents, beginning of period	6,778,311		7,615,891
Cash and cash equivalents, end of period	$9,838,877		$6,588,253

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: In September 2006, the Financial Accounting Standards Board (FASB) 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 Issue 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 does not anticipate the adoption of EITF 07-03 will have a material effect on its consolidated financial position or results of operations.

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

	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands except per share amounts)	2007	2006	2007	2006
Numerator:
Net income less preferred dividends	$1,145,905	$1,156,918	$3,598,514	$3,341,270
Denominator:
Weighted average common shares outstanding	1,343,036	1,345,535	1,343,897	1,345,150
Basic earnings per share	$0.85	$0.86	$2.68	$2.48
Numerator:
Net income	$1,145,905	$1,156,918	$3,598,530	$3,341,291
Interest expense on contingently convertible debt	7,838	8,100	23,617	21,841
Net income, as adjusted	$1,153,743	$1,165,018	$3,622,147	$3,363,132
Denominator:
Weighted average common shares outstanding	1,343,036	1,345,535	1,343,897	1,345,150
Common stock equivalents of outstanding stock options, deferred contingent common stock awards, performance share awards, restricted stock awards and convertible preferred stock(1)	12,219	10,373	15,718	10,301
Common stock equivalents of assumed conversion of contingently convertible debt	16,890	16,890	16,890	16,890
Total shares(1)	1,372,145	1,372,798	1,376,505	1,372,341
Diluted earnings per share(1)	$0.84	$0.85	$2.63	$2.45

(1) At September 30, 2007 and 2006, approximately 91,915 and 88,371 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 nine months ended September 30, 2007 and 2006 was as follows:

	Pensions
(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
Components of Net Periodic Benefit Cost	2007		2006		2007		2006
Service cost	$58,376		$47,934		$163,935		$144,433
Interest cost	85,635		70,431		244,173		211,001
Expected return on plan assets	(117,178	)	(90,032	)	(312,346	)	(269,726	)
Prior service cost	1,469		2,071		7,972		6,609
Transition obligation	124		115		359		342
Recognized net actuarial loss	30,887		32,582		82,172		97,549
Curtailment gain	—		—		(81	)	—
Net periodic benefit cost	$59,313		$63,101		$186,184		$190,208
	Other Postretirement Benefits
(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
Components of Net Periodic Benefit Cost	2007		2006		2007		2006
Service cost	$12,687		$12,269		$39,215		$36,803
Interest cost	24,242		23,776		77,227		71,308
Prior service cost	(11,681	)	(9,750	)	(31,179	)	(29,248	)
Recognized net actuarial loss	13,038		13,178		36,787		39,519
Net periodic benefit cost	$38,286		$39,473		$122,050		$118,382

During the nine months ended September 30, 2007, contributions of $217.2 million were made to the Company’s defined benefit pension plans, and payments of $81.6 million were made for other postretirement benefits. The Company expects to contribute for the full year approximately $223.0 million to its defined benefit pension plans and make payments of approximately $102.0 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. In addition to these ongoing productivity initiatives, the 2007 third quarter and first nine months include costs pertaining to the closure of a manufacturing facility owned by Amgen Inc. (Amgen) and used in the production of ENBREL. The closure of the manufacturing facility is expected to be completed in the 2007 fourth quarter.

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

	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands, except per share amounts)	2007	2006	2007	2006
Cost of goods sold	$111,200	$31,300	$182,400	$86,500
Selling, general and administrative expenses	5,900	43,700	26,900	54,800
Research and development expenses	—	5,200	200	13,500
Total productivity initiatives charges	$117,100	$80,200	$209,500	$154,800
Productivity initiatives charges, after-tax	$86,000	$54,900	$152,500	$106,400
Decrease in diluted earnings per share	$0.06	$0.04	$0.11	$0.08

The productivity initiatives charges were incurred for:

	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2007	2006	2007	2006
Personnel costs	$2,900	$45,200	$30,300	$64,100
Accelerated depreciation	16,700	24,500	58,600	62,600
Other closure/exit costs	97,500	10,500	120,600	28,100
	$117,100	$80,200	$209,500	$154,800

10

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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

(In thousands)	Three Months Ended September 30,		Nine Months Ended September 30,
Segment	2007	2006	2007	2006
Pharmaceuticals	$115,100	$79,500	$199,500	$146,800
Consumer Healthcare	900	700	6,900	8,000
Animal Health	1,100	—	3,100	—
Total	$117,100	$80,200	$209,500	$154,800

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

(In thousands)	Total Charges		Reserve at December 31,	Total Charges Nine	Net Payments/ Non-cash		Reserve at September 30,
Productivity Initiatives	to Date		2006	Months	Charges		2007
Personnel costs	$298,600		$173,100	$30,300	$(40,700	)	$162,700
Accelerated depreciation	186,600		—	58,600	(58,600	)	—
Other closure/exit costs	173,700		400	120,600	(39,600	)	81,400
Asset sales	(40,200	)	—	—	—		—
Total	$618,700		$173,500	$209,500	$(138,900	)	$244,100

At September 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.

11

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 5. Stock-Based Compensation

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

	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2007	2006	2007	2006
Stock options	$36,200	$50,200	$154,300	$185,200
Restricted stock unit awards	26,700	15,600	88,800	50,100
Performance share unit awards	20,300	23,600	50,600	61,900
Total stock-based compensation expense	$83,200	$89,400	$293,700	$297,200
Cost of goods sold	$8,000	$8,900	$29,300	$24,300
Selling, general and administrative expenses	51,600	55,300	178,600	187,000
Research and development expenses	23,600	25,200	85,800	85,900
Total stock-based compensation expense	83,200	89,400	293,700	297,200
Tax benefit	27,700	25,500	95,300	84,800
Net stock-based compensation expense	$55,500	$63,900	$198,400	$212,400

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 was 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 September 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 $330.0 million of accrued interest and penalties as of January 1, 2007 and September 30, 2007, respectively.

The Company files tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. The Company anticipates that the statute of limitations on the Internal Revenue Service (IRS) audit for the 1998-2001 tax years will expire on December 31, 2007. Certain issues relating to this audit have been effectively settled during the 2007 third quarter with the use of cash and deferred tax assets, resulting in a net decrease of unrecognized tax benefits of approximately $120.0 million. As a result of

12

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

cash payments, use of deferred tax assets, the settlement of the IRS audit, and the settlement of audits in various state and foreign jurisdictions, the Company believes that it is reasonably possible that there will be a net decrease of up to $280.0 million in its unrecognized tax benefits in the next 12 months.

The IRS has begun its examination of the Company’s tax returns for the 2002-2005 tax years. As a part of this audit, the IRS will likely examine 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 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.

13

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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.

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 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007. Total diet drug litigation payments were $61.5 million and $419.4 million for the 2007 third quarter and first nine months, respectively, of which $17.1 million and $76.4 million for the 2007 third quarter and first nine months, 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 September 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 $2,320.5 million reserve balance at September 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.

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 and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007. As of September 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

14

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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 January 29, 2007, a jury in the Pennsylvania Court of Common Pleas, Philadelphia County, hearing the case of Daniel, et al. v. Wyeth Pharmaceuticals, Inc., et al., No. 2004-06-002368, returned a verdict in favor of the plaintiffs, finding that plaintiff had developed breast cancer as a result of her use of PREMPRO and awarding a total of $1.5 million in compensatory damages. Although the Daniel jury also found that the Company’s conduct warranted the imposition of punitive damages, the court subsequently entered judgment notwithstanding the verdict in favor of the Company on the punitive damages claim, finding that the evidence did not support punitive damages. Judgment was entered on behalf of the plaintiffs on the compensatory award. On August 24, 2007, the court vacated the compensatory damage judgment against Wyeth and ordered a new trial on the ground that plaintiffs had knowingly introduced at trial the deposition testimony of one of their experts that the expert had recanted prior to trial. Plaintiffs are appealing the vacatur of the judgment and the order for a new trial, as well as the judgment in the Company’s favor on the punitive damages claim.

On September 24, 2007, the Pennsylvania Court of Common Pleas, Philadelphia County, entered an order in Coleman, et al. v. Wyeth Pharmaceuticals, Inc., et al., No. 2004-06-020384, granting the Company’s motion for summary judgment on statute of limitations grounds and dismissing the case. The court found that plaintiff was on notice of a possible connection between her breast cancer and her use of hormone therapy at the time of the diagnosis of the breast cancer in 2000 and that plaintiff was under a duty to investigate as of that date. The court rejected plaintiff’s argument that she was not on notice of a potential claim, and that her cause of action did not begin to accrue, until the termination of the Women’s Health Initiative study in July 2002.

On October 10, 2007, in Rowatt, et al. v. Wyeth, et al., No. CV04-01699, Second District Court, Washoe County, NV, a case in which three plaintiffs alleged that they had developed breast cancer as a result of their use of PREMARIN and/or PREMPRO, the jury returned a verdict in favor of the plaintiffs, awarding a total of $134.5 million in compensatory damages. On October 12, 2007, the court determined that the jury had erroneously included damages of a punitive nature in its compensatory verdict and permitted the jury to re-deliberate on the compensatory award. The jury returned a new compensatory verdict in favor of the plaintiffs that totaled approximately $35.0 million. Following a brief evidentiary/argument phase, the jury was then instructed to deliberate for a third time on October 15, 2007 on the question of punitive damages. It did so, returning a verdict for plaintiffs totaling $99.0 million in punitive damages. The Company has filed motions for post-trial relief. If no relief is granted, the Company plans to file an appeal from the judgment to the Nevada Supreme Court. The Company believes that it has strong arguments for reversal or reduction of the awards on appeal due to the significant number of legal errors made during the trial and in the charge to the jury and due to a lack of

15

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

evidence to support aspects of the verdict. The appeal process is expected to take between two and two-and-one-half years. Nevada law requires the posting of a bond in the full amount of the verdict during the pendency of the appeal, if requested by the plaintiff. To date, plaintiffs have not made such a request.

On October 22, 2007, the Minnesota District Court, Hennepin County, granted summary judgment in favor of the Company, dismissing all of the claims in Zandi v. Wyeth, et al., No. 27-CV-06-6744, which was set for trial in early 2008. The court found that plaintiff had offered no evidence that her hormone therapy use had caused her breast cancer other than the opinions of two experts whose testimony the court had excluded in a prior opinion. The prior opinion had excluded the testimony of those experts on the grounds, among others, that the experts were not qualified to opine that hormone therapy caused plaintiff’s breast cancer, that the epidemiological evidence proffered by plaintiff through the experts was not sufficient to identify hormone therapy as the specific cause of breast cancer in plaintiff, and that plaintiff had not provided any evidence of a method generally accepted in the scientific community by which an expert could determine the cause of breast cancer in a particular individual.

Of the 24 hormone therapy cases alleging breast cancer that have been resolved after being set for trial, 20 have now been resolved in the Company’s favor (by voluntary dismissal by the plaintiffs, summary judgment, defense verdict or judgment for the Company notwithstanding the verdict), several of which are being appealed by the plaintiff. Of the remaining four cases, two such cases have been settled, one resulted in a plaintiffs’ verdict that was vacated by the court and a new trial ordered (which plaintiff has appealed) (Daniel), and one resulted in a plaintiffs’ verdict that currently is being challenged by the Company (Rowatt). Additional cases have been dismissed by plaintiffs before a trial setting. Trials of additional hormone therapy cases are scheduled through the remainder of 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 hormone therapy litigation.

Patent Litigation

PROTONIX Litigation

As discussed in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, the Company has received notifications from three 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.

16

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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 GmbH), 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 July 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 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 July 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 July 2010. As a result of that suit, final FDA approval of Kudco’s ANDA was automatically stayed until at least January 17, 2009, unless there is an earlier court decision holding the patent at issue invalid or not infringed.

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 and Sun’s ANDAs for pantoprazole sodium tablets were finally approved by the FDA on August 2, 2007, and September 10, 2007, respectively. In anticipation of potential final approval of those 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. On September 6, 2007, the Court denied the motion. The Court determined that Teva had raised sufficient questions about the validity of the patent to preclude issuance of the extraordinary remedy of a preliminary injunction. The Court did not conclude that the patent was invalid or not infringed and emphasized that its findings were preliminary. A notice of appeal from the denial of the preliminary injunction was filed on October 4, 2007. The case will now proceed to trial, and the Court stated that, at trial, the generic companies would need to meet a higher burden of proof, clear and convincing evidence. The Company and Nycomed intend to continue to vigorously enforce their patent rights, continue to believe that the

17

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

PROTONIX patent is valid and enforceable, and believe that the patent will withstand the challenges by these generic companies.

EFFEXOR Litigation

As discussed in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K and the Company’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 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. No trial date has yet been set in any of these lawsuits. Since the filing of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, the Company has filed one additional lawsuit.

On June 26, 2007, the Company received notice from Wockhardt Limited (Wockhardt) that Wockhardt has filed an ANDA seeking FDA approval to market venlafaxine HCl extended release capsules. Wockhardt alleges it does not infringe 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 From 10-K). On August 8, 2007, the Company filed a lawsuit against Wockhardt in the United States District Court for the Central District of California alleging that Wockhardt’s filing of an ANDA seeking FDA approval to market venlafaxine HCl extended release capsules infringes certain of the Company’s patents.

In addition, on August 29, 2007, the Company received notice that Sun filed an ANDA seeking FDA approval to market venlafaxine HCl extended release tablets before the expiration of the Company’s patents at issue in the above-mentioned litigations. Sun asserted that these patents are not infringed and are invalid. Based upon Sun’s assertions and a review of Sun’s filing, the Company decided not to file suit against Sun and has provided Sun with a covenant not to sue limited to the product defined in Sun’s ANDA and the same three patents involved in the other litigations. Based on existing FDA practice, Sun’s ANDA for a tablet product could be approved without regard to Teva’s 180-day generic exclusivity as the first company to file an ANDA challenging these patents for a capsule product. Sun did not make any allegations as to the Company’s patent covering the compound venlafaxine itself and the covenant not to sue does not apply to that patent. Accordingly, Sun’s ANDA could be approved as early as the expiration of that patent, and its associated pediatric exclusivity period, on June 13, 2008, but no sooner.

Following its launch of a generic version of venlafaxine HCl capsules in Canada, ratiopharm Inc. (ratiopharm) sued Wyeth and Wyeth Canada on October 24, 2007 in Federal Court in Canada, contending that ratiopharm’s marketing approval to sell generic venlafaxine HCl capsules in Canada had been wrongfully delayed over 18 months as a result of an abbreviated patent infringement proceeding brought by Wyeth and Wyeth Canada against ratiopharm in February 2006, which was dismissed on August 1, 2007. Ratiopharm is seeking damages based on alleged lost sales of its generic venlafaxine HCl capsules and other unspecified products for the time period in question. The Company believes that its Canadian patent covering extended release formulations of venlafaxine HCl, and methods of their use, is valid and has been infringed by ratiopharm. The Company intends to vigorously defend itself in this litigation.

18

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

PREMPRO Litigation

On September 27, 2007, two lawsuits were filed against the Company in Canada involving the Company’s Canadian patent applications concerning low-dose estrogen/progestin combinations. Wolfe v. Wyeth et al., Federal Court, Canada, File No. T-1742-07, and Wolfe et al. v. Wyeth et al., Superior Court of Justice, Ontario, Canada, File No. 55541. The Company markets such a combination as PREMPRO. Dr. Wolfe, an individual, claims to be either the sole or a joint inventor of these applications. The action in the Canadian Federal Court asks the Court to determine who is the inventor of patents relating to the Company’s current PREMPRO formulations. The action in the Superior Court of Ontario seeks an order declaring Dr. Wolfe to be the owner of the patent applications and seeks damages of approximately $100.0 million for breach of contract, breach of confidence and breach of fiduciary duty, as well as approximately $25.0 million in punitive damages. The Company believes the claims are without merit and intends to vigorously defend the lawsuits.

CYPHER Litigation

As discussed in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K, the Company’s licensee, Cordis Corporation (Cordis), is involved in a patent infringement litigation with Boston Scientific Corporation involving the CYPHER stent. Since the filing of the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K, three additional lawsuits have been filed against Cordis. First, on March 16, 2007 and June 11, 2007, Medtronic, Inc. filed two patent infringement lawsuits in the United States District Court for the Eastern District of Texas against Cordis seeking to enforce its patents against Cordis’ CYPHER stent. Second, on October 9, 2007, Bruce Saffran, an individual, filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas against Cordis seeking to enforce his patent against Cordis’ CYPHER stent. As with the Boston Scientific Corporation litigation, although the Company is not a party to the Medtronic or Saffran lawsuits, if Cordis were to be enjoined from selling the CYPHER stent, the Company’s alliance revenue would be adversely affected.

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 and the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, 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. Ohio, and CVS Meridian, Inc. et al. v. Wyeth, Civil A. No. C-1-03-781, U.S.D.C., S.D. Ohio, and plaintiffs in both actions had appealed to the United States Court of Appeals for the Sixth Circuit. These suits allege that the Company violated the antitrust laws through the use of exclusive contracts and “disguised exclusive contracts” with managed care

19

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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’ request for rehearing and/or rehearing en banc has been denied. Plaintiffs did not seek a writ of certiorari from the United States Supreme Court.

Environmental Matters

MPA Matter

As described in the Company’s 2006 Financial Report as incorporated in its 2006 Annual Report on Form 10-K, in November 2006, the Company’s Wyeth Medica Ireland (WMI) subsidiary was served with criminal summonses charging WMI with 18 violations of the Waste Management Act and its Integrated Pollution Prevention and Control license in connection with five specifically identified shipments of medroxyprogesterone acetate contaminated sugar water waste from its Newbridge, Ireland facility. Discovery has commenced but has not been completed. The Company has initiated proceedings in the Irish High Court in Dublin against the Director of Public Prosecutions (DPP) criminal proceedings on a number of grounds challenging the right of the DPP and the Irish Environmental Protection Agency to prosecute this matter. It is anticipated that preliminary motions in this case will be heard in the first half of 2008. The criminal prosecution of the five summonses alleging breach of Wyeth’s Integrated Pollution Prevention and Control License and, in effect, the entire prosecution in the local Circuit Court have been suspended pending resolution of this Irish High Court in Dublin review.

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.

20

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 nine months ended September 30, 2007 and 2006:

	Net Revenue
	Three Months Ended September 30,		Nine Months Ended September 30,
(In thousands)	2007	2006	2007	2006
Pharmaceuticals:
EFFEXOR	$957,617	$923,733	$2,825,714	$2,785,986
PREVNAR	634,020	509,766	1,883,395	1,459,589
ENBREL(1)	526,579	378,290	1,479,652	1,083,484
PROTONIX	425,293	452,462	1,449,676	1,375,404
Nutrition	345,827	305,772	1,050,369	894,068
ZOSYN/TAZOCIN	284,085	244,579	845,201	723,220
PREMARIN family	282,979	262,911	791,118	788,480
Alliance revenue(1)(2)	314,151	357,296	972,734	968,837
Other	899,302	825,693	2,599,737	2,503,197
Total Pharmaceuticals	4,669,853	4,260,502	13,897,596	12,582,265
Consumer Healthcare	714,945	663,341	1,949,537	1,815,532
Animal Health	234,738	211,953	789,139	732,679
Total Net Revenue	$5,619,536	$5,135,796	$16,636,272	$15,130,476

(1) ENBREL net revenue includes sales of ENBREL outside the United States and Canada, where the Company has exclusive rights, but does not include the Company’s share of profits from sales in the United States and Canada, where the product is co-promoted with Amgen, which the Company records 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.

21

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

	Income (Loss) before Income Taxes
(In thousands)	Three Months Ended September 30,				Nine Months Ended September 30,
Segment	2007		2006		2007		2006
Pharmaceuticals(1)	$1,604,762		$1,400,516		$4,870,490		$4,176,492
Consumer Healthcare(1)	121,338		173,852		329,435		354,703
Animal Health	35,067		31,668		167,067		148,237
Corporate(2)	(127,309	)	(160,450	)	(273,342	)	(344,132	)
Total	$1,633,858		$1,445,586		$5,093,650		$4,335,300

(1) Income (loss) before income taxes for the 2007 third quarter and first nine months included gains from product divestitures of approximately $2,700 and $60,300, respectively, and pertained primarily to the Pharmaceuticals segment. Income (loss) before income taxes for the 2006 third quarter and first nine months included gains from product divestitures of approximately $4,400 and $38,700, respectively, and pertained primarily to the Pharmaceuticals segment.

(2) Corporate loss before taxes included a net charge of $117,100 for the 2007 third quarter and $209,500 for the 2007 first nine months compared with $80,200 for the 2006 third quarter and $154,800 for the 2006 first nine months, related to the Company’s productivity initiatives. The initiatives related to the reportable segments as follows:

(In thousands)	Three Months Ended September 30,		Nine Months Ended September 30,
Segment	2007	2006	2007	2006
Pharmaceuticals	$115,100	$79,500	$199,500	$146,800
Consumer Healthcare	900	700	6,900	8,000
Animal Health	1,100	—	3,100	—
Total	$117,100	$80,200	$209,500	$154,800

22

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 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 22 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 46 to 49 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 nine months was as follows:

	Pharmaceuticals	Consumer Healthcare	Animal Health
% of 2007 first nine months worldwide net revenue	83%	12%	5%
% of 2007 first nine months segment net revenue generated outside the United States	47%	46%	56%

23

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 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 nine months, 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 the 2007 third quarter, we launched 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 Nine Months Financial Highlights

· Worldwide net revenue increased 10% to $16,636.3 million;

· Pharmaceuticals net revenue increased 10%, reflecting higher sales of PREVNAR, ENBREL, ZOSYN, Nutrition products, PROTONIX and EFFEXOR. The increase in Pharmaceuticals net revenue was offset, in part, by lower sales of INDERAL LA due to generic competition. Alliance revenue increased slightly to $972.7 million for the 2007 first nine months due primarily to higher sales of ENBREL in the United States and Canada, which were largely offset by lower alliance revenue associated with sales of the CYPHER stent and ALTACE;

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

· Animal Health net revenue increased 8%, reflecting higher sales of livestock products, companion animal products, which include our recently launched PROMERIS flea and tick products for dogs and cats, poultry and equine products.

24

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

Our Principal Products

Set forth below is a summary of net revenue performance of our principal products or product families in the 2007 first nine months:

(Dollars in millions)	2007 First Nine Months Net Revenue	% Increase over 2006 First Nine Months
EFFEXOR	$2,825.7	1%
PREVNAR	1,883.4	29%
ENBREL(1)	1,479.7	37%
PROTONIX	1,449.7	5%
Nutrition	1,050.4	17%
Alliance revenue(1)( 2)	972.7	—
ZOSYN/TAZOCIN	845.2	17%
PREMARIN family	791.1	—

(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 31 for a discussion of generic competition for EFFEXOR and EFFEXOR XR.

· 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 86 countries worldwide and included in 17 national immunization programs (NIP). We anticipate the number of NIPs to continue to increase as a result of the World Health Organization recommending the inclusion of PREVNAR in NIPs. In September 2007, we filed a new drug application for PREVNAR in Japan.

· 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 sixth 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.

25

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

· 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. See “Our Challenging Business Environment” beginning on page 31 for a discussion of potential generic competition for PROTONIX.

· 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. We expect that 2007 fourth quarter alliance revenue from ALTACE will be limited by the annual payment limit and that 2008 alliance revenue from ALTACE will most likely be adversely impacted by potential generic competition for the product. See “Our Challenging Business Environment” beginning on page 31.

· 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 the vast majority of other markets had access by mid-2007. We anticipate that the few remaining markets will launch in the near future. See “Our Challenging Business Environment” beginning on page 31 for a discussion of potential generic competition for ZOSYN.

· Our PREMARIN family of products remains the leading therapy to help women address moderate to severe menopausal symptoms. See “Our Challenging Business Environment” beginning on page 31 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

26

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

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.

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 U.S. Food and Drug Administration (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. In September 2007, we received a positive opinion from the Committee for Medicinal Products for Human Use (CHMP) of the European Medicines Evaluation Agency (EMEA) for the approval of TORISEL as a first-line therapy for patients with advanced renal cell carcinoma who have at least three of six prognostic risk factors. The CHMP’s opinion for TORISEL will now be forwarded to the European Commission for final approval, anticipated by the end of 2007. An application for TORISEL for the treatment of renal cell carcinoma was filed at the end of June 2007 for regulatory review in Japan. We also have 25 other dossiers in various countries pending regulatory approval for TORISEL for the treatment of renal cell carcinoma.

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 effective contraception and the potential for no period 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 European Union (EU) regulatory filing for ANYA, the trade name for LYBREL in the EU, remains under regulatory review, and we now are concluding the second negotiation phase of the mutual recognition procedure based on the approval by Finland in October 2006. Although the majority of EU countries appear favorable to approval, further scientific dialogue at the Pan-European level will be necessary, and it is likely that the final regulatory outcome for ANYA will not be known until the third quarter of 2008.

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 complete 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.

27

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

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 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); several post-marketing commitments, including submission of long-term relapse prevention, lower dose and pediatric studies; additional clarity around our product education plan for physicians, pharmacists 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, in August 2007, we submitted our complete response to the FDA. The FDA has notified us that they anticipate a new action date during the first quarter of 2008. In September 2007, we submitted our Marketing Authorization Application in Europe for desvenlafaxine for the major depressive disorder indication.

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, and we expect that the study will begin in early 2008. Our October 2006 Marketing Authorization Application for PRISTIQ for the treatment of vasomotor symptoms in Europe remains under regulatory review.

In August 2007, we and our partner Solvay Pharmaceuticals (Solvay) received an action letter from the FDA in response to the NDA for bifeprunox for the acute treatment of schizophrenia, as well as the maintenance of stable adult patients, stating that the drug was not approvable at this time. The NDA was filed with the FDA in the 2006 fourth quarter. The FDA stated in the letter that bifeprunox demonstrated effectiveness in the long-term maintenance study and indicated that a second positive maintenance study could be sufficient to support a maintenance claim for bifeprunox. Although the FDA acknowledged that bifeprunox separated from placebo in two short-term studies in the acute setting, the FDA concluded that the efficacy data, when compared with reference drugs, were not sufficient for approval. The FDA also requested further information regarding human metabolism of bifeprunox and additional information regarding a complex case of a patient who died while participating in one of the trials. We, Solvay and the FDA currently are exchanging

28

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

information regarding what might be an appropriate study design to support a maintenance indication. We plan to meet with the FDA in early 2008, and, accordingly, it is not possible to clarify the path forward at this time.

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, including an analysis of the incidence of venous thrombotic events and stroke in the treatment group taking bazedoxifene, 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, with the FDA setting an action date at the end of December 2007. We are evaluating the value of submitting data from two additional clinical studies that are expected to be completed in late 2007 to further support the prevention indication. On July 31, 2007, we also filed a separate NDA with the FDA for VIVIANT for the treatment of osteoporosis, which has been assigned an FDA action date at the end of May 2008. Both of these NDAs now contain virtually the same clinical data, and it is possible that either the FDA or we may determine that it is more efficient to review these two NDAs together, potentially moving the review timelines closer together. In September 2007, we submitted our Marketing Authorization Application jointly for VIVIANT for the treatment and prevention of osteoporosis in Europe.

With respect to APRELA (bazedoxifene/conjugated estrogens), our tissue selective estrogen complex for menopausal symptoms and osteoporosis, there is additional work that we need to successfully complete before filing an NDA with the FDA, including further analysis and successful completion of product formulation, bioequivalence and clinical studies. We now project an NDA filing no earlier than the second quarter of 2008.

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 to the FDA currently is planned for the intravenous form of methylnaltrexone in mid-2008. We also are working with Progenics to develop an oral formulation of methylnaltrexone, for which we recently announced that we are initiating Phase 2 clinical trials.

29

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

In the 2007 first quarter, we enrolled the first group of adult patients in a Phase 3 clinical trial for our new 13-valent pneumococcal conjugate vaccine. Assuming positive results, we plan to make regulatory filings for this vaccine in adults in late 2009. Separate regulatory filings for this vaccine in infants are planned for early 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 and Elan intend to begin the Phase 3 program by the end of 2007. The Phase 2 study is ongoing and is expected to be completed in mid-2008.

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 the “Contingencies and Commitments” notes to our consolidated condensed financial statements contained in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007. The $2,320.5 million reserve balance at September 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 the “Contingencies and Commitments” notes to our consolidated condensed financial statements contained in our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2007 and June 30, 2007. As of September 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 third quarter of 2007, one additional hormone therapy case was tried (Rowatt), resulting in a verdict in favor of three plaintiffs totaling $35.0 million in

30

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

compensatory damages and $99.0 million in punitive damages. We have filed motions for post-trial relief, and if no relief is granted, we intend to file an appeal from the judgment. We believe that we have strong arguments for reversal or reduction of the awards on appeal due to the significant number of legal errors made during the trial and in the charge to the jury and due to a lack of evidence to support aspects of the verdict. In other developments during the third quarter, the $1.5 million plaintiffs’ compensatory verdict in the Daniel case was vacated by the trial court and a new trial was ordered. Summary judgment was granted in our favor on statute of limitations and expert evidence grounds in the Coleman and Zandi cases, respectively. 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.

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. Six 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 also is pending. Venlafaxine HCl is the active ingredient used in EFFEXOR XR. 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

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

market conditions and developments regarding the applicable patent rights. We estimate that approximately 90% of EFFEXOR (immediate release tablets) prescriptions in the United States have been converted to Teva’s generic versions since the August 2006 launch. 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.

We recently granted a covenant not to sue to Sun Pharmaceutical Industries, Ltd. (Sun), which has filed an Abbreviated New Drug Application (ANDA) seeking FDA approval to market venlafaxine HCl extended release tablets. The covenant not to sue is limited to the same three patents involved in the above-mentioned litigations and also limited to the specific tablet product that is the subject of Sun’s ANDA. Based on existing FDA practice, Sun’s ANDA for a tablet product could be approved without regard to Teva’s 180-day generic exclusivity as the first company to file an ANDA challenging these patents for a capsule product. Sun did not make any allegations as to our patent covering the compound venlafaxine, and the covenant not to sue does not apply to that patent. Accordingly, Sun’s ANDA could be approved as early as the expiration of that patent, and its associated pediatric exclusivity period, on June 13, 2008, but no sooner. We anticipate that, if approved, the FDA would not rate Sun’s tablet product as therapeutically equivalent, also referred to as AB-rated, to EFFEXOR XR (extended release capsules). Therefore, the Sun tablet product ordinarily would not be substitutable for EFFEXOR XR (extended release capsules) at the pharmacy level. However, in the event that Sun obtains approval of its ANDA and successfully launches its tablet product, our sales of EFFEXOR XR (extended release capsules) would be negatively impacted.

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. Teva’s launch of generic versions of EFFEXOR XR (extended release capsules) in Canada has caused our combined EFFEXOR and EFFEXOR XR net revenue in the Canadian market to decrease approximately 78% for the 2007 third quarter and 71% for the 2007 first nine months compared with the 2006 third quarter and first nine months, respectively, and we believe that the recent entry of additional generic competition into the Canadian market will further accelerate this decline in Canada. As a result of the introduction of additional generic competition, our royalty from Teva on its Canadian sales of generic extended release venlafaxine HCl capsules has been suspended.

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 third quarter and first nine months results was limited, and we expect the impact on our results for the remainder of 2007 to be limited.

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

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

protection extending to 2023. Although generic competition for ZOSYN in the United States could arrive at any time, we believe that the timing and impact of generic competition in the United States will depend 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,” contained in our 2006 Financial Report as incorporated in our 2006 Annual Report on Form 10-K, and other factors. The compound patent claiming one of the active ingredients in ZOSYN (TAZOCIN internationally) expired in most major markets outside the United States in early July 2007. Accordingly, we face generic competition in Spain, Portugal and Greece and may face generic competition in additional countries in the near future. On September 24, 2007, Health Canada approved a generic version of TAZOCIN in Canada, and, as a result, we soon may face generic competition in Canada.

In December 2006, we received a request from the 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 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 currently available scientific data provide an adequate basis to support such a change. Following discussions with the scientific assessors, we submitted a proposed change to the labeling as our formal, written response to the EMEA in August 2007, and in October 2007, we received a request for supplementary information from the EMEA. We have had subsequent discussions with the scientific assessors and will make another formal, written response to this request in November 2007. As a result of this process, some changes to the PREVENAR labeling will be made; however, the final labeling and its clinical and commercial impact are unknown.

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. We continue 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. We also believe the product labeling appropriately reflects the product 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.

Following discussions with the FDA, the EMEA and other boards of health, our supplier for the active ingredient of TYGACIL is in the process of implementing changes to the manufacturing process for the active ingredient of TYGACIL. These process modifications have been approved in the United States and the EU and are awaiting approval in a few additional jurisdictions. These modifications do not affect the safety or efficacy of the product, but our manufacture of additional active pharmaceutical ingredient for TYGACIL is contingent upon successful implementation of these modifications on a timely basis, and we expect supply limitations outside the United States to remain in place until mid-2008. We

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

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 international 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 $198.0 million for the 2006 full year, declined approximately 87% and 77% in the 2007 third quarter and first nine months, respectively, as compared with the 2006 third quarter and first nine months.

As described in Note 7 to our consolidated condensed financial statements, “Contingencies and Commitments,” contained in this Quarterly Report on Form 10-Q, on September 7, 2007, the United States District Court for the District of New Jersey denied Wyeth’s and its licensing partner’s (Altana Pharma AG, since acquired by Nycomed GmbH) motion for a preliminary injunction against Teva and Sun seeking to prevent the launch of a generic version of PROTONIX (pantoprazole sodium) prior to resolution of ongoing patent litigation between the parties. The Court determined that Teva had raised sufficient questions about the validity of the patent to preclude issuance of the extraordinary remedy of a preliminary injunction. The Court did not conclude that the patent was invalid or not infringed and emphasized that its findings were preliminary. On October 4, 2007, we filed a notice of appeal from the denial of the motion for preliminary injunction. The case now will proceed to trial, and the Court stated the generic companies would need to meet a higher burden of proof, clear and convincing evidence. Wyeth and Nycomed intend to continue to vigorously enforce our patent rights, continue to believe that the PROTONIX patent is valid and enforceable, and believe that the patent will withstand the challenges by these generic companies. However, the course and outcome of future proceedings cannot be predicted with certainty. It is possible that Teva and/or Sun may launch generic products at any time, which would negatively impact sales of PROTONIX significantly.

As a result of a recent decision of the U.S. Court of Appeals for the Federal Circuit invalidating the enantiomer patent for ALTACE on the basis of obviousness, future alliance revenue from ALTACE will most likely be adversely impacted by potential generic competition for the product. King has announced that it plans to file a motion for rehearing and rehearing en banc.

In October 2007, we commenced a voluntary market withdrawal of our ROBITUSSIN and DIMETAPP “infant” cough and cold medicines. The voluntary withdrawal affects only these “infant” medicines, not those intended and labeled for use in children age two and older. In addition, on October 18-19, 2007, the FDA held a joint meeting of the Pediatric and Nonprescription Drugs Advisory Committees to discuss the safety and efficacy of over-the-counter cough and cold products for use in children. The committees recommended that these products no longer should be used for children under the age of six. We are evaluating the Advisory committees’ recommendations, which could impact the ROBITUSSIN and DIMETAPP family of products.

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

The FDA also has scheduled a December 2007 meeting of the Nonprescription Drugs Advisory Committee to discuss the efficacy and safety of phenylephrine, an active ingredient used in our ROBITUSSIN and DIMETAPP family of products. The results of this meeting could impact the ROBITUSSIN and DIMETAPP family of products.

As part of our business, we have made and will continue to make significant investments in assets, including inventory, plant and equipment, that relate to potential new products and potential changes in manufacturing processes or reformulations of existing products. Our ability to realize value on these investments is contingent on, among other things, regulatory approval and market acceptance of these new products, process changes and reformulations. In addition, we have several existing 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 $618.7 million have been recorded with respect to these initiatives. Additional costs associated with the productivity initiatives are expected to continue for several years as further strategic decisions are made. Costs are projected to total approximately $750.0 million to $1,000.0 million, on a pre-tax basis. Throughout the remainder of 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 Financial Accounting Standards Board Interpretation No. 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 9% for the 2007 third quarter and 10% for the 2007 first nine months compared with the 2006 third quarter and first nine months, 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 6% for the 2007 third quarter and 7% for the 2007 first nine months.

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

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:

	Net Revenue
(Dollars in millions)	Three Months Ended September 30,			Nine Months Ended September 30,
Segment	2007	2006	% Increase	2007	2006	% Increase
Pharmaceuticals	$4,669.9	$4,260.5	10%	$13,897.6	$12,582.3	10%
Consumer Healthcare	715.0	663.3	8%	1,949.6	1,815.5	7%
Animal Health	234.7	212.0	11%	789.1	732.7	8%
Total	$5,619.6	$5,135.8	9%	$16,636.3	$15,130.5	10%

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

	% Increase (Decrease) Three Months Ended September 30, 2007				% Increase (Decrease) Nine Months Ended September 30, 2007
	Volume	Price	Foreign Exchange	Total Net Revenue	Volume	Price	Foreign Exchange	Total Net Revenue
Pharmaceuticals
United States	(1)%	5 %	—	4%	2 %	5%	—	7%
International	9 %	1 %	6%	16%	10 %	—	5%	15%
Total	4 %	3 %	3%	10%	6 %	2%	2%	10%
Consumer Healthcare
United States	—	—	—	—	—	—	—	—
International	9 %	1 %	9%	19%	9 %	1%	7%	17%
Total	4 %	—	4%	8%	3 %	1%	3%	7%
Animal Health
United States	10 %	(2)%	—	8%	(2)%	3%	—	1%
International	5 %	(1)%	9%	13%	5 %	1%	7%	13%
Total	7 %	(1)%	5%	11%	2 %	2%	4%	8%
Total
United States	—	4 %	—	4%	2 %	4%	—	6%
International	9 %	1 %	6%	16%	9 %	—	6%	15%
Total	4 %	2 %	3%	9%	5 %	2%	3%	10%

36

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

Pharmaceuticals

Worldwide Pharmaceuticals net revenue increased 10% for the 2007 third quarter and first nine months due primarily to higher sales of PREVNAR, ENBREL, Nutrition products, ZOSYN, EFFEXOR, rhBMP-2, BENEFIX and TYGACIL. PROTONIX sales decreased 6% for the 2007 third quarter, reflecting lower wholesale inventory levels following last quarter’s buildup and the possibility of a generic entry, and increased 5% for the 2007 first nine months. The increase in Pharmaceuticals net revenue was offset, in part, by lower sales of ZOTON and INDERAL LA due to generic competition. PREVNAR global net revenue increased 24% for the 2007 third quarter and 29% for the 2007 first nine months, largely due to the positive impact of NIPs that began in late 2006 in Germany and Mexico. In addition, the Centers for Disease Control and Prevention (CDC) purchased an additional 500,000 doses in the 2007 third quarter for the Pediatric Vaccine Stockpile, increasing total 2007 CDC stockpile purchases to 750,000 doses. ZOSYN sales increased due to the recovery from manufacturing supply limitations that impacted the 2006 first nine months as well as price increases in late 2006 and early 2007. EFFEXOR net revenue for the 2007 third quarter increased primarily as a result of wholesaler inventory levels returning to historical levels and price increases. For the 2007 first nine months, EFFEXOR net revenue increased slightly, primarily due to price increases. Alliance revenue decreased 12% for the 2007 third quarter due to lower alliance revenue associated with sales of the CYPHER stent and ALTACE. Alliance revenue for the 2007 first nine months was slightly higher due to higher sales of ENBREL in the United States and Canada, which were largely offset by lower alliance revenue associated with sales of the CYPHER stent and ALTACE. Excluding the favorable impact of foreign exchange, worldwide Pharmaceuticals net revenue increased 7% for the 2007 third quarter and 8% for the 2007 first nine months.

Consumer Healthcare

Worldwide Consumer Healthcare net revenue increased 8% for the 2007 third quarter due primarily to an increase in sales of ADVIL, ADVIL PM and CALTRATE. Net revenue increased 7% for the 2007 first nine months due primarily to an increase in sales of CENTRUM, ADVIL, ADVIL PM and CALTRATE. Excluding the favorable impact of foreign exchange, worldwide Consumer Healthcare net revenue increased 4% for the 2007 third quarter and first nine months.

Animal Health

Worldwide Animal Health net revenue increased 11% for the 2007 third quarter due to higher sales of livestock, poultry and companion animal products, which included sales of our recently launched PROMERIS flea and tick products for dogs and cats. Net revenue for the 2007 first nine months increased 8% due primarily to higher sales of livestock, companion animal, poultry and equine products. Excluding the favorable impact of foreign exchange, worldwide Animal Health net revenue increased 6% for the 2007 third quarter and increased 4% for the 2007 first nine months.

37

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

The following tables set forth the significant worldwide Pharmaceuticals, Consumer Healthcare and Animal Health net revenue by product or product family for the three and nine months ended September 30, 2007 and 2006:

Pharmaceuticals
	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2007	2006	2007	2006
EFFEXOR	$957.6	$923.7	$2,825.7	$2,786.0
PREVNAR	634.0	509.8	1,883.4	1,459.6
ENBREL(1)	526.6	378.3	1,479.7	1,083.5
PROTONIX	425.3	452.5	1,449.7	1,375.4
Nutrition	345.8	305.8	1,050.4	894.1
ZOSYN/TAZOCIN	284.1	244.6	845.2	723.2
PREMARIN family	283.0	262.9	791.1	788.5
Oral contraceptives	111.1	105.3	330.0	349.5
BENEFIX	125.1	83.2	303.7	263.0
rhBMP-2	92.8	74.1	284.4	230.6
RAPAMUNE	93.0	83.8	265.2	245.6
REFACTO	85.7	77.7	247.6	225.2
TYGACIL	37.3	20.1	97.0	47.2
ZOTON	22.7	27.7	66.8	106.9
Alliance revenue(1)(2)	314.2	357.3	972.7	968.8
Other	331.6	353.7	1,005.0	1,035.2
Total Pharmaceuticals	$4,669.9	$4,260.5	$13,897.6	$12,582.3

(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, 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.

38

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

Consumer Healthcare
	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2007	2006	2007	2006
CENTRUM	$173.8	$171.7	$500.8	$475.8
ADVIL	177.9	150.4	497.7	447.9
CALTRATE	59.3	46.9	165.2	144.6
ROBITUSSIN	71.7	78.0	147.9	146.5
PREPARATION H	26.7	25.8	81.4	75.4
CHAPSTICK	38.0	32.5	80.1	72.6
DIMETAPP	26.9	28.4	54.9	54.3
ADVIL COLD & SINUS	19.7	16.6	47.8	42.5
ALAVERT	12.2	12.4	45.9	46.2
Other	108.8	100.6	327.9	309.7
Total Consumer Healthcare	$715.0	$663.3	$1,949.6	$1,815.5
Animal Health
	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2007	2006	2007	2006
Livestock products	$116.4	$99.7	$345.8	$313.0
Companion animal products	64.5	63.2	240.6	229.6
Equine products	21.9	22.0	109.9	107.0
Poultry products	31.9	27.1	92.8	83.1
Total Animal Health	$234.7	$212.0	$789.1	$732.7

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 $638.4 million for the 2007 third quarter and $1,920.9 million for the 2007 first nine months compared with $588.6 million for the 2006 third quarter and $1,646.7 million for the 2006 first nine months. The increase in chargebacks/rebates was due primarily to increased managed care rebate rates and increased Medicare Part D rebates, as well as the overall increase in sales.

39

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 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 1.8 percentage points to 28.8% for the 2007 third quarter compared with 27.0% for the 2006 third quarter and increased 0.7 percentage point to 27.8% for the 2007 first nine months compared with 27.1% for the 2006 first nine months. Charges associated with our productivity initiatives accounted for 1.4 percentage points of the 1.8 percentage points increase for the 2007 third quarter, and accounted for 0.5 percentage point of the 0.7 percentage point increase for the 2007 first nine months. Pharmaceuticals cost of goods sold, as a percentage of net revenue, decreased 0.7 percentage point to 23.9% for the 2007 third quarter due to lower manufacturing losses and variances. For the 2007 first nine months, Pharmaceuticals cost of goods sold, as a percentage of net revenue, increased 0.1 percentage point to 24.5% from 24.4% for the 2006 first nine months. The 2007 first nine months increase resulted from higher inventory adjustments and higher costs 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. In addition, Consumer Healthcare cost of goods sold, as a percentage of net revenue, increased for the 2007 third quarter and first nine months due to losses associated with the anticipated redesign of dosing cups for several cough/cold products.

Selling, general and administrative expenses, as a percentage of Net revenue, decreased 1.2 percentage points to 29.7% for the 2007 third quarter from 30.9% for the 2006 third quarter and decreased 1.8 percentage points to 29.3% for the 2007 first nine months compared with 31.1% for the 2006 first nine months. While Net revenue increased at a rate of 9% and 10% for the 2007 third quarter and first nine months, respectively, Selling, general and administrative expenses increased 5.1% and 3.5% for the 2007 third quarter and first nine months, respectively. Selling, general and administrative expenses have grown at a slower rate than Net revenue due to higher sales of certain key pharmaceutical products, such as PREVNAR and ENBREL, requiring 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 and LYBREL. In addition, general and administrative expenses, as a percentage of Net revenue, decreased due to a reduction in legal expenses.

Research and development expenses increased 5% for the 2007 third quarter and 8% for the first nine months compared with the 2006 third quarter and first nine months. The 2007 third quarter and first nine months increases are primarily due to higher spending on various clinical programs, including methylnaltrexone and 13-valent pneumococcal conjugate vaccine, higher compensation expenses and increased spending on Phase 4 clinical studies associated with products such as TORISEL, TYGACIL and PREVNAR.

40

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

Interest Income, Net and Other Income

Interest income, net for the three and nine months ended September 30, 2007 and 2006 consisted of the following:

	Three Months Ended September 30,				Nine Months Ended September 30,
(In millions)	2007		2006		2007		2006
Interest expense	$179.0		$145.8		$505.3		$423.0
Interest income	(196.1	)	(134.5	)	(517.7	)	(371.8	)
Less: Amount capitalized for capital projects	(22.5	)	(19.4	)	(61.0	)	(51.3	)
Total interest income, net	$(39.6	)	$(8.1	)	$(73.4	)	$(0.1	)

Other income, net increased by $21.9 million for the 2007 third quarter compared with the 2006 third quarter due to lower miscellaneous expenses and increased $46.2 million for the 2007 first nine months compared with the 2006 first nine months due primarily to the divestiture of several smaller products in Europe by the Pharmaceuticals segment. Included in Other income, net are pre-tax gains from product divestitures of approximately $2.7 million and $60.3 million for the 2007 third quarter and first nine months, respectively, compared with $4.4 million and $38.7 million for the 2006 third quarter and first nine months, 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:

	Income (Loss) before Income Taxes
	Three Months Ended September 30,					Nine Months Ended September 30,
(Dollars in millions) Segment	2007		2006		% Increase/ (Decrease)	2007		2006		% Increase/ (Decrease)
Pharmaceuticals(1)	$1,604.8		$1,400.5		15%	$4,870.5		$4,176.5		17%
Consumer Healthcare(1)	121.3		173.9		(30)%	329.4		354.7		(7)%
Animal Health	35.1		31.7		11%	167.1		148.2		13%
Corporate(2)	(127.3	)	(160.5	)	21%	(273.3	)	(344.1	)	21%
Total	$1,633.9		$1,445.6		13%	$5,093.7		$4,335.3		17%

(1) Income (loss) before income taxes for the 2007 third quarter and first nine months included gains from product divestitures, primarily in the Pharmaceuticals segment, of approximately $2.7 and $60.3, respectively, compared with $4.4 and $38.7 for the 2006 third quarter and first nine months, respectively.

41

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

(2) Corporate included a net charge of $117.1 and $209.5 for the 2007 third quarter and first nine months, respectively, compared with a net charge of $80.2 and $154.8 for the 2006 third quarter and first nine months, respectively, related to our productivity initiatives. The activities related to the reportable segments as follows:

	Productivity Initiatives Charges
	Three Months Ended September 30,		Nine Months Ended September 30,
(In millions)	2007	2006	2007	2006
Pharmaceuticals	$115.1	$79.5	$199.5	$146.8
Consumer Healthcare	0.9	0.7	6.9	8.0
Animal Health	1.1	—	3.1	—
Total	$117.1	$80.2	$209.5	$154.8

Worldwide Pharmaceuticals income before income taxes for the 2007 third quarter increased 15% due primarily to higher net revenue and a higher gross margin earned on worldwide sales of Pharmaceuticals products and higher other income, net, offset, in part, by higher research and development spending. Selling, general and administrative expenses, as a percentage of net revenue, remained consistent with the 2006 third quarter. For the 2007 first nine months, Pharmaceuticals income before income taxes increased 17% due primarily to higher net revenue, lower selling, general and administrative expenses, as a percentage of net revenue and higher other income, net, offset, in part, by higher research and development spending. Gross margin declined slightly for the 2007 first nine months to 75.5% from 75.6% for the 2006 first nine months.

Worldwide Consumer Healthcare income before income taxes for the 2007 third quarter decreased 30% due primarily to higher cost of goods sold and selling, general and administrative expenses, as a percentage of net revenue, and higher research and development spending, offset, in part, by higher net revenue and higher other income, net. Income before income taxes for the 2007 first nine months decreased 7% due primarily to higher cost of goods sold, as a percentage of net revenue, higher research and development spending and lower other income, net, offset, in part, by higher net revenue. Cost of goods sold for the 2007 third quarter and first nine months was negatively impacted by losses associated with the anticipated redesign of dosing cups for several cough/cold products.

Worldwide Animal Health income before income taxes for the 2007 third quarter and first nine months increased 11% and 13%, respectively, due primarily to higher net revenue and lower cost of goods sold and 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.

Corporate expenses, net for the 2007 third quarter and first nine months were $127.3 million and $273.3 million, respectively, compared with $160.5 million and $344.1 million for the 2006 third quarter and first nine months. The decrease in Corporate expenses, net, resulted from lower general and administrative expenses and higher interest income, net.

42

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

Income Taxes

The effective tax rate was 29.9% and 29.4% for the 2007 third quarter and first nine months, respectively, compared with 20.0% and 22.9% for the 2006 third quarter and first nine months, respectively. Excluding certain items affecting comparability (as discussed below under “Consolidated Net Income and Diluted Earnings per Share Results”), the effective tax rate was 29.6% and 29.3% for the 2007 third quarter and first nine months, respectively, compared with 25.2% and 24.8% for the 2006 third quarter and first nine months, respectively. These increases in the effective tax rates for the 2007 third quarter and first nine months reflected the impact of higher sales of certain Pharmaceuticals products, such 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 third quarter were $1,145.9 million and $0.84, respectively, compared with net income and diluted earnings per share of $1,156.9 million and $0.85, respectively, for the 2006 third quarter, a 1% decrease in net income and diluted earnings per share. Net income and diluted earnings per share for the 2007 first nine months were $3,598.5 million and $2.63, respectively, compared with net income and diluted earnings per share of $3,341.3 million and $2.45, respectively, for the 2006 first nine months, increasing 8% and 7%, respectively.

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

· 2007 third quarter net charges of $117.1 million ($86.0 million after-tax or $0.06 per share-diluted) and 2007 first nine months net charges of $209.5 million ($152.5 million after-tax or $0.11 per share-diluted) related to our productivity initiatives.

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

· 2006 third quarter favorable income tax adjustment of $70.4 million ($0.05 per share-diluted) related to the reduction of certain deferred tax asset valuation allowances.

43

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

The productivity initiatives charges and the favorable income tax adjustment have been identified as significant items by our management as they are not considered to be indicative of continuing operating results. Excluding the 2007 and 2006 third quarter and first nine months productivity initiatives charges and the 2006 favorable income tax adjustment, net income and diluted earnings per share increased for the 2007 third quarter and first nine months 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 cost of goods sold, as a percentage of net revenue, higher research and development spending and increased income taxes.

Liquidity, Financial Condition and Capital Resources

Cash and Cash Equivalents

Our cash and cash equivalents increased $3,060.6 million during the 2007 first nine months. Sources of cash flows during the 2007 first nine months related primarily to the following items:

· Net increase in cash from operating activities of $4,265.2 million;

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

· Proceeds of $1,152.0 million related to the sales and maturities of marketable securities;

· Proceeds of $697.4 million related to the exercise of stock options; and

· Proceeds of $87.5 million related to sales of assets.

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

· Purchases of $2,323.4 million of marketable securities;

· Purchases of Wyeth common stock for treasury totaling $1,213.9 million;

· Dividend payments of $1,048.6 million;

· Capital expenditures totaling $872.4 million; and

· Purchase of the remaining equity interest in Wyeth K.K., our Japanese joint venture with Takeda Pharmaceuticals Company Limited totaling $221.7 million.

The change in working capital, which used $14.9 million of cash as of September 30, 2007, excluding the effects of foreign exchange, was primarily due to higher inventory levels of PREVNAR and ENBREL to support increased sales demands and higher accounts receivable balances relating to increased sales partially offset by higher accounts payable and accrued taxes.

44

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

Total Debt

At September 30, 2007, we had outstanding $11,764.7 million in total debt, which consisted of notes payable and other debt. Maturities of our obligations as of September 30, 2007 are set forth below:

(In millions)	Total	Less than 1 Year	1-3 Years	4-5 Years	Over 5 Years
Total debt	$11,764.7	$427.2	$20.6	$1,552.1	$9,764.8

The following represents our credit ratings as of September 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	September 28, 2007	June 21, 2007	September 27, 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

On September 27, 2007, our Board of Directors approved an increase to our previously authorized share repurchase program, which inclusive of approximately $1.2 billion in repurchases already executed in 2007 as of that date, authorizes us to buy back up to $5.0 billion of our common stock. The repurchase program has no time limit and may be suspended for periods or discontinued at any time. We intend to fund the share repurchase program with cash from operations.

We file tax returns in the United States federal jurisdiction and various state and foreign jurisdictions. We anticipate that the statute of limitations on the Internal Revenue Service (IRS) audit for the 1998-2001 tax years will expire on December 31, 2007. Certain issues relating to this audit have been effectively settled during the 2007 third quarter with the use

45

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

of cash and deferred tax assets, resulting in a net decrease of unrecognized tax benefits of approximately $120.0 million. As a result of cash payments, use of deferred tax assets, the settlement of the IRS audit and the settlement of audits in various state and foreign jurisdictions, we believe that it is reasonably possible that there will be a net decrease of up to $280.0 million in our unrecognized tax benefits in the next 12 months.

The IRS has begun its examination of our tax returns for the 2002-2005 tax years. As a part of this audit, the IRS will likely examine 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, “Contingencies and Commitments,” and in our 2006 Financial Report as incorporated in our 2006 Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed since the filing of our 2006 Annual Report on Form 10-K, 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.

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;

46

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

· Our expectations regarding compliance at our manufacturing facilities;

· Anticipated receipt of, and timing with respect to, regulatory filings and approvals and anticipated product launches, including, without limitation, each of the pipeline products discussed under “Our Product Pipeline” above;

· 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;

· Our expectations regarding our regulatory filing for APRELA;

· 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;

· 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, the covenant not to sue granted to Sun and the timing and impact of generic competition for EFFEXOR and EFFEXOR XR;

47

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

· Timing and impact of generic competition for PROTONIX and our expectations regarding the outcome of our patent litigation against generic manufacturers with regard to PROTONIX;

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

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

· Impact of 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 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

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Nine Months Ended September 30, 2007

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.

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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 September 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)	$2,389.3	$1.5		$1.5
Option contracts(1)	3,904.6	(5.4	)	(5.4	)
Interest rate swaps	5,300.0	(1.0	)	(1.0	)
Outstanding debt(2)	11,765.7	(11,764.7	)	(11,844.2	)

(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 $230.6.

(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 $833.8.

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 September 30, 2007, and the fair value of outstanding debt instruments reflects a current yield valuation based on observed market prices as of September 30, 2007.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of September 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 third 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 nine months, 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.

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

The following tables provide certain information with respect to our repurchases of shares of our common stock during the 2007 third quarter:

Previous Share Repurchase Program⁽¹⁾

Period	Total Number of Shares Purchased(1)(2)	Average Price Paid per Share (1)(2)	Total Number of Shares Purchased as Part of Publicly Announced Plan(1)	Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs(1)
July 1, 2007 through July 31, 2007	3,612,521	$49.24	3,600,000	11,844,283
August 1, 2007 through August 31, 2007	4,482,686	47.39	4,480,916	7,363,367
September 1, 2007 through September 26, 2007	1,018,734	45.50	1,000,000	6,363,367
Total	9,113,941	$47.91	9,080,916

New Share Repurchase Program⁽¹⁾

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 Dollars (in Millions) that May Yet Be Purchased under the Plans or Programs(1)
September 27, 2007 through September 30, 2007	—	—	—	$3,811.8

(1) A previously authorized Share Repurchase Program, which had been announced on January 25, 2007, allowed for future purchases of up to 30,000,000 shares of our common stock. On September 27, 2007, our Board of Directors approved an increase to our previously authorized Share Repurchase Program that authorizes us to buy back up to $5,000.0 million of our common stock. This is inclusive of approximately $1,188.2 million in repurchases already executed during 2007 as of that date. No repurchases were made under the amended program through September 30, 2007. The Share Repurchase Program has no time limit and may be suspended for periods or discontinued at any time.

(2) In addition to purchases under the Share Repurchase Program, this column reflects the following transactions during the 2007 third quarter: (i) the deemed surrender to us of 2,734 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; (ii) the open market purchase of 13,010 shares of common stock to satisfy equivalent dividends paid to employees’ and non-employee directors’ restricted stock trust holdings; (iii) the open market purchase of 8,024 shares of common stock in connection with the administration of our stock option program; and (iv) the surrender to us of 9,257 shares of common stock to satisfy tax withholding obligations for employees in connection with the issuance of restricted stock and/or performance share awards.

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Item 6.	Exhibits
	Exhibit No.	Description
	(10.1)	Amendment to the Wyeth 2005 Amended and Restated Stock Incentive Plan, effective as of September 27, 2007.
	(10.2)	Amendment to the Wyeth 2002 Stock Incentive Plan, Wyeth 1999 Stock Incentive Plan and Wyeth 1996 Stock Incentive Plan, effective as of September 27, 2007.
	(10.3)	Amendment to the 1994 Restricted Stock Plan for Non-Employee Directors, effective as of September 27, 2007.
	(10.4)	Form of Amendment to existing 1998 Severance Agreements for Executive Officers and Certain Key Employees to be entered into between the Company and all executive officers and certain key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.56 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
	(10.5)	Form of Amendment to existing 1998 Severance Agreements for Other Key Employees to be entered into between the Company and other key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
	(10.6)	Form of Amendment to existing 2006 Severance Agreements for Executive Officers and Certain Key Employees to be entered into between the Company and all executive officers and certain key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibits 10.58 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
	(10.7)	Form of Amendment to existing 2006 Severance Agreements for Other Key Employees to be entered into between the Company and other key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.59 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

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(10.8)	Form of Amendment to existing 2006 Severance Agreements for Other New Key Employees to be entered into between the Company and other key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.61 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.9)	Form of Severance Agreement for New Executive Officers and Certain New Key Employees that have not entered into existing Severance Agreements to be entered into between the Company and such individuals from time to time following September 2007.
(10.10)	Form of Severance Agreement for Other New Key Employees that have not entered into the Severance Agreement referred to in Exhibit 10.9 and that have not entered into existing Severance Agreements to be entered into between the Company and such individuals from time to time following September 2007.
(10.11)	Credit agreement, dated as of August 2, 2007, among Wyeth, the banks and other financial institutions from time to time parties thereto, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-lead Arrangers and Joint Bookrunners, Citicorp USA Inc., as Syndication Agent, Bank of America, N.A., The Bank of Nova Scotia and UBS Securities LLC, as Co-documentation Agents and JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders, is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated August 8, 2007.
(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: November 7, 2007

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Exhibit Index

Exhibit No.	Description
(10.1)	Amendment to the Wyeth 2005 Amended and Restated Stock Incentive Plan, effective as of September 27, 2007.
(10.2)	Amendment to the Wyeth 2002 Stock Incentive Plan, Wyeth 1999 Stock Incentive Plan and Wyeth 1996 Stock Incentive Plan, effective as of September 27, 2007.
(10.3)	Amendment to the 1994 Restricted Stock Plan for Non-Employee Directors, effective as of September 27, 2007.
(10.4)	Form of Amendment to existing 1998 Severance Agreements for Executive Officers and Certain Key Employees to be entered into between the Company and all executive officers and certain key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.56 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.5)	Form of Amendment to existing 1998 Severance Agreements for Other Key Employees to be entered into between the Company and other key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.57 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.6)	Form of Amendment to existing 2006 Severance Agreements for Executive Officers and Certain Key Employees to be entered into between the Company and all executive officers and certain key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibits 10.58 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.7)	Form of Amendment to existing 2006 Severance Agreements for Other Key Employees to be entered into between the Company and other key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.59 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

EX-1

(10.8)	Form of Amendment to existing 2006 Severance Agreements for Other New Key Employees to be entered into between the Company and other key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.61 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.9)	Form of Severance Agreement for New Executive Officers and Certain New Key Employees that have not entered into existing Severance Agreements to be entered into between the Company and such individuals from time to time following September 2007.
(10.10)	Form of Severance Agreement for Other New Key Employees that have not entered into the Severance Agreement referred to in Exhibit 10.9 and that have not entered into existing Severance Agreements to be entered into between the Company and such individuals from time to time following September 2007.
(10.11)	Credit agreement, dated as of August 2, 2007, among Wyeth, the banks and other financial institutions from time to time parties thereto, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-lead Arrangers and Joint Bookrunners, Citicorp USA Inc., as Syndication Agent, Bank of America, N.A., The Bank of Nova Scotia and UBS Securities LLC, as Co-documentation Agents and JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders, is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated August 8, 2007.
(12)	Computation of Ratio of Earnings to Fixed Charges.
(31.1)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-1

EX-10.1

Exhibit 10.1

AMENDMENT TO

THE WYETH 2005 AMENDED AND RESTATED STOCK INCENTIVE PLAN

Effective as of September 27, 2007, the Wyeth 2005 Amended and Restated Stock Incentive Plan was amended as follows:

Section 7 was amended to read in its entirety as follows:

Section 7. Adjustment in Event of Change in Stock. Subject to Section 8, in the event of a stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall adjust in the manner determined by the Committee in its sole discretion to be appropriate (i) the number and kind of shares available for issuance under the Plan (including the number of shares that may be granted as Restricted Stock), (ii) the maximum number of shares for which Options may be granted to any Participant during any one fiscal year of the Company, (iii) the number, kind and Option Price of shares subject to outstanding Options and/or (iv) the number and kind of shares subject to outstanding Restricted Stock awards; provided, however, that, except in the case of incentive stock options, the number, kind and Option Price of shares subject to outstanding Options shall be adjusted in the manner described in Section 1.409A-1(b)(5)(v)(D) of the Treasury Regulations; provided, further, that the case of incentive stock options, to the extent permitted by Sections 422 and 424 of the Code, in the event that the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, through reorganization, merger, consolidation, liquidation, recapitalization, reclassification, stock split-up, combination of shares or dividend, appropriate adjustment in the number and kind of shares as to which Options may be granted and as to which Options or portions thereof then unexercised shall be exercisable, and in the Option Price thereof, shall be made to the end that the proportionate number of shares or other securities as to which Options may be granted and the Participant’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that any such adjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; and provided, further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 7, any new shares or units issued to the Participant in respect thereof shall be subject to the same terms, conditions and restrictions as the underlying Restricted Stock award for which the adjustment was made.

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EX-10.2

Exhibit 10.2

AMENDMENT

TO THE

WYETH 2002 STOCK INCENTIVE PLAN

WYETH 1999 STOCK INCENTIVE PLAN

WYETH 1996 STOCK INCENTIVE PLAN

Effective as of September 27, 2007, the Wyeth 2002 Stock Incentive Plan, the Wyeth 1999 Stock Incentive Plan and the Wyeth 1996 Stock Incentive Plan were amended as follows:

Section 8 was amended to read in its entirety as follows:

Section 8. Adjustment in Event of Change in Stock. Subject to Section 9, in the event of a stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall adjust in the manner determined by the Committee in its sole discretion to be appropriate (i) the number and kind of shares available for issuance under the Plan, (ii) the number, kind and Option Price of shares subject to outstanding Options and Stock Appreciation Rights and/or (iii) the number and kind of shares subject to outstanding Restricted Stock awards; provided, however, that, except in the case of incentive stock options, the number, kind and Option Price of shares subject to outstanding Options and Stock Appreciation Rights shall be adjusted in the manner described in Section 1.409A-1(b)(5)(v)(D) of the Treasury Regulations; provided, further, that to the extent permitted in the case of incentive stock options by Sections 422 and 424 of the Code, in the event that the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation, through reorganization, merger, consolidation, liquidation, recapitalization, reclassification, stock split-up, combination of shares or dividend, appropriate adjustment in the number and kind of shares as to which Options may be granted and as to which Options or portions thereof then unexercised shall be exercisable, and in the Option Price thereof, shall be made to the end that the proportionate number of shares or other securities as to which Options may be granted and the Participant’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that any such adjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; and provided, further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 8, any new shares or units issued to the Participant in respect thereof shall be subject to the same terms, conditions and restrictions as the underlying Restricted Stock award for which the adjustment was made.

1

EX-10.3

Exhibit 10.3

AMENDMENT TO

THE 1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

Effective as of September 27, 2007, the 1994 Restricted Stock Plan for Non-Employee Directors was amended as follows:

Section 6 was amended to read in its entirety as follows:

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

1

EX-10.4

Exhibit 10.4

AMENDMENT TO (1998) SEVERANCE AGREEMENT FOR

EXECUTIVE OFFICERS AND CERTAIN KEY EMPLOYEES

The following provisions of your Severance Agreement, which is currently in effect, are hereby amended to read as follows:

1. Section 4(i) is replaced as follows: During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary and bonus at the rate in effect at the commencement of any such period through the Date of Termination for Disability; provided, however, that if any such period of Disability ends during the term of this Agreement, Executive shall have the right to resume active employment with the Company immediately following the end of such period of Disability, unless, prior to the end of such period of Disability, the Company has terminated Executive’s employment. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

2. Section 4(iv)(B) is replaced as follows: The Company shall pay Executive, on the sixty-fifth day following the Separation from Service Date (as defined in Section 4(v) below), as severance pay to Executive a severance payment equal to three (3) times the sum of (i) Executive’s Base Salary, (ii) the Bonus, and (iii) the Stock Option Value (or, if greater, the highest value at the time of grant on a Black-Scholes basis, determined as provided for herein, of any option grant made to Executive after the Change in Control).

3. Section 4(iv)(C) is replaced as follows: The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided that, notwithstanding the penultimate sentence of Section 8, no reimbursement pursuant to this Section 4(iv)(C) shall be paid later than the last day of the tenth (10^th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute; and

4. The first two sentences of Section 4(iv)(D)(i) are replaced as follows: Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit from the Company’s general funds to be calculated using the benefit calculation provisions of the Wyeth Retirement Plan United States (the “DB Plan”) and, to the extent Executive participates therein, the Wyeth Supplemental Executive Retirement Plan (the “SERP”) and the Wyeth Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any

1

benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Executive’s elections with respect to his 409A Benefit (as defined in the SERP) under the SERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the DB Plan and the SERP, and Executive’s elections, if any, with respect to his 409A Benefit (as defined in the ERP) under the ERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the ERP.

5. Section 4(iv)(E) is replaced as follows: Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive has already attained age 45, as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans, in each case for the applicable period of time specified therein and without regard to any termination or reservation of rights provision thereof exercisable by the Company or its successors.

6. Section 4(iv)(F) is replaced as follows: The Company will continue Executive’s participation and coverage for the Severance Period from the Date of Termination under all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the Company’s disability plans) (“Insurance Benefits”), and all perquisites and fringe benefit plans and programs (other than the Company’s pension and 401(k) plans) (the perquisites and fringe benefits together being the “Fringe Benefits”) in which Executive is participating immediately prior to such employment termination, under the same coverages and on the same terms as in effect immediately prior to termination; provided, however that if any other Company plan, arrangement or agreement provides for continuation of Insurance Benefits and Fringe Benefits then the Executive shall receive such coverage under such other plan, arrangement or agreement, and if the period of such coverage is shorter than the Severance Period, then the Executive shall receive pursuant to this section, such coverage for the remainder of the Severance Period.

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

2

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

8. Section 4(v) is added as follows: Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the following shall apply:

1) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of Executive’s death.

2) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive’s death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(v)(1) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

For purposes of this Agreement, “Separation from Service Date” shall mean the date of the Executive’s “separation from service” within the meaning of Section 409A(a)(2)(i)(A) of the Code and determined in accordance with the default rules under Section 409A of the Code. “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

9. Section 5(vii) is added as follows: Notwithstanding the other provisions of this Section 5 and the penultimate sentence of Section 8, all Gross-Up Payments shall be made to the Executive not later than the end of the calendar year following the year in which the Executive remits the related taxes and any reimbursement of the costs and expenses described in Section 5(iii) shall be paid not later than the end of the calendar year following the year in which there is a final and nonappealable resolution of, or the taxes are remitted that are the subject of, the related claim.

10. Following the third sentence, Section 8 is replaced as follows: This Agreement is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall have no right to accelerate any

3

payment or the provision of any benefits under this Agreement or to make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections and the applicable regulations and guidance thereunder. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or other applicable law. Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

11. Section 16 is deleted.

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EX-10.5

Exhibit 10.5

AMENDMENT TO (1998) SEVERANCE AGREEMENT

FOR OTHER KEY EMPLOYEES

The following provisions of your Severance Agreement, which is currently in effect, are hereby amended to read as follows:

1. Section 4(i) is replaced as follows: During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary and bonus at the rate in effect at the commencement of any such period through the Date of Termination for Disability; provided, however, that if any such period of Disability ends during the term of this Agreement, Executive shall have the right to resume active employment with the Company immediately following the end of such period of Disability, unless, prior to the end of such period of Disability, the Company has terminated Executive’s employment. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

2. Section 4(iv)(B) is replaced as follows: The Company shall pay Executive, on the sixty-fifth day following the Separation from Service Date (as defined in Section 4(v) below, as severance pay to Executive a severance payment equal to two (2) times the sum of (i) Executive’s Base Salary, (ii) the Bonus, and (iii) the Stock Option Value (or, if greater, the highest value at the time of grant on a Black-Scholes basis, determined as provided for herein, of any option grant made to Executive after the Change in Control).

3. Section 4(iv)(C) is replaced as follows: The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided that, notwithstanding the penultimate sentence of Section 8, no reimbursement pursuant to this Section 4(iv)(C) shall be paid later than the last day of the tenth (10th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute; and

4. The first two sentences of Section 4(iv)(D)(i) are replaced as follows: Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit from the Company’s general funds to be calculated using the benefit calculation provisions of the WYETH Retirement Plan – United States (the “DB Plan”) and, to the extent Executive participates therein, the WYETH Supplemental Executive Retirement Plan (the “SERP”) and the WYETH Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Executive’s elections with respect to his 409A

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Benefit (as defined in the SERP) under the SERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the DB Plan and the SERP and Executive’s elections, if any, with respect to his 409A Benefit (as defined in the ERP) under the ERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the ERP.

5. Section 4(iv)(E) is replaced as follows: Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive has already attained age 45, as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans, in each case for the applicable period of time specified therein and without regard to any termination or reservation of rights provision thereof exercisable by the Company or its successors.

6. Section 4(iv)(F) is replaced as follows: The Company will continue Executive’s participation and coverage for the Severance Period from the Date of Termination under all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the Company’s disability plans) (“Insurance Benefits”), and all perquisites and fringe benefit plans and programs (other than the Company’s pension and 401(k) plans) (the perquisites and fringe benefits together being the “Fringe Benefits”) in which Executive is participating immediately prior to such employment termination, under the same coverages and on the same terms as in effect immediately prior to termination; provided, however, that if any other Company plan, arrangement or agreement provides for continuation of Insurance Benefits and Fringe Benefits then the Executive shall receive such coverage under such other plan, arrangement or agreement, and if the period of such coverage is shorter than the Severance Period, then the Executive shall receive pursuant to this section, such coverage for the remainder of the Severance Period.

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

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and (y) the closing price paid for the Company’s common stock (or any other securities to which the restricted shares or options relate) on any such exchange on the date of Executive’s termination of employment (or, if no such shares are traded on such day, the most recent date preceding Executive’s termination of employment on which such shares were traded).

8. Section 4(v) is added as follows: Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the following shall apply:

1) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of Executive’s death.

2) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive’s death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(v)(1) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

For purposes of this Agreement, “Separation from Service Date” shall mean the date of the Executive’s “separation from service” within the meaning of Section 409A(a)(2)(i)(A) of the Code and determined in accordance with the default rules under Section 409A of the Code. “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

9. Section 5(vii) is added as follows: Notwithstanding the other provisions of this Section 5 and the penultimate sentence of Section 8, all Gross-Up Payments shall be made to the Executive not later than the end of the calendar year following the year in which the Executive remits the related taxes and any reimbursement of the costs and expenses described in Section 5(iii) shall be paid not later than the end of the calendar year following the year in which there is a final and nonappealable resolution of, or the taxes are remitted that are the subject of, the related claim.

10. Following the third sentence, Section 8 is replaced as follows: This Agreement is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall have no right to accelerate any payment or the provision of any benefits under this Agreement or to make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections and the applicable regulations and guidance thereunder. Any payments provided for hereunder shall be paid net of any applicable

3

withholding required under federal, state, local or other applicable law. Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

11. Section 16 is deleted.

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EX-10.6

Exhibit 10.6

AMENDMENT TO (2006) SEVERANCE AGREEMENT

FOR EXECUTIVE OFFICERS AND CERTAIN KEY EMPLOYEES

The following provisions of your Severance Agreement, which becomes effective January 1, 2009, are hereby amended to read as follows:

1. Section 3 is replaced as follows: If any of the events described in Section 2 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of Executive’s employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result of Executive’s death or Retirement (except as provided in Section 3(i) below), (B) by Executive without Good Reason, or (C) by the Company or any of its subsidiaries for Disability or for Cause. In addition, Executive shall be entitled to the compensation provided for in Section 4(iv) hereof payable only upon the occurrence of an event described in Section 2 constituting a Section 409A Change in Control (as if his termination had occurred after the Section 409A Change in Control) if, after an agreement has been signed which, if consummated, would result in a Section 409A Change in Control, (x) Executive is terminated without Cause by the Company or any of its subsidiaries prior to the Section 409A Change in Control, and (y) such termination was at the instigation or request of the party to the agreement seeking to cause the Section 409A Change in Control or is otherwise in connection with the anticipated Section 409A Change in Control. “Section 409A Change in Control” means a “change in control event” within the meaning of the regulations under Section 409A(a)(2)(A)(v) of the Code determined in accordance with the uniform methodology and procedures adopted by the Company and in effect on December 31, 2007.

2. Section 4(i) is replaced as follows: During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary at the rate in effect at the commencement of any such period, and Bonus, through the Date of Termination for Disability; provided, however, that if any such period of Disability ends during the term of this Agreement, Executive shall have the right to resume active employment with the Company immediately following the end of such period of Disability, unless, prior to the end of such period of Disability, the Company has terminated Executive’s employment. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

3. Section 4(iv)(B) is replaced as follows: The Company shall pay Executive, on the sixty-fifth day following the Separation from Service Date (as defined in Section 4(v) below), as severance pay to Executive a severance payment equal to three (3) times the sum of (i) Executive’s Base Salary, and (ii) Bonus.

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4. Section 4(iv)(C) is replaced as follows: The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Code, by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 8, no reimbursement pursuant to this Section 4(iv)(C) shall be paid later than the last day of the tenth (10^th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute.

5. The first two sentences of Section 4(iv)(D)(i) are replaced as follows: Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit, from the Company’s general funds to be calculated using the benefit calculation provisions of the WYETH Retirement Plan—United States (the “DB Plan”) and, to the extent Executive participates therein, the WYETH Supplemental Executive Retirement Plan (the “SERP”) and the WYETH Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Executive’s elections with respect to his 409A Benefit (as defined in the SERP) under the SERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the DB Plan and the SERP, and Executive’s elections, if any, with respect to his 409A Benefit (as defined in the ERP) under the ERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the ERP.

6. Section 4(iv)(E) is replaced as follows: Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive is (x) age fifty (50) or older (without regard to Section 4(iv)(D)(ii) above) or (y) has a combination of age and years of service that equal or exceed sixty (60) years (determined after giving effect to the provisions of Section 4(iv)(D)(ii) above), as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans in each case, for the applicable period of time specified therein and without regard to any

termination or reservation of rights provision thereof exercisable by the Company or its successors.

7. Section 4(iv)(F) is replaced as follows: From the Date of Termination, until the earlier of (i) the last day of the Severance Period or (ii) the date upon which Executive becomes eligible to participate in plans of another employer (such period, the “Benefit Continuation Period”), the Company will continue Executive’s participation and coverage in all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the Company’s disability plans) (“Insurance Benefits”), and, in lieu of providing any continuing perquisites or fringe benefits, the Company shall, on the sixty-fifth day following the Separation from Service Date, make a one-time lump sum cash payment for transition benefits of $20,000 for each year of the Severance Period; provided, however, that if any other Company plan, arrangement or agreement provides for continuation of Insurance Benefits then Executive shall receive such coverage under such other plan, arrangement or agreement, and if the period of such coverage is shorter than the Benefit Continuation Period, then Executive shall receive pursuant to this Section, such coverage for the remainder of the Benefit Continuation Period.

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

9. Section 4(v) is added as follows: Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the following shall apply:

1) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of Executive’s death.

2) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive’s death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(v)(1) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

For purposes of this Agreement, “Separation from Service Date” shall mean the date of the Executive’s “separation from service” within the meaning of Section 409A(a)(2)(i)(A) of the Code and determined in accordance with the default rules under Section 409A of the Code. “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

10. The first sentence of Section 5(i)(C) is replaced as follows: If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payments to the Capped Amount (as described in Section 5(i)(A) above) is met, then the Company shall reduce the Payments by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payments; provided that the Company shall first reduce the severance payment under Section 4(iv)(B) and shall next reduce the benefits described in Section 4(iv)(D).

11. Section 5(vii) is added as follows: Notwithstanding the other provisions of this Section 5 and the penultimate sentence of Section 8, all Gross-Up Payments shall be made to the Executive not later than the end of the calendar year following the year in which the Executive remits the related taxes and any reimbursement of the costs and expenses described in Section 5(iii) shall be paid not later than the end of the calendar year following the year in which there is a final and nonappealable resolution of, or the taxes are remitted that are the subject of, the related claim.

12. Following the third sentence, Section 8 is replaced as follows: This Agreement is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall have no right to accelerate any payment or the provision of any benefits under this Agreement or to make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections and the applicable regulations and guidance thereunder. Any payments provided for hereunder shall be paid net of any applicable withholding required

under federal, state, local or other applicable law. Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

13. Section 16 is deleted.

EX-10.7

Exhibit 10.7

AMENDMENT TO (2006) SEVERANCE AGREEMENT

FOR OTHER KEY EMPLOYEES

The following provisions of your Severance Agreement, which becomes effective January 1, 2009, are hereby amended to read as follows:

1. Section 3 is replaced as follows: If any of the events described in Section 2 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of Executive’s employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result of Executive’s death or Retirement (except as provided in Section 3(i) below), (B) by Executive without Good Reason, or (C) by the Company or any of its subsidiaries for Disability or for Cause. In addition, Executive shall be entitled to the compensation provided for in Section 4(iv) hereof payable only upon the occurrence of an event described in Section 2 constituting a Section 409A Change in Control (as if his termination had occurred after the Section 409A Change in Control) if, after an agreement has been signed which, if consummated, would result in a Section 409A Change in Control, (x) Executive is terminated without Cause by the Company or any of its subsidiaries prior to the Section 409A Change in Control, and (y) such termination was at the instigation or request of the party to the agreement seeking to cause the Section 409A Change in Control or is otherwise in connection with the anticipated Section 409A Change in Control. “Section 409A Change in Control” means a “change in control event” within the meaning of the regulations under Section 409A(a)(2)(A)(v) of the Code determined in accordance with the uniform methodology and procedures adopted by the Company and in effect on December 31, 2007.

2. Section 4(i) is replaced as follows: During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary at the rate in effect at the commencement of any such period, and Bonus, through the Date of Termination for Disability; provided, however, that if any such period of Disability ends during the term of this Agreement, Executive shall have the right to resume active employment with the Company immediately following the end of such period of Disability, unless, prior to the end of such period of Disability, the Company has terminated Executive’s employment. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

3. Section 4(iv)(B) is replaced as follows: The Company shall pay Executive, on the sixty-fifth day following the Separation from Service Date (as defined in Section 4(v) below), as severance pay to Executive a severance payment equal to two (2) times the sum of (i) Executive’s Base Salary, and (ii) Bonus.

4. Section 4(iv)(C) is replaced as follows: The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any,

1

incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Code, by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 8, no reimbursement pursuant to this Section 4(iv)(C) shall be paid later than the last day of the tenth (10^th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute.

5. The first two sentences of Section 4(iv)(D)(i) are replaced as follows: Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit, from the Company’s general funds to be calculated using the benefit calculation provisions of the WYETH Retirement Plan—United States (the “DB Plan”) and, to the extent Executive participates therein, the WYETH Supplemental Executive Retirement Plan (the “SERP”) and the WYETH Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Executive’s elections with respect to his 409A Benefit (as defined in the SERP) under the SERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the DB Plan and the SERP and Executive’s elections, if any, with respect to his 409A Benefit (as defined in the ERP) under the ERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the ERP.

6. Section 4(iv)(E) is replaced as follows: Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive is (x) age fifty (50) or older (without regard to Section 4(iv)(D)(ii) above) or (y) has a combination of age and years of service that equal or exceed sixty (60) years (determined after giving effect to the provisions of Section 4(iv)(D)(ii) above), as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans, in each case, for the applicable period of time specified therein and without regard to any termination or reservation of rights provision thereof exercisable by the Company or its successors.

7. Section 4(iv)(F) is replaced as follows: From the Date of Termination, until the earlier of (i) the last day of the Severance Period or (ii) the date upon which Executive becomes eligible to participate in plans of another employer (such period, the “Benefit

2

Continuation Period”), the Company will continue Executive’s participation and coverage in all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the Company’s disability plans) (“Insurance Benefits”), and, in lieu of providing any continuing perquisites or fringe benefits, the Company shall, on the sixty-fifth day following the Separation from Service Date, make a one-time lump sum cash payment for transition benefits of $20,000 for each year of the Severance Period; provided, however, that if any other Company plan, arrangement or agreement provides for continuation of Insurance Benefits then Executive shall receive such coverage under such other plan, arrangement or agreement, and if the period of such coverage is shorter than the Benefit Continuation Period, then Executive shall receive pursuant to this Section, such coverage for the remainder of the Benefit Continuation Period.

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

9. Section 4(v) is added as follows: Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the following shall apply:

1) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of Executive’s death.

2) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive’s death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(v)(1) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

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For purposes of this Agreement, “Separation from Service Date” shall mean the date of the Executive’s “separation from service” within the meaning of Section 409A(a)(2)(i)(A) of the Code and determined in accordance with the default rules under Section 409A of the Code. “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

10. The first sentence of Section 5(i)(C) is replaced as follows: If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payments to the Capped Amount (as described in Section 5(i)(A) above) is met, then the Company shall reduce the Payments by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payments; provided that the Company shall first reduce the severance payment under Section 4(iv)(B) and shall next reduce the benefits described in Section 4(iv)(D).

11. Section 5(vii) is added as follows: Notwithstanding the other provisions of this Section 5 and the penultimate sentence of Section 8, all Gross-Up Payments shall be made to the Executive not later than the end of the calendar year following the year in which the Executive remits the related taxes and any reimbursement of the costs and expenses described in Section 5(iii) shall be paid not later than the end of the calendar year following the year in which there is a final and nonappealable resolution of, or the taxes are remitted that are the subject of, the related claim.

12. Following the third sentence, Section 8 is replaced as follows: This Agreement is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall have no right to accelerate any payment or the provision of any benefits under this Agreement or to make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections and the applicable regulations and guidance thereunder. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or other applicable law. Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

13. Section 16 is deleted.

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EX-10.8

Exhibit 10.8

AMENDMENT TO (2006) SEVERANCE AGREEMENT

FOR OTHER NEW KEY EMPLOYEES

The following provisions of your Severance Agreement are hereby amended to read as follows:

1. Section 3 is replaced as follows: If any of the events described in Section 2 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of Executive’s employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result of Executive’s death or Retirement (except as provided in Section 3(i) below), (B) by Executive without Good Reason, or (C) by the Company or any of its subsidiaries for Disability or for Cause. In addition, Executive shall be entitled to the compensation provided for in Section 4(iv) hereof payable only upon the occurrence of an event described in Section 2 constituting a Section 409A Change in Control (as if his termination had occurred after the Section 409A Change in Control) if, after an agreement has been signed which, if consummated, would result in a Section 409A Change in Control, (x) Executive is terminated without Cause by the Company or any of its subsidiaries prior to the Section 409A Change in Control, and (y) such termination was at the instigation or request of the party to the agreement seeking to cause the Section 409A Change in Control or is otherwise in connection with the anticipated Section 409A Change in Control. “Section 409A Change in Control” means a “change in control event” within the meaning of the regulations under Section 409A(a)(2)(A)(v) of the Code determined in accordance with the uniform methodology and procedures adopted by the Company and in effect on December 31, 2007.

2. Section 4(i) is replaced as follows: During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary at the rate in effect at the commencement of any such period, and Bonus, through the Date of Termination for Disability; provided, however, that if any such period of Disability ends during the term of this Agreement, Executive shall have the right to resume active employment with the Company immediately following the end of such period of Disability, unless, prior to the end of such period of Disability, the Company has terminated Executive’s employment. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

3. Section 4(iv)(B) is replaced as follows: The Company shall pay Executive, on the sixty-fifth day following the Separation from Service Date (as defined in Section 4(v) below), as severance pay to Executive a severance payment equal to two (2) times the sum of (i) Executive’s Base Salary, and (ii) Bonus.

4. Section 4(iv)(C) is replaced as follows: The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this

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Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Code, by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 8, no reimbursement pursuant to this Section 4(iv)(C) shall be paid later than the last day of the tenth (10^th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute.

5. The first two sentences of Section 4(iv)(D)(i) are replaced as follows: Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit from the Company’s general funds to be calculated using the benefit calculation provisions of the WYETH Retirement Plan—United States (the “DB Plan”) and, to the extent Executive participates therein, the WYETH Supplemental Executive Retirement Plan (the “SERP”) and the WYETH Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Executive’s elections with respect to his 409A Benefit (as defined in the SERP) under the SERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the DB Plan and the SERP, and Executive’s elections, if any, with respect to his 409A Benefit (as defined in the ERP) under the ERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the ERP.

6. Section 4(iv)(E) is replaced as follows: Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive is (x) age fifty (50) or older (without regard to Section 4(iv)(D)(ii) above) or (y) has a combination of age and years of service that equal or exceed sixty (60) years (determined after giving effect to the provisions of Section 4(iv)(D)(ii) above), as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans, in each case, for the applicable period of time specified therein and without regard to any termination or reservation of rights provision thereof exercisable by the Company or its successors.

7. Section 4(iv)(F) is replaced as follows: From the Date of Termination, until the earlier of (i) the last day of the Severance Period or (ii) the date upon which Executive becomes eligible to participate in plans of another employer (such period, the “Benefit Continuation Period”), the Company will continue Executive’s participation and coverage in all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the

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Company’s disability plans) (“Insurance Benefits”), and, in lieu of providing any continuing perquisites or fringe benefits, the Company shall, on the sixty-fifth day following the Separation from Service Date, make a one-time lump sum cash payment for transition benefits of $20,000 for each year of the Severance Period; provided, however, that if any other Company plan, arrangement or agreement provides for continuation of Insurance Benefits then Executive shall receive such coverage under such other plan, arrangement or agreement, and if the period of such coverage is shorter than the Benefit Continuation Period, then Executive shall receive pursuant to this Section, such coverage for the remainder of the Benefit Continuation Period.

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

9. Section 4(v) is added as follows: Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the following shall apply:

1) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of Executive’s death.

2) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive’s death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(v)(1) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

For purposes of this Agreement, “Separation from Service Date” shall mean the date of the Executive’s “separation from service” within the meaning of Section 409A(a)(2)(i)(A) of the Code and determined in accordance with the default rules under Section 409A of the Code.

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“Specified Employee” shall mean a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

10. The first sentence of Section 5(i)(C) is replaced as follows: If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payments to the Capped Amount (as described in Section 5(i)(A) above) is met, then the Company shall reduce the Payments by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payments; provided that the Company shall first reduce the severance payment under Section 4(iv)(B) and shall next reduce the benefits described in Section 4(iv)(D).

11. Section 5(vii) is added as follows: Notwithstanding the other provisions of this Section 5 and the penultimate sentence of Section 8, all Gross-Up Payments shall be made to the Executive not later than the end of the calendar year following the year in which the Executive remits the related taxes and any reimbursement of the costs and expenses described in Section 5(iii) shall be paid not later than the end of the calendar year following the year in which there is a final and nonappealable resolution of, or the taxes are remitted that are the subject of, the related claim.

12. Following the third sentence, Section 8 is replaced as follows: This Agreement is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall have no right to accelerate any payment or the provision of any benefits under this Agreement or to make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections and the applicable regulations and guidance thereunder. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or other applicable law. Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

13. Section 16 is deleted.

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EX-10.9

Exhibit 10.9

SEVERANCE AGREEMENT

FOR NEW EXECUTIVE OFFICERS AND CERTAIN NEW KEY EMPLOYEES

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

RECITALS

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

NOW THEREFORE, the parties hereto agree as follows:

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2010; provided, however, the term of this Agreement shall automatically be extended for one additional year beyond 2010 and successive one year periods thereafter, unless, not later than September 30, 2008 (for the additional year ending on December 31, 2011) or September 30 of each year thereafter (for each subsequent extension), the Company shall have given notice that it does not wish to extend this Agreement for an additional year, in which event this Agreement shall continue to be effective until the end of its then remaining term; provided, further, that, notwithstanding any such notice by the Company not to extend, if a Change in Control shall have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of thirty-six (36) months beyond such Change in Control. Notwithstanding the foregoing, this Agreement shall terminate if Executive ceases to be an employee of the Company and its subsidiaries for any reason prior to a Change in Control which, for these purposes, shall include cessation of such employment as a result of the sale or other disposition of the division, subsidiary or other business unit by which Executive is employed.

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

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

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

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

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

3. Termination Following Change In Control. If any of the events described in Section 2 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of Executive’s employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result of Executive’s death or Retirement (except as provided in Section 3(i) below), (B) by Executive without Good Reason, or (C) by the Company or any of its subsidiaries for Disability or for Cause. In addition, Executive shall be entitled to the compensation provided for in Section 4(iv) hereof payable only upon the occurrence of an event described in Section 2 constituting a Section 409A Change in Control (as if his termination had occurred after the Section 409A Change in Control) if, after an agreement has been signed which, if consummated, would result in a Section 409A Change in Control, (x) Executive is terminated without Cause by the Company or any of its subsidiaries prior to the Section 409A Change in Control, and (y) such termination was at the instigation or request of the party to the agreement seeking to cause the Section 409A Change in Control or is otherwise in connection with the anticipated Section 409A Change in Control. “Section 409A Change in Control” means a “change in control event” within the meaning of the regulations under Section 409A(a)(2)(A)(v) of the Code determined in accordance with the uniform methodology and procedures adopted by the Company and in effect on December 31, 2007.

(i) Disability; Retirement. For purposes of this Agreement, “Disability” shall mean permanent and total disability as such term is defined under Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), without regard to whether Executive is subject to the Code. Any question as to the existence of Executive’s Disability upon which Executive and the Company cannot agree shall be determined by a qualified independent physician selected by Executive (or, if Executive is unable to make such selection, such selection shall be made by any adult member of Executive’s immediate family or Executive’s legal representative), and approved by the Company, said approval not to be unreasonably withheld. The determination of such physician made in writing to the Company and to Executive shall be final and conclusive for all purposes of this Agreement. For purposes of this Agreement, “Retirement” shall mean Executive’s voluntary termination of employment with the Company under any of the Company’s retirement plans that occurs prior to delivery of a Notice of Termination pursuant to

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Section 3(iv) below; provided, however, that notwithstanding the foregoing, no Retirement that occurs after any other termination of employment shall adversely affect, interfere with or otherwise impair in any way Executive’s right to receive the payments and benefits to which he is entitled on account of a termination without Cause or with Good Reason. Accordingly, and for the avoidance of doubt, if Executive provides a Notice of Termination for Good Reason, and otherwise satisfies the conditions for Good Reason pursuant to this Agreement, and also Retires, such Retirement shall not adversely affect, interfere with or otherwise impair in any way his right to receive payments and benefits hereunder. Conversely, if Executive terminates his employment on account of Retirement and at such time is not (x) terminating his employment for Good Reason pursuant to this Agreement or (y) being terminated by the Company without Cause pursuant to this Agreement, he shall not be entitled to the payments and benefits provided in this Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(i) During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary at the rate in effect at the commencement of any such period, and Bonus, through the Date of Termination for Disability; provided, however, that if any such period of Disability ends during the term of this Agreement, Executive shall have the right to resume active employment with the Company immediately following the end of such period of Disability, unless, prior to the end of such period of Disability, the Company has terminated Executive’s employment. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

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

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

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

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

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awarded one (1) full year’s bonus as of his Date of Termination, “Bonus” shall mean 100% of Base Salary.

(B) The Company shall pay Executive, on the sixty-fifth day following the Separation from Service Date (as defined in Section 4(v) below), as severance pay to Executive a severance payment equal to three (3) times the sum of (i) Executive’s Base Salary, and (ii) Bonus.

(C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Code, by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 8, no reimbursement pursuant to this Section 4(iv)(C) shall be paid later than the last day of the tenth (10^th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute.

(D) (i) Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit from the Company’s general funds to be calculated using the benefit calculation provisions of the WYETH Retirement Plan—United States (the “DB Plan”) and, to the extent Executive participates therein, the WYETH Supplemental Executive Retirement Plan (the “SERP”) and the WYETH Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Executive’s elections with respect to his 409A Benefit (as defined in the SERP) under the SERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the DB Plan and the SERP, and Executive’s elections, if any, with respect to his 409A Benefit (as defined in the ERP) under the ERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the ERP. The assumptions to be used in calculating Executive’s benefit are:

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

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

(E) Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive is (x) age fifty (50) or older (without regard to Section 4(iv)(D)(ii) above) or (y) has a combination of age and years of service that equal or exceed sixty (60) years (determined after giving effect to the provisions of Section 4(iv)(D)(ii) above), as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans, in each case, for the applicable period of time specified therein and without regard to any termination or reservation of rights provision thereof exercisable by the Company or its successors.

(F) From the Date of Termination, until the earlier of (i) the last day of the Severance Period or (ii) the date upon which Executive becomes eligible to participate in plans of another employer (such period, the “Benefit Continuation Period”), the Company will continue Executive’s participation and coverage in all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the Company’s disability plans) (“Insurance Benefits”), and, in lieu of providing any continuing perquisites or fringe benefits, the Company shall, on the sixty-fifth day following the Separation from Service Date, make a one-time lump sum cash payment for transition benefits of $20,000 for each year of the Severance Period; provided, however, that if any other Company plan, arrangement or agreement provides

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

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

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

(v) Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the following shall apply:

1) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of Executive’s death.

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2) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive’s death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(v)(1) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

For purposes of this Agreement, “Separation from Service Date” shall mean the date of the Executive’s “separation from service” within the meaning of Section 409A(a)(2)(i)(A) of the Code and determined in accordance with the default rules under Section 409A of the Code. “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

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

(B) For purposes of determining the Capped Amount, whether any of the Payments will be subject to the Excise Tax and the amounts of such Excise Tax, (1) the total amount of the Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, except to the extent that, in the opinion of independent tax counsel selected by the Company’s independent auditors and reasonably acceptable to Executive (“Tax Counsel”), a Payment (in whole or in part) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code, or such “excess parachute payments” (in whole or in part) are not subject to the Excise Tax, (2) the amount of the Payments that shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Payments or (B) the amount of “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code (after applying clause (1) hereof), and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by Tax Counsel in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For

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purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates of federal income taxation applicable to individuals in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest effective rates of taxation applicable to individuals as are in effect in the state and locality of Executive’s residence in the calendar year in which the Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates.

(C) If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payments to the Capped Amount (as described in Section 5(i)(A) above) is met, then the Company shall reduce the Payments by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payments; provided that the Company shall first reduce the severance payment under Section 4(iv)(B) and shall next reduce the benefits described in Section 4(iv)(D). If the Tax Counsel determines that an Excise Tax is payable, without reduction pursuant to Section 5(i)(A), above, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Tax Counsel determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return. Any determination by the Tax Counsel as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company’s obligation to provide any Gross-Up Payment that shall be due as a result of such contrary determination.

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

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

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

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

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

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

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

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

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

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or the Tax Counsel shall determine the amount of the Underpayment that has occurred and any such Underpayment shall promptly be paid by the Company to or for the benefit of Executive.

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

(vii) Notwithstanding the other provisions of this Section 5 and the penultimate sentence of Section 8, all Gross-Up Payments shall be made to the Executive not later than the end of the calendar year following the year in which the Executive remits the related taxes and any reimbursement of the costs and expenses described in Section 5(iii) shall be paid not later than the end of the calendar year following the year in which there is a final and nonappealable resolution of, or the taxes are remitted that are the subject of, the related claim.

6. Successors; Binding Agreement.

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

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

7. Notice. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have

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

8. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any conditions or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of New York, without regard to its conflict of law provisions. This Agreement is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall have no right to accelerate any payment or the provision of any benefits under this Agreement or to make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections and the applicable regulations and guidance thereunder. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or other applicable law. Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

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

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

11. Arbitration; Indemnification.

(i) Other than as provided under Section 13(ii) below, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by

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

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

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

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

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

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

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

14. Entire Agreement. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly set forth in this Agreement. This Agreement constitutes the entire understanding between the parties with respect to Executive’s severance pay in the event of a termination of Executive’s employment with the Company, superseding all negotiations, prior discussions and preliminary agreements, written or oral, concerning said severance pay; provided, however, that any payments or benefits provided in respect of severance, or indemnification for loss of employment, pursuant to any severance, employment or similar agreement between the Company or any of its subsidiaries and Executive, or as required by applicable law outside the United States, shall reduce any payments or benefits provided pursuant to this Agreement, except that the payments or benefits provided pursuant to this Agreement shall not be reduced below zero. Notwithstanding any provision of this Agreement: (i) Executive shall not be required to mitigate the amount of any payment provided by this Agreement by seeking other employment or otherwise, nor (except as provided for in Section 4(iv) (E) and (F) above) shall the amount of any payment or benefit provided by this Agreement be reduced by any compensation earned by Executive as the result of employment by another employer or by retirement benefits received after the Date of Termination or otherwise, and (ii) except as otherwise provided in this Agreement, the obligations of the Company to make payments to Executive and to make the arrangements, provided for herein are absolute and

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unconditional and may not be reduced by any circumstances, including without limitation any set-off, counterclaim, recoupment, defense or other right which the Company may have against Executive or any third party at any time.

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

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

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EX-10.10

Exhibit 10.10

SEVERANCE AGREEMENT

FOR OTHER NEW KEY EMPLOYEES

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

RECITALS

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

NOW THEREFORE, the parties hereto agree as follows:

1. Term of Agreement. This Agreement shall commence on the date hereof and shall continue in effect through December 31, 2010; provided, however, the term of this Agreement shall automatically be extended for one additional year beyond 2010 and successive one year periods thereafter, unless, not later than September 30, 2008 (for the additional year ending on December 31, 2011) or September 30 of each year thereafter (for each subsequent extension), the Company shall have given notice that it does not wish to extend this Agreement for an additional year, in which event this Agreement shall continue to be effective until the end of its then remaining term; provided, further, that, notwithstanding any such notice by the Company not to extend, if a Change in Control shall have occurred during the original or any extended term of this Agreement, this Agreement shall continue in effect for a period of thirty-six (36) months beyond such Change in Control. Notwithstanding the foregoing, this Agreement shall terminate if Executive ceases to be an employee of the Company and its subsidiaries for any reason prior to a Change in Control which, for these purposes, shall include cessation of such employment as a result of the sale or other disposition of the division, subsidiary or other business unit by which Executive is employed.

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

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

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

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

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

3. Termination Following Change In Control. If any of the events described in Section 2 hereof constituting a Change in Control shall have occurred, Executive shall be entitled to the benefits provided in Section 4(iv) hereof upon the subsequent termination of Executive’s employment with the Company and its subsidiaries during the term of this Agreement unless such termination is (A) a result of Executive’s death or Retirement (except as provided in Section 3(i) below), (B) by Executive without Good Reason, or (C) by the Company or any of its subsidiaries for Disability or for Cause. In addition, Executive shall be entitled to the compensation provided for in Section 4(iv) hereof payable only upon the occurrence of an event described in Section 2 constituting a Section 409A Change in Control (as if his termination had occurred after the Section 409A Change in Control) if, after an agreement has been signed which, if consummated, would result in a Section 409A Change in Control, (x) Executive is terminated without Cause by the Company or any of its subsidiaries prior to the Section 409A Change in Control, and (y) such termination was at the instigation or request of the party to the agreement seeking to cause the Section 409A Change in Control or is otherwise in connection with the anticipated Section 409A Change in Control. “Section 409A Change in Control” means a “change in control event” within the meaning of the regulations under Section 409A(a)(2)(A)(v) of the Code determined in accordance with the uniform methodology and procedures adopted by the Company and in effect on December 31, 2007.

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

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

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

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

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

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

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

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

(E) the failure by the Company or any of its subsidiaries to continue in effect any incentive compensation plan including without limitation any cash or equity-based

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

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

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

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

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

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

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

4. Compensation Upon Termination Or During Disability. Following a Change in Control of the Company, as defined by Section 2, upon termination of Executive’s employment or during a period of Disability, which, in either event, occurs during the term of this Agreement, Executive shall be entitled to the following benefits:

(i) During any period that Executive fails to perform Executive’s full-time duties with the Company and its subsidiaries as a result of the Disability, Executive shall continue to receive an amount equal to Executive’s base salary at the rate in effect at the

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commencement of any such period, and Bonus, through the Date of Termination for Disability; provided, however, that if any such period of Disability ends during the term of this Agreement, Executive shall have the right to resume active employment with the Company immediately following the end of such period of Disability, unless, prior to the end of such period of Disability, the Company has terminated Executive’s employment. Thereafter, Executive’s benefits shall be determined in accordance with the employee benefit programs of the Company and its subsidiaries then in effect.

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

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

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

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

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(B) The Company shall pay Executive, on the sixty-fifth day following the Separation from Service Date (as defined in Section 4(v) below), as severance pay to Executive a severance payment equal to two (2) times the sum of (i) Executive’s Base Salary, and (ii) Bonus.

(C) The Company shall also pay to Executive, no less frequently than monthly, all legal fees and expenses reasonably incurred by Executive in connection with this Agreement (including all such fees and expenses, if any, incurred in contesting or disputing the nature of any such termination for purposes of this Agreement or in seeking to obtain or enforce any right or benefit provided by this Agreement); provided, however, that if a determination is made by the arbitrator selected under Section 11 hereof that Executive acted in a frivolous manner in contesting or disputing such termination or seeking to obtain or enforce such right or benefit, the Company shall not be liable to pay such legal fees or expenses otherwise provided for thereunder and the Company shall be entitled to recover from Executive any such amounts so paid (either directly or, except as would violate the requirements of Section 409A(a)(3) of the Code, by setoff against any amounts then owed Executive by the Company). Notwithstanding the penultimate sentence of Section 8, no reimbursement pursuant to this Section 4(iv)(C) shall be paid later than the last day of the tenth (10^th) calendar year following the calendar year in which the applicable statute of limitations for breach of contract claims expires or, if later, the last day of the calendar year following the calendar year in which there is a settlement or other final and nonappealable resolution of the related contest or dispute.

(D) (i) Upon the date of Termination, Executive (or Executive’s spouse or applicable beneficiary in the event of Executive’s death) will be eligible to receive a benefit from the Company’s general funds to be calculated using the benefit calculation provisions of the WYETH Retirement Plan—United States (the “DB Plan”) and, to the extent Executive participates therein, the WYETH Supplemental Executive Retirement Plan (the “SERP”) and the WYETH Executive Retirement Plan (the “ERP”) as if the provisions thereunder contained the assumptions set forth herein, and offset by any benefits actually payable under the DB Plan, the SERP, and the ERP not taking into account the assumptions set forth herein. Executive’s elections with respect to his 409A Benefit (as defined in the SERP) under the SERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the DB Plan and the SERP, and Executive’s elections, if any, with respect to his 409A Benefit (as defined in the ERP) under the ERP will apply for purposes of determining the timing and form of payment related to the portion of the benefit payable in respect of the ERP. The assumptions to be used in calculating Executive’s benefit are: (x) Executive has continued in the employ of the Company for an additional two (2) years (the “Severance Period”) after the Date of Termination, and (y) Executive has earned annually from the Date of Termination to the date of Executive’s assumed continued employment pursuant to clause (x) above the same compensation Executive earned in the twelve (12) months preceding the Date of Termination or in the twelve (12) months preceding

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the Change in Control, if greater. In addition, if as of the Date of Termination the combination of Executive’s age and years of service equals or exceeds sixty (60) years (determined after giving effect to the provisions in Section 4(iv)(D)(ii) below) any pension payable to Executive at age fifty-five (55) shall not be reduced because it is payable prior to age sixty-five (65) or sixty (60), as the case may be.

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

(E) Executive shall become eligible for all benefits, in addition to those described in Section 4(iv)(D) above, made available immediately prior to the Date of Termination (or, if greater, immediately prior to the date of the Change in Control) to retirees of the Corporation, including, without limitation, retiree medical coverage and life insurance benefits, if at the time of termination Executive is (x) age fifty (50) or older (without regard to Section 4(iv)(D)(ii) above) or (y) has a combination of age and years of service that equal or exceed sixty (60) years (determined after giving effect to the provisions of Section 4(iv)(D)(ii) above), as if Executive had at the Date of Termination satisfied the service and age conditions for coverage under the applicable provisions of the Company’s employee benefit plans, in each case, for the applicable period of time specified therein and without regard to any termination or reservation of rights provision thereof exercisable by the Company or its successors.

(F) From the Date of Termination, until the earlier of (i) the last day of the Severance Period or (ii) the date upon which Executive becomes eligible to participate in plans of another employer (such period, the “Benefit Continuation Period”), the Company will continue Executive’s participation and coverage in all the Company’s life, medical, dental plans and other welfare benefit plans (but excluding the Company’s disability plans) (“Insurance Benefits”), and, in lieu of providing any continuing perquisites or fringe benefits, the Company shall, on the sixty-fifth day following the Separation from Service Date, make a one-time lump sum cash payment for transition benefits of $20,000 for each year of the Severance Period; provided, however, that if any other Company plan, arrangement or agreement provides for continuation of Insurance Benefits then Executive shall receive such coverage under such other plan, arrangement or agreement, and if the period of such coverage is shorter than the Benefit Continuation Period, then Executive shall receive pursuant to this Section, such coverage for the remainder of the Benefit Continuation Period.

(G) To the extent that, under the terms of any plan, any Company “restricted” stock awards or options shall terminate or be forfeited upon or

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

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

(v) Notwithstanding the foregoing provisions of this Section 4, if, as of the Separation from Service Date, Executive is a Specified Employee, then, except to the extent that this Agreement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code, the following shall apply:

1) No payments shall be made and no benefits shall be provided to Executive, in each case, during the period beginning on the Separation from Service Date and ending on the six-month anniversary of such date or, if earlier, the date of Executive’s death.

2) On the first business day of the first month following the month in which occurs the six-month anniversary of the Separation from Service Date or, if earlier, Executive’s death, the Company shall make a one-time, lump-sum cash payment to the Executive in an amount equal to the sum of (x) the amounts otherwise payable to the Executive under this Agreement during the period described in Section 4(v)(1) above and (y) the amount of interest on the foregoing at the applicable federal rate for instruments of less than one year.

For purposes of this Agreement, “Separation from Service Date” shall mean the date of the Executive’s “separation from service” within the meaning of Section 409A(a)(2)(i)(A) of the Code and determined in accordance with the default rules under Section 409A of the Code. “Specified Employee” shall mean a “specified employee” within the meaning of Section 409A(a)(2)(B)(1) of the Code, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect.

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

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

(C) If the Tax Counsel determines that any Excise Tax is payable by Executive and that the criteria for reducing the Payments to the Capped Amount (as described in Section 5(i)(A) above) is met, then the Company shall reduce the Payments by the amount which, based on the Tax Counsel’s determination and calculations, would provide Executive with the Capped Amount, and pay to Executive such reduced Payments; provided that the Company shall first reduce the severance payment under Section 4(iv)(B) and shall next reduce

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the benefits described in Section 4(iv)(D). If the Tax Counsel determines that an Excise Tax is payable, without reduction pursuant to Section 5(i)(A), above, the Company shall pay the required Gross-Up Payment to, or for the benefit of, Executive within five business days after receipt of such determination and calculations. If the Tax Counsel determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his/her federal, state, local income or other tax return. Any determination by the Tax Counsel as to the amount of the Gross-Up Payment shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, that no such determination shall eliminate or reduce the Company’s obligation to provide any Gross-Up Payment that shall be due as a result of such contrary determination.

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

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

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

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

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

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

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

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penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

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

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

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

(vii) Notwithstanding the other provisions of this Section 5 and the penultimate sentence of Section 8, all Gross-Up Payments shall be made to the Executive not later than the end of the calendar year following the year in which the Executive remits the related taxes and

12

any reimbursement of the costs and expenses described in Section 5(iii) shall be paid not later than the end of the calendar year following the year in which there is a final and nonappealable resolution of, or the taxes are remitted that are the subject of, the related claim.

6. Successors; Binding Agreement.

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

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

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

8. Miscellaneous. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by Executive and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any conditions or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of New York, without regard to its conflict of law

13

provisions. This Agreement is intended to satisfy the requirements of Section 409A of the Code with respect to amounts subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent, and the Company shall have no right to accelerate any payment or the provision of any benefits under this Agreement or to make or provide any such payment or benefits if such payment or provision of such benefits would, as a result, be subject to tax under Section 409A of the Code. All references to sections of the Code shall be deemed also to refer to any successor provisions to such sections and the applicable regulations and guidance thereunder. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state, local or other applicable law. Anything in this Agreement to the contrary notwithstanding, no reimbursement payable to Executive pursuant to any provisions of this Agreement or pursuant to any plan or arrangement of the Company covered by this Agreement shall be paid later than the last day of the calendar year following the calendar year in which the related expense was incurred, and no such reimbursement during any calendar year shall affect the amounts eligible for reimbursement in any other calendar year, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. The obligations of the Company under Sections 4 and 5 shall survive the expiration of the term of this Agreement.

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

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

11. Arbitration; Indemnification.

(i) Other than as provided under Section 13(ii) below, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect applicable to disputes involving an employee and employer. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided, however, that Executive shall be entitled to seek specific performance of Executive’s right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. In the determination of the arbitrator’s award, the process shall follow the rules for “baseball arbitration”, as follows: each party to the dispute or controversy shall submit to the arbitrator and exchange with each other, within the time agreed by the parties or prescribed by the arbitrator, written proposals, with each such party’s last, best offer for the amount of money damages they would offer or demand, respectively, in settlement of all issues subject to the dispute or controversy. In rendering the award, the arbitrator shall be limited to selecting only one of the two proposals submitted by the parties, and the parties to such dispute or controversy shall be required to accept the determination of the arbitrator, without rights to appeal such determination. In selecting the arbitrator, each of the Company and Executive would select one person to serve as an arbitrator, who would have to be accepted by the other party (such acceptance not to be unreasonably withheld). Once the two arbitrators had been

14

selected, they would select a third arbitrator, who would have no affiliation to either of them or either party. And such third arbitrator shall be the arbitrator who determines the claim presented for arbitration.

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

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

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

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

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

(ii) Notwithstanding clause (i) above, if at any time a court holds that the restrictions stated in such clause (i) are unreasonable or otherwise unenforceable under

15

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

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

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

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

17

EX-12

Exhibit 12

Wyeth

Computation of Ratio of Earnings to Fixed Charges

(In thousands except ratio amounts)

	Nine Months Ended September 30, 2007		Year Ended December 31,
			2006		2005		2004		2003		2002
Earnings (Loss):
Income (loss) from continuing operations before income taxes	$5,093,650		$5,429,904		$4,780,589		$(129,847	)	$2,361,612		$6,097,245
Add:
Fixed charges	546,771		625,513		461,431		360,805		346,564		430,449
Minority interests	18,755		29,769		26,492		27,867		32,352		27,993
Amortization of capitalized interest	17,527		22,465		21,356		9,350		8,772		8,866
Less:
Equity income (loss)	(561	)	(317	)	(104	)	(524	)	(468	)	20,766
Capitalized interest	61,000		71,400		46,450		86,750		115,800		88,008
Total earnings as defined	$5,616,264		$6,036,568		$5,243,522		$181,949		$2,633,968		$6,455,779
Fixed Charges:
Interest and amortization of debt expense	$444,320		$498,847		$356,834		$221,598		$182,503		$294,160
Capitalized interest	61,000		71,400		46,450		86,750		115,800		88,008
Interest factor of rental expense (1)	41,451		55,266		58,147		52,457		48,261		48,281
Total fixed charges as defined	$546,771		$625,513		$461,431		$360,805		$346,564		$430,449
Ratio of earnings to fixed charges	10.3		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: November 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: November 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 September 30, 2007, as filed with the Securities and Exchange Commission on November 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: November 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 September 30, 2007, as filed with the Securities and Exchange Commission on November 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: November 7, 2007

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