10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 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 Number)

Five Giralda Farms, Madison, NJ	07940-0874
(Address of principal executive offices)	(Zip Code)

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

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

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

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

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

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

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

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

Large accelerated filer  x	Accelerated filer  ¨
Non-accelerated filer (Do not check if a smaller reporting company)  ¨	Smaller reporting company  ¨

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

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

Aggregate market value at June 30, 2007 $76,655,245,631

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

	Outstanding at January 31, 2008
Common Stock, $0.33 1/3 par value	1,337,969,136

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

(1) 2007 Financial Report—In Parts I and II

(2) Definitive Proxy Statement to be filed on or about March 14, 2008 – In Part III

PART I

ITEM 1. BUSINESS

General

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

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

The following significant transactions are further described in Note 2 to our consolidated financial statements, Significant Transactions, in our 2007 Financial Report, which is incorporated herein by reference:

• The 2005 collaboration agreements entered into with Progenics Pharmaceuticals, Inc. (Progenics) and with Trubion Pharmaceuticals, Inc. (Trubion);

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

• The 2007, 2006 and 2005 net gains on sales and dispositions of assets.

Reportable Segments

Financial information, by reportable segment, for each of the three years ended December 31, 2007, 2006 and 2005 is set forth in Note 15 to our consolidated financial statements, Company Data by Segment, in our 2007 Financial Report.

We have four reportable segments: Pharmaceuticals, Consumer Healthcare, Animal Health and Corporate. Our Pharmaceuticals, Consumer Healthcare and Animal Health reportable segments are strategic business units that offer different products and services. The reportable segments are managed separately because they develop, manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies. We sell our diversified line of products to wholesalers, pharmacies, hospitals, physicians, retailers and other health care institutions located in various markets in more than 145 countries throughout the world. Wholesale distributors and large retail establishments account for a large portion of our net revenue and trade receivables, especially in the United States. Our top three wholesale distributors accounted for approximately 32%, 31% and 29% of our net revenue in 2007, 2006 and 2005, respectively. Our largest wholesale distributor accounted for approximately 13%, 14% and 12% of net revenue in 2007, 2006 and 2005, respectively. We continuously monitor the creditworthiness of our customers. The product designations appearing in differentiated type are trademarks.

PHARMACEUTICALS SEGMENT

The Pharmaceuticals segment develops, manufactures, distributes and sells branded human ethical pharmaceuticals, biotechnology products, vaccines and nutrition products. These products are promoted and sold worldwide primarily to wholesalers, pharmacies, hospitals, physicians, retailers and other human health care institutions. Some of these sales are made to large buying groups representing certain of these customers. Principal product categories and their respective products are: neuroscience therapies including EFFEXOR and EFFEXOR XR (marketed as EFEXOR and EFEXOR XR internationally); vaccines including PREVNAR (marketed as PREVENAR internationally); musculoskeletal therapies including ENBREL (co-promoted in the United States and Canada with Amgen, Inc. (Amgen)); nutrition products including S-26 GOLD, PROGRESS GOLD and PROMIL GOLD (international markets only); gastroenterology drugs including PROTONIX

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(U.S. market only) and ZOTON (international markets only); anti-infectives including ZOSYN (marketed as TAZOCIN internationally) and TYGACIL; oncology therapies including TORISEL; hemophilia treatments including BENEFIX Coagulation Factor IX (Recombinant) and REFACTO albumin-free formulated Factor VIII (Recombinant); immunological products including RAPAMUNE; and women’s health care products including PREMARIN, PREMPRO and LYBREL. We manufacture these products in the United States and Puerto Rico, and in 13 other countries.

Sales of EFFEXOR and EFFEXOR XR were 17%, 18% and 18% of net revenue for 2007, 2006 and 2005, respectively. In addition, sales of ENBREL, including the alliance revenue recognized from a co-promotion agreement with Amgen for the United States and Canada, were 14% and 12% of net revenue for 2007 and 2006, respectively. Also, sales of PREVNAR were 11% of net revenue for 2007. Except as noted above, no other single Pharmaceuticals product accounted for more than 10% of net revenue in 2007, 2006 or 2005.

CONSUMER HEALTHCARE SEGMENT

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

No single Consumer Healthcare product or category of products accounted for more than 10% of net revenue in 2007, 2006 or 2005.

ANIMAL HEALTH SEGMENT

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

No single Animal Health product or category of products accounted for more than 10% of net revenue in 2007, 2006 or 2005.

CORPORATE SEGMENT

Corporate is primarily responsible for the audit, controller, treasury, tax and legal operations of our businesses. This segment maintains and/or incurs certain assets, liabilities, income, expenses, gains and losses related to our overall management that are not allocated to the other reportable segments. See Note 15 to our consolidated financial statements, Company Data by Segment, in our 2007 Financial Report for Corporate segment information.

Sources and Availability of Raw Materials

Generally, raw materials and packaging supplies are purchased in the open market from various outside vendors. Materials for certain of our products, including PREVNAR, ENBREL, BENEFIX, RAPAMUNE, REFACTO, ZOSYN, TYGACIL and oral contraceptives, are sourced from sole third-party suppliers. Commodities such as milk, which is used in large quantities by our Nutrition business and has recently been subject to sharp price increases, often experience price volatility caused by conditions outside of our control, including fluctuations in commodities markets, currency fluctuations and changes in governmental programs. The loss of any sole source of supply or substantial increase in the price, or interruption in the supply of, any important raw material or commodity could have a material effect on our future results of operations.

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Patents and Trademarks

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

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

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

Product	Year
BENEFIX	2011
rhBMP-2	2014
EFFEXOR/EFFEXOR XR*	2008
ENBREL	2012
LYBREL**	2018
PREMPRO	2015
PROTONIX***	2010 (if pediatric extension granted, 2011)
RAPAMUNE	2014
REFACTO	2010
TORISEL	2014 (if restoration granted, 2019)
TYGACIL	2016
ZOSYN****	2007

* In January 2006, we settled U.S. patent litigation with respect to EFFEXOR XR and granted certain licenses to Teva Pharmaceutical Industries, Ltd. and Teva Pharmaceuticals USA, Inc. (Teva) in connection with the settlement. The patents involved in the Teva litigation, which expire in 2017, relate to methods of using extended release formulations of venlafaxine HCl. These patents are the subject of pending litigation with other generic manufacturers. In 2007, we granted Sun Pharmaceutical Industries Ltd. (Sun) a covenant not to sue under these patents limited to the extended release tablet product defined in an Abbreviated New Drug Application (ANDA) filed by Sun with the U.S. Food and Drug Administration (FDA). In addition, in early 2008, we reached a proposed settlement with Osmotica Pharmaceutical Corp. (Osmotica), which has filed a New Drug Application (NDA) seeking FDA approval to market an extended release venlafaxine tablet product. Under the terms of the proposed settlement, we would grant Osmotica a royalty-bearing license under certain of our patents. See Note 14 to our consolidated financial statements, Contingencies and Commitments, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Challenging Business Environment” in our 2007 Financial Report.

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** See Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2007 Financial Report for a discussion of an ANDA filed by a generic manufacturer with respect to LYBREL.

*** Certain of the patents covering PROTONIX are the subject of pending litigation. See Note 14 to our consolidated financial statements, Contingencies and Commitments, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Challenging Business Environment” in our 2007 Financial Report, including the discussion of the emergence of “at risk” generic competition beginning in December 2007.

**** Compound patent protection for ZOSYN expired in the United States in February 2007. Certain additional process and manufacturing patent protection remains. Our new formulation of ZOSYN was approved by the FDA in 2005 and has additional patent protection extending to 2023. We believe that the timing and impact of generic competition for ZOSYN in the United States will depend, among other factors, upon the timing and nature of the FDA’s response to the citizen petitions filed by Wyeth and third parties regarding ZOSYN, which are discussed in greater detail in Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2007 Financial Report. However, generic competition for ZOSYN in the United States could occur at any time and likely would have a significant adverse impact on our sales of the product.

For small molecule products, the date listed on the previous page generally is the year of expiration of the compound patents. For RAPAMUNE and LYBREL, the dates listed above relate to method of use patents. For vaccines and biologics products, the patent associated with the date listed above may be a protein, DNA, formulation or component patent.

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

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

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

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

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The U.S. Drug Price Competition and Patent Term Restoration Act of 1984, commonly known as the “Hatch-Waxman Act,” made a complex set of changes to both patent and new-drug-approval laws in the United States. Before the Hatch-Waxman Act, approval of a new drug by the FDA required the applicant to submit complete safety and efficacy studies, i.e., a full NDA. The Hatch-Waxman Act authorizes the FDA to approve generic versions of innovative medicines without such safety and efficacy data under an ANDA. In an ANDA, the generic manufacturer must demonstrate only pharmaceutical equivalence and bioequivalence between the generic version and the NDA-approved drug – not safety and efficacy. New drugs that qualify as “New Chemical Entities” (NCEs) generally receive five years of regulatory exclusivity from the date of approval, meaning that no ANDA relying on the innovator’s data may be submitted during that period. However, a generic manufacturer may file an ANDA alleging that one or more of the patents listed with the innovator’s NDA (so-called “Orange Book” listed patents) are invalid or not infringed as early as four years from NDA approval for an NCE. This allegation is commonly known as a “Paragraph IV certification.” A newly-approved product that is not an NCE, such as, for example, a new formulation of a previously approved drug, may receive three years of regulatory exclusivity following NDA approval, meaning that no ANDA referencing that product may be approved during that period. However, an ANDA referencing such a product may be submitted immediately after approval. The first Paragraph IV ANDA filer may be entitled to a 180-day period of market exclusivity over all other generic manufacturers.

After filing an ANDA containing a Paragraph IV certification, a generic challenger must provide notice to the NDA/patent holder. The NDA/patent holder may then file suit against the generic manufacturer to enforce its patents. If suit is filed within 45 days of the NDA/patent holder’s receiving this notice, then the FDA may not approve the ANDA for 30 months from the date the notice was received (sometimes referred to as the “30-month stay”). In many cases, the trial court reaches a final decision and rules on validity and infringement prior to the expiration of the 30-month stay. If all challenged patents are found invalid or not infringed, then the 30-month stay terminates and the generic manufacturer can enter the market upon receiving FDA approval. However, if one or more patents are found to be infringed, then the court must issue an order prohibiting the FDA from approving the generic product until the expiration of such patent(s). Some lawsuits, however, are not concluded prior to the expiration of the 30-month stay and, in such cases, the FDA may approve the generic product upon the expiration of the period. Upon approval, the generic manufacturer may choose to market its product “at risk” of patent damages, including potential treble damages, unless the innovator seeks, and the court grants, a preliminary injunction preventing the generic manufacturer from marketing its product.

Generic manufacturers have used Paragraph IV certifications extensively to challenge patents on a wide array of innovative pharmaceuticals, including EFFEXOR XR and PROTONIX, and we expect this trend to continue. Generic manufacturers are increasingly challenging all types of patents, even compound patents that provide basic patent protection to pharmaceuticals. They are also increasingly filing their ANDAs and challenging patents at the first available opportunity. It is not uncommon to see multiple generic companies filing ANDAs with Paragraph IV certifications four years to the day from the approval of an NCE by the FDA, which is the first day possible. Finally, generic companies are also increasingly using “at risk” launches to pressure innovator companies to settle patent litigation.

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

A description of pending litigation with respect to certain of our patent rights, including generic challenges pursuant to the Hatch-Waxman Act, is included in Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2007 Financial Report.

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

Seasonality

Sales of Consumer Healthcare products are affected by seasonal demand for cough/cold products, and as a result, historically, second quarter results for these products tend to be lower than results in other quarters.

Competition

PHARMACEUTICALS SEGMENT

We operate in the highly competitive pharmaceutical industry. We have many major multinational competitors and numerous smaller U.S. and international competitors, including both branded and generic manufacturers. Based on sales, we are among the largest pharmaceutical companies in the world.

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

CONSUMER HEALTHCARE SEGMENT

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

ANIMAL HEALTH SEGMENT

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

Competitive factors affecting some of our principal products are discussed in detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2007 Financial Report, and under Item 1A. RISK FACTORS below.

Research and Development

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

For a discussion of our potential new products in late stage development, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Product Pipeline” in our 2007 Financial Report.

Research and development expenditures totaled $3,256.8 million in 2007, $3,109.1 million in 2006 and $2,749.4 million in 2005, with approximately 93% of these expenditures in the Pharmaceuticals segment for each of the years 2007, 2006 and 2005.

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Regulation

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

In Europe, medicinal products are governed by a framework of European Union (EU) regulations, which apply directly across all EU Member States, and EU Directives, the requirements of which are implemented at a national level. This regulatory framework governs, among other areas, the authorization and conduct of clinical trials, the marketing authorization process for medicinal products, manufacturing and import activities, and post-authorization activities including pharmacovigilance. New medicinal products may either be authorized by the European Commission via a centralized procedure resulting in an EU-wide Marketing Authorization, or by the national regulatory authorities of individual EU Member States via a regulatory procedure that results in harmonized national authorizations. Approval via the centralized procedure is mandatory for medicinal products derived from biotechnology and other high technology processes, for all human medicines intended for use in specified disease categories, and for all designated orphan medicines intended for the treatment of rare diseases. Access to the centralized procedure is also available for a medicinal product that constitutes a significant therapeutic, scientific or technical innovation if such access is, in any other respect, in the interests of patient or animal health.

There were a number of significant legislative changes in Europe during 2007. In January 2007, a new regulation on pediatric medicines came into force which imposes certain obligations on pharmaceutical companies with respect to the investigation of their medicinal products in children. Such obligations may be waived for medicines that are unlikely to benefit children or, in some cases, may be deferred until after the medicine has been authorized in adults. Rewards for the conduct of such studies, including exclusivity extensions, are also available, subject to certain conditions. In July 2007, the European Commission’s Regulation on Penalties entered into force. This new authority enables the European Commission to impose fines on companies for breaches of obligations related to marketing authorizations granted under the centralized procedure.

We devote significant resources to addressing the extensive regulatory requirements applicable to our products in the United States and internationally. In addition, we are subject to other regulations in the United States and internationally, including securities, antitrust, anti-kickback and false claim laws and the U.S. Foreign Corrupt Practices Act.

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

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On September 27, 2007, the U.S. Food and Drug Administration Amendments Act (FDAAA) was signed into law. Among other provisions, the FDAAA provides the FDA with new legal authorities over such matters as drug labeling, drug advertising and the conduct of postmarketing studies.

The U.S. FDA Modernization Act, which was passed in 1997, as extended by the FDAAA, includes a Pediatric Exclusivity Provision that may provide an additional six months of market exclusivity in the United States for new or currently marketed drugs, if certain pediatric studies requested by the FDA are completed by the applicant. We have obtained these pediatric exclusivity extensions for certain of our products and are considering seeking pediatric exclusivity extensions based on pediatric studies for certain other products. In extending the pediatric exclusivity provision, the FDAAA also imposed new timing restrictions on the process of obtaining pediatric exclusivity extensions that in some cases could make it more difficult for us to obtain such extensions.

Under the U.S. Medicare Prescription Drug Improvement and Modernization Act of 2003, beginning January 1, 2006, Medicare beneficiaries became eligible to obtain subsidized prescription drug coverage from private sector providers. While public opinion polls indicate high levels of satisfaction by Medicare beneficiaries with the new benefit, the U.S. Congress has periodically considered legislation that would amend this law and direct the Secretary of Health and Human Services to negotiate drug prices in the Medicare prescription drug coverage program. Several candidates for U.S. President have expressed support for this type of government-driven approach, which, if enacted into law, could have the effect of price controls and have a negative impact on our net revenue and results.

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

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

For a discussion of additional regulatory matters and developments affecting our business, see Note 14 to our consolidated financial statements, Contingencies and Commitments, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Challenging Business Environment” in our 2007 Financial Report.

Environmental

Certain of our operations are affected by a variety of federal, state, local and international environmental protection laws and regulations and, in a number of instances, we have been notified of our potential responsibility relating to the generation, storage, treatment and disposal of hazardous waste. In addition, we have been advised that we may be a responsible party in several sites on the National Priority List created by the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as the Superfund. In connection with the spin-off in 1993 by American Cyanamid Company (Cyanamid), which we acquired in 1994, of Cytec Industries Inc. (Cytec), Cyanamid’s former chemicals business, Cytec assumed the environmental liabilities relating to the chemicals businesses, except for the former chemical business site at Bound Brook, New Jersey, and certain sites for which there is shared responsibility between Cyanamid and

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Cytec. This assumption is not binding on third parties, and if Cytec were unable to satisfy these liabilities, they would, in the absence of other circumstances, be enforceable against Cyanamid. We do not expect that we will have exposure to any of the liabilities against which Cytec has agreed to assume and indemnify Cyanamid.

Additional information on environmental matters is set forth in Note 7 to our consolidated financial statements, Other Noncurrent Liabilities, and Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2007 Financial Report.

Employees

At December 31, 2007, we had 50,527 employees worldwide, with 26,082 employed in the United States including Puerto Rico. Approximately 11% of our worldwide employees are represented by various collective bargaining groups. Relations with most organized labor groups remain relatively stable.

Financial Information About Our U.S. and International Operations

Financial information about U.S. and international operations for each of the three years ended December 31, 2007, 2006 and 2005 is set forth in Note 15 to our consolidated financial statements, Company Data by Segment, in our 2007 Financial Report.

Our operations outside the United States are conducted primarily through subsidiaries. International net revenue in 2007 amounted to 48% of our total worldwide net revenue.

Our international businesses are subject to risks of currency fluctuations, governmental actions and other governmental proceedings, which are inherent in conducting business outside of the United States. Additional information about international operations is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Quantitative and Qualitative Disclosures about Market Risk” in our 2007 Financial Report.

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K 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;

• 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;

• Anticipated future charges related to implementing our productivity initiatives;

• 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 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Our Product Pipeline” in our 2007 Financial Report;

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

• Emerging clinical data on our marketed and pipeline products and the impact on regulatory filings, product labeling, 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;

• Uses of cash and borrowings;

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

• Estimates and assumptions used in our critical accounting policies;

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• Anticipated developments in our diet drug and hormone therapy litigation;

• 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;

• 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 prosecute or 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;

• Timing and impact of generic competition for EFFEXOR and EFFEXOR XR, including the impact of our settlement of patent litigation with Teva, our proposed settlement of patent litigation with Osmotica and the covenant not to sue we granted to Sun;

• Impact of generic competition for PROTONIX, including the “at risk” launches by Teva and Sun, 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;

• Timing and impact of supply limitations for TYGACIL in certain markets outside the United States;

• 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. We refer you to Item 1A. RISK FACTORS of this report for identification of important factors with respect to these risks and uncertainties, which, as described in more detail in Item 1A, include: the inherent uncertainty of the timing and success of, and expense associated with, research, development, regulatory approval and commercialization of our products and 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; emerging data on our products; the importance of strong performance from our principal products and our anticipated new product introductions; the highly regulated nature of our business; product liability, intellectual property and other litigation risks and environmental liabilities; uncertainty regarding our intellectual property rights and those of others; difficulties associated with, and regulatory compliance with respect to, manufacturing of our products; risks associated with our strategic relationships; economic conditions, including interest and currency exchange rate fluctuations; changes in generally accepted accounting principles; trade buying patterns; the impact of legislation and regulatory compliance; and risks and uncertainties associated with global operations and sales. The forward-looking statements in this report are qualified by these risk factors.

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We caution investors not to place undue reliance on the forward-looking statements contained in this report. Each statement speaks only as of the date of this report (or any earlier date indicated in the statement), and we undertake no obligation to update or revise any of these statements, whether as a result of new information, future developments or otherwise. From time to time, we also may provide oral or written forward-looking statements in other materials, including our earnings press releases. You should consider this cautionary statement, including the risk factors identified in Item 1A. RISK FACTORS of this report, when evaluating those statements as well. Our business is subject to substantial risks and uncertainties, including those identified in this report. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

Availability of Information

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

ITEM 1A. RISK FACTORS

Our future operating results may differ materially from the results described or incorporated by reference in this report due to risks and uncertainties related to our business and our industry, including those discussed below. In addition, these factors represent risks and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements included or incorporated by reference into this report. We refer you to our “Cautionary Note Regarding Forward-Looking Statements,” on pages I-9 through I-11 of this report, which identifies some of the forward-looking statements included or incorporated by reference in this report. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks Associated with Product Pricing and Demand

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

Sales of our pharmaceutical products both inside and outside the United States depend significantly on coverage and payment policies set by government health care authorities. These government entities increasingly employ cost-containment programs, including price controls, restrictions on reimbursement and requirements for substitution of generic products, to limit patient access to and the amounts these entities and patients pay for our products. The U.S. government, state legislatures and foreign governments have shown significant interest in implementing price controls and imposing additional restrictions on access to drugs. Adoption of price controls and cost-containment measures in new jurisdictions or programs, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could further limit our net revenue and results. In addition, in the United States, federal legislation and other proposals have been introduced periodically that would increase the statutory minimum rebate under Medicaid from 15.1% to a higher amount, which could negatively impact our net revenue and results.

The Medicare Prescription Drug Improvement and Modernization Act of 2003 included a prescription drug benefit for individuals eligible for Medicare. This benefit first went into effect on January 1, 2006. While public opinion polls indicate high levels of satisfaction among Medicare beneficiaries with the new benefit, the U.S. Congress has periodically considered legislation that would amend this law and direct the Secretary of Health and Human Services to negotiate drug prices in the Medicare prescription drug coverage program. Several candidates for U.S. President have expressed support for this type of government-driven approach, which, if enacted into law, could have the effect of price controls and have a negative impact on our net revenue and results. Many of the presidential candidates also support universal health insurance programs. If enacted and implemented, such programs could include a variety of provisions that could decrease net revenue and results from our prescription pharmaceutical products and decrease potential returns from our research and development initiatives.

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

Managed care organizations and other private insurers frequently adopt their own payment or reimbursement reductions, and consolidation among managed care organizations has increased the negotiating power of these

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entities. Private third-party payors, as well as governments, increasingly employ formularies to control costs by negotiating discounted prices in exchange for inclusion in the formulary. In addition, private health insurance companies and employers that self-insure have been raising co-payments required from beneficiaries, particularly for branded pharmaceuticals and biotechnology products, requiring prior authorization to use a branded product if a generic product is available or requiring that patients start with a generic product before switching to a branded product to encourage beneficiaries to utilize generic products. These actions may have the effect of decreasing the usage and negatively impacting the pricing of our products. These entities may adopt increasingly restrictive payment and reimbursement policies, in which case our net revenue and results could be negatively impacted.

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

In some markets outside the United States, our products are subject to competition from products originating from jurisdictions where government price controls or other market dynamics, including insertion of counterfeit products in the supply of medicines, result in lower revenues and income. For example, the World Health Organization currently estimates that ten percent of medications being sold globally are counterfeit. Counterfeit products not only negatively impact our sales but, more importantly, pose significant risks to consumers. In addition, despite the well-documented risks, it is possible that the U.S. Congress could enact legislation allowing commercial-scale importation of drugs into the United States, which could negatively impact our net revenue and results.

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

As a condition to granting marketing approval of a product, the FDA may require a company to conduct additional clinical trials. The results generated in these Phase IV trials could result in loss of marketing approval, changes in product labeling or new or increased concerns about side effects or efficacy of a product. On September 27, 2007, the FDAAA was enacted, giving the FDA enhanced post-market authority, including the explicit authority to require post-market studies and clinical trials, labeling changes based on new safety information and compliance with FDA-approved risk evaluation and mitigation strategies. The FDA’s exercise of its new authority could result in delays or increased costs during product development, clinical trials and regulatory review, increased costs to comply with new post-approval regulatory requirements and potential restrictions on sales of approved products. Foreign regulatory agencies often have similar authority and may impose comparable costs. Post-marketing studies, whether conducted by us or by others and whether mandated by regulatory agencies or voluntary, and other emerging data about marketed products, such as adverse event reports, may also adversely affect sales of our products. Further, the discovery of significant problems with a product similar to one of our products that implicate (or are perceived to implicate) an entire class of products could have an adverse effect on sales of the affected products. Accordingly, new data about our products, or products similar to our products, could negatively impact demand for our products due to real or perceived side-effects or uncertainty regarding efficacy and, in some cases, could result in product withdrawal. For example, Amgen, our marketing partner for ENBREL in the United States, is in discussions with the FDA with respect to the class of tumor necrosis factor (TNF) inhibitor agents around several safety issues. Such discussions may result in additional patient safety information in the form of a boxed warning that will apply to the ENBREL label as has been the case with other TNF inhibitor agents.

Furthermore, new data and information, including information about product misuse, may lead government agencies, professional societies, practice management groups or organizations involved in various diseases to publish guidelines or recommendations related to the use of our products, recommended dosages of our products or the use of related therapies or place restrictions on sales. Such guidelines or recommendations may lead to lower sales of our products. For example, in 2007, our Consumer Healthcare business voluntarily withdrew our infant cough and cold products from the market, and an FDA joint advisory committee meeting recommended that these products no longer be used in children under the age of six. In January 2008, the FDA issued a Public Health Advisory recommending against the use of over-the-counter (OTC) cough and cold products in children under two years of age, and announcing that the FDA plans to issue recommendations in the 2008 second quarter with respect to the use of OTC cough and cold products in children two through 11 years of age. These recommendations could adversely impact sales of our ROBITUSSIN and DIMETAPP family of products. In addition, in December 2007, an FDA advisory committee recommended additional studies of the efficacy and/or safety of the oral decongestant phenylephrine (PE), an ingredient used in several ROBITUSSIN and DIMETAPP products, at certain doses. Depending on the FDA’s response to this recommendation, our ROBITUSSIN and DIMETAPP family of products could be adversely impacted. In addition, it is possible that concerns about misuse will lead to new point-of-sale restrictions on dextromethorphan-containing products, such as our ROBITUSSIN products.

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

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

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

PROTONIX faces competition from other prescription proton pump inhibitors, including several generic products, and multiple over-the-counter remedies. In late 2007, Teva launched a generic version of PROTONIX tablets, despite the existence of the unexpired U.S. compound patent we exclusively license from Nycomed (previously Altana). Following this “at risk” launch and its resulting impact on the market, we launched our own generic version of PROTONIX tablets in January 2008. A second generic manufacturer, Sun, also launched a generic version of PROTONIX tablets in January 2008. See Note 14 to our consolidated financial statements, Contingencies and Commitments, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Challenging Business Environment” in our 2007 Financial Report for a description of the status of our patent litigation with Teva and Sun regarding PROTONIX. Generic competition has negatively impacted, and is expected to continue to negatively impact, our revenue from PROTONIX significantly.

Our EFFEXOR family of products competes against another serotonin norepinephrine reuptake inhibitor (SNRI), several selective serotonin reuptake inhibitors (SSRIs), and other antidepressant products. The increasing availability of generic versions of the active ingredient in several SSRIs and other antidepressant products puts competitive pressure on EFFEXOR (immediate release tablets) and EFFEXOR XR (extended release capsules). Pursuant to the settlement agreement we entered into with Teva with respect to the U.S. patent litigation pertaining to Teva’s generic version of EFFEXOR XR (extended release capsules), Teva launched a generic version of EFFEXOR (immediate release tablets) in the United States in August 2006 and will be permitted to launch a generic version of EFFEXOR XR (extended release capsules) in the United States beginning on July 1, 2010, subject to earlier launch based on certain specified events. Events that could trigger an earlier U.S. market entry by Teva with generic versions of EFFEXOR XR (extended release capsules) include specified market conditions and developments regarding the applicable Wyeth patents, including the outcome of other generic challenges to these patents. Six lawsuits concerning such generic challenges currently are pending. 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 before July 1, 2010. We estimate that approximately 96% of EFFEXOR (immediate release tablets) prescriptions in the United States have been converted to Teva’s generic version since the August 2006 launch, and we cannot exclude the possibility 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), though we have not experienced any significant impact to date.

In August 2007, we received notice that Sun had filed an ANDA with the FDA for a venlafaxine HCl extended release tablet product. We granted Sun a covenant not to sue with respect to this potential tablet product. The impact of this ANDA on future sales of our EFFEXOR family of products is unclear due to uncertainty regarding if and when the FDA will approve the ANDA (which should not be earlier than June 13, 2008). In early 2008, we reached a proposed settlement of our U.S. patent litigation with Osmotica Pharmaceutical Corp., which has filed an NDA pursuant to 21 U.S.C. 355(b)(2) seeking FDA approval to market an extended release venlafaxine tablet. Under the terms of the proposed settlement, we would grant Osmotica a royalty-bearing license under certain patents. The effectiveness of the proposed settlement, which we have elected to submit to the FTC for review, is subject to the court entering certain orders requested by the parties. In the event that Sun and/or Osmotica obtain FDA approval and successfully launch a venlafaxine extended release tablet, our sales of EFFEXOR XR (extended release capsules) would be negatively impacted.

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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 decreased our net sales significantly in that market, and we believe that the recent entry of additional generic competition into the Canadian market will increase this decline. As a result of this additional generic competition, our royalty from Teva on its Canadian sales of generic extended release venlafaxine HCl capsules has been suspended.

Generic versions of EFFEXOR (immediate release tablets) and EFFEXOR XR (extended release capsules) also have been introduced in select markets outside the United States and Canada. As generic competition intensifies globally and additional generic SSRIs, SNRIs and other antidepressant products enter markets, additional competitive pressure will occur, and we expect lower sales of our EFFEXOR family of products.

ENBREL faces competition from multiple alternative therapies depending on the indication and faces potential competition from therapies under development. In the United States, while ENBREL continues to have a market leading position, it has experienced share loss to competitors.

ZOSYN has begun to face generic competition in Spain, Portugal, Greece, France and Switzerland, as well as in several markets outside Europe, and may face generic competition in additional countries in the near future, including in Canada. Future sales of ZOSYN will be further negatively impacted in the event of generic competition in the United States and additional major markets. In February 2007, compound patent protection for ZOSYN expired in the United States. Certain additional process and manufacturing patent protection remains. Our new formulation of ZOSYN was approved by the FDA in 2005 and has additional patent protection extending until 2023. We believe that the timing and impact of generic competition for ZOSYN in the United States will depend, among other factors, upon the timing and nature of the FDA’s response to the citizen petitions filed by Wyeth and third parties regarding ZOSYN, which are discussed in greater detail in Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2007 Financial Report. However, generic competition for ZOSYN in the United States could occur at any time and likely would have a significant adverse impact on our sales of the product.

Our conjugated estrogens products, including PREMARIN and PREMPRO, may be subject to generic competition, as PREMARIN’s natural composition is not subject to patent protection, and we may depend on trade secret and other non-patent rights to protect against alternative products being introduced. Certain competitors may be conducting research and development activities in competing estrogen and other products targeted for PREMARIN’s approved indications.

We have a 13-valent pneumococcal vaccine under development in Phase 3 clinical trials, and GlaxoSmithKline plc recently filed for regulatory approval in the EU for a ten-valent pneumococcal vaccine, each of which, if approved, would compete with PREVNAR.

TYGACIL, which was approved in June 2005 for treatment of complicated skin and skin structure infections and complicated intra-abdominal infections, faces competition from a number of I.V. antibiotics approved for these indications, as well as several others that are used off-label. Approvals of new products for complicated skin and skin structure infections that may compete with TYGACIL are anticipated in the next few years.

TORISEL, which was approved in 2007 for use in the treatment of patients with advanced renal cell carcinoma, faces competition from biologics approved for this indication as well as several oncology products that are used off-label.

The above examples are illustrative. Many of our products face competition from competitive products claiming better safety and/or efficacy profiles or cost-effectiveness than our products. Similarly, many of our products under development, if approved for marketing by regulatory authorities, will face competition from established products. In particular, we note that, if approved, PRISTIQ will face competition from our EFFEXOR family of products and other marketed antidepressants.

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

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

Government regulation may, in the future, allow more permissive approval regimes for follow-on biologics (also referred to as “biosimilars” or “generic biologics”). While no specific abbreviated legal pathway for these approvals currently exists in the United States, the U.S. Congress is considering legislation that would establish such a pathway, and the FDA has approved a follow-on biologic product (recombinant human growth hormone) that referenced a biotechnology product approved under the U.S. Federal Food, Drug, and Cosmetic Act. In Europe, regulatory authorities have taken significant steps toward creating such a pathway. The European Commission has granted marketing authorizations for several follow-on biologics pursuant to a set of general and product class-specific

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guidelines for biosimilar approvals issued over the past few years. If competitors are able to obtain marketing approval for follow-on biologics referencing our biotechnology products, our biotechnology products may become subject to follow-on biologic competition, with the attendant competitive pressure. Expiration or successful challenge of applicable patent rights could generally trigger this competition, and we expect that we could face more litigation with respect to the validity and/or scope of patents relating to our biotechnology products with substantial revenue.

Risks Associated with Product and Customer Concentration

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

Over the next few years, our financial performance will depend substantially on the performance of our seven product lines that achieved billion or multi-billion dollar revenue status in 2007, EFFEXOR/EFFEXOR XR, PREVNAR, ENBREL, PROTONIX, our Wyeth Nutrition product line, ZOSYN/TAZOCIN and our PREMARIN family of products, particularly our ability to continue to significantly grow our net revenue from ENBREL and PREVNAR. Our ability to achieve strong performance with these and our other principal products, including TYGACIL, TORISEL and BENEFIX, and our ability to achieve our goals for the new products and new product indications that we anticipate launching over the next few years, will depend on a number of factors, including:

• The patent protection applicable to each product and the introduction of any generic competition, including the impact of generic competition for PROTONIX, our EFFEXOR family of products and ZOSYN/TAZOCIN, which could significantly impact our revenue from these products;

• Acceptance by doctors and patients of our products;

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

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

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

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

• New data on the safety and efficacy of our products and competitive products;

• The effectiveness of our sales force;

• The extent of coverage, pricing, and level of reimbursement from government agencies and other third-party payors for our products; and

• The size of the patient population for our products.

Several of our products are expected to be subject to generic competition over the next several years, and if we are unable to mitigate the loss of revenue and income from these products with revenues from new products in development and through licensing arrangements, strategic alliances or acquisitions, our net revenue and results of operations will be adversely affected.

Several of our billion or multi-billion dollar products are expected to lose patent protection in the next several years, including our EFFEXOR family of products and PROTONIX. In addition, compound patent protection for ZOSYN expired in the United States in February 2007, and generic competition for PROTONIX emerged in late 2007 despite the existence of compound patent protection. Our net revenue and results of operations will be adversely affected if we are unable to generate revenue and income from alternate products, either developed internally through research and development or acquired through licensing arrangements, strategic alliances and/or acquisitions, to mitigate our loss of revenue and income as these products experience generic competition. Research and development of pharmaceutical product candidates involves significant cost and many uncertainties, and it is possible that we will not be able to obtain regulatory approval for, or successfully commercialize, new products that will generate sufficient revenues to mitigate this loss of revenue and income. In addition, there is heavy competition for promising licensing, strategic and acquisition opportunities, and we might be unable to identify and/or compete for external product candidates or companies.

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We make significant investments in assets that may become impaired as a result of patent expirations/ generic competition or as a result of our failure to obtain regulatory approval or market acceptance of new products, process changes and/or reformulations.

As part of our business, we have made and will continue to make significant investments in assets, including inventory, plant and equipment, which 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, as noted above, several of our principal products are nearing the end of their compound patent terms. If we are unable to find alternative uses for the assets supporting these products, these assets will need to be evaluated for impairment and/or we may need to incur additional costs to convert these assets to an alternate use. Earlier than anticipated generic competition for these products also may result in excess inventory and associated charges.

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

In 2007, our largest wholesale distributor accounted for approximately 13% of our net revenue, and our top three wholesale distributors accounted for approximately 32% of our net revenue. If one of our significant wholesale distributors encounters financial or other difficulties, we may be unable to collect all the amounts that customer owes to us and may be unable to collect any such amounts on a timely basis, which could negatively impact our results of operations.

Risks Associated with Legal Liabilities

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

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

We have taken charges totaling $21,100.0 million in connection with product liability legal actions relating to the diet drugs PONDIMIN and REDUX. While we believe that our current reserve is adequate and represents management’s best estimate, within a range of outcomes, of the aggregate amount required to cover diet drug litigation costs, including payments in connection with the nationwide settlement, opt outs from the nationwide settlement and primary pulmonary hypertension (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.

In addition, we have been involved in various other legal proceedings involving allegations of injuries caused by our pharmaceutical products. These include individual lawsuits and putative class actions in state and federal courts in the United States and foreign jurisdictions involving allegations of injuries caused by PREMPRO or PREMARIN, two of our hormone therapy products. Of the 27 hormone therapy cases alleging breast cancer that have been resolved after being set for trial, 22 have now been resolved in our favor (by voluntary dismissal by the plaintiffs, summary judgment, defense verdict or judgment for us notwithstanding the verdict), several of which are being appealed by the plaintiff. Of the remaining five 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 plaintiffs have appealed), and two resulted in plaintiffs’ verdicts that we plan to appeal. Additional cases have been voluntarily dismissed by plaintiffs before a trial setting. Trials of additional hormone therapy cases also are scheduled throughout 2008. We also face putative class action lawsuits from users of PREMPRO or PREMARIN seeking medical monitoring and purchase price refunds, as well as other damages. While most of these putative class actions have been dismissed or withdrawn, a motion for class certification was recently denied without prejudice in a California statewide refund class action and a hearing in a similar case in West Virginia is set for later this year. Other of our pharmaceutical products, vaccines and over-the-counter products that are involved in product liability litigation include, without limitation, the prior formulations of certain childhood vaccines and of DIMETAPP and ROBITUSSIN, and our EFFEXOR family of products. If the outcomes of any or all of these proceedings are unfavorable to us, it is possible that we may take future charges with respect to these matters, which may be significant. Please refer to Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2007 Financial Report for descriptions of these matters and other significant pending product liability litigation.

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

Our financial condition could be negatively impacted by unfavorable results in other pending litigation matters, including those described in Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2007 Financial Report, or in lawsuits that may be initiated in the future. These matters include, among other things, intellectual property lawsuits, securities litigation, breach of contract claims, tort claims, and allegations of violations of U.S. and foreign pharmaceutical pricing or marketing, competition and environmental laws, any of which, if adversely decided, could negatively impact our business, results of operations and financial condition.

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

Our activities relating to the sale and marketing of our products are subject to extensive regulation under the U.S. Federal Food, Drug, and Cosmetic Act, the U.S. Public Health Service Act, the U.S. Deficit Reduction Act of 2005, the U.S. Foreign Corrupt Practices Act and other federal and state statutes, including anti-kickback and false claims laws, as well as similar laws in foreign jurisdictions. For example, our Nutrition business, which has significant operations in the Asia/Pacific region, is subject to a variety of foreign laws relating to sales and promotional practices. Violations of these regulations and laws may be punishable by criminal and civil sanctions, including substantial fines, as well as, in the United States, possible exclusion from federal and state health care programs, including Medicare and Medicaid. In addition, plaintiffs both in the United States and in foreign jurisdictions are increasingly bringing actions against international pharmaceutical companies for alleged violations of U.S. and foreign anti-trust laws and laws regarding drug sales and marketing activities.

The U.S. government, state governments and private payors are investigating pricing practices of numerous pharmaceutical companies and biotechnology companies, and many have filed actions alleging that inaccurate reporting of prices has improperly inflated reimbursement rates. A number of these actions have been brought against us. Please see Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2007 Financial Report for a discussion of these investigations and lawsuits. In addition, government agencies have requested documents from us relating to pricing and rebate issues, including without limitation the United States Attorney’s Office for the District of Massachusetts with respect to PROTONIX.

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

• Diversion of management time and attention;

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

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

• Decreased demand for our products; and

• Injury to our reputation.

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

We use certain hazardous materials in connection with our research and manufacturing activities. We have in the past been, and may in the future be, notified of our potential responsibility relating to the generation, storage, treatment and disposal of hazardous waste. This may result in loss of permits, fines or penalties, and other adverse governmental or private actions. In addition, we have been advised in the past, and may be advised in the future, that we may be a responsible party for several sites on the National Priority List created by the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as the Superfund. Please read the discussion of significant pending environmental matters in Note 7 to our consolidated financial statements, Other Noncurrent Liabilities, and in Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2007 Financial Report. Payment of substantial fines, penalties or environmental remediation costs, or the loss of permits or other authorizations to operate affected facilities, could adversely impact our operations and financial condition.

Risks Associated with Intellectual Property

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

Our long-term success largely depends on our ability to market technologically competitive products. If we fail to obtain and maintain adequate intellectual property protection, we may not be able to prevent third parties

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from using our proprietary technologies. Our currently pending or future patent applications and/or extensions may not result in issued patents or be approved on a timely basis or at all. In addition, our issued patents may not contain claims sufficiently broad to protect us against third parties with similar technologies or products or provide us with any competitive advantage. The scope of our patent claims also may vary between countries, as individual countries have their own patent laws. For example, some countries only permit the issuance of patents covering methods of making a drug compound, not the chemical compound itself. Our ability to enforce our patents also depends on the laws of individual countries and each country’s practice with respect to enforcement of intellectual property rights.

Mechanisms exist in much of the world permitting some form of challenge by generic manufacturers to our patents prior to or immediately following the expiration of any regulatory exclusivity. In the United States, under the Hatch-Waxman Act, New Chemical Entities (NCE) receive five (5) years of regulatory exclusivity and generic manufacturers can challenge our patents as soon as four (4) years following FDA approval of an NDA. Products that are not subject to NCE exclusivity may receive three (3) years of regulatory exclusivity, but our patents may be challenged immediately following FDA approval. Patents for PROTONIX, EFFEXOR XR (extended release capsules) and LYBREL are currently subject to, and may be subject in the future to, such challenges in the United States or elsewhere. If a third-party successfully challenges patents we rely upon, a court could determine that the patents are invalid or unenforceable or limit the scope of coverage of those patents, potentially reducing our revenue from the related products.

In many countries, as a patent owner, we must seek a preliminary injunction or similar legal device to avoid premature generic market entry. In circumstances where a preliminary injunction is issued, but the asserted patents are held invalid or not infringed, we may be liable for the generic manufacturer’s lost profits. In some circumstances, where no preliminary injunction is available, we may be limited to an action for damages and perhaps a permanent injunction. In such cases, the generic may enter the market and money damages may be inadequate to compensate us for our losses. For example, we were recently denied a preliminary injunction against Teva and Sun seeking to prevent the “at risk” launch of generic versions of PROTONIX following the expiration of the 30-month stay under Hatch-Waxman. These generic manufacturers subsequently launched generic versions of PROTONIX, and there is no assurance that we will recover monetary damages that compensate us for our losses. In other situations, generic manufacturers may be able to design around certain of our patents.

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

Our patent protection for our products is limited by the applicable terms of our patents. Following expiration of patents covering our products, other entities may be able to obtain approval to manufacture and market generic alternatives, which we expect would result in lower net revenue. For example, our EFFEXOR family of products and ZOSYN (TAZOCIN internationally) have begun to experience generic competition in several markets and may face generic competition in additional markets in the near future.

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

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

• Pay monetary damages;

• Stop commercial activities relating to the affected products;

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

• Compete in the market with substantially similar products.

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Risks Associated with Development and Marketing of New Drugs

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

We have multiple product candidates in development and devote considerable resources to research and development activities, including clinical trials. These activities involve a high degree of risk and take many years, and there can be no guarantee that the development of any particular product candidate or new indication for an existing product will be approved by regulators and lead to a commercial product. The length of time that it takes to complete clinical trials and obtain regulatory approval, if at all, for a product candidate or new indication has in the past varied and we expect similar variability in the future.

We finished 2007 with three key potential new products under review by the FDA, as follows: PRISTIQ, for the treatment of major depressive disorder and vasomotor symptoms associated with menopause; RELISTOR (methylnaltrexone), for the treatment of opioid-induced constipation in patients receiving palliative care; and VIVIANT, for prevention and treatment of postmenopausal osteoporosis, as well as several new products and product indications under review in the EU and other countries. Our product development or commercialization efforts with respect to any product candidate may fail or be delayed, and we may be unable to commercialize it or may be delayed in commercializing it, for multiple reasons, including:

• Failure of the product candidate in preclinical studies;

• Difficulty enrolling patients in clinical trials;

• Delays in completing formulation and other testing and work that is necessary to support an application for regulatory approval;

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

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

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

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

Notably, clinical trial data are subject to differing interpretations and, even when we view data as sufficient to support the safety and/or effectiveness of a product candidate or a new indication for an existing product, regulatory authorities may not share our views and may require additional data or may deny approval altogether. For example, the current regulatory environment makes it increasingly difficult to obtain approval for product candidates where there are already existing approved products for the same indications that have longer-term safety and efficacy data available.

For these and other reasons, the process for seeking approvals for our product candidates, both in the United States and internationally, is characterized by significant regulatory interaction and timing uncertainty. For example, with each of VIVIANT for the prevention indication and PRISTIQ for the treatment of vasomotor symptoms, the FDA has issued approvable letters requesting additional data and/or analysis with respect to safety and/or efficacy issues. For these and our other product candidates, we are unable to predict with certainty what issues the FDA and other regulators may raise during the review process and whether we will be able to adequately address them. Similarly, we cannot precisely project the length of time that will be necessary to compile additional data and analysis requested by regulatory agencies during the review process or predict with certainty whether our submissions will be deemed sufficient or, instead, result in additional requests.

Regulatory authorities in different countries often apply differing standards for the approval of product candidates and/or new indications for existing products, meaning that approval of a particular product candidate or new indication in one country may not be predictive of approval in other countries. For example, if PRISTIQ is approved for the treatment of major depressive disorder in the United States, there can be no assurance that it will be approved in other countries or for other indications (including treatment of vasomotor symptoms associated with menopause) in the future.

From time to time, we may predict potential dates for the submission of applications for regulatory approval of our product candidates or new indications and potential dates for other key development or regulatory milestones, any of which we may not meet for these same reasons.

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

Successful development and commercialization of new pharmaceuticals, vaccines and biotechnology products is expensive and inherently uncertain. Conducting late-stage clinical trials, like our global Phase 3 program for

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our 13-valent pneumococcal conjugate vaccine and the Elan Corp. (Elan)-Wyeth global Phase 3 clinical program for bapineuzumab, is particularly costly. If our clinical trials are not successful, we will not recover our substantial investments in the related product candidate. Even where our clinical trials are sufficient to obtain product approval, we may not be able to achieve our anticipated product labeling and profile, which could adversely impact the commercial success of the product. The substantial funds we spend developing new products depress near-term profitability with no assurance that the expenditures will generate future profits.

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

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

• Amgen on ENBREL;

• Nycomed on PROTONIX;

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

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

• Progenics on the development of RELISTOR (methylnaltrexone) for the treatment of opioid-induced side effects and post-operative ileus;

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

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

The success of these and similar arrangements depends not only on our contributions and capabilities, but also on the technology and other intellectual property contributed by our partners and their resources, efforts and skills. If these and similar arrangements are unsuccessful, our operating results will be negatively impacted. For example, as a result of a recent decision of the U.S. Court of Appeals for the Federal Circuit invalidating the enantiomer patent for ALTACE, we expect our future alliance revenue from ALTACE to be adversely impacted by generic competition for the product. In addition, alliance revenue has been adversely impacted by declining sales of the CYPHER coronary stent marketed by Johnson & Johnson. Disputes and difficulties in such relationships are common, often due to conflicting priorities or conflicts of interest. The benefits of these alliances would be reduced or eliminated if strategic partners:

• Terminate or breach the agreements;

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

• Suffer negative outcomes in intellectual property disputes.

Under many of our strategic alliances we make milestone payments well in advance of commercialization of products, with no assurance that we will ever recoup those payments. For example, in late February 2008, we and our partner Solvay Pharmaceuticals terminated our collaboration agreements for the development and North American promotion of bifeprunox for schizophrenia. There can be no guarantee that any particular strategic alliance will be successful and result in a commercial product.

Risks Associated with Manufacturing our Products

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

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

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We have spent considerable resources constructing and seeking regulatory approvals for manufacturing facilities. There can be no assurance that these facilities will prove sufficient to meet demand for our products or that we will not have excess capacity at these sites. In addition, building facilities is expensive, and our ability to recover these costs will depend on increased net revenue from the products produced at the sites, which is uncertain.

Our manufacturing operations are subject to extensive government regulation.

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

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

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

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

Commodities such as milk, which is used in large quantities by our Nutrition business and has recently been subject to sharp price increases, often experience price volatility caused by conditions outside of our control, including fluctuations in commodities markets, currency fluctuations and changes in governmental programs. Rising milk prices have had, and are expected to continue to have, an adverse effect on our margins from this business.

Risks Associated with Operations

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

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

• Fluctuations in currency exchange rates;

• The imposition of governmental controls;

• Import and export license requirements;

• Political instability;

• Difficulties enforcing contractual and intellectual property rights;

• Changes in laws, regulations or enforcement practices with respect to our business, including without limitation laws relating to reimbursement, competition, pricing and sales and marketing of our products;

• Terrorist activities and armed conflicts;

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

• Changes in tax laws and tariffs;

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

• Longer payment cycles.

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

The multinational nature of our business subjects us to potential risks that various taxing authorities may challenge the pricing of our cross border arrangements. While we believe that our pricing methodology is in accordance with applicable laws, taxing authorities may disagree and subject us to additional tax, adversely impacting our effective tax rate and our tax liability. For example, the U.S. Internal Revenue Service (IRS) has begun its audit of our tax returns for the 2002-2005 tax years. As part of this audit, the IRS is examining the pricing of our cross-border arrangements. While we believe that the pricing of these arrangements is appropriate and that our reserves are adequate with respect to such pricing, it is possible that the IRS will propose adjustments in excess of such reserves and that conclusion of the audit will result in adjustments in excess of such reserves. An unfavorable resolution for open tax years could have a material effect on our results of operations or cash flows in the period in which an adjustment is recorded and in future periods. We believe that an unfavorable resolution for open tax years would not be material to our financial position; however, each year we record significant tax benefits with respect to our cross-border arrangements, and the possibility of a resolution that is material to our financial position cannot be excluded.

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

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

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

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

Our indebtedness could adversely affect our operations.

As of December 31, 2007, we had $11,492.9 million of long-term debt.

Our indebtedness:

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

• Imposes certain restrictions on our business activities; and

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

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Changes in interest rates could adversely affect our results of operations.

As of December 31, 2007 we had marketable securities of $2,993.8 million, which are impacted by fluctuations in interest rates. Additionally, within marketable securities are investments that are subject to changes in fair value as a result of other market factors, such as the recent turmoil in the housing and credit markets. Further, as noted above, we had long-term debt at December 31, 2007 of $11,492.9 million. Some of our interest payments on our debt are also subject to fluctuations in interest rates, including our use of interest rate swaps (see Note 6 to our consolidated financial statements, Debt and Financing Arrangements, in our 2007 Financial Report). Accordingly, fluctuations in interest rates may adversely affect our results.

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 2. PROPERTIES

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

The properties listed below are our principal manufacturing plants (M) and research laboratories (R) as of December 31, 2007, listed in alphabetical order by state or country. All of these properties are owned except certain facilities in Guayama, Puerto Rico and Rouses Point, New York, which are under lease. We also own or lease a number of other smaller properties worldwide, which are used for manufacturing, research, warehousing and office space.

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

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

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

ITEM 3. LEGAL PROCEEDINGS

The information set forth in Note 14 to our consolidated financial statements, Contingencies and Commitments, in our 2007 Financial Report is incorporated herein by reference.

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

None.

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EXECUTIVE OFFICERS OF THE REGISTRANT AS OF FEBRUARY 28, 2008

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

Name	Age	Offices and Positions	Elected as Executive Officer
Robert Essner	60	Chairman of the Board Chairman of the Executive Committee of the Board of Directors	September 1997
Business Experience:		July 2000 to May 2001, President and Chief Operating Officer May 2001 to December 2002, President and Chief Executive Officer January 2003 to April 2006, Chairman of the Board, President and Chief Executive Officer April 2006 to January 2008, Chairman of the Board and Chief Executive Officer January 2008 to date, Chairman of the Board
Bernard Poussot	56	President and Chief Executive Officer Chairman of Management, Operations, Law/Regulatory Review, Human Resources and Benefits and Retirement Committees	January 2001
Business Experience:		January 2001 to June 2002, Senior Vice President and President, Wyeth Pharmaceuticals June 2002 to April 2006, Executive Vice President and President, Wyeth Pharmaceuticals April 2006 to January 2007, President and Vice Chairman January 2007 to January 2008, President, Chief Operating Officer and Vice Chairman January 2008 to date, President and Chief Executive Officer
Gregory Norden	50	Senior Vice President and Chief Financial Officer Member of Management, Operations, Law/Regulatory Review, Human Resources and Benefits and Retirement Committees	June 2007
Business Experience:		1996 to 1999, Vice President Finance, Wyeth-Ayerst Pharmaceuticals January 2000 to October 2000, Senior Vice President/Chief Financial Officer, Wyeth Pharmaceuticals October 2000 to June 2007, Executive Vice President, Wyeth Pharmaceuticals June 2007 to date, Senior Vice President and Chief Financial Officer

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Name	Age	Offices and Positions	Elected as Executive Officer
Timothy P. Cost	48	Senior Vice President – Corporate Affairs Member of Management, Operations and Law/Regulatory Review Committees	February 2008
Business Experience:		1996 to 2001, Vice President of Investor Relations and Corporate Intelligence for Bristol-Myers Squibb Company 2001 to 2003, Senior Vice President of Corporate Affairs, Pharmacia Corporation June 2003 to 2008, Executive Vice President, Corporate Affairs, ARAMARK Corporation February 2008 to date, Senior Vice President – Corporate Affairs
Richard R. DeLuca, Jr.	45	President, Fort Dodge Animal Health Division Member of Management, Operations, Law/Regulatory Review and Human Resources and Benefits Committees	January 2008
Business Experience:		1999 to 2001, Vice President – Finance, Wyeth Research 2001 to 2002, Vice President – Global Finance, Wyeth Pharmaceuticals 2002 to 2006, Senior Vice President of Finance and Administration/Chief Financial Officer, Fort Dodge Animal Health Division 2006 to 2007, Executive Vice President of Finance and Administration/Chief Financial Officer, Fort Dodge Animal Health Division 2007 to January 2008, Chief Operating Officer, Fort Dodge Animal Health Division January 2008 to date, President, Fort Dodge Animal Health Division
Geno J. Germano	47	President U.S., Pharmaceuticals and Women’s Health Care Member of Management and Operations Committees	January 2008
Business Experience:		1999 to 2000, Vice President Marketing, Wyeth Pharmaceuticals 2000 to 2002, Managing Director Australia/New Zealand, Wyeth Pharmaceuticals 2002 to 2004, Executive Vice President and General Manager, Vaccines, Wyeth Pharmaceuticals 2004 to 2007, Executive Vice President and General Manager, Pharma Business Unit, Wyeth Pharmaceuticals 2007 to January 2008, President U.S. and General Manager Pharmaceutical Business Unit, Wyeth Pharmaceuticals January 2008 to date, President U.S., Pharmaceuticals and Women’s Health Care, Wyeth Pharmaceuticals

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Name	Age	Offices and Positions	Elected as Executive Officer
Thomas Hofstaetter, Ph.D	59	Senior Vice President – Corporate Business Development Member of Management and Operations Committees	September 2004
Business Experience:		1999 to September 2004, Senior Vice President, Corporate Development, Aventis September 2004 to date, Senior Vice President, Corporate Business Development
Paul J. Jones	62	Vice President and Controller Member of Law/Regulatory Review and Operations Committees	May 1995
Business Experience:		May 1995 to date, Vice President and Controller
Joseph M. Mahady	54	Senior Vice President and President, Wyeth Pharmaceuticals Member of Management, Operations, Law/Regulatory Review and Human Resources and Benefits Committees	June 2001
Business Experience:		September 1997 to June 2002, President, Wyeth Pharmaceuticals - North America June 2002 to June 2003, Senior Vice President and President - North America, Wyeth Pharmaceuticals June 2003 to June 2005, Senior Vice President and President - North America and Global Businesses, Wyeth Pharmaceuticals June 2005 to February 2007, Senior Vice President and President, The Americas and Global Businesses, Wyeth Pharmaceuticals February 2007 to December 2007, Senior Vice President and President - Global Business, Wyeth Pharmaceuticals January 2008 to date, Senior Vice President and President, Wyeth Pharmaceuticals
Denise M. Peppard	51	Senior Vice President – Human Resources Member of Management, Operations, Law/Regulatory Review, Human Resources and Benefits and Retirement Committees	January 2008
Business Experience:		1999 to 2000, Vice President Human Resources North America, Wyeth Pharmaceuticals 2000 to 2001, Vice President Human Resources North America/Headquarters Operations, Wyeth Pharmaceuticals 2001 to 2007, Senior Vice President Human Resources, Wyeth Pharmaceuticals 2007 to January 2008, Vice President – Corporate Human Resources January 2008 to date, Senior Vice President - Human Resources

I - 27

Name	Age	Offices and Positions	Elected as Executive Officer
Charles A. Portwood	58	President – Technical Operations and Product Supply, Wyeth Pharmaceuticals Member of Management, Operations and Law/Regulatory Review Committees	January 2005
Business Experience:		1970 to November 2001, Senior Vice President, Strategy and Industrial Excellence, Aventis November 2001 to July 2002, Senior Vice President, Global Supply Chain, Wyeth Pharmaceuticals July 2002 to date, President – Technical Operations and Product Supply, Wyeth Pharmaceuticals
Cavan M. Redmond	47	President, Wyeth Consumer Healthcare Member of Management, Operations, Law/Regulatory Review and Human Resources and Benefits Committees	December 2007
Business Experience:		2000 to 2001, Vice President, Deputy Chief Global Strategic Marketing, Wyeth Pharmaceuticals 2001 to 2003, Senior Vice President Global Strategic Marketing, Wyeth Pharmaceuticals 2003 to December 2007, Executive Vice President and General Manager BioPharma, Wyeth Pharmaceuticals December 2007 to date, President, Wyeth Consumer Healthcare
Marily H. Rhudy	60	Senior Vice President – Public Affairs Member of Management, Operations and Law/Regulatory Review Committees	June 2001
Business Experience:		September 1997 to September 2004, Vice President - Public Affairs September 2004 to date, Senior Vice President - Public Affairs
Robert R. Ruffolo Jr., Ph.D	57	Senior Vice President and President, Wyeth Research Member of Management, Law/Regulatory Review, Operations and Human Resources and Benefits Committees	June 2001
Business Experience:		November 2000 to June 2002, Executive Vice President, Pharmaceutical Research and Development, Wyeth Research June 2002 to date, Senior Vice President and President, Wyeth Research

I - 28

Name	Age	Offices and Positions	Elected as Executive Officer
Lawrence V. Stein	58	Senior Vice President and General Counsel Member of Management, Operations, Law/Regulatory Review, Operations, Human Resources and Benefits and Retirement Committees	June 2001
Business Experience:		July 2000 to June 2001, Vice President and Deputy General Counsel June 2001 to July 2003, Senior Vice President and Deputy General Counsel July 2003 to date, Senior Vice President and General Counsel
Ulf Wiinberg	49	Senior Vice President and President, Wyeth Pharmaceuticals –Europe/Middle East/Africa/Canada and BioPharma Member of Management and Operations Committees	March 2002
Business Experience:		May 1997 to February 2002, Managing Director of the United Kingdom subsidiary of Wyeth Pharmaceuticals February 2002 to June 2005, President, Wyeth Consumer Healthcare June 2005 to January 2007, Senior Vice President and President, Wyeth Pharmaceuticals, Europe/Middle East/Africa January 2007 to January 2008, Senior Vice President and President, Wyeth Pharmaceuticals – Europe/Middle East/Africa/Canada January 2008 to date, Senior Vice President and President, Wyeth Pharmaceuticals – Europe/Middle East/Africa/Canada and BioPharma
Mary Katherine Wold	55	Senior Vice President – Finance Member of Human Resources and Benefits and Retirement Committees	November 2005
Business Experience:		1988 to March 2002, Partner, Shearman & Sterling LLP March 2002 to November 2005, Vice President – Taxes November 2005 to June 2007, Senior Vice President - Taxes and Treasury June 2007 to date, Senior Vice President - Finance

I - 29

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a) Market Information and Dividends

The New York Stock Exchange is the principal market on which our common stock is traded. Tables showing the high and low sales price for our common stock, as reported in the consolidated transaction reporting system, and the dividends paid per common share for each quarterly period during the past two years, as presented in Market Prices of Common Stock and Dividends can be found in our 2007 Financial Report. In addition, a performance graph, which compares our common stock performance against the S&P 500 and a peer group index, can be found in our 2007 Financial Report.

(b) Holders

There were approximately 37,733 holders of record of our common stock as of the close of business on January 31, 2008.

II - 1

(c) Issuer Purchases of Equity Securities

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

Period	Total Number of Shares Purchased(1)(2)	Average Price Paid per Share(1)(2)		Total Number of Shares Purchased as Part of Publicly Announced Plan(1)	(Dollars in millions) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)
October 1, 2007 through October 31, 2007	387,353	$	47.37	385,270	$	3,793.6
November 1, 2007 through November 30, 2007	1,406,288		46.00	1,378,215		3,729.2
December 1, 2007 through December 31, 2007	416,621		47.06	399,700		3,710.5
Total	2,210,262	$	46.44	2,163,185

(1) Our previously authorized Share Repurchase Program, which had been announced on January 25, 2007, allowed for future purchases of up to 30,000,000 shares. On September 27, 2007, our Board amended the program to allow for repurchases of up to $5,000.0 million of our common stock, inclusive of approximately $1,188.2 million of repurchases executed between January 25, 2007 and September 27, 2007 under the prior authorization.

(2) In addition to purchases under our Share Repurchase Program, this column reflects the following transactions during the 2007 fourth quarter: (i) the deemed surrender to us of 1,269 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 13,603 shares to satisfy equivalent dividends paid to employees and non-employee directors’ restricted stock trust holdings; (iii) the open market purchase of 96 shares in connection with the administration of our stock option program; and (iv) the surrender to us of 32,109 shares of common stock to satisfy tax withholding obligations for employees in connection with restricted stock unit and/or performance share unit awards.

ITEM 6. SELECTED FINANCIAL DATA

The data with respect to the last five fiscal years appearing in the Ten-Year Selected Financial Data presented in our 2007 Financial Report are incorporated herein by reference.

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

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in our 2007 Financial Report is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk disclosures as set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in our 2007 Financial Report are incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm, and Quarterly Financial Data (Unaudited) appearing in our 2007 Financial Report are incorporated herein by reference.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS

As of December 31, 2007, we carried out an evaluation, under the supervision and with the participation of our management, including the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that evaluation, the Chairman of the Board, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2007.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management’s report on our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and the related report of our independent registered public accounting firm, are included in our 2007 Financial Report under the headings Management Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm, respectively, and are incorporated herein by reference.

CHANGES IN INTERNAL CONTROL

During the 2007 fourth quarter, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

II - 3

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

(a) Information relating to our directors is incorporated herein by reference to information included in the definitive proxy statement to be filed with the Securities and Exchange Commission on or about March 14, 2008 (2008 Proxy Statement) under the caption “Election of Directors — Nominees for Election as Directors.”

(b) Information relating to our executive officers, as of February 28, 2008, is furnished in Part I hereof under a separate unnumbered caption “Executive Officers of the Registrant as of February 28, 2008.”

(c) Information relating to certain filing obligations of our directors and executive officers under the federal securities laws set forth in the 2008 Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.

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

(e) Information relating to our audit committee, including designation of “audit committee financial experts” under applicable Securities and Exchange Commission rules, is incorporated herein by reference to information included in the 2008 Proxy Statement under the caption “Meetings and Committees of our Board — Committees of our Board.”

(f) Information regarding the procedures by which our stockholders may recommend nominees to our board of directors is incorporated herein by reference to information included in the 2008 Proxy Statement under the caption “Meetings and Committees of Our Board – Committees of Our Board – Nominating and Governance Committee” and “Appendix A: Criteria and Procedures for Board Candidate Selection for the Board of Directors.” There have been no changes in those procedures since they were last published in our proxy statement dated March 19, 2007.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to executive compensation is incorporated herein by reference to information included in the 2008 Proxy Statement beginning with the caption “Executive Compensation” and ending with the section captioned “Potential Payments upon Termination or Change in Control.” Information with respect to compensation of directors is incorporated herein by reference to information included in the 2008 Proxy Statement under the caption “Director Compensation.” Information regarding compensation committee interlocks and insider participation is incorporated herein by reference to information included in the 2008 Proxy Statement under the caption “Meetings and Committees of Our Board – Committees of Our Board – Compensation and Benefits Committee – Compensation Committee Interlocks and Insider Participation.”

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

(a) Information relating to security ownership is incorporated herein by reference to information included in the 2008 Proxy Statement under the caption “Securities Owned by Management” and “Securities Owned by Certain Beneficial Owners.”

(b) Information regarding our equity compensation plans is incorporated herein by reference to information included in the 2008 Proxy Statement under the caption “Equity Compensation Plan Information.”

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

Information regarding transactions with management and others and director independence is incorporated herein by reference to information included in the 2008 Proxy Statement under the captions “Transactions With Management And Others” and “Independence of Directors.”

III - 1

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information relating to principal accountant fees and services is incorporated herein by reference to information included in the 2008 Proxy Statement beginning with the caption “Independent Registered Public Accounting Firm’s Fee Summary.”

III - 2

PART IV

ITEM 15. EXHIBITS and FINANCIAL STATEMENT SCHEDULES

(a)1. Financial Statements

The following Consolidated Financial Statements, Notes to Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm, included in our 2007 Financial Report, are incorporated herein by reference into Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA of this report:

• Consolidated Balance Sheets as of December 31, 2007 and 2006

• Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005

• Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2007, 2006 and 2005

• Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005

• Notes to Consolidated Financial Statements

• Report of Independent Registered Public Accounting Firm

(a)2. Financial Statement Schedules

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

(a)3. Exhibits

Exhibit No.	Description
(3.1)	The Company’s Restated Certificate of Incorporation (as amended through May 3, 2007) is incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
(3.2)	The Company’s By-Laws (as amended through September 28, 2006) are incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, dated October 2, 2006.
(4.1)	Indenture, dated as of April 10, 1992, between the Company and The Bank of New York (successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference to Exhibit 4-a of the Company’s Registration Statement on Form S-3 (File No. 33-57339), filed on January 18, 1995.
(4.2)	Supplemental Indenture, dated October 13, 1992, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference to Exhibit 4-b of the Company’s Registration Statement on Form S-3 (File No. 33-57339), filed on January 18, 1995.
(4.3)	Second Supplemental Indenture, dated as of March 30, 2001, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-4 (File No. 333-59642) filed on April 27, 2001.
(4.4)	Third Supplemental Indenture, dated as of February 14, 2003, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(4.5)	Fourth Supplemental Indenture, dated as of December 16, 2003, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-3 (File No. 333-112450) filed on February 3, 2004.

IV - 1

Exhibit No.	Description
(4.6)	Fifth Supplemental Indenture, dated as of December 16, 2003, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
(4.7)	Sixth Supplemental Indenture, dated as of November 14, 2005, between the Company and The Bank of New York (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated November 15, 2005.
(4.8)	Seventh Supplemental Indenture, dated as of March 27, 2007, between the Company and The Bank of New York, as successor trustee, is incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated March 28, 2007.
(10.1)	Credit Agreement, dated as of August 2, 2007, among the Company, 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.
(10.2)	Master Guarantee and Letter of Credit Agreement, dated as of December 16, 2003, between the Company and ABN AMRO Bank, N.V. is incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
(10.3)	Seventh Amendment, dated July 21, 2004, to the Nationwide Class Action Settlement, dated November 18, 1999, as amended is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated January 11, 2005.
(10.4)	Indemnity Agreement (relating to Consent Decree), dated as of September 29, 2000, by and between the Company and Bernard Poussot is incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(10.5)+	License Agreement, dated as of January 13, 2006, by and among the Company, acting through its Wyeth Pharmaceuticals Division, Wyeth Pharmaceuticals Company, Inc., Wyeth-Whitehall Pharmaceuticals Inc. and Wyeth Pharmaceuticals Company (on the one hand) and Teva Pharmaceutical Industries Ltd. and Teva Pharmaceuticals USA, Inc. (on the other hand) is incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
(10.6)*	Employment Agreement, dated as of January 25, 2007, between the Company and Robert Essner is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated January 26, 2007.
(10.7)*	Letter Agreement, dated as of December 20, 2007, between the Company and Robert Essner amending the Employment Agreement incorporated by reference to Exhibit 10.6 above is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated December 21, 2007.
(10.8)*	1996 Stock Incentive Plan (as amended through December 5, 2007).
(10.9)*	1999 Stock Incentive Plan (as amended through December 5, 2007).
(10.10)*	Wyeth 2002 Stock Incentive Plan (as amended through December 5, 2007).
(10.11)*	Wyeth 2005 Amended and Restated Stock Incentive Plan (as amended through December 5, 2007).

IV - 2

Exhibit No.	Description
(10.12)*	Form of Stock Option Agreement (phased vesting) is incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.13)*	Form of Stock Option Agreement (transferable options) is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
(10.14)*	Form of Special Stock Option Agreement under the 1996 Stock Incentive Plan with Robert Essner dated June 21, 2001 (transferable option) is incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.15)*	Form of Performance Share Award Agreement (Replacement for Outstanding 2005 Awards) is incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.16)*	Form of Performance Share Award Agreement is incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.17)*	Form of Performance Share Award Agreement for named executive officers and certain other officers is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
(10.18)*	Form of Performance Share Award Agreement for other key employees is incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
(10.19)*	Form of Restricted Stock Unit Award Agreement (three-year cliff vesting) is incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
(10.20)*	Form of Restricted Stock Unit Award Agreement (three-year cliff vesting) is incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.21)*	Form of Restricted Stock Unit Award Agreement (three-year cliff-vesting) is incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
(10.22)*	Form of Restricted Stock Unit Award Agreement under the 1999 Stock Incentive Plan with Bernard Poussot dated January 2, 2008 (phased vesting).
(10.23)*	Form of Restricted Stock Unit Award Agreement under the 2002 Stock Incentive Plan with certain executive officers dated January 23, 2008 (phased vesting).
(10.24)*	Form of Restricted Stock Award Agreement under the 1993 Stock Incentive Plan with Robert Ruffolo dated January 23, 2001 (phased vesting) is incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.25)*	Wyeth 1994 Restricted Stock Plan for Non-Employee Directors (as amended through December 5, 2007).
(10.26)*	Stock Option Plan for Non-Employee Directors (as amended through November 16, 2006) is incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.27)*	2006 Non-Employee Director Stock Incentive Plan (as amended through December 5, 2007).
(10.28)*	Form of Stock Option Agreement under the Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.30 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.
(10.29)*	Form of Stock Option Award Agreement under the 2006 Non-Employee Director Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.30)*	Form of Deferred Stock Unit Award Agreement under the 2006 Non-Employee Director Stock Incentive Plan is incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.31)*	Wyeth Directors’ Deferral Plan (as amended through December 5, 2007).

IV - 3

Exhibit No.	Description
(10.32)*	Restricted Stock Trust Agreement under Wyeth Stock Incentive Plans is incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1995.
(10.33)*	Amendment to Restricted Stock Trust Agreement under Wyeth Stock Incentive Plans is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
(10.34)*	Management Incentive Plan is incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.
(10.35)*	Amendment to the Management Incentive Plan is incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, dated December 21, 2005.
(10.36)*	Amendment to the Management Incentive Plan (as amended through December 5, 2007).
(10.37)*	Executive Incentive Plan (as amended through January 25, 2007) is incorporated by reference to Exhibit 10.42 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.38)*	Summary Description of Performance Incentive Award Program is incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(10.39)*	Deferred Compensation Plan is incorporated by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
(10.40)*	Amendment to the Deferred Compensation Plan is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated December 21, 2005.
(10.41)*	Wyeth 2005 (409A) Deferred Compensation Plan (effective as of January 1, 2005) is incorporated by reference to Exhibit 10.60 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
(10.42)*	Wyeth Supplemental Employee Savings Plan (as amended and restated effective as of January 1, 2005) is incorporated by reference to Exhibit 10.47 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.43)*	Wyeth Savings Plan (as amended and restated effective as of January 1, 2006), is incorporated by reference to Exhibit 10.40 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.44)*	Wyeth Union Savings Plan (as amended and restated effective as of January 1, 2006) is incorporated by reference to Exhibit 10.65 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.45)*	Wyeth Executive Retirement Plan (as amended and restated effective as of January 1, 2005) is incorporated by reference to Exhibit 10.42 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006.
(10.46)*	Wyeth Supplemental Executive Retirement Plan (as amended and restated effective as of January 1, 2005) is incorporated by reference to Exhibit 10.48 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.47)*	Form of 1998 Severance Agreement for Executive Officers and Certain Key Employees entered into by the Company and such individuals from time to time is incorporated by reference to Exhibit 10.43 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1997.
(10.48)*	Form of Amendment to existing 1998 Severance Agreements (Section 409A) for Executive Officers and Certain Key Employees 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 10.47 above is incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.49)*	Form of 1998 Severance Agreement for Other Key Employees entered into by the Company and such individuals from time to time is incorporated by reference to Exhibit 10.47 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

IV - 4

Exhibit No.	Description
(10.50)*	Form of Amendment to existing 1998 Severance Agreements (Section 409A) for Other Key Employees entered into between the Company and other key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.49 above is incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.51)*	Form of Amendment to 1998 Severance Agreements (Section 409A) entered into between the Company and all individuals party to the 1998 Severance Agreements identified in Exhibits 10.47 and 10.49 above is incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.52)*	Form of 2006 Severance Agreement for Executive Officers and Certain Key Employees entered into by the Company and such individuals in August 2006 in replacement for the Severance Agreements in Exhibit 10.47 above is incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.53)*	Form of Amendment to existing 2006 Severance Agreements (Section 409A) for Executive Officers and Certain Key Employees 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 10.52 above is incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.54)*	Form of 2006 Severance Agreement for Other Key Employees entered into by the Company and such individuals in August 2006 in replacement for the Severance Agreements in Exhibit 10.49 above is incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.55)*	Form of Amendment to existing 2006 Severance Agreements (Section 409A) for Other Key Employees entered into between the Company and other key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.54 above is incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.56)*	Form of 2006 Severance Agreement for Other New Key Employees entered into by the Company and such individuals from time to time following August 2006 is incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.57)*	Form of Amendment to existing 2006 Severance Agreements (Section 409A) for Other New Key Employees entered into between the Company and other key employees relating to the forms of existing Severance Agreements incorporated by reference as Exhibit 10.56 above is incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.58)*	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, is incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.59)*	Form of Severance Agreement for Other New Key Employees that have not entered into the Severance Agreement referred to in Exhibit 10.58 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, is incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(12)	Computation of Ratio of Earnings to Fixed Charges.
(13)	2007 Financial Report. Such report, except for those portions thereof that are expressly incorporated by reference herein, is furnished solely for the information of the Commission and is not to be deemed “filed” as part of this filing.
(21)	Subsidiaries of the Company.

IV - 5

Exhibit No.	Description
(23)	Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP, relating to their report dated February 28, 2008, consenting to the incorporation thereof in the Registration Statements on Form S-3 (No. 33-45324, No. 33-57339, No. 333-108312, No. 333-111093, No. 333-112450 and 333-141486), and S-8 (No. 2-96127, No. 33-24068, No. 33-41434, No. 33-53733, No. 33-55449, No. 33-45970, No. 33-14458, No. 33-50149, No. 33-55456, No. 333-15509, No. 333-76939, No. 333-67008, No. 333-64154, No. 333-59668, No. 333-89318, No. 333-98619, No. 333-98623, No. 333-125005 and No. 333-133814) by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(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.
(31.3)	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.
(32.3)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(99.1)	Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended to date is incorporated by reference to Exhibit 99.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
(99.2)	Fifth Amendment, dated November 21, 2002, to Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended, is incorporated by reference to Exhibit 99.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(99.3)	Sixth Amendment, dated January 10, 2003, to Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended, is incorporated by reference to Exhibit 99.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(99.4)	Joint Motion of Wyeth and Claims Facilitating Committee Pursuant to New Settlement Process to Approve Proposed Stay Procedure in Diet Drug Cases, together with supporting documentation, all as filed with the U.S. District Court for the Eastern District of Pennsylvania on January 18, 2005 is incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K, dated January 19, 2005.
(99.5)	Consent Decree, dated October 3, 2000, is incorporated by reference to Exhibit 99.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
(99.6)	Amended and Restated Promotion Agreement, dated as of December 16, 2001, by and between Immunex, the Company and Amgen Inc. (filed as Exhibit 10.1 to Amgen’s Registration Statement on Form S-4 (File No. 333-81832) on January 31, 2002 and incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K, dated July 29, 2002).
(99.7)	Description of Amendment No. 1 to Amended and Restated Promotion Agreement, effective July 8, 2003, by and among the Company, Immunex Corporation and Amgen Inc. (filed as Exhibit 10.94 to Amgen’s Annual Report on Form 10-K (File No. 0-12477) for the fiscal year ended December 31, 2003 and incorporated by reference to Exhibit 99.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
(99.8)	Description of Amendment No. 2 to Amended and Restated Promotion Agreement, effective April 20, 2004, by and among the Company, Immunex Corporation and Amgen Inc. (filed as Exhibit 10.93 to Amgen’s Amended Registration Statement on Form S-4/A (File No. 333-114820) filed on June 29, 2004 and incorporated by reference to Exhibit 99.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
(99.9)	Description of Amendment No. 3 to Amended and Restated Promotion Agreement, effective as of January 1, 2005, by and among the Company and Amgen Inc. (filed as Exhibit 10.16 to Amgen’s Quarterly Report on Form 10-Q (File No. 0-12477) for the quarter ended March 31, 2005) is incorporated herein by reference.

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

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

IV - 7

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	WYETH
	(Registrant)
February 29, 2008	By	/s/ Gregory Norden
		Gregory Norden
		Senior Vice President and Chief Financial Officer

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

Signatures	Title	Date
Principal Executive Officers:
/s/ Robert Essner Robert Essner	Chairman of the Board	February 28, 2008
/s/ Bernard Poussot Bernard Poussot	President and Chief Executive Officer	February 28, 2008
Principal Financial Officer:
/s/ Gregory Norden Gregory Norden	Senior Vice President and Chief Financial Officer	February 28, 2008
Principal Accounting Officer:
/s/ Paul J. Jones Paul J. Jones	Vice President and Controller	February 28, 2008
Directors:
/s/ Robert M. Amen Robert M. Amen	Director	February 28, 2008
/s/ John D. Feerick John D. Feerick	Director	February 28, 2008
/s/ Frances D. Fergusson, Ph.D. Frances D. Fergusson, Ph.D.	Director	February 28 2008

IV - 8

Signatures	Title	Date
/s/ Victor F. Ganzi Victor F. Ganzi	Director	February 28, 2008
/s/ Robert Langer, Sc.D. Robert Langer, Sc.D.	Director	February 28, 2008
/s/ John P. Mascotte John P. Mascotte	Director	February 28, 2008
/s/ Raymond J. McGuire Raymond J. McGuire	Director	February 28, 2008
/s/ Mary Lake Polan, M.D., Ph.D., M.P.H. Mary Lake Polan, M.D., Ph.D., M.P.H.	Director	February 28, 2008
/s/ Gary L. Rogers Gary L. Rogers	Director	February 28, 2008
/s/ Ivan G. Seidenberg Ivan G. Seidenberg	Director	February 28, 2008
/s/ John R. Torell III John R. Torell III	Director	February 28, 2008

IV - 9

INDEX TO EXHIBITS

Exhibit No.	Description
(10.8)*	1996 Stock Incentive Plan (as amended through December 5, 2007).
(10.9)*	1999 Stock Incentive Plan (as amended through December 5, 2007).
(10.10)*	Wyeth 2002 Stock Incentive Plan (as amended through December 5, 2007).
(10.11)*	Wyeth 2005 Amended and Restated Stock Incentive Plan (as amended through December 5, 2007).
(10.22)*	Form of Restricted Stock Unit Award Agreement under the 1999 Stock Incentive Plan with Bernard Poussot dated January 2, 2008 (phased vesting).
(10.23)*	Form of Restricted Stock Unit Award Agreement under the 2002 Stock Incentive Plan with certain executive officers dated January 23, 2008 (phased vesting).
(10.25)*	Wyeth 1994 Restricted Stock Plan for Non-Employee Directors (as amended through December 5, 2007).
(10.27)*	2006 Non-Employee Director Stock Incentive Plan (as amended through December 5, 2007).
(10.31)*	Wyeth Directors’ Deferral Plan (as amended through December 5, 2007).
(10.36)*	Amendment to the Management Incentive Plan (as amended through December 5, 2007).
(12)	Computation of Ratio of Earnings to Fixed Charges.
(13)	2007 Financial Report. Such report, except for those portions thereof that are expressly incorporated by reference herein, is furnished solely for the information of the Commission and is not to be deemed “filed” as part of this filing.
(21)	Subsidiaries of the Company.
(23)	Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP, relating to their report dated February 28, 2008, consenting to the incorporation thereof in the Registration Statements on Form S-3 (No. 33-45324, No. 33-57339, No. 333-108312, No. 333-111093, No. 333-112450 and 333-141486), and S-8 (No. 2-96127, No. 33-24068, No. 33-41434, No. 33-53733, No. 33-55449, No. 33-45970, No. 33-14458, No. 33-50149, No. 33-55456, No. 333-15509, No. 333-76939, No. 333-67008, No. 333-64154, No. 333-59668, No. 333-89318, No. 333-98619, No. 333-98623, No. 333-125005 and No. 333-133814) by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(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.
(31.3)	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.
(32.3)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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

EX-10.8

Exhibit 10.8

Wyeth

1996 STOCK INCENTIVE PLAN

(Initially approved by stockholders on April 23, 1996 and as amended through December 5, 2007)

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

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

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

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

provided that such employees are not then subject to Section 16 of the Securities Exchange Act of 1934, as amended, and the effective date of the grant of each such Option shall be deemed for all purposes to be the date the Finance Committee approves such grant. The decisions of the Committee shall be binding and conclusive for all purposes and upon all persons unless and except to the extent that the Board of Directors of the Company shall have previously directed that all or specified types of decisions of the Committee shall be subject to approval by the Board of Directors.

Section 3. Number of Shares. The total number of shares which may be sold or awarded under the Plan and with respect to which Stock Appreciation Rights may be exercised shall not exceed 60,000,000 shares of the Company’s Common Stock. The total number of shares which may be sold or awarded under the Plan to any optionee (hereinafter defined), including shares for which Stock Appreciation Rights may be exercised, shall not exceed 10% of such number, as and if adjusted, over the life of the Plan. The shares may be authorized and unissued or issued and reacquired shares, as the Board of Directors from time to time may determine. Shares with respect to which Options or Stock Appreciation Rights are not exercised prior to termination of the Option and shares that are part of a Restricted Stock award which are forfeited before the restrictions lapse shall be available for Options and Stock Appreciation Rights thereafter granted and for Restricted Stock thereafter awarded under the Plan, to the fullest extent permitted by Rule 16b-3 under the Exchange Act (if applicable at the time).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Notwithstanding the above, no Option shall be exercisable after termination of employment unless the optionee shall have, during the entire time period in which his or her Options are exercisable, (a) refrained from becoming or serving as an officer, director, partner or employee of any individual proprietorship, partnership or corporation, or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the

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business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to, and otherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company. If these conditions are not fulfilled, the optionee shall forfeit all rights to any unexercised Option as of the date of the breach of the condition.

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

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

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

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

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

Notwithstanding anything in the Plan to the contrary, any incentive stock option granted to any individual who, at the time of grant, is the owner, directly or indirectly, of stock possessing more than ten percent (10%) of the total combined voting power of all classes of

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stock of the Company or any subsidiary thereof, shall (i) have a term not exceeding five years from the date of grant and (ii) shall have an option price per share of not less than 110% of the fair market value of the Company’s Common Stock on the date the incentive stock option is granted (determined in accordance with the second sentence of Section 5(b)).

Section 6. Stock Appreciation Rights.

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

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

(c) Stock Appreciation Rights shall be subject to Section 5 and such other terms and conditions which are not inconsistent with the Plan as shall from time to time be approved by the Committee and reflected in the applicable Option Agreement (or in a separate document, which shall be considered for purposes of the Plan to be incorporated into and part of the applicable Option Agreement), and to the following terms and conditions.

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

(ii) [Reserved]

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

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

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

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

(a) Issuance of Restricted Stock. The Committee shall determine the manner in which Restricted Stock shall be held during the period it is subject to restrictions. The Committee shall not have the discretionary authority to accelerate or delay issuance of shares of Restricted Stock that constitute a deferral of compensation within the meaning of Section 409A of the Code, except to the extent that such acceleration or delay may, in the discretion of the Committee, be effected in a manner that will not cause any person to incur taxes, interest or penalties under Section 409A of the Code (“Section 409A Compliance”).

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

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

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

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

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

Section 8. Adjustment in Event of Change in Stock. Subject to Section 9, in the event of a stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall 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

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

Section 9. Effect of a Change of Control.

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

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

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

(ii) The Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options, Stock Appreciation Rights or Restricted Stock awards that do not constitute a deferral of

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compensation within the meaning of Section 409A of the Code, and pay to the holders thereof, in cash, the value of such awards based upon the highest price per share of Company Common Stock received or to be received by other stockholders of the Company in connection with the Change of Control.

(iii) Issuance of any outstanding Restricted Stock awards that constitute a deferral of compensation within the meaning of Section 409A of the Code shall not be accelerated.

Section 10. Amendment and Discontinuance.

(a) The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not (except as provided in Section 8), without further approval of the stockholders, (i) increase the aggregate number of shares with respect to which awards may be made under the Plan; (ii) change the manner of determining the Option Price (other than determining the fair market value of the Common Stock to conform with applicable provisions of the Code or regulations and interpretations thereunder); (iii) extend the term of the Plan or the maximum period during which any Option may be exercised or (iv) make any other change which, in the absence of stockholder approval, would cause awards granted under the Plan which are then outstanding, or which may be granted in the future, to fail to meet the exemptions provided by Rule 16b-3 under the Exchange Act and Section 162(m) of the Code. No amendments, revision or discontinuance of the Plan shall, without the consent of an optionee or a recipient of a Restricted Stock award, in any manner adversely affect his or her rights under any Option theretofore granted under the Plan. No amendments, revision or discontinuance of the Plan shall, without the consent of an optionee, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock underlying a Restricted Stock award unless the Board or the Committee determines, in its discretion, to accelerate issuance and such acceleration may be effected in a manner that will result in Section 409A Compliance.

(b) Notwithstanding anything in Section 10(a) to the contrary, the Committee shall have the right to unilaterally amend, modify or discontinue the Plan, or any provision of the Plan, any Option Agreement, Stock Appreciation Right award agreement or Restricted Stock award agreement or any provision of an Option Agreement, Stock Appreciation Right award agreement or Restricted Stock award agreement and, in each case, without the consent of any optionee, provided such amendment, modification or discontinuance is necessary or desirable to comply with applicable law. With respect to any Restricted Stock award that constitutes a deferral of compensation within the meaning of Section 409A of the Code, any such amendment, modification or discontinuance must be necessary to ensure Section 409A Compliance and be effected in a manner that will result in Section 409A Compliance. With respect to any Option, any Stock Appreciation Right award or any Restricted Stock award that does not constitute a deferral of compensation within the meaning of Section 409A of the Code, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section 10(b) shall be final, conclusive and binding on all persons.

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Section 11. Effective Date and Duration. The Plan was adopted by the Board of Directors of the Company on January 25, 1996, subject to approval by the stockholders of the Company at a meeting to be held in April 1996. The Plan was further amended on November 19, 2007 for purposes of Section 409A. Neither the Plan nor any Option or Stock Appreciation Right or Restricted Stock award shall become binding until the Plan is approved by a vote of the stockholders in a manner which complies with Rule 16b-3 promulgated pursuant to the Exchange Act and Sections 162(m) and 422(b)(1) of the Code. No Option may be granted and no stock may be awarded under the Plan before January 25, 1996 nor after January 24, 2006.

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

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

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

References herein to sections are references to sections of the Plan, unless otherwise provided.

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EX-10.9

Exhibit 10.9

Wyeth

1999 STOCK INCENTIVE PLAN

(As approved by stockholders on April 22, 1999 and as amended through December 5, 2007)

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

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

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

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

Directors, under such conditions and limitations as the Board of Directors or the Committee may from time to time establish, except that only the Committee may make any determinations regarding awards to participants who are subject to Section 16 of the Exchange Act.

Section 3. Number of Shares. The total number of shares which may be sold or awarded under the Plan and with respect to which Stock Appreciation Rights may be exercised shall not exceed 65,000,000 shares of the Company’s Common Stock. The total number of shares which may be sold or awarded under the Plan to any optionee (hereinafter defined), including shares for which Stock Appreciation Rights may be exercised, shall not exceed 10% of such number, as and if adjusted, over the life of the Plan. The shares may be authorized and unissued or issued and reacquired shares, as the Board of Directors from time to time may determine. Shares with respect to which Options or Stock Appreciation Rights are not exercised prior to termination of the Option and shares that are part of a Restricted Stock award which are forfeited before the restrictions lapse shall be available for Options and Stock Appreciation Rights thereafter granted and for Restricted Stock thereafter awarded under the Plan, to the fullest extent permitted by Rule 16b-3 under the Exchange Act (if applicable at the time).

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

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

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

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

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

(d) Payment. The Option Price multiplied by the number of shares to be purchased by exercise of the Option shall be paid upon the exercise thereof. Unless the terms of an Option provide to the contrary, upon exercise, the aggregate Option Price shall be payable by delivering

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

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

(f) Exercise of Option. Options granted under the Plan may be exercised during the period and in accordance with the conditions set forth in the Plan and the applicable Option Agreement; provided, however, that (i) no option granted under the Plan may be exercisable earlier than the later of (A) one year from the date of grant or (B) the date on which the optionee completes two years of continuous employment with the Company or one or more of its subsidiaries, and (ii) in the event of an optionee’s death, Retirement (as defined below) or Disability (as defined below), any options held by such optionee shall become exercisable on his or her Retirement date, the date his or her employment terminates on account of Disability or the date of his or her death provided he or she has been in the continuous employment of the Company or one or more of its subsidiaries for at least two years at such time. No Option may be exercised after it is terminated as provided in paragraph (g) of this Section, and no Option may be exercised unless the optionee is then employed by the Company or any of its subsidiaries and shall have been continuously employed by the Company or one or more of such subsidiaries since the date of the grant of his or her Option, except (x) as provided in paragraph (g) of this Section, and (y) in the case of the optionee’s Retirement or Disability (in which case the optionee may exercise the Option to the extent he or she was entitled to exercise it at the time of such termination or such shorter period as may be provided in the Option Agreement) or death (in which case the Option may be exercised by the optionee’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to exercise such Option to the extent the optionee was entitled to exercise it at the time of his or her death). As used in this Section 5, “Retirement” shall mean termination of the optionee’s full-time employment on or after the earliest retirement age under any qualified retirement plan of the Company or its subsidiaries which covers the optionee, or age 55 with 5 continuous years of such employment if there is no such plan and “Disability” shall mean termination of the optionee’s full-time employment for reason of disability for purposes of at least one qualified

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retirement plan or long term disability plan maintained by the Company or its subsidiaries in which the optionee participates. Non-qualified stock options and incentive stock options may be exercised regardless of whether or not other Options granted to the optionee pursuant to the Plan are outstanding or whether or not other stock options granted to the optionee pursuant to any other plan are outstanding.

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

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

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

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

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

Notwithstanding the above, no Option shall be exercisable after termination of employment unless the optionee shall have, during the entire time period in which his or her Options are exercisable, (a) refrained from becoming or serving as an officer, director, partner or employee of any individual proprietorship, partnership or corporation, or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to, and otherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company or, if occurring before termination of employment, would have otherwise constituted deliberate gross misconduct for purposes of Section 5(g)(iii). If these conditions are not fulfilled, the optionee shall forfeit all rights to any unexercised Option as of the date of the breach of the condition.

(h) Non-transferability of Options and Stock Appreciation Rights. Options and Stock Appreciation Rights shall not be transferable by the optionee other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall during his or her lifetime be exercisable only by the optionee; provided, however, that the Committee may, in its

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

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

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

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

Section 6. Stock Appreciation Rights.

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

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

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(c) Stock Appreciation Rights shall be subject to Section 5 and such other terms and conditions which are not inconsistent with the Plan as shall from time to time be approved by the Committee and reflected in the applicable Option Agreement (or in a separate document, which shall be considered for purposes of the Plan to be incorporated into and part of the applicable Option Agreement), and to the following terms and conditions.

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

(ii) [Reserved]

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

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

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

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

(a) Issuance of Restricted Stock. The Committee shall determine the manner in which Restricted Stock shall be held during the period it is subject to restrictions. The Committee shall not have the discretionary authority to accelerate or delay issuance of shares of Restricted Stock that constitute a deferral of compensation within the meaning of Section 409A of the Code, except to the extent that such acceleration or delay may, in the discretion of the Committee, be effected in a manner that will not cause any person to incur taxes, interest or penalties under Section 409A of the Code (“Section 409A Compliance”).

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

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

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

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

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

Section 8. Adjustment in Event of Change in Stock. Subject to Section 9, in the event of a stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall 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 optionee’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that any such adjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; and provided, further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 8, any new shares or units issued to the optionee 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.

Section 9. Effect of a Change of Control.

(a) For purposes of this Section 9, “Change of Control” shall, unless the Board of Directors of the Company otherwise directs by resolution adopted prior thereto or, in the case of a particular award, the applicable award agreement states otherwise, be deemed to occur if (i) any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board of Directors of the Company at the beginning of such

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period cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally prior to said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. As used herein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the Company and (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such controlled entity.

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

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

(ii) The Committee may, in its discretion and upon at least ten days advance notice to the affected persons, cancel any outstanding Options, Stock Appreciation Rights or Restricted Stock awards that do not constitute a deferral of compensation within the meaning of Section 409A of the Code and pay to the holders thereof, in cash, the value of such awards based upon the highest price per share of Company Common Stock received or to be received by other stockholders of the Company in connection with the Change of Control; and

(iii) Issuance of any outstanding Restricted Stock awards that constitute a deferral of compensation within the meaning of Section 409A of the Code shall not be accelerated.

Section 10. Amendment and Discontinuance.

(a) The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not (except as provided in Section 8), without further approval of the stockholders, (i) increase the aggregate number of shares with respect to which awards may be made under the Plan; (ii) change the manner of determining the Option Price (other than determining the fair market value of the Common Stock to conform with applicable provisions of the Code or regulations and interpretations thereunder); (iii) extend the term of the Plan or the maximum period during which any Option may be exercised or (iv) make any other change which, in the absence of stockholder approval, would cause awards granted under the Plan which are then outstanding, or which may be granted in the future, to fail to meet the exemptions provided by Section 162(m) of the Code. No amendments, revision or

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discontinuance of the Plan shall, without the consent of an optionee or a recipient of a Restricted Stock award, in any manner adversely affect his or her rights under any Option theretofore granted under the Plan. No amendments, revision or discontinuance of the Plan shall, without the consent of an optionee, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock underlying a Restricted Stock award unless the Board or the Committee determines, in its discretion, to accelerate issuance and such acceleration may be effected in a manner that will result in Section 409A Compliance.

(b) Notwithstanding anything in Section 10(a) to the contrary, the Committee shall have the right to unilaterally amend, modify or discontinue the Plan, or any provision of the Plan, any Option Agreement, Stock Appreciation Right award agreement or Restricted Stock award agreement or any provision of an Option Agreement, Stock Appreciation Right award agreement or Restricted Stock award agreement and, in each case, without the consent of any optionee, provided such amendment, modification or discontinuance is necessary or desirable to comply with applicable law. With respect to any Restricted Stock award that constitutes a deferral of compensation within the meaning of Section 409A of the Code, any such amendment, modification or discontinuance must be necessary to ensure Section 409A Compliance and be effected in a manner that will result in Section 409A Compliance. With respect to any Option or any Stock Appreciation award or any Restricted Stock award that does not constitute a deferral of compensation within the meaning of Section 409A of the Code, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section 10(b) shall be final, conclusive and binding on all persons.

Section 11. Effective Date and Duration. The Plan was adopted by the Board of Directors of the Company on January 28, 1999, subject to approval by the stockholders of the Company at a meeting to be held in April 1999. The Plan was further amended on November 19, 2007 for purposes of Section 409A. Neither the Plan nor any Option or Stock Appreciation Right or Restricted Stock award shall become binding until the Plan is approved by a vote of the stockholders in a manner which complies with Sections 162(m) and 422(b)(1) of the Code. No Option may be granted and no stock may be awarded under the Plan before January 28, 1999 nor after January 27, 2009.

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

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

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

References herein to sections are references to sections of the Plan, unless otherwise provided.

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EX-10.10

Exhibit 10.10

Wyeth

2002 STOCK INCENTIVE PLAN

(Approved by stockholders on April 25, 2002 and as amended through December 5, 2007)

Section 1. Purpose. The purpose of the 2002 Stock Incentive Plan (the “Plan”) is to provide favorable opportunities for officers and other key employees of Wyeth (the “Company”) and its subsidiaries to acquire shares of Common Stock of the Company or to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for these employees to contribute to the future success and prosperity of the Company, thus enhancing the value of the stock for the benefit of the stockholders, and increase the ability of the Company to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained progress, growth and profitability depend.

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

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

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

Section 3. Number of Shares. The total number of shares which may be sold or awarded under the Plan and with respect to which Stock Appreciation Rights may be exercised shall not exceed 65,000,000 shares of the Company’s Common Stock. The total number of shares which may be sold or awarded under the Plan to any optionee (hereinafter defined), including shares for which Stock Appreciation Rights may be exercised, shall not exceed 10% of such number, as and if adjusted, over the life of the Plan. The shares may be authorized and unissued or issued and reacquired shares, as the Board of Directors from time to time may determine. Shares with respect to which Options or Stock Appreciation Rights are not exercised prior to termination of the Option and shares that are part of a Restricted Stock award which are forfeited before the restrictions lapse shall be available for Options and Stock Appreciation Rights thereafter granted and for Restricted Stock thereafter awarded under the Plan, to the fullest extent permitted by Rule 16b-3 under the Exchange Act (if applicable at the time).

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

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

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

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

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

(d) Payment. The Option Price multiplied by the number of shares to be purchased by exercise of the Option shall be paid upon the exercise thereof. Unless the terms of an Option provide to the contrary, upon exercise, the aggregate Option Price shall be payable by delivering to the Company (i) cash equal to such aggregate Option Price, (ii) shares of the Company’s

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

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

(f) Exercise of Option. Options granted under the Plan may be exercised during the period and in accordance with the conditions set forth in the Plan and the applicable Option Agreement; provided, however, that (i) no option granted under the Plan may be exercisable earlier than the later of (A) one year from the date of grant or (B) the date on which the optionee completes two years of continuous employment with the Company or one or more of its subsidiaries, and (ii) in the event of an optionee’s death, Retirement (as defined below) or Disability (as defined below), any options held by such optionee shall become exercisable on his or her Retirement date, the date his or her employment terminates on account of Disability or the date of his or her death provided he or she has been in the continuous employment of the Company or one or more of its subsidiaries for at least two years at such time. No Option may be exercised after it is terminated as provided in paragraph (g) of this Section, and no Option may be exercised unless the optionee is then employed by the Company or any of its subsidiaries and shall have been continuously employed by the Company or one or more of such subsidiaries since the date of the grant of his or her Option, except (x) as provided in paragraph (g) of this Section, and (y) in the case of the optionee’s Retirement or Disability (in which case the optionee may exercise the Option to the extent he or she was entitled to exercise it at the time of such termination or such shorter period as may be provided in the Option Agreement) or death (in which case the Option may be exercised by the optionee’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to exercise such Option to the extent the optionee was entitled to exercise it at the time of his or her death). As used in this Section 5, “Retirement” shall mean termination of the optionee’s full-time employment on or after the earliest retirement age under any qualified retirement plan of the Company or its subsidiaries which covers the optionee, or age 55 with 5 continuous years of such employment if there is no such plan and “Disability” shall mean termination of the optionee’s full-time employment for reason of disability for purposes of at least one qualified retirement plan or long term disability plan maintained by the Company or its subsidiaries in which the optionee

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participates. Non-qualified stock options and incentive stock options may be exercised regardless of whether other Options granted to the optionee pursuant to the Plan are outstanding or whether other stock options granted to the optionee pursuant to any other plan are outstanding.

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

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

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

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

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

Notwithstanding the above, no Option shall be exercisable after termination of employment unless the optionee shall have, during the entire time period in which his or her Options are exercisable, (a) refrained from becoming or serving as an officer, director, partner or employee of any individual proprietorship, partnership or corporation, or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to, and otherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company or, if occurring before termination of employment, would have otherwise constituted deliberate gross misconduct for purposes of Section 5(g)(iii). If these conditions are not fulfilled, the optionee shall forfeit all rights to any unexercised Option as of the date of the breach of the condition.

(h) Non-transferability of Options and Stock Appreciation Rights. Options and Stock Appreciation Rights shall not be transferable by the optionee other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall during his or her lifetime be exercisable only by the optionee; provided, however, that the Committee may, in its sole discretion, allow for transfer of Options (other than incentive stock options, unless such

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

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

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

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

Section 6. Stock Appreciation Rights.

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

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

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(c) Stock Appreciation Rights shall be subject to Section 5 and such other terms and conditions which are not inconsistent with the Plan as shall from time to time be approved by the Committee and reflected in the applicable Option Agreement (or in a separate document, which shall be considered for purposes of the Plan to be incorporated into and part of the applicable Option Agreement), and to the following terms and conditions.

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

(ii) [Reserved]

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

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

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

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

(a) Issuance of Restricted Stock. The Committee shall determine the manner in which Restricted Stock shall be held during the period it is subject to restrictions. The Committee shall not have the discretionary authority to accelerate or delay issuance of shares of Restricted Stock that constitute a deferral of compensation within the meaning of Section 409A of the Code, except to the extent that such acceleration or delay may, in the discretion of the Committee, be effected in a manner that will not cause any person to incur taxes, interest or penalties under Section 409A of the Code (“Section 409A Compliance”).

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

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

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

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

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

Section 8. Adjustment in Event of Change in Stock. Subject to Section 9, in the event of a stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall 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 optionee’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that any such adjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; and provided, further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 8, any new shares or units issued to the optionee 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.

Section 9. Effect of a Change of Control.

(a) For purposes of this Section 9, “Change of Control” shall, unless the Board of Directors of the Company otherwise directs by resolution adopted prior thereto or, in the case of a particular award, the applicable award agreement states otherwise, be deemed to occur if (i) any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board of Directors of the Company at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the

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nomination for election by the Company’s stockholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally prior to said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. As used herein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the Company and (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such controlled entity.

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

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

(ii) The Committee may, in its discretion and upon at least ten days advance notice to the affected persons, cancel any outstanding Options, Stock Appreciation Rights or Restricted Stock awards that do not constitute a deferral of compensation within the meaning of Section 409A of the Code, and pay to the holders thereof, in cash, the value of such awards based upon the highest price per share of Company Common Stock received or to be received by other stockholders of the Company in connection with the Change of Control; and

(iii) Issuance of any outstanding Restricted Stock awards that constitute a deferral of compensation within the meaning of Section 409A of the Code shall not be accelerated.

Section 10. Amendment and Discontinuance.

(a) The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not (except as provided in Section 8), without further approval of the stockholders, (i) increase the aggregate number of shares with respect to which awards may be made under the Plan; (ii) change the manner of determining the Option Price (other than determining the fair market value of the Common Stock to conform with applicable provisions of the Code or regulations and interpretations thereunder); (iii) extend the term of the Plan or the maximum period during which any Option may be exercised or (i) make any other change which, in the absence of stockholder approval, would cause awards granted under the Plan which are then outstanding, or which may be granted in the future, to fail to meet the exemptions provided by Section 162(m) of the Code. No amendments, revision or discontinuance of the Plan shall, without the consent of an optionee or a recipient of a Restricted

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Stock award in any manner adversely affect his or her rights under any Option theretofore granted under the Plan. No amendments, revisions or discontinuance of the Plan shall, without the consent of an optionee, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock underlying a Restricted Stock award unless the Board or the Committee determines, in its discretion, to accelerate issuance and such acceleration may be effected in a manner that will result in Section 409A Compliance.

(b) Notwithstanding anything in Section 10(a) to the contrary, the Committee shall have the right to unilaterally amend, modify or discontinue the Plan or any provision of the Plan, any Option Agreement, Stock Appreciation Right award agreement or Restricted Stock award agreement or any provision of an Option Agreement, Stock Appreciation Right award agreement or Restricted Stock award agreement and, in each case, without the consent of any optionee, provided such amendment, modification or discontinuance is necessary or desirable to comply with applicable law. With respect to any Restricted Stock award that constitutes a deferral of compensation within the meaning of Section 409A of the Code, any such amendment, modification or discontinuance must be necessary to ensure Section 409A Compliance and be effected in a manner that will result in Section 409A Compliance. With respect to any Option, any Stock Appreciation Right or any Restricted Stock award that does not constitute a deferral of compensation within the meaning of Section 409A of the Code, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section 10(b) shall be final, conclusive and binding on all persons.

Section 11. Effective Date and Duration. The Plan was adopted by the Board of Directors of the Company on January 31, 2002, subject to approval by the stockholders of the Company at a meeting to be held in April 2002. The Plan was further amended on November 19, 2007 for purposes of Section 409A. Neither the Plan nor any Option or Stock Appreciation Right or Restricted Stock award shall become binding until the Plan is approved by a vote of the stockholders in a manner which complies with Sections 162(m) and 422(b)(1) of the Code. No Option may be granted and no stock may be awarded under the Plan before January 31, 2002 nor after January 31, 2012.

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

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

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

References herein to sections are references to sections of the Plan, unless otherwise provided.

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EX-10.11

Exhibit 10.11

Wyeth

2005 AMENDED AND RESTATED STOCK INCENTIVE PLAN

(Including amendments through December 5, 2007)

Section 1. Purpose. The purpose of the 2005 Amended and Restated Stock Incentive Plan (the “Plan”) is to provide favorable opportunities for officers and other key employees (“Participants”) of Wyeth (the “Company”) and its subsidiaries to acquire shares of Common Stock of the Company and to benefit from the appreciation thereof. Such opportunities should provide an increased incentive for Participants to contribute to the future success and prosperity of the Company, thus enhancing the value of the stock for the benefit of the stockholders, and increase the ability of the Company to attract and retain individuals of exceptional skill upon whom, in large measure, its sustained progress, growth and profitability depend. It is the further purpose of this Plan to permit the granting of awards that will constitute performance-based compensation for certain executive officers, as described in Section 162(m) of the Internal Revenue Code of 1986, as amended and the applicable rulings and regulations thereunder (the “Code”), (“162(m) Awards”).

Pursuant to the Plan, options to purchase the Company’s Common Stock (“Options”) and Restricted Stock (as defined in Section 6) may be granted to Participants by the Company. Options granted under the Plan may be either incentive stock options, as defined in Section 422(b) of the Code herein referred to as “incentive stock options,” or options which do not meet the requirements of Section 422(b) of the Code, herein referred to as “non-qualified stock options.”

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

Section 2. Administration. The Plan shall be administered by a Compensation and Benefits Committee (the “Committee”) consisting of two or more members of the Board of Directors of the Company (the “Board”), each of whom shall meet the requirements for (i) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) an “outside director” within the meaning of Section 162(m) of the Code and (iii) an “independent director” under the New York Stock Exchange listing rules and any other required independence standards. The Committee shall have full authority to grant Options and Restricted Stock, to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations of management. The decisions of the Committee shall be binding and conclusive for all purposes and upon all persons unless and except to the extent that the Board shall have previously directed that all or specified types of decisions of the Committee shall be subject to approval by the Board. Notwithstanding the

foregoing and anything else in the Plan to the contrary, the Committee, in its sole discretion, may delegate the Committee’s authority and duties under the Plan to the Chief Executive Officer of the Company, or to any other committee, in either case to the extent permitted under applicable law, under such conditions and limitations as the Board or the Committee may from time to time establish, except that only the Committee may make any determinations regarding awards to Participants who are subject to Section 16 of the Exchange Act or Section 162(m) of the Code or which by law may not be delegated.

Section 3. Number of Shares. The total number of shares which may be sold or awarded under the Plan shall not exceed 45 million shares of the Company’s Common Stock, of which up to 6 million may be granted as Restricted Stock. The total number of shares for which Options may be granted under the Plan to any Participant during any one fiscal year of the Company shall not exceed 4.5 million. The total number of shares for which Restricted Stock awards that are intended to be 162(m) Awards may be granted under the Plan to any Participant during any one fiscal year of the Company shall not exceed 600,000, and the maximum number of shares that could be issued in respect of a 162(m) Award shall be two times that limit. The shares may be authorized and unissued or issued and reacquired shares, as the Board from time to time may determine. Shares with respect to which Options are not exercised prior to termination of the Option, or that are part of a Restricted Stock award that is forfeited before the restrictions lapse, shall again be available for Options and Restricted Stock thereafter granted under the Plan, to the fullest extent permitted by law.

Section 4. Participation. The Committee may, from time to time, grant Options and Restricted Stock to Participants and shall determine the number of shares subject to each grant.

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

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

(b) Option Price. The option price per share (the “Option Price”), shall not be less than 100% of the Fair Market Value of a share of the Company’s Common Stock on the date the Option is granted. Fair Market Value of the Common Stock as of any date, shall be deemed to be the closing price of the Common Stock on the Consolidated Transaction Reporting System on such date or if such date is not a trading day, on the most recent trading day prior to such date. Once granted, except as provided in Section 7, the Option Price of outstanding Options may not be reduced, whether by repricing exchange or otherwise.

(c) Date of Grant. The date of grant of an Option shall be the date when the Committee meets and awards such Option, or such later date as the Committee shall designate.

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(d) Payment. The Option Price multiplied by the number of shares to be purchased by exercise of an Option shall be paid upon the exercise thereof. Unless the terms of an Option provide to the contrary, upon exercise, the aggregate Option Price shall be payable (i) in cash equal to such aggregate Option Price, (ii) in shares of the Company’s Common Stock owned by the Participant (which, for so long as necessary to avoid adverse accounting treatment, must have been held by the Participant at least six months) having a Fair Market Value on the day immediately preceding the date of exercise at least equal to such aggregate Option Price, (iii) a combination of the above methods, or (iv) by any other means approved by the Committee, including under any approved cashless exercise mechanism. Payment of the aggregate Option Price shall be made and received by the Company prior to the delivery of the shares as to which the Option was exercised. The right to deliver, in full or partial payment of the Option Price, any consideration other than cash shall be limited to such frequency as the Committee shall determine in its absolute discretion. A Participant shall have none of the rights of a stockholder with respect to an Option until the shares of Common Stock underlying such Option are issued to him or her. In order to be validly exercised, the aggregate Option Price and all necessary exercise documentation must be submitted to the Company or its designated agent not later than the close of trading on the date of expiration of the Option or, if such date is not a trading day, the close of trading on the last trading day prior to the date of expiration of the Option.

(e) Term of Options. Each Option granted pursuant to the Plan shall be for the term specified in the applicable option agreement (the “Option Agreement”).

(f) Exercise of Option. Unless otherwise provided in the applicable Option Agreement, (i) no Option granted under the Plan may be exercisable earlier than the later of (A) one year from the date of grant or (B) the date on which the Participant completes two years of continuous employment with the Company or one or more of its subsidiaries, and (ii) in the event of a Participant’s death, Retirement (as defined below) or Disability (as defined below), any Options held by such Participant shall become exercisable on his or her Retirement date, the date his or her employment terminates on account of Disability or the date of his or her death provided he or she has been in the continuous employment of the Company or one or more of its subsidiaries for at least two years at such time. No Option may be exercised after it is terminated as provided in paragraph (g) of this Section, and no Option may be exercised unless the Participant is then employed by the Company or any of its subsidiaries and shall have been continuously employed by the Company or one or more of such subsidiaries since the date of the grant of his or her Option, except (x) as provided in paragraph (g) of this Section, and (y) in the case of the Participant’s Retirement or Disability (in which case the Participant may exercise the Option to the extent he or she was entitled to exercise it at the time of such termination or such shorter period as may be provided in the Option Agreement) or death (in which case the Option may be exercised by the Participant’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to exercise such Option to the extent the Participant was entitled to exercise it at the time of his or her death). As used in this Section 5, “Retirement” shall mean termination of the Participant’s full-time employment on or after the earliest retirement age under any qualified retirement plan of the Company or its subsidiaries

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which covers the Participant, or age 55 with 5 continuous years of such employment if there is no such plan, and “Disability” shall mean termination of the Participant’s full-time employment for reason of disability for purposes of at least one qualified retirement plan or long term disability plan maintained by the Company or its subsidiaries in which the Participant participates. Non-qualified stock options and incentive stock options may be exercised regardless of whether other Options granted to the Participant pursuant to the Plan are outstanding or whether other stock options granted to the Participant pursuant to any other plan are outstanding.

(g) Termination of Options. Unless otherwise provided in the applicable Option Agreement, an Option, to the extent not validly exercised, shall terminate at the end of its stated term or, if earlier, upon the occurrence of the first of the following events:

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

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

(iii) Concurrently with the time of a Participant’s voluntary termination of his or her employment with the Company or one of its subsidiaries for reasons other than Retirement or Disability.

Notwithstanding the above, no Option shall be exercisable after termination of employment unless the Participant shall have, for the entire time period during which his or her Options were exercisable, (a) refrained from becoming or serving as an officer, director, partner or employee of any individual proprietorship, partnership or corporation, or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to, and otherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company or, if occurring before termination of employment, would have otherwise constituted deliberate gross misconduct for purposes of Section 5(g)(ii). If these conditions are not fulfilled, the Participant shall forfeit all rights to any unexercised Option as of the date of the breach of the condition.

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(h) Non-transferability of Options. Options shall not be transferable by the Participant other than by will or the laws of descent and distribution, and Options shall during his or her lifetime be exercisable only by the Participant; provided, however, that the Committee may, in its sole discretion, allow for transfer of Options (other than incentive stock options, unless such transferability would not adversely affect incentive stock option tax treatment) but only for estate planning purposes.

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

(j) Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value of the Company’s Common Stock, determined at the time of grant, with respect to which incentive stock options granted under this or any other Plan of the Company are exercisable for the first time by a Participant during any calendar year exceeds $100,000, or such other amount as may be permitted under the Code, such excess shall be considered non-qualified stock options.

Notwithstanding anything in the Plan to the contrary, any incentive stock option granted to any Participant who, at the time of grant, is the owner, directly or indirectly, of stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any subsidiary thereof, shall (i) have a term not exceeding five years from the date of grant and (ii) shall have an Option Price of not less than 110% of the Fair Market Value of the Company’s Common Stock on the date the incentive stock option is granted.

Section 6. Restricted Stock Awards. The Committee may, in its sole discretion, from time to time, make awards of shares of the Company’s Common Stock or awards of units representing shares of the Company’s Common Stock, to Participants in such quantity, and on such terms, conditions and restrictions (whether based on performance standards, periods of service or otherwise) as the Committee shall establish (“Restricted Stock”). Notwithstanding the foregoing sentence, any award of Restricted Stock that is intended to be a 162(m) Award shall be subject to restrictions based on performance standards related to earnings, adjusted earnings or net income per share of Common Stock of the Company, price per share of Common Stock of the Company, return on equity or total shareholder return of the Company’s Common Stock, pre-tax profits, return on assets or invested capital, sales, operating income, cash flow measures, operating or profit margins, working capital measures, market share, income before taxes, net income, adjusted net income, revenue, cost reductions or any combination of the foregoing. Such performance goals may be based on the achievement of specified levels of Company performance or performance of one or more divisions of the Company or performance relative to the performance of other corporations. The terms, conditions and restrictions of any Restricted Stock award, including 162(m) Awards, made under this Plan shall be set forth in an agreement or agreements between the Company and the Participant. The Committee retains the right to increase or decrease the amount of a Restricted Stock award based on the degree to which any

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performance goals are attained; provided, however, that with respect to a 162(m) Award, the Committee may not increase the amount of such award, but may reduce the amount of such award below the maximum amount that could be paid in its discretion.

(a) Issuance of Restricted Stock. The Committee shall determine the manner in which Restricted Stock shall be held during the period it is subject to restrictions. The Committee shall not have the discretionary authority to accelerate or delay issuance of shares of Restricted Stock that constitute a deferral of compensation within the meaning of Section 409 of the Code, except to the extent that such acceleration or delay may, in the discretion of the Committee, be effected in a manner that will not cause any person to incur taxes, interest or penalties under Section 409A of the Code (“Section 409A Compliance”).

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

(c) Restriction on Transferability. No Restricted Stock award may be assigned or transferred, pledged or sold prior to its delivery to a Participant or, in the case of a Participant’s death, to the Participant’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the Committee may, in its sole discretion, allow for transfer of a Restricted Stock award but only for estate planning purposes.

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

(e) Forfeiture of Restricted Stock. Subject to Section 6(f), all of the shares or units with respect to a Restricted Stock award shall be forfeited and all rights of the Participant with respect to such shares or units shall terminate unless the Participant continues to be employed by the Company or its subsidiaries until the expiration of the forfeiture period and the satisfaction of any other conditions set forth in the applicable award agreement.

(f) Waiver of Forfeiture Period. Notwithstanding any other provisions of the Plan, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any award agreement under certain circumstances (including the death, Disability or Retirement (as defined in the applicable Restricted Stock award

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agreement) of the Participant or a material change in circumstances arising after the date of an award) and subject to such terms and conditions (including forfeiture of a proportionate number of the restricted shares) as the Committee shall deem appropriate; provided, however, that discretion to waive the forfeiture period shall not apply to any 162(m) Awards. With respect to 162(m) Awards, the Committee shall have the right to provide in the applicable award agreement that the Restricted Stock shall be paid in the event of death, Disability or Retirement (as defined in the applicable Restricted Stock award agreement) of the Participant if the Committee certifies that the applicable performance criteria have been satisfied, provided that in no event shall such 162(m) Award be paid prior to the date such 162(m) Award would have been paid had the Participant remained employed by the Company.

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; provided, that any adjustments made to a Restricted Stock award that is intended to be a 162(m) Award shall be made in such a manner that the requirements of the exception to Code Section 162(m) continue to be satisfied.

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Section 8. Effect of a Change of Control.

(a) For purposes of this Section 8, “Change of Control” shall unless the Board of Directors of the Company otherwise directs by resolution adopted prior thereto or, in the case of a particular award, the applicable award agreement states otherwise, be deemed to occur if (i) any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of Common Stock or the combined voting power of the Company’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board of Directors of the Company at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director was approved by a vote of at least three-quarters of the directors then still in office who were directors at the beginning of the period or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally prior to said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. As used herein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the Company and (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such controlled entity.

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

(i) Notwithstanding any vesting schedule, or any other limitation on exercise or vesting, all outstanding Options shall immediately become 100% vested and exercisable, and the restrictions shall expire immediately with respect to 100% of all outstanding Restricted Stock awards; and

(ii) The Committee may, in its discretion and upon at least ten days advance notice to the affected persons, cancel any outstanding Options or Restricted Stock awards that do not constitute a deferral of compensation within the meaning of Section 409A of the Code, and pay to the holders thereof, in cash, the value of such Options or Restricted Stock awards based upon the highest price per share of Company Common Stock received or to be received by other stockholders of the Company in connection with the Change of Control; and

(iii) Issuance of any outstanding Restricted Stock awards that constitute a deferral of compensation within the meaning of Section 409A of the Code shall not be accelerated.

Section 9. Amendment and Discontinuance.

(a) The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not (except as provided in Section 7), without further approval of the stockholders, (i) increase the aggregate number of shares with respect to which awards may be made under the Plan; (ii) change the manner of determining the Option Price

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(other than determining the Fair Market Value of the Common Stock to conform with applicable provisions of the Code or regulations and interpretations thereunder); (iii) extend the term of the Plan or the maximum period during which any Option may be exercised or (iv) make any other change which, in the absence of stockholder approval, would be prohibited by the listing requirements of the national stock exchange on which the Common Stock is listed and traded, or would cause awards granted under the Plan which are then outstanding, or which may be granted in the future, and which are intended to be Section 162(m) Awards, to fail to meet the exemptions provided by Section 162(m) of the Code. No amendments, revision or discontinuance of the Plan shall, without the consent of a Participant, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock underlying a Restricted Stock award unless the Board or the Committee determines, in its discretion, to accelerate issuance and such acceleration may be effected in a manner that will result in Section 409A Compliance.

(b) Notwithstanding anything in Section 9(a) to the contrary, the Committee shall have the right to unilaterally amend, modify or discontinue the Plan, or any provision of the Plan, any Option Agreement or Restricted Stock award agreement or any provision of an Option Agreement or Restricted Stock award agreement and, in each case, without the consent of any Participant, provided such amendment, modification or discontinuance is necessary or desirable to comply with applicable law. With respect to any Restricted Stock award that constitutes a deferral of compensation within the meaning of Section 409A of the Code, any such amendment, modification or discontinuance must be necessary to ensure Section 409A Compliance and be effected in a manner that will result in Section 409A Compliance. With respect to any Option or any Restricted Stock award that does not constitute a deferral of compensation within the meaning of Section 409A of the Code, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section 9(b) shall be final, conclusive and binding on all persons.

Section 10. Effective Date and Duration. The Plan was originally adopted by the Board of Directors of the Company on March 3, 2005, subject to approval by the stockholders of the Company at a meeting held in April 2005. The Plan was approved at the April 2005 annual meeting. The Plan was amended and restated on January 25, 2007, and approved by the stockholders of the Company at a meeting held on April 26, 2007. The Plan was further amended on November 19, 2007 for purposes of Section 409A. No Option may be granted and no stock may be awarded under the Plan before March 3, 2005 nor after March 3, 2015.

Section 11. Tax Withholding. Notwithstanding any other provision of the Plan, the Company or its subsidiaries, as appropriate, shall have the right to deduct from all awards under the Plan cash and/or stock, valued at Fair Market Value on the date of payment, an amount necessary to satisfy all federal, state, foreign or local taxes as required by law to be withheld with respect to such awards. In the case of awards paid in the Company’s Common Stock, the Participant or permitted transferee may be required to pay to the Company or a subsidiary thereof, as appropriate, the amount of any such taxes which the Company or subsidiary is required to withhold, if any, with respect to such stock. Subject in particular cases to the disapproval of the Committee, the Company may accept shares of the Company’s Common Stock of equivalent fair market value in payment of such withholding tax obligations if the Participant elects to make payment in such manner.

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Section 12. Construction and Conditions. The Plan and Options and Restricted Stock granted thereunder shall be governed by and construed in accordance with the laws of the State of Delaware and in accordance with such federal law as may be applicable.

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

References herein to sections are references to sections of the Plan, unless otherwise provided.

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EX-10.22

Exhibit 10.22

WYETH

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE 1999 STOCK INCENTIVE PLAN

DATE OF GRANT: January 2, 2008

NUMBER OF SHARES SUBJECT

TO AWARD: 120,000

Bernard Poussot

The Company hereby awards you restricted stock units (the “Units”) representing shares of Common Stock in the amount set forth above. The Units are subject to the terms and restrictions set forth in the Plan and this Agreement. Each Unit corresponds to one share of Common Stock. The Units shall be converted into shares of Common Stock on the terms and conditions set forth herein. Capitalized words not otherwise defined in the text of this Agreement or in Paragraph 8 shall have the same meanings as in the Plan.

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

• You have received a copy of the Plan.

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

• The Committee has the right, without your consent, to amend or modify the terms of this Agreement, to the extent necessary to avoid adverse or unintended tax consequences to you under Section 409A, and such amendment or modification may be effected in a manner that will not result in adverse or unintended tax consequences to you under Section 409A. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

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

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

3. Conversion to Common Stock. As of each Anniversary Date, one-third of the Units shall be converted to Common Stock and issued to you, unless the Units have been forfeited or previously converted prior to such Anniversary Date in accordance with the terms of this Agreement.

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

(a) Issuance and Delivery; Stockholder Rights. All shares of Common Stock, if any, earned by you under this Agreement that are to be issued to you as of the Payment Date(s) shall be delivered either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock certificate representing such shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws. Upon such issuance, you shall be the record owner of such shares and shall be entitled to all of the rights of a stockholder of the Company with respect to such shares, including the right to vote and the right to receive dividends. Subject to Paragraph 6, the shares of Common Stock to be issued to you pursuant to this Agreement as of a Payment Date shall be delivered to you in a lump sum as soon as practicable after such Payment Date.

(b) Amounts to Be Withheld.

(i) FICA Tax Withholding. As of the date(s) on which Medicare and Social Security taxes with respect to the shares of Common Stock, if any, earned under this Agreement are due, the Company shall issue in your name and retain a sufficient number of shares of Common Stock earned under this Agreement to satisfy the (A) withholding obligation imposed on the Company with respect to Medicare and Social Security taxes due on the total number of shares of Common Stock earned under this Agreement and (B) the Company’s minimum federal, state, local and foreign income tax withholding obligations in respect of the income attributable to the shares issued to satisfy Medicare and Social Security taxes.

(ii) Income Tax and Administrative Fee Withholding. The number of shares of Common Stock that shall be issued and delivered to you as of the Payment Date(s) shall be (A) the number of such shares that would have been issued as of the Payment Date(s) in the absence of this Paragraph 4(b) minus (B) the number of shares of Common Stock necessary to satisfy (I) the minimum federal, state, local and foreign income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of shares of Common Stock as of the Payment Date(s), (II) the shares issued in your name pursuant to Paragraph 4(b)(i), (III) with respect to a U.S. Expatriate, the minimum federal, state and local tax withholding obligations pursuant to clauses (B)(I) and (B)(II) of this Paragraph 4(b)(ii) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (IV) the Administrative Fee determined in accordance with ANNEX A.

(iii) Fractional Amount. Notwithstanding anything in this Agreement to the contrary, to the extent the number of shares of Common Stock to be issued pursuant to Paragraph 4(b)(i) and Paragraph 4(b)(ii)(B), as the case may be, does not equal a whole number of shares, the Company shall increase the number of shares issued for purposes of Paragraph 4(b)(i) and Paragraph 4(b)(ii)(B), as the case may be, to the next whole number of shares. The Fractional Amount shall be (x) reported as ordinary income for

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the calendar year in which such shares are issued and (y) remitted by the Company to the taxing authorities on your behalf to be applied to the federal, state, local and foreign withholding obligations imposed on the Company with respect to compensation paid to you during the calendar year in which such shares are issued.

(iv) Valuation. The value of the shares referred to in this Paragraph 4(b) shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 4(b) and determining your income related to such award, on the basis of the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt.

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

5. Separation from Service Other than by Reason of Disability or Death. If you incur a Separation from Service prior to the Fifth Anniversary Date for any reason other than by reason of Disability or death, you shall forfeit all rights to all remaining Units granted hereunder that have not been converted into Common Stock prior to such Separation from Service, and such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such Separation from Service; provided, however, that the Committee may provide for a partial or complete exception to this forfeiture requirement as it deems equitable in its sole discretion.

6. Separation from Service by Reason of Disability or Death.

(a) Two Years of Continuous Employment. If you incur a Separation from Service (i) prior to the Fifth Anniversary Date by reason of Disability or death and (ii) as of the date of such Separation from Service, you have been in the continuous employment of the Company or one or more of its Affiliates for the two-year period ending on the date of such Separation from Service, the remaining Units granted hereunder that have not been converted into Common Stock prior to such Separation from Service shall be fully vested. The shares of Common Stock in settlement of such Units, if earned, shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, in a lump sum as of the tenth day of the month following the month in which you incur a Separation from Service by reason of Disability or death.

(b) Less than Two Years of Continuous Employment. If you incur a Separation from Service (i) prior to the Third Anniversary Date by reason of Disability or death and (ii) as of the

3

date of your Separation from Service, you have not been in the continuous employment of the Company or one or more of its Affiliates for the two-year period ending on such Separation from Service, you shall forfeit all rights to all remaining Units granted hereunder that have not been converted into Common Stock prior to such Separation from Service, and such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such Separation from Service.

7. Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the award granted hereby shall create any right to continue to be employed by the Company or its Affiliates, and your employment shall continue to be at will and terminable at will by the Company. In the event of a conflict between this Agreement and the Plan, the Plan shall govern; provided, however, that nothing in this Paragraph 7 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee or its delegates.

8. Definitions and Rules of Construction.

(a) Definitions.

“Applicable Transition Relief” means the following transition guidance, as applicable, with respect to the application of Section 409A: (i) I.R.S. Notice 2005-1, I.R.B. 274 (published as modified on January 6, 2005), (ii) Section XI.C. of the preamble to the proposed Treasury Regulations under Section 409A (70 F.R. 57930; October 4, 2005), (iii) I.R.S. Notice 2006-79, I.R.B. 2006-43, and (iv) I.R.S. Notice 2007-86, I.R.B. 2007-46.

“Agreement” means this Restricted Stock Unit Award Agreement under the Plan, including each annex attached hereto, which shall replace any other Restricted Stock Unit Award Agreements that were previously delivered to you with a Date of Grant that is the same as the Date of Grant indicated on the first page of this Agreement.

“Anniversary Date” means any of the Third Anniversary Date, the Fourth Anniversary Date and the Fifth Anniversary Date.

“Beneficiary” means one or more individuals or entities (including a trust or estate) designated by you to receive, in the event of your death, any shares of Common Stock earned and issuable to you pursuant to this Agreement. You may change your Beneficiary by submitting the appropriate form, as determined by the Committee, to the Record Keeper. The last such form submitted prior to your death with respect to the amounts awarded pursuant to this Agreement received by the Record Keeper shall supersede any prior such form submitted. In the event of your death, the Record Keeper shall attempt to locate your Beneficiary in the order presented on the appropriate Beneficiary designation form by taking one or more of the following actions: first, sending a letter by certified mail to the address of the Beneficiary indicated on the Beneficiary designation form, second, using the letter-forwarding service offered by the Internal Revenue Service or the Federal Social Security Administration and third,

4

taking any other action that the Committee deems appropriate. If 90 days after the last such action taken by the Record Keeper, the Record Keeper has not located your Beneficiary, or if you have no Beneficiary (whether due to the death of your Beneficiary or your failure to properly designate your Beneficiary on the appropriate form), your Beneficiary shall be your estate for purposes of issuing the shares of Common Stock due to you under this Agreement.

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

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

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

“Company” means Wyeth.

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

“Disability” means a disability for purposes of (i) a long-term disability plan maintained by the Company in which you participate or (ii) Social Security Disability Insurance (SSDI), as determined by the Social Security Administrator.

“Fifth Anniversary Date” means the date that is the fifth anniversary of the Date of Grant, which anniversary is, subject to Paragraph 6, the Payment Date as of which the third one-third of the shares of Common Stock are issued to you in accordance with the terms of this Agreement.

“Fourth Anniversary Date” means the date that is the fourth anniversary of the Date of Grant, which anniversary is, subject to Paragraph 6, the Payment Date as of which the second one-third of the shares of Common Stock are issued to you in accordance with the terms of this Agreement.

“Fractional Amount” means the cash amount equal to the difference between the value of the number of whole shares of Common Stock issued pursuant to Paragraph (4)(b)(i) and Paragraph (4)(b)(ii)(B), as the case may be, and the value of the number of whole and fractional shares of Common Stock required to be issued pursuant to Paragraph (4)(b)(i) and Paragraph (4)(b)(ii)(B), as the case may be. For purposes of this definition, the value of the shares of Common Stock shall be determined in accordance with Paragraph 4(b)(iv).

“Payment Date” means each Anniversary Date or such earlier date determined pursuant to Paragraph 6 as of which the shares of Common Stock are issued to you in accordance with the terms of this Agreement.

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

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

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

“Separation from Service” means a separation from service with the Company and its Affiliates for purposes of Section 409A, determined using the default provisions set forth in Treasury Regulation Section 1.409A-1(h) or the successor regulation thereto. Notwithstanding the foregoing, if a Participant would otherwise incur a Separation from Service in connection with a sale of assets of the Company, the Company shall retain the discretion with respect to the shares of Common Stock, if any, earned hereunder to determine whether a Separation from Service has occurred in accordance with Treasury Regulation Section 1.409A-1(h)(4) or the successor regulation thereto. For this purpose, Affiliate means any corporation included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) that includes the Company and any trade or business (whether or not incorporated) under common control with the Company (within the meaning of Section 414(c) of the Code), determined in accordance with the default provisions set forth in the applicable provisions of Section 409A.

“Specified Employee” means (a) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12 month period ending on December 31^st of a calendar year and (b) to the extent not otherwise included in (a) hereof, each of the top-100 paid individuals (based on taxable wages as reported in Box 1 of Form W-2 for the 12 month period ending on December 31^st of such calendar year plus amounts that would be included in wages for such 12 month period but for pre-tax deferrals to a tax-favored retirement plan or cafeteria plan or for qualified transportation benefits) who performed services for the Company at any time during the 12 month period ending on December 31^st of such calendar year. A Participant shall be treated as a “Specified Employee” for the 12 month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (a) or (b) of this definition is made.

“Third Anniversary Date” means the date that is the third anniversary of the Date of Grant, which anniversary is, subject to Paragraph 6, the Payment Date as of which the first one-third of the shares of Common Stock are issued to you in accordance with the terms of this Agreement.

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

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

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9. Compliance with Laws.

(a) General Rule. This Agreement shall be governed by the laws of the State of Delaware and any applicable laws of the United States. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Units or shares of Common Stock of the Company represented thereby pursuant to this Agreement unless and until the Company is advised by its counsel that the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, is in compliance with all applicable laws and regulations of governmental authority. To the extent any provision of the Plan or this Agreement or action by the Company involving you is deemed not to comply with applicable law (including, without limitation, other federal securities laws), issuance of such shares shall be delayed in a manner that will not result in the imposition on any person of adverse or unexpected tax consequences under Section 409A. In the event of such delay, the shares shall be issued as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as amended from time to time) or to take any other action in order to cause the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, to comply with any such law or regulation.

(b) Reservation of Rights. The Committee shall have the discretionary right (i) to amend, modify, cancel or rescind, without your consent, any of the terms and conditions of this Agreement to comply with any applicable law, regulation, ruling or other regulatory guidance and (ii) to amend or terminate the Plan, in each case, solely to the extent that the Committee determines, in its discretion, that any such action can be effected without the imposition on you or any other person of adverse or unintended tax consequences under Section 409A. The Committee shall not have the right to accelerate or delay the issuance of any shares of Common Stock earned under this Agreement, unless the Committee determines, in its discretion, that any such acceleration or delay can be effected without the imposition on you or any other person of adverse or unintended tax consequences under Section 409A.

10. Change of Control.

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

(b) No Deferral of Compensation. If, as of a Change of Control, your Units do not constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then 30 days after such Change of Control, the shares of Common Stock in settlement of such Units shall be issued, except as otherwise provided in Paragraph 10(d), to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, in a lump sum.

(c) Deferral of Compensation. If, as of a Change of Control, your Units constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then, solely to the extent that such Change of Control is a change of control event within the meaning of the applicable default provisions set forth in Treasury Regulation Section 1.409A-3(i)(5) (or the successor regulation thereto), the Committee may, in its discretion, terminate the Plan in

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accordance with Section 409A and, except as otherwise provided in Paragraph 10(d), issue in a lump sum to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, the shares of Common Stock then issuable to you pursuant to this Paragraph 10(c); provided, that, such issuance shall be at a time and in a manner that will not result in the imposition on you of adverse or unintended tax consequences under Section 409A.

(d) Cash in Lieu of Shares. In lieu of shares of Common Stock issuable pursuant to Paragraphs 10(b) and 10(c), as the case may be, the Committee may, in its sole discretion, distribute to you an amount, in cash, equal to the value of such shares determined in accordance with Plan provisions. Such amount shall be paid at the time specified in Paragraphs 10(b) and 10(c), as the case may be.

11. Effect of Acknowledgement. You must acknowledge receipt of this Agreement as soon as reasonably practicable by using the applicable procedure established by the Committee for such purpose.

WYETH
By:
	Treasurer

ACCEPTED AND AGREED TO:

Name (Please Print)

Signature

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ANNEX A

ADMINISTRATIVE FEE

Wyeth RSU

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

A-1

EX-10.23

Exhibit 10.23

WYETH

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH 2002 STOCK INCENTIVE PLAN

DATE OF GRANT: January 23, 2008

NUMBER OF SHARES SUBJECT

TO AWARD: [####]

Name

Address 1

Address 2

The Company hereby awards you restricted stock units (the “Units”) representing shares of Common Stock in the amount set forth above. The Units are subject to the terms and restrictions set forth in the Plan and this Agreement. Each Unit corresponds to one share of Common Stock. The Units shall be converted into shares of Common Stock on the terms and conditions set forth herein. Capitalized words not otherwise defined in the text of this Agreement or in Paragraph 8 shall have the same meanings as in the Plan.

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

• You have received a copy of the Plan.

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

• The Committee has the right, without your consent, to amend or modify the terms of this Agreement, to the extent necessary to avoid adverse or unintended tax consequences to you under Section 409A, and such amendment or modification may be effected in a manner that will not result in adverse or unintended tax consequences to you under Section 409A. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

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

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

3. Conversion to Common Stock. As of each Anniversary Date, one-third of the Units shall be converted to Common Stock and issued to you, unless the Units have been forfeited or previously converted prior to such Anniversary Date in accordance with the terms of this Agreement.

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

(a) Issuance and Delivery; Stockholder Rights. All shares of Common Stock, if any, earned by you under this Agreement that are to be issued to you as of the Payment Date(s) shall be delivered either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock certificate representing such shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws. Upon such issuance, you shall be the record owner of such shares and shall be entitled to all of the rights of a stockholder of the Company with respect to such shares, including the right to vote and the right to receive dividends. Subject to Paragraph 6, the shares of Common Stock to be issued to you pursuant to this Agreement as of a Payment Date shall be delivered to you in a lump sum as soon as practicable after such Payment Date.

(b) Amounts to Be Withheld.

(i) FICA Tax Withholding. As of the date(s) on which Medicare and Social Security taxes with respect to the shares of Common Stock, if any, earned under this Agreement are due, the Company shall issue in your name and retain a sufficient number of shares of Common Stock earned under this Agreement to satisfy the (A) withholding obligation imposed on the Company with respect to Medicare and Social Security taxes due on the total number of shares of Common Stock earned under this Agreement and (B) the Company’s minimum federal, state, local and foreign income tax withholding obligations in respect of the income attributable to the shares issued to satisfy Medicare and Social Security taxes.

(ii) Income Tax and Administrative Fee Withholding. The number of shares of Common Stock that shall be issued and delivered to you as of the Payment Date(s) shall be (A) the number of such shares that would have been issued as of the Payment Date(s) in the absence of this Paragraph 4(b) minus (B) the number of shares of Common Stock necessary to satisfy (I) the minimum federal, state, local and foreign income tax withholding obligations that are imposed on the Company by applicable law in respect of the issuance of shares of Common Stock as of the Payment Date(s), (II) the shares issued in your name pursuant to Paragraph 4(b)(i), (III) with respect to a U.S. Expatriate, the minimum federal, state and local tax withholding obligations pursuant to clauses (B)(I) and (B)(II) of this Paragraph 4(b)(ii) that would have been imposed on the Company as of the Payment Date(s) if the Participant were not a U.S. Expatriate, and (IV) the Administrative Fee determined in accordance with ANNEX A.

(iii) Fractional Amount. Notwithstanding anything in this Agreement to the contrary, to the extent the number of shares of Common Stock to be issued pursuant to Paragraph 4(b)(i) and Paragraph 4(b)(ii)(B), as the case may be, does not equal a whole number of shares, the Company shall increase the number of shares issued for purposes of Paragraph 4(b)(i) and Paragraph 4(b)(ii)(B), as the case may be, to the next whole number of shares. The Fractional Amount shall be (x) reported as ordinary income for the calendar

2

year in which such shares are issued and (y) remitted by the Company to the taxing authorities on your behalf to be applied to the federal, state, local and foreign withholding obligations imposed on the Company with respect to compensation paid to you during the calendar year in which such shares are issued.

(iv) Valuation. The value of the shares referred to in this Paragraph 4(b) shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 4(b) and determining your income related to such award, on the basis of the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt.

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

5. Separation from Service Other than by Reason of Retirement, Disability or Death. If you incur a Separation from Service prior to the Fifth Anniversary Date for any reason other than by reason of Retirement, Disability or death, you shall forfeit all rights to all remaining Units granted hereunder that have not been converted into Common Stock prior to such Separation from Service, and such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such Separation from Service; provided, however, that the Committee may provide for a partial or complete exception to this forfeiture requirement as it deems equitable in its sole discretion.

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

(a) Two Years of Continuous Employment. If you incur a Separation from Service (i) prior to the Fifth Anniversary Date by reason of Retirement, Disability or death and (ii) as of the date of such Separation from Service, you have been in the continuous employment of the Company or one or more of its Affiliates for the two-year period ending on the date of such Separation from Service, the remaining Units granted hereunder that have not been converted into Common Stock prior to such Separation from Service shall be fully vested. The shares of Common Stock in settlement of such Units, if earned, shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, in a lump sum as of the tenth day of the month following the month in which you incur a Separation from Service by reason of Retirement, Disability or death.

(b) Less than Two Years of Continuous Employment. If you incur a Separation from Service (i) prior to the Third Anniversary Date by reason of Retirement, Disability or death and (ii)

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as of the date of your Separation from Service, you have not been in the continuous employment of the Company or one or more of its Affiliates for the two-year period ending on such Separation from Service, you shall forfeit all rights to all remaining Units granted hereunder that have not been converted into Common Stock prior to such Separation from Service, and such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such Separation from Service.

7. Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the award granted hereby shall create any right to continue to be employed by the Company or its Affiliates, and your employment shall continue to be at will and terminable at will by the Company. In the event of a conflict between this Agreement and the Plan, the Plan shall govern; provided, however, that nothing in this Paragraph 7 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee or its delegates.

8. Definitions and Rules of Construction.

(a) Definitions.

“Applicable Transition Relief” means the following transition guidance, as applicable, with respect to the application of Section 409A: (i) I.R.S. Notice 2005-1, I.R.B. 274 (published as modified on January 6, 2005), (ii) Section XI.C. of the preamble to the proposed Treasury Regulations under Section 409A (70 F.R. 57930; October 4, 2005), (iii) I.R.S. Notice 2006-79, I.R.B. 2006-43, and I.R.S. Notice 2007-86, I.R.B. 2007-46.

“Agreement” means this Restricted Stock Unit Award Agreement under the Plan, including each annex attached hereto, which shall replace any other Restricted Stock Unit Award Agreements that were previously delivered to you with a Date of Grant that is the same as the Date of Grant indicated on the first page of this Agreement.

“Anniversary Date” means any of the Third Anniversary Date, the Fourth Anniversary Date and the Fifth Anniversary Date.

“Beneficiary” means one or more individuals or entities (including a trust or estate) designated by you to receive, in the event of your death, any shares of Common Stock earned and issuable to you pursuant to this Agreement. You may change your Beneficiary by submitting the appropriate form, as determined by the Committee, to the Record Keeper. The last such form submitted prior to your death with respect to the amounts awarded pursuant to this Agreement received by the Record Keeper shall supersede any prior such form submitted. In the event of your death, the Record Keeper shall attempt to locate your Beneficiary in the order presented on the appropriate Beneficiary designation form by taking one or more of the following actions: first, sending a letter by certified mail to the address of the Beneficiary indicated on the Beneficiary designation form, second, using the letter-forwarding service offered by the Internal Revenue Service or the Federal Social Security Administration and third, taking any other action that the

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Committee deems appropriate. If 90 days after the last such action taken by the Record Keeper, the Record Keeper has not located your Beneficiary, or if you have no Beneficiary (whether due to the death of your Beneficiary or your failure to properly designate your Beneficiary on the appropriate form), your Beneficiary shall be your estate for purposes of issuing the shares of Common Stock due to you under this Agreement.

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

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

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

“Company” means Wyeth.

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

“Disability” means a disability for purposes of (i) a long-term disability plan maintained by the Company in which you participate or (ii) Social Security Disability Insurance (SSDI), as determined by the Social Security Administrator.

“Fifth Anniversary Date” means the date that is the fifth anniversary of the Date of Grant, which anniversary is, subject to Paragaraph 6, the Payment Date as of which the third one-third of the shares of Common Stock are issued to you in accordance with the terms of this Agreement.

“Fourth Anniversary Date” means the date that is the fourth anniversary of the Date of Grant, which anniversary is, subject to Paragaraph 6, the Payment Date as of which the second one-third of the shares of Common Stock are issued to you in accordance with the terms of this Agreement.

“Fractional Amount” means the cash amount equal to the difference between the value of the number of whole shares of Common Stock issued pursuant to Paragraph (4)(b)(i) and Paragraph (4)(b)(ii)(B), as the case may be, and the value of the number of whole and fractional shares of Common Stock required to be issued pursuant to Paragraph (4)(b)(i) and Paragraph (4)(b)(ii)(B), as the case may be. For purposes of this definition, the value of the shares of Common Stock shall be determined in accordance with Paragraph 4(b)(iv).

“Payment Date” means each Anniversary Date or such earlier date determined pursuant to Paragraph 6 as of which the shares of Common Stock are issued to you in accordance with the terms of the Agreement.

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

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

“Retirement” means, for purposes of this Agreement, your (a) attainment of age 65 or (b) attainment of age 55 with 5 or more years of service, determined in accordance with the service crediting method set forth in the Wyeth Retirement Plan – United States or in effect as of January 1, 2007.

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

“Separation from Service” means a separation from service with the Company and its Affiliates for purposes of Section 409A, determined using the default provisions set forth in Treasury Regulation Section 1.409A-1(h) or the successor regulation thereto. Notwithstanding the foregoing, if a Participant would otherwise incur a Separation from Service in connection with a sale of assets of the Company, the Company shall retain the discretion with respect to the shares of Common Stock, if any, earned hereunder to determine whether a Separation from Service has occurred in accordance with Treasury Regulation Section 1.409A-1(h)(4) or the successor regulation thereto. For this purpose, Affiliate means any corporation included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) that includes the Company and any trade or business (whether or not incorporated) under common control with the Company (within the meaning of Section 414(c) of the Code), determined in accordance with the default provisions set forth in the applicable provisions of Section 409A.

“Specified Employee” means (a) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12 month period ending on December 31^st of a calendar year and (b) to the extent not otherwise included in (a) hereof, each of the top-100 paid individuals (based on taxable wages as reported in Box 1 of Form W-2 for the 12 month period ending on December 31^st of such calendar year plus amounts that would be included in wages for such 12 month period but for pre-tax deferrals to a tax-favored retirement plan or cafeteria plan or for qualified transportation benefits) who performed services for the Company at any time during the 12 month period ending on December 31^st of such calendar year. A Participant shall be treated as a “Specified Employee” for the 12 month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (a) or (b) of this definition is made.

“Third Anniversary Date” means the date that is the third anniversary of the Date of Grant, which anniversary is, subject to Paragaraph 6, the Payment Date as of which the first one-third of the shares of Common Stock are issued to you in accordance with the terms of this Agreement.

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

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

9. Compliance with Laws.

(a) General Rule. This Agreement shall be governed by the laws of the State of Delaware and any applicable laws of the United States. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Units or shares of Common Stock of the Company represented thereby pursuant to this Agreement unless and until the Company is advised by its counsel that the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate, representing such shares is in compliance with all applicable laws and regulations of governmental authority. To the extent any provision of the Plan or this Agreement or action by the Company involving you is deemed not to comply with applicable law (including, without limitation, other federal securities laws), issuance of such shares shall be delayed in a manner that will not result in the imposition on any person of adverse or unexpected tax consequences under Section 409A. In the event of such delay, the shares shall be issued as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as amended from time to time) or to take any other action in order to cause the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate, representing such shares to comply with any such law or regulation.

(b) Reservation of Rights. The Committee shall have the discretionary right (i) to amend, modify, cancel or rescind, without your consent, any of the terms and conditions of this Agreement to comply with any applicable law, regulation, ruling or other regulatory guidance and (ii) to amend or terminate the Plan, in each case, solely to the extent that the Committee determines, in its discretion, that any such action can be effected without the imposition on you or any other person of adverse or unintended tax consequences under Section 409A. The Committee shall not have the right to accelerate or delay the issuance of any shares of Common Stock earned under this Agreement, unless the Committee determines, in its discretion, that any such acceleration or delay can be effected without the imposition on you or any other person of adverse or unintended tax consequences under Section 409A.

10. Change of Control.

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

(b) No Deferral of Compensation. If, as of a Change of Control, your Units do not constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then 30 days after such Change of Control, the shares of Common Stock in settlement of such Units shall be issued, except as otherwise provided in Paragraph 10(d) to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, in a lump sum.

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(c) Deferral of Compensation. If, as of a Change of Control, your Units constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A, then, solely to the extent that such Change of Control is a change of control event within the meaning of the applicable default provisions set forth in Treasury Regulation Section 1.409A-3(i)(5) (or the successor regulation thereto), the Committee may, in its discretion, terminate the Plan in accordance with Section 409A and, except as otherwise provided in Paragraph 10(d), issue in a lump sum to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 4, the shares of Common Stock then issuable to you pursuant to this Paragraph 10(c); provided, that, such issuance shall be at a time and in a manner that will not result in the imposition on you of adverse or unintended tax consequences under Section 409A.

(d) Cash in Lieu of Shares. In lieu of shares of Common Stock issuable pursuant to Paragraphs 10(b) and 10(c), as the case may be, the Committee may, in its sole discretion, distribute to you an amount, in cash, equal to the value of such shares determined in accordance with Plan provisions. Such amount shall be paid at the time specified in Paragraphs 10(b) and 10(c), as the case may be.

11. Effect of Acknowledgement. You must acknowledge receipt of this Agreement as soon as reasonably practicable by using the applicable procedure established by the Committee for such purpose.

WYETH
By:
	Treasurer

ACCEPTED AND AGREED TO:

Name (Please Print)

Signature

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ANNEX A

ADMINISTRATIVE FEE

Wyeth RSU

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

EX-10.25

Exhibit 10.25

Wyeth

1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

(Initially approved by stockholders on April 20, 1994, and including amendments through December 5, 2007)

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

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

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

Applicable Transition Relief: The following transition guidance, as applicable, with respect to the application of Section 409A: (a) I.R.S. Notice 2005-1, I.R.B. 274 (published as modified on January 6, 2005), (b) Section XI.C. of the preamble to the proposed Treasury Regulations under Section 409A, (70 F.R. 57930; October 4, 2005), (c) I.R.S. Notice 2006-79, I.R.B. 2006-43 and (d) I.R.S. Notice 2007-86, I.R.B. 2007-46.

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

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

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

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

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

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

Director: Any member of the Board of Directors.

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

Effective Date: The date specified in Section 10 hereof.

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

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

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

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

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

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

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

Section 409A: Section 409A of the Internal Revenue Code of 1986, as amended, and the rulings and regulations thereunder.

Section 409A Compliance: This term has the meaning set forth in Section 8.

Specified Employee: (a) Each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12 month period ending on December 31^st of a calendar year and (b) to the extent not otherwise included in (a) hereof, each of the top-100 paid individuals (based on taxable wages as reported in Box 1 of Form W-2 for the 12- month period ending on December 31^st of such calendar year plus amounts that would be included in wages for such 12 month period but for pre-tax deferrals to a tax-favored retirement plan or cafeteria plan or for qualified transportation benefits) who performed services for the Company at any time during the 12- month period ending on December 31^st of such calendar year. A Participant shall be treated as a “Specified Employee” for the 12-month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (a) or (b) of this definition is made.

Termination of Board Membership: (a) The date on which the Board Membership of a Participant terminates, provided that such termination constitutes a separation from service from the Company and its affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto or (b) such later date on which the Participant incurs a separation from service from the Company and its affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto.

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

Section 3. Eligibility and Grants.

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

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granted additional shares of Restricted Stock which together with the shares previously granted under the Plan will equal such maximum number of shares and all restrictions applicable to such shares shall lapse on the later of the date of such termination of service or six months after the date of grant. If required by the Committee, each grant of Restricted Stock shall be evidenced by a written agreement duly executed by or on behalf of the Company and the Participant.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(A) single lump sum; or

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

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

(v) Transition. A Participant shall be permitted to make, by no later than December 31 2007, a deferral election in accordance with the Applicable Transition Relief for Restricted Stock to be granted to him or her under the Plan on or after January 1, 2005; provided that such election shall not cause any Restricted stock to be delivered to the Participant in the calendar year in which such election is made that would not otherwise be delivered in such calendar year and shall not apply to any Restricted Stock that would otherwise be deliverable in the calendar year in which the election is made. Any election pursuant to this Section 4(d)(v) shall become irrevocable as of the deadline established by the Committee which shall be no later than December 31, 2007.

Except as to the timing requirements of Section 4(d)(iii), each such election pursuant to this Section 4(d)(v) shall comply with the terms of this Section 4(d). To the extent that any Participant receives in 2005 a distribution of all, or any portion of, any Restricted Stock that is not earned and vested as of December 31, 2004 and that is subject to a prior deferral election, such distribution shall be deemed a termination of such Participant’s participation in the Plan with respect to all or such portion of such Restricted Stock, in accordance with the Applicable Transition Relief.

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(vi) Delay for Specified Employees. Notwithstanding anything in Section 7 to the contrary, (A) to the extent that the Restricted Stock is to be issued for any reason other than Termination of Board Membership due to death during the period beginning on the Participant’s Termination from Board Membership and ending on the six-month anniversary of such date and (B) at the time of such Termination of Board Membership, the Participant is a Specified Employee, then such issuance shall be delayed until the first day of the month following the six-month anniversary of the Termination of Board Membership.

Section 5. Regulatory Compliance and Listing. If the Committee reasonably anticipates that issuance of or delivery of any shares of Restricted Stock would violate Federal securities laws or other applicable law, the issuance or delivery of such shares of Restricted Stock may be postponed by the Company for such period as may be required to comply with any applicable requirements under the federal securities laws, any applicable listing requirements of any national securities exchange or any requirements under any other law or regulation applicable to the issuance or delivery of such shares and the Company shall not be obligated to issue or deliver any such shares if the issuance or delivery thereof shall constitute a violation of any provision of any law or any regulation of any governmental authority or any national securities exchange; provided that such postponement may be effected in a manner that will result in Section 409A Compliance. In the event of a postponement pursuant to this Section 5, the Restricted Stock shall be issued as of the earliest date the Committee reasonably anticipates that issuance of the Restricted Stock will not cause any such violation.

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

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

Section 8. Termination or Amendment. The Board may at any time terminate the Plan and may from time to time alter or amend the Plan or any part thereof (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Section 5), provided, however, that, unless otherwise required by law or necessary to ensure Section 409A Compliance, the rights of a Participant with respect to shares of Restricted Stock granted prior to such termination, alteration or amendment may not be impaired without the consent of such Participant and, provided further, without the approval of the Company’s stockholders, no alteration or amendment may be made which would (a) increase the aggregate number of shares of Restricted Stock that may be granted under the Plan (except by operation of Section 6), or (b) change the category of Directors eligible to receive shares of Restricted Stock under the Plan. Solely with respect to stock units that are not earned and vested (for purposes of Section 409A) as of December 31, 2004 and that are subject to a prior deferral election, the termination of the Plan shall not result in any accelerated conversion of such stock units, or payment of the converted Restricted Stock, unless the Board determines to accelerate payment and such acceleration may be effected in a manner that will not cause any person to incur taxes, interest or penalties under Section 409A (“Section 409A Compliance”). Notwithstanding the foregoing, the Plan shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act or the rules thereunder. The Company intends that the Plan and the grants of Restricted Stock hereunder shall comply with the conditions of Rule 16b-3 of the Act and qualify for the exemption from Section 16(b) of the Act as a “formula plan”. Should any provisions hereof not be necessary in order to comply with the requirements of such Rule or should any additional provisions be necessary in order to so comply, the Board of Directors may amend the Plan accordingly, without the necessity of obtaining the approval of the Company’s stockholders.

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Section 9. Miscellaneous.

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

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

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

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

Section 10. Effective Date. The Plan was submitted to the stockholders of the Company for their approval at the Annual Meeting of Stockholders held on April 20, 1994. The Plan became effective upon the affirmative vote of the holders of a majority of the shares of Common Stock present, or represented, and entitled to vote at the meeting.

Section 11. Change in Control. Upon the occurrence of a Change in Control, Restricted Stock that was previously granted under the Plan (which has not previously been forfeited) will become vested, and the Restricted Period with respect to such Restricted Stock will be deemed to have ended. Outstanding Restricted Stock that does not constitute a deferral of compensation within the meaning of Section 409A shall be delivered in accordance with this Section 11. Outstanding Restricted Stock that constitutes a deferral of compensation within the meaning of Section 409A shall be delivered in accordance with Section 4, unless the Change in Control is a change in control event within the meaning of the default provisions of Section 409A, in which case the Restricted Stock shall be delivered in accordance with this Section 11. On the day following the Change in Control, the value of the outstanding Restricted Stock to be delivered in accordance with this Section 11 shall be delivered to the Participant in a lump sum (net of applicable federal, state, local and foreign income and employment taxes, if any) with the value of such Restricted Stock based upon the highest price per share of Common Stock received or to be received by other stockholders of the Company in connection with the Change in Control; provided, however, that if such Change in Control occurs in 2007, such lump sum in respect of any Restricted Stock that constitutes a deferral of compensation within the meaning of Section 409A shall be distributed on January 2, 2008. A Change in Control will be deemed to have occurred if the criteria set forth in the following paragraph (a), (b) or (c) are satisfied.

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

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

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

Section 12. Section 409A. The Committee shall have the discretionary authority to amend, modify, cancel or rescind the Plan, without the Participant’s consent, solely to the extent that any such action may be effected in a manner that will result in Section 409A Compliance. The Committee shall not have the discretionary authority to accelerate or delay issuance of any Restricted Stock that constitutes a deferral of compensation within the meaning of Section 409A, except to the extent that the Committee determines, in its discretion, that any such action may be effected in a manner that will result in Section 409A Compliance. Any determinations under this Section 12 shall be final, conclusive and binding on all persons.

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EX-10.27

Exhibit 10.27

Wyeth

2006 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

(As approved by stockholders on April 27, 2006 and as amended by the Board of Directors

through November 16, 2006 with further amendments through December 5, 2007)

1. Purpose.

The purpose of the Plan is to provide a means through which the Company may attract able persons to become and remain Non-Employee Directors of the Company and to provide a means whereby Non-Employee Directors of the Company can acquire and retain Stock ownership, thereby strengthening their commitment to the welfare of the Company and promoting an identity of interest between stockholders and such Non-Employee Directors.

2. Definitions.

The following definitions shall be applicable throughout the Plan:

(a) “Annual Meeting” shall mean the annual meeting of the Company’s stockholders.

(b) “Award” means, individually or collectively, any Option or Deferred Stock Unit Award.

(c) “Award Agreement” means the agreement between the Company and a Participant who has been granted an Option or Deferred Stock Unit Award which defines the rights and obligations of the parties.

(d) “Board” means the Board of Directors of the Company.

(e) “Board Membership” means the period of time during which a Director serves on the Board.

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

(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.

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

(i) “Company” means Wyeth, a Delaware corporation.

(j) “Date of Grant” means the date on which an Award is granted to a Participant under the Plan.

(k) “Default Election” shall have the meaning attributed thereto in Section 8(d)(i)(B).

(l) “Deferred Stock Account” means an account established by the Trustee to hold the shares of Stock attributable to each Participant receiving a Deferred Stock Unit Award.

(m) “Deferred Unit Account” means a bookkeeping account established and maintained by the Company in the name of each Participant who receives a Deferred Stock Unit Award.

(n) “Deferred Stock Unit” means a hypothetical investment representing one share of Stock granted in connection with a Deferred Stock Unit Award pursuant to Section 8 of the Plan.

(o) “Deferred Stock Unit Award” shall mean the Deferred Stock Unit Award granted to a Participant in accordance with Section 8 of the Plan.

(p) “Director” means any member of the Board.

(q) “Disability” means a medically determinable physical or mental impairment which renders a Participant substantially unable to function as a Director, as determined in the sole discretion of the Committee.

(r) “Distribution Election Form” shall mean the election form filed by a Non-Employee Director with the Company indicating whether such Non-Employee Director’s Deferred Stock Unit Awards will be distributed in a lump sum or in a series of 2 to 10 substantially equal annual installments.

(s) “Distribution Election Modification Form” shall mean the election form filed by a Non-Employee Director with the Company indicating a change in the form of distribution of such Non-Employee Director’s future Deferred Stock Unit Awards.

(t) “Dividend Equivalents” means an amount equal to the cash dividends otherwise payable by the Company upon each share of Stock credited to a Participant’s Deferred Stock Account.

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(u) “Exchange Act” means the Securities Exchange Act of 1934.

(v) “Fair Market Value” on a given date means (i) if the Stock is listed on a national securities exchange, the closing sale price reported as having occurred on the primary exchange with which the Stock is listed and traded on such date, or, if there is no such sale on that date, then on the last preceding date on which such a sale was reported; or (ii) if the Stock is not listed on a national securities exchange, the amount determined by the Committee to be the fair market value based upon a good faith attempt to value the Stock accurately and computed in accordance with applicable regulations of the Internal Revenue Service.

(w) “Initial Election” shall have the meaning attributed thereto in Section 8(d)(i)(A).

(x) “Non-Employee Director” means a Director who is not also a current employee of the Company or any of its subsidiaries or affiliates.

(y) “Option” means an option to purchase Stock.

(z) “Option Period” means the period during which an Option remains outstanding and following which the Option will expire, subject to early expiration upon a termination of a Participant’s Board Membership as provided herein.

(aa) “Option Price” means the per-share exercise price set for an Option as reflected in the applicable Award Agreement.

(bb) “Participant” means each Non-Employee Director to whom an Award has been granted under the Plan.

(cc) “Plan” means the Company’s 2006 Non-Employee Director Stock Incentive Plan.

(dd) “Section 402 of SOX” shall have the meaning attributed thereto in Section 7(e).

(ee) “Section 409A” means Section 409A of the Code.

(ff) “Section 409A Change in Control Event” means a change in control event within the meaning of the default definitions set forth in Treasury Regulation Section 1.409A-3(i)(5) or the successor thereto.

(gg) “Section 409A Compliance” shall have the meaning attributed thereto in Section 8(e).

(hh) “Securities Act” means the Securities Act of 1933, as amended.

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

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ending on December 31^st of such calendar year plus amounts that would be included in wages for such 12 month period but for pre-tax deferrals to a tax-favored retirement plan or cafeteria plan or for qualified transportation benefits) who performed services for the Company at any time during the 12- month period ending on December 31^st of such calendar year. A Participant shall be treated as a “Specified Employee” for the 12-month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (a) or (b) of this definition is made.

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

(kk) “Termination of Board Membership” shall mean, solely with respect to a Deferred Stock Unit Award, (i) the date on which the Board Membership of a Participant terminates, provided that such termination constitutes a separation from service from the Company and its affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto or (ii) such later date on which the Participant incurs a separation from service from the Company and its affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto.

(ll) “Trust” shall mean the grantor trust established by the Company to hold the shares of Stock attributable to Participants receiving Deferred Stock Unit Awards.

(mm) “Trustee” shall mean the trustee of the Trust.

(nn) “Unforeseeable Emergency” means a severe financial hardship to a Participant resulting from (a) an illness or accident of the Participant or his or her spouse, beneficiary or dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (b) a loss of the Participant’s property by reason of casualty (including the need to rebuild the Participant’s home following damage thereto not otherwise covered by insurance) or (c) such other extraordinary and unforeseeable financial circumstances, arising as a result of events beyond the Participant’s control.

3. Effective Date and Stockholder Approval.

The Plan was submitted to the stockholders of the Company for their approval at the Annual Meeting of Stockholders held on April 27, 2006. The Plan became effective upon the affirmative vote of the holders of a majority of the shares of Stock present, or represented, and entitled to vote at the meeting.

4. Administration.

The Committee shall administer the Plan. The majority of the members of the Committee shall constitute a quorum. The acts of a majority of the members present at any meeting at which a quorum is present or acts approved in writing by a majority of the Committee shall be deemed the acts of the Committee. Subject to the provisions of the Plan, the Committee shall have exclusive power to (i) grant discretionary Awards under the Plan, (ii) determine the nature and extent of the Awards to be made to each Non-Employee Director, (iii) determine the time or times when Awards will be made to Non-Employee Directors, (iv) determine the conditions to which the payment of Awards may be subject, (v) change the number, type and

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terms of the Awards granted under the Plan, (vi) prescribe the form or forms of Award Agreements, and (vii) cause records to be established in which there shall be entered, from time to time as Awards are made to Participants, the date of each Award, the number of Options and Deferred Stock Units awarded by the Committee to each Participant, and the expiration date.

The Committee shall have the authority, subject to the provisions of the Plan, to establish, adopt, and revise such rules and regulations and to make all such determinations relating to the Plan as it may deem necessary or advisable for the administration of the Plan. The Committee shall also have the authority to construe and interpret the Plan and all Awards and Award Agreements issued pursuant to the Plan and to correct any defects, supply any omissions and/or reconcile any inconsistencies therein. The Committee’s interpretation of the Plan or any documents evidencing Awards granted pursuant thereto and all decisions and determinations by the Committee with respect to the Plan shall be final, binding, and conclusive on all parties.

5. Shares Subject to the Plan.

Unless otherwise determined by the Committee, Options and Deferred Stock Unit Awards shall be automatically granted to Non-Employee Directors pursuant to the formulas set forth in Sections 7 and 8; provided, however, that:

(a) Subject to Section 11, the maximum number of shares of Stock that may be issued pursuant to all Awards under the Plan shall be 300,000; provided, however, that the maximum number of shares of Stock that may be issued pursuant to Deferred Stock Unit Awards shall be 75,000.

(b) The Committee may adopt reasonable counting procedures to ensure appropriate counting and make adjustments if the number of shares of Stock actually delivered differs from the number of shares previously counted in connection with an Award. To the extent that an Award expires or is canceled, forfeited, settled in cash or otherwise terminated or concluded without a delivery to the Participant of the full number of shares to which the Award related, the undelivered shares will again be available for Awards under the Plan; and

(c) Stock delivered by the Company in settlement of Awards under the Plan may be authorized and unissued Stock or Stock held in the treasury of the Company or may be purchased on the open market or by private purchase.

6. Eligibility.

Participation in the Plan shall be limited to Non-Employee Directors.

7. Annual Option Awards.

(a) Automatic Grant. Unless otherwise determined by the Committee, on the date of each Annual Meeting, each Non-Employee Director who is newly elected as a Non-Employee Director or who was previously so elected and continues as a Non-Employee Director immediately following such Annual Meeting shall automatically be granted, without further action by the Board or the Committee, an Option to purchase 3,500 shares of Stock.

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(b) Option Price. Options shall have an Option Price equal to the Fair Market Value of a share of Stock on the Date of Grant.

(c) Option Period. Unless otherwise determined by the Committee, the Option Period of each Option, after which each such Option shall expire, shall be ten (10) years from the Date of Grant.

(d) Vesting of Options. Unless otherwise determined by the Committee and subject to early expiration upon termination of a Participant’s Board Membership or accelerated vesting, as provided herein, each Option shall become fully vested and exercisable on the earlier of (i) the day immediately prior to the next Annual Meeting or (ii) the date that is twelve (12) months from the Date of Grant; provided, however, that no Options shall become vested and exercisable prior to the date upon which a Participant has completed two years of continuous Board Membership. For purposes of this Plan, a Non-Employee Director will be deemed to have completed two years of continuous Board Membership on the date immediately prior to the second anniversary of such Non-Employee Director’s date of election to the Board. Notwithstanding any vesting schedule established for any Option, the Committee may, in its sole discretion, accelerate the exercisability of any Option. If an Option is exercisable in installments, such installments or portions thereof which become exercisable shall remain exercisable until the Option expires either at the end of the Option Period or earlier upon termination of a Participant’s Board Membership, as provided herein.

(e) Manner of Exercise and Form of Payment. Options which have become exercisable may be exercised by delivery of a written notice of exercise to the Company accompanied by payment of the Option Price covering the shares of Stock with respect to which the exercise relates. The Option Price may be payable in cash and/or by delivery of shares of Stock having a Fair Market Value on the day prior to the date the Option is exercised equal to the Option Price multiplied by the number of shares subject to exercise or, in the discretion of the Committee, either (i) by delivery to the Company of a copy of irrevocable instructions to a stockbroker to deliver promptly to the Company an amount of sale or loan proceeds sufficient to pay the Option Price multiplied by the number of shares subject to exercise; (ii) by delivery of a notice of “net exercise” to the Company, pursuant to which the Participant shall receive the number of shares of Stock subject to exercise reduced by the number of shares of Stock equal to the aggregate exercise price for such shares divided by the Fair Market Value on the date prior to such exercise; or (iii) by any other means approved by the Committee. Anything herein to the contrary notwithstanding, the Company shall not directly or indirectly extend or maintain credit, or arrange for the extension of credit, in the form of a personal loan to or for any Non-Employee Director through the Plan in violation of Section 402 of the Sarbanes-Oxley Act of 2002 (“Section 402 of SOX”), and to the extent that any form of payment would, upon the advice of the Company’s counsel, result in a violation of Section 402 of SOX, such form of payment shall not be available.

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(f) Termination of a Participant’s Board Membership. Unless otherwise determined by the Committee, the termination of a Participant’s Board Membership shall have the following consequences to outstanding Options:

(i) If a Participant’s Board Membership is terminated by reason of the Participant’s death or Disability, and such Participant has completed at least two years of continuous Board Membership, any outstanding Options held by such Participant which are not vested and exercisable on the date of such termination shall become immediately vested and exercisable and all outstanding Options held by such Participant shall remain exercisable until the earlier of (x) the third anniversary of the date of termination, or (y) the expiration of the Option Period.

(ii) If a Participant’s Board Membership is terminated for any other reason other than death or Disability, any unvested Options then held by such Participant shall expire immediately upon such termination and any vested Options then held by such Participant shall remain exercisable until the earlier of (x) the third anniversary of the date of termination, or (y) the expiration of the Option Period.

(g) Award Agreement. Each Option shall be evidenced by an Award Agreement, which shall contain such provisions as may be determined by the Committee.

(h) Amendment or Cancellation of Option Award Formula. Notwithstanding anything herein to the contrary, the Committee may, at any time and from time to time in its sole discretion, terminate or amend the automatic Option Award to Non-Employee Directors set forth in this Section 7, by increasing or decreasing the number of shares of Stock subject to the formula or substituting an alternate formula or a different Award on different terms, including different or no vesting conditions.

8. Annual Deferred Stock Unit Awards.

(a) Automatic Grant. Unless otherwise determined by the Committee, on the date of each Annual Meeting, each Non-Employee Director who is newly elected as a Non-Employee Director or who was previously so elected and continues as a Non-Employee Director immediately following such Annual Meeting shall automatically be granted, without further action by the Board or the Committee, an Award of 1,200 Deferred Stock Units.

(b) Establishment of Deferred Unit Account. Unless otherwise determined by the Committee, on the Date of Grant of each Deferred Stock Unit Award to a Participant, the Company shall establish a Deferred Unit Account for each new Participant receiving such Award and credit to each such newly established or previously established Deferred Unit Account for each such Participant the number of Deferred Stock Units attributable to each such Award.

(c) Contribution of Stock to Trust. Unless otherwise determined by the Committee, on the Date of Grant of each Deferred Stock Unit Award, the Company shall contribute to the Trust for the benefit of each Participant receiving such Award a number of shares of Stock equal to the number of Deferred Stock Units granted to each such Participant pursuant to each such Award and shall instruct the Trustee or applicable record keeper to establish a Deferred Stock Account for each such new Participant and to allocate to each such

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newly established or previously established Deferred Stock Account for each such Participant the number of shares of Stock attributable to such Award. Each Participant with respect to whom a Deferred Stock Account has been established shall have the voting power to direct the trustee with respect to the voting of Stock allocated to such Deferred Stock Account. The trustee shall not have discretion to vote the Stock held in the Trust unless instructed to do so by the Participant to whose account the Stock has been allocated. Stock held in Deferred Stock Accounts (including, without limitation, Dividend Equivalents) shall be subject to forfeiture and returned to the Company to the same extent that the corresponding Deferred Stock Unit Award is subject to forfeiture. Upon forfeiture of all or a portion of any Deferred Stock Unit Award, the corresponding number of shares of Stock held in a Deferred Stock Account shall be forfeited and returned to the Company. Each Deferred Stock Account shall be maintained under the Trust for each Participant with respect to whom a Deferred Stock Account has been established until the distribution and/or forfeiture of all shares of Stock allocated to such Deferred Stock Account.

(d) Time and Form of Distribution Election.

(i) Initial Elections.

(A) Within thirty (30) days following the date of (x) the 2006 Annual Meeting, and (y) any subsequent Annual Meeting at which a newly-elected Non-Employee Director receives an initial Deferred Stock Unit Award (whether such Non-Employee Director was newly-elected at the Annual Meeting or prior to the Annual Meeting) or such earlier date prescribed by the Committee, each Non-Employee Director receiving an initial Deferred Stock Unit Award hereunder must file a Distribution Election Form, a form of which is attached hereto as Exhibit A, with the Company indicating the form of distribution of such Award (a lump sum or in a series of 2 to 10 substantially equal annual installments) and the time of distribution (in accordance with the provisions of the Distribution Election Form) (the “Initial Election”).

(B) In the event that any Non-Employee Director fails to make an Initial Election by filing a timely Distribution Election Form with respect to an initial Deferred Stock Unit Award, such Deferred Stock Unit Award will be distributed to the Non-Employee Director in a lump sum on the first day of the month following the Termination of Board Membership of such Non-Employee Director (the “Default Election”).

(ii) Change in Form of Distribution. The Initial Election or the Default Election, if applicable, for each Non-Employee Director shall be a standing election and shall apply to the initial Deferred Stock Unit Award for such Non-Employee Director and, unless such election is timely changed, to all of the Non-Employee Director’s subsequent annual Deferred Stock Unit Awards. A Non-Employee Director may elect to change the form of payment for any future Deferred Stock Unit Award by filing a Distribution Election Modification Form, a form of which is attached hereto as Exhibit B, with the Company no later than December 31, or such earlier date prescribed by the Committee, of the year prior to the year in which the Deferred Stock Unit Award with respect to which the change will be effective is to be granted. Any such Distribution Election Modification Form shall apply to all of the Non-Employee Director’s subsequent Deferred Stock Unit Awards, unless and until a new Distribution Election Modification Form is filed with the Company.

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(e) Vesting. Subject to forfeiture upon the Termination of Board Membership of a Participant or accelerated vesting, as provided herein, and unless otherwise provided in a Deferred Stock Unit Award:

(i) Awards Granted at 2006 Annual Meeting. Each Deferred Stock Unit Award granted to a Non-Employee Director at the 2006 Annual Meeting shall become fully vested and no longer subject to forfeiture on the date that is twelve (12) months and thirty (30) days from the Date of Grant; provided, however, that no Deferred Stock Unit Award shall become vested prior to the date upon which a Non-Employee Director has completed two years of continuous Board Membership;

(ii) Awards Granted to Newly-Elected Non-Employee Directors. Each initial Deferred Stock Unit Award granted to a Non-Employee Director who is newly-elected to the Board after the 2006 Annual Meeting shall become fully vested and no longer subject to forfeiture on the date that is twelve (12) months and thirty (30) days from the Date of Grant; provided, however, that no Deferred Stock Unit Award shall become vested prior to the date upon which a Non-Employee Director has completed two years of continuous Board Membership; and

(iii) Awards Granted to Non-Employee Directors Who Are Not Newly-Elected to the Board. Except as provided in Section 8(e)(i), each Deferred Stock Unit Award granted to a Non-Employee Director who is not newly-elected to the Board shall become fully vested and no longer subject to forfeiture on the earlier of (x) the date that is twelve (12) months from the Date of Grant or (y) the day immediately prior to the next Annual Meeting; provided, however, that no Deferred Stock Unit Award shall become vested prior to the date upon which a Non-Employee Director has completed two years of continuous Board Membership.

Notwithstanding any vesting schedule established for any Deferred Stock Unit Award, the Committee may, in its sole discretion, accelerate the vesting of any Deferred Stock Unit Award and cause the forfeiture restrictions with respect to such Award to lapse; provided, however, that the Committee may not accelerate the vesting of any initial Deferred Stock Unit Award (otherwise subject to vesting on the date that is twelve (12) months and thirty (30) days from the Date of Grant), if the Initial Election was made in reliance on Treasury Regulation Section 1.409A-2(a)(5) and acceleration of vesting would preclude such reliance.

(f) Dividend Equivalents. Unless otherwise provided in an Award Agreement, the Company shall withhold cash dividends payable on the shares of Stock held in the Trust and, on each date that cash dividends are otherwise payable to the holders of Stock, the Company shall credit the Dividend Equivalents to each Participant’s Deferred Unit Account. On each date that the Dividend Equivalents in any Deferred Unit Account equal the value of a full share of Stock, the Company shall deduct such value from such Deferred Unit Account and contribute one share of Stock to the Participant’s Deferred Stock Account in the Trust. Dividend Equivalents and shares of Stock attributable to Dividend Equivalents shall be subject to forfeiture in the same

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manner as the Deferred Stock Unit Awards with respect to which such Dividend Equivalents are attributable. Shares of Stock in a Participant’s Deferred Stock Unit Account attributable to Dividend Equivalents shall be distributed, to the extent not forfeited, to the Participant at the same time and in the same form as the shares underlying the Deferred Stock Unit Award to which such Dividend Equivalents are attributable.

(g) Accelerated Vesting and Forfeiture of Deferred Stock Unit Awards upon the Termination of a Participant’s Board Membership. Unless otherwise determined by the Committee or provided in the Award Agreement or this Section (g), (i) in the event of a Participant’s Termination of Board Membership on account of such Participant’s death or Disability and such Participant has completed at least two years of continuous Board Membership, all unvested Deferred Stock Units held by such Participant as of such termination date shall immediately become fully vested and the forfeiture restrictions thereon shall lapse; provided, however, that a Deferred Stock Unit Award subject to an Initial Election pursuant to Section 8(d)(i) shall not become fully vested pursuant to this Section 8(g) if the Initial Election was made in reliance on Treasury Regulation Section 1.409A-2(a)(5) and acceleration of vesting would preclude such reliance, and (ii) except as otherwise provided in Section 12, in the event of the Participant’s Termination of Board Membership for any other reason, all unvested Deferred Stock Units held by such Participant as of the date of such Termination of Board Membership shall immediately expire and be forfeited.

(h) Payment of Deferred Stock Unit Awards.

(i) The shares of Stock attributable to Deferred Stock Unit Awards for each Participant (including shares attributable to Dividend Equivalents) shall, subject to Section 12, be held in the Trust until a Participant incurs a Termination of Board Membership. Following such Termination of Board Membership, the shares of Stock held in such Participant’s Deferred Stock Account attributable to vested Deferred Stock Units shall be distributed by the Trustee to such Participant at the time or times determined pursuant to Section 8(d) in a lump sum or in a series of annual installments (net of required withholding for federal, state, local and foreign taxes, if any) as elected by such Participant pursuant to a Distribution Election Form or Distribution Election Modification Form, as applicable or pursuant to a Default Election. Notwithstanding the foregoing provisions of this Section 8(h), upon the death of a Participant, the undistributed shares of Stock attributable to a Deferred Stock Unit Award, to the extent vested, shall be distributed, without regard to any election pursuant to Section 8(d), in a lump sum, on the first day of the month following such death.

(ii) The Committee shall not have the discretionary authority to accelerate or delay distribution of shares of Stock attributable to a Deferred Stock Unit Award except to the extent that such acceleration or delay may, in the discretion of the Committee, be effected in a manner that will not cause any person to incur taxes, interest or penalties under Section 409A (“Section 409A Compliance”).

(iii) Delay for Specified Employees. Notwithstanding anything in Section 8 to the contrary, (A) to the extent that the shares of Stock attributable to a Deferred Stock Unit Award are to be issued for any reason other than Termination of Board Membership

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due to death during the period beginning on the Participant’s Termination from Board Membership and ending on the six-month anniversary of such date and (B) at the time of such Termination of Board Membership, the Participant is a Specified Employee, then such issuance shall be delayed until the first day of the month following the six-month anniversary of the Termination of Board Membership.

(i) Award Agreement. Each Deferred Stock Unit Award shall be evidenced by an Award Agreement, which shall contain such provisions as may be determined by the Committee.

(j) Amendment or Cancellation of Deferred Stock Unit Award Formula. Notwithstanding anything herein to the contrary, the Committee may, at any time and from time to time in its sole discretion amend the form of automatic Deferred Stock Unit Award to Non-Employee Directors as set forth in this Section 8 by increasing or decreasing the number of shares of Stock subject to the formula or substituting an alternate formula or a different Award on different terms, including different or no vesting conditions. Any such amendment shall apply prospectively to Deferred Stock Unit Awards granted after the effective date of the amendment in a manner that will result in Section 409A Compliance.

(k) Distribution upon an Unforeseeable Emergency.

(i) A Participant may petition the Committee for a distribution of the shares of Stock held in such Participant’s Deferred Stock Account attributable to vested Deferred Stock Units on account of an Unforeseeable Emergency. Upon the application of a Participant for a distribution on account of an Unforeseeable Emergency the Committee shall determine whether such distribution request qualifies for a distribution pursuant to Section 409A as an Unforeseeable Emergency and, if so, shall approve such request and instruct the Trustee to distribute to such Participant only the number of shares of Stock attributable to vested Deferred Stock Units necessary to satisfy such Unforeseeable Emergency; provided, however, that (A) such distribution shall not exceed the balance of all shares of Stock attributable to vested Deferred Stock Units held in such Participant’s Deferred Stock Account; (B) such distribution shall not be made to the extent the Unforeseeable Financial Emergency is, or may be, relieved through reimbursement or compensation by insurance or otherwise or by liquidation of a Participant’s assets to the extent the liquidation of such assets would not itself cause severe financial hardship; and (C) amounts available to a Participant from other deferred compensation plans shall not be considered. No Participant requesting a distribution for an Unforeseeable Emergency shall have any involvement in making the determination to approve such distribution on the part of the Committee.

(ii) For purposes of this Section 8(k), the value of the shares of Stock shall be calculated based on the closing market per-share price for the Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt. A Participant must provide adequate documentation to the Committee in order to be eligible for the issuance of shares to confirm the amount needed to satisfy the costs related to the Unforeseeable Financial Emergency and the taxes payable on the release of such shares. If a Participant

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elected, pursuant to Section 8(d), to receive the shares of Stock in the form of installments, the number of shares issued due to the Unforeseeable Financial Emergency shall be deducted from the remaining installments to be issued to such Participant starting with the last in time of such installments scheduled to be issued.

9. Discretionary Grant of Awards.

The Committee is authorized, subject to limitations under applicable law, to grant Awards on a discretionary basis to Non-Employee Directors. The Committee shall determine the terms and conditions of such Awards at the Date of Grant or thereafter.

10. General.

(a) Privileges of Stock Ownership. Except as otherwise specifically provided in the Plan, no person shall be entitled to the privileges of stock ownership in respect of shares of Stock which are subject to Awards hereunder until such shares have been issued to that person free of any restrictions on stock ownership.

(b) Government and Other Regulations.

(i) Subject to Section 10(b)(ii), the obligation of the Company to make payment of Awards in Stock or otherwise shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary and subject to this Section 10, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited from offering to sell or selling any shares of Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received the advice of counsel, satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act any of the shares of Stock to be offered or sold under the Plan. If the shares of Stock offered for sale or sold under the Plan are offered or sold pursuant to an exemption from registration under the Securities Act, the Company may restrict the transfer of such shares and may legend the Stock certificates representing such shares in such manner as it deems advisable to ensure the availability of any such exemption.

(ii) To the extent the Committee reasonably anticipates that distribution of a Deferred Stock Unit Award would violate Federal securities law or other applicable law, the Committee may, in its discretion, delay issuance of shares of Stock underlying such award; provided that such delay is effected in a manner that will result in Section 409A Compliance. In the event of such delay, such shares of Stock shall be issued as of the earliest date the Committee reasonably anticipates that such issuance will not cause a violation of applicable law or may be effected in a manner that will result in Section 409A Compliance. Nothing in this Section 10(b)(ii) shall limit the generality of Section 10(b)(i) with respect to any Option.

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(c) Designation and Change of Beneficiary. Each Participant may file with the Company a written designation of one or more persons or entities as the beneficiary who shall be entitled to receive the rights or amounts payable with respect to an Award due under the Plan upon his death. A Participant may, from time to time, revoke or change his beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Company. The last such designation received by the Company shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Company prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by the Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(d) No Liability of Committee Members. No member of the Committee shall be personally liable by reason of any contract or other instrument executed by such member or on his behalf in his capacity as a member of the Committee nor for any mistake of judgment made in good faith, and the Company shall indemnify and hold harmless each member of the Committee and each other employee, officer or director of the Company to whom any duty or power relating to the administration or interpretation of the Plan may be allocated or delegated, against any cost or expense (including counsel fees) or liability (including any sum paid in settlement of a claim) arising out of any act or omission to act in connection with the Plan unless arising out of such person’s own fraud or willful bad faith; provided, however, that approval of the Board shall be required for the payment of any amount in settlement of a claim against any such person. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s Restated Certificate of Incorporation, as amended, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

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

(f) Governing Law. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to the principles of conflicts of law thereof.

(g) Nontransferability. Options shall not be transferable by the Participant other than by will or the laws of descent and distribution, and Options shall during his or her lifetime be exercisable only by the Participant; provided, however, that the transfer of Options for estate planning purposes shall be allowed in accordance with applicable law. No Deferred Stock Unit Award may be assigned or transferred, pledged or sold prior to its delivery to a Participant or, in the case of a Participant’s death, to the Participant’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the transfer of a Deferred Stock Unit Award for estate planning purposes shall be allowed in accordance with applicable law.

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(h) Titles and Headings. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings shall control. References herein to sections are references to sections of the Plan, unless otherwise provided.

11. Changes in Capital Structure.

Awards granted under the Plan and any Award Agreements, the maximum number of shares of Stock subject to all Awards and the maximum number of shares of Stock subject to Deferred Stock Unit Awards shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number, price or kind of a share of Stock or other consideration subject to such Awards or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or in the capital structure of the Company by reason of stock dividends, extraordinary cash dividends, stock splits, reverse stock splits, recapitalizations, reorganizations, mergers, consolidations, combinations, exchanges, or other relevant changes in capitalization occurring after the Date of Grant of any such Award or (ii) in the event of any change in applicable laws or any change in circumstances which results in or would result in any substantial dilution or enlargement of the rights granted to, or available for, Participants in the Plan, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan. In addition, in the event of any such adjustments or substitution, the aggregate number of shares of Stock available under the Plan and the maximum number of shares available for grant pursuant to Deferred Stock Unit Awards shall be appropriately adjusted by the Committee, whose determination shall be conclusive.

12. Change in Control.

Unless otherwise provided in a particular Award Agreement, in the event of a Change in Control:

(a) Notwithstanding any vesting schedule, or any other limitation on exercise or vesting, all outstanding Awards shall immediately become 100% vested and exercisable and the forfeiture provisions thereon shall lapse;

(b) The Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel any outstanding Options and pay to the Participants who are the holders thereof, in a lump sum of cash or Stock, the value of such Options based upon the highest price per share of the Stock received or to be received by other stockholders of the Company in connection with the Change in Control; and

(c) Solely to the extent that the Change in Control is a Section 409A Change in Control Event, any outstanding Deferred Stock Unit Awards shall be cancelled and the Participants who are the holders thereof shall receive, on the day following such Change in Control, in a lump sum of cash or Stock, the value of such Deferred Stock Unit Awards based upon the highest price per share of Stock received or to be received by other stockholders of the Company in connection with the Change in Control.

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13. Amendments and Termination.

The Board may at any time terminate the Plan. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10^th) anniversary of the date the Plan is adopted by the Board. No Awards may be granted under the Plan after it is terminated; provided, however, that any Award outstanding under the Plan at the time of the termination of the Plan shall remain in effect until such Award shall have been exercised or distributed, in accordance with its terms or shall have expired. Except as otherwise provided in the immediately following sentence, if the Plan is terminated, payment of outstanding Deferred Stock Unit Awards shall be made in accordance with Section 8(h). Upon termination of the Plan, the Committee may not, in its discretion, accelerate payment of outstanding Deferred Stock Unit Awards except to the extent that such acceleration may be effected in a manner that will result in Section 409A Compliance. The Committee may, at any time, or from time to time, amend or suspend and, if suspended, reinstate, the Plan in whole or in part; provided, however, that without further stockholder approval the Committee shall not make any amendment to the Plan which would (i) materially increase the maximum number of shares of Stock which may be issued pursuant to Awards or the maximum number of shares subject to Deferred Stock Unit Awards, except as provided in Section 11, or (ii) change the class of persons eligible to receive Awards under the Plan. Nothing in this Section 13 shall be construed as limiting the authority granted hereunder to the Board with respect to any Option.

14. 409A.

The Committee shall have the right to amend any Deferred Stock Unit Award granted hereunder without the consent of any Participant solely to extent that the Committee determines such amendment to be necessary to ensure Section 409A Compliance and such amendment may be effected in a manner that will result in Section 409A Compliance. Nothing in this Section 14 shall limit the authority granted hereunder to the Committee with respect to any Option.

*                                *                                 *

As adopted by the Board of Directors of Wyeth on January 27, 2006, subject to stockholder approval at the Annual Meeting of Stockholders to be held on April 27, 2006.

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EX-10.31

Exhibit 10.31

WYETH

DIRECTORS’ DEFERRAL PLAN

(as amended to December 5, 2007)

SECTION 1. ESTABLISHMENT OF THE PLAN

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

SECTION 2. DEFINITIONS

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

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

2.2 Affiliate. The term “Affiliate” means any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes the Company and any trade or business (whether or not incorporated) which is under common control with the Company (within the meaning of Section 414(c) of the Code).

2.3 Applicable Transition Relief. The term “Applicable Transition Relief” means the following transition guidance, as applicable, with respect to the application of Section 409A: (i) I.R.S. Notice 2005-1 (published as modified on January 6, 2005), (ii) Section XI.C. of the preamble to the proposed Treasury Regulations under Section 409A, (70 F.R. 57930;(October 4, 2005), (iii) I.R.S. Notice 2006-79, I.R.B. 2006-43 and (iv) I.R.S. Notice 2007-86, I.R.B. 2007-46.

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

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

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

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

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

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

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

2.11 Deferral Allocation Date. The term “Deferral Allocation Date” means the third Monday of any month, or if Shares are not traded on the New York Stock Exchange on such third Monday of the month, the last day before the third Monday of the month on which Shares are traded on the New York Stock Exchange, that follows the date on which an amount deferred under the Plan would have been paid in cash if a deferral election had not been made hereunder.

2.12 Deferred Amount. The term “Deferred Amount” has the meaning set forth in Section 4(i).

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

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

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

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

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

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

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

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

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

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

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

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

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

2.26 Retirement Plan Transferred Amount. The term “Retirement Plan Transferred Amount” means the amount transferred to a Participant’s Share Accounts in accordance with Section 5.4.

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

2.28 Section 409A Change in Control Event. The term “Section 409A Change in Control Event” means a change in control event within the meaning of the default definitions set forth in Treasury Regulation Section 1.409A-3(i)(5) or the successor thereto.

2.29 Section 409A Compliance. The term “Section 409A Compliance” shall have the meaning attributed thereto in Section 11.

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

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

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

2.33 Specified Employee. The term “Specified Employee” means (a) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12 month period ending on December 31^st of a calendar year and (b) to the extent not otherwise included in (a) hereof, each of the top-100 paid individuals (based on taxable wages as reported in Box 1 of Form W-2 for the 12- month period ending on December 31^st of such calendar year plus amounts that would be included in wages for such 12 month period but for pre-tax deferrals to a tax-favored retirement plan or cafeteria plan or for qualified transportation benefits) who performed services for the Company at any time during the 12- month period ending on December 31^st of such calendar year. A Participant shall be treated as a “Specified Employee” for the 12-month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (a) or (b) of this definition is made.

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2.34 Termination of Board Membership. The term “Termination of Board Membership”, with respect to a Participant’s 409A Accounts, means (i) the date on which a Participant ceases to be a member of the Board of Directors, provided that such cessation constitutes a separation from service from the Company and its Affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto or (ii) such later date on which the Participant incurs a separation from service from the Company and its Affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto. With respect to a Participant’s Grandfathered Accounts, Termination of Board Membership means the date on which a Participant ceases to be a member of the Board of Directors.

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

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

2.37 Year of Service. The term “Year of Service” means each full year and any partial year an individual served as a Director. For this purpose a “year” is the twelve-month period commencing with the first day of the individual’s service as a Director of the Company both before and after the effective date of the Plan. For purposes of the (i) 409A Accounts, Year of Service shall be determined in accordance with the Plan in effect as of January 1, 2008 and (ii) Grandfathered Accounts, Year of Service shall be determined in accordance with the Plan in effect on October 3, 2004.

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SECTION 3. DEFERRED STOCK PARTICIPANT

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

SECTION 4. DEFERRED COMPENSATION PARTICIPANT

By the deadline established by the Committee which shall be prior to the beginning of any calendar year, any Director who is not an employee of the Company may defer the receipt of Compensation to be earned by the Director during such calendar year by filing with the Company a written election that:

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

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

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

The Deferred Amount may not exceed the Director’s Compensation for the period of deferral and shall be separately determined for each calendar year. Notwithstanding the foregoing, any individual who is not an employee of the Company, and who is newly elected or appointed to serve as a Director may, by the deadline established by the Committee which shall

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be no later than thirty (30) days after the earlier of (A) the date his/her election or appointment as a Director becomes effective, and (B) the date the Director first becomes eligible to participate in any arrangement for Directors sponsored by the Company or an Affiliate that is an “elective account balance plan” as such term is defined for purposes of Section 409A (the “Initial Election Period”), elect in accordance with the preceding provisions of this Section 4, to defer the receipt of Compensation earned during the portion of the current calendar year that follows the last day of the election period described above in this paragraph. Any elections made pursuant to this Section 4 shall be irrevocable (i) on the last day of the calendar year immediately preceding the calendar year as to which the election applies, or (ii) on the last day of the Initial Election Period, as applicable. If a Participant fails to cancel an election under this Section 4 with respect to his/her Deferred Amount for a future calendar year, the Participant’s current election shall remain in effect for such entire future calendar year. A Participant may thereafter make a new election with regard to a future calendar year in accordance with the first paragraph of this Section 4 or cancel an election with regard to a future calendar year, provided that such election or cancellation is made on or prior to December 31 of the calendar year proceeding such future calendar year. A Participant shall not be permitted to change or cancel an election with regard to a particular calendar year on or after January 1 of such calendar year. Notwithstanding anything in this Section 4 to the contrary, for purposes of elections pursuant to this Section 4 made during calendar years 2005, 2006 and 2007, the Committee may, in its discretion, establish a deadline that is later than the deadline otherwise permitted by this Section 4, provided that such extension is permitted by the Applicable Transition Relief.

SECTION 5. FORM OF DEFERRED COMPENSATION CREDITS

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

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5.2 Shares. Prior to the beginning of any calendar year or, in the case of an election by a Director who is first eligible to participate in an elective account balance plan, during the Initial Election Period, as applicable, a Deferred Compensation Participant may elect, by filing a written election with the Board of Directors, to have all or a percentage of the Deferred Amount for the calendar year credited in Share Equivalents and allocated to the Participant’s Vested Share Account pursuant to Section 6.2 hereof. Any elections made pursuant to this Section 5.2 shall be irrevocable on the last day of the calendar year immediately preceding the calendar year as to which the election applies or, if applicable, on the last day of the Initial Election Period described in Section 4. If a Participant fails to discontinue an election under this Section 5 with respect to his/her Deferred Amount for a future period, his/her current election shall remain in effect, provided, however, that the Participant may thereafter make a new election with regard to a future calendar year at any time.

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

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

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5.5 Vesting of Unvested Share Account.

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

(ii) A Participant shall have satisfied the vesting requirements upon completion of at least ten (10) Years of Service and attainment of age sixty-five (65), provided, however, that a Participant who ceases to be a Director prior to attainment of age sixty-five (65) with at least ten (10) Years of Service shall be deemed to have satisfied the vesting requirements upon the first to occur of (1) attainment of age sixty-five (65), (2) death, or (3) Disability. Any amounts in a Participant’s Unvested Share Account at the time the Participant incurs a Termination of Board Membership shall be forfeited if the Participant has not completed at least ten (10) Years of Service.

SECTION 6. INDIVIDUAL ACCOUNTS

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

6.1 Deferred Compensation Account. The Company shall maintain a Deferred Compensation Account in the name of each Deferred Compensation Participant with respect to any amounts deferred under the Plan which the Deferred Compensation Participant does not elect to have credited in Share Equivalents pursuant to Section 5.2 or 5.3 hereof. The portion of a Participant’s Deferred Compensation Account attributable to amounts deferred under the Plan that were earned and vested (for purposes of Section 409A) as of December 31, 2004 shall be

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separately accounted for. The opening balance of each Participant’s Deferred Compensation Account on the effective date of this Plan shall be equal to the closing balance on the immediately preceding date of the corresponding account maintained on the Participant’s behalf under the Prior Plan, if any, less any portion of such account converted to Share Equivalents and allocated to the Participant’s Vested Share Account pursuant to Section 5.3 hereof. The Deferred Compensation Account shall be denominated in U.S. dollars, rounded to the nearest whole cent. A Deferred Amount allocated to a Deferred Compensation Account pursuant to Section 5.1 hereof shall be credited to the Deferred Compensation Account as of the Deferral Allocation Date.

6.2 Share Accounts. The Company shall maintain Share Accounts consisting of (i) a Vested Share Account and (ii) an Unvested Share Account. The portion of a Participant’s Share Accounts attributable to amounts deferred under the Plan that were earned and vested (for purposes of Section 409A) as of December 31, 2004 shall be separately accounted for. The Share Accounts shall be denominated in Share Equivalents, and shall be maintained in fractions rounded to three (3) decimal places. Share Equivalents allocated to a Deferred Stock Participant’s Vested Share Account in accordance with the Participant’s election under Section 5.2 hereof, shall be credited to the Participant’s Vested Share Account as of the Deferral Allocation Date next occurring in January, April, July or October (each a “Quarterly Deferral Allocation Date”), provided that a Deferred Amount so credited shall be credited with deemed interest at the Company Credit rate calculated in accordance with Section 6.3 from the actual Deferral Allocation Date, if different, until the day preceding the next Quarterly Deferral Allocation Date. Share Equivalents and, if necessary, fractional Share Equivalents, shall be credited to a Participant’s Vested Share Account based on the Average Closing Price at the Deferral Allocation Date.

6.3 Accrual of Company Credit. The Treasurer of the Company shall determine the annual rate of Company Credit in January of each calendar year. This rate as so determined shall be effective for the then current calendar year. The Company Credit shall be compounded and credited to each Deferred Compensation Account as of the last day of each calendar quarter for each month (or part thereof) that the Participant serves as a Director during such calendar year.

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If a Participant elects the payment option under either Section 7.2(i)(b) or Section 7.2(i)(c) below, the Company Credit shall continue to be credited to the Participant’s account until distributed.

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

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

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

SECTION 7. PAYMENT PROVISIONS

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

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7.2 Payment Options.

(i) At the time each Director makes a deferral election pursuant to Section 4, or for Participants who are Directors on May 1, 1997, prior to the effective date of the Plan, the Participant shall select a payment option with respect to the payment of the Participant’s Individual Accounts from the following payment options, subject to this Section 7.2 and Section 7.3:

(a) a lump sum paid on the first day of the calendar quarter following the calendar quarter in which the Participant incurs a Termination of Board Membership;

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

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

(ii) If the payment option described in paragraph (i)(a) above has been elected, the amount of the lump sum with respect to the Participant’s Deferred Compensation Account shall be equal to the portion of such Deferred Compensation Account as of the last day of the calendar quarter preceding the date of payment attributable to a Deferred Amount subject to paragraph (i)(a), and the amount of the lump sum with respect to the

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portion of the Participant’s Vested Share Account attributable to a Deferred Amount subject to paragraph (i)(a) shall be equal to the Average Closing Price as of the last day of the calendar quarter preceding the date of payments multiplied by the number of Share Equivalents attributable to each such Deferred Amount and credited to the Participant’s Vested Share Account as of such date plus any cash accruing interest pending the next Quarterly Deferral Allocation Date.

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

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

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Account attributable to a Deferred Amount subject to paragraph (i)(c) by the number of installment payments selected, with the resulting number of Share Equivalents paid in cash, based on the Average Closing Price as of the December 31 preceding each date of payment. Any additional amounts in respect of Share Equivalents attributable to such Deferred Amount relating to dividend equivalents during the duration of installment payments shall be included with and paid as part of the last installment.

(v) If the Participant fails to elect a payment option, the amount credited to the Participant’s Deferred Compensation Account and Vested Share Account shall be distributed in a lump sum in accordance with the payment option described in paragraph (i)(a) and paragraph (ii) above.

(vi) Notwithstanding anything in paragraphs (iii) and (iv) above to the contrary, separate calculations shall be performed to the extent that Deferred Amounts subject to paragraphs (iii) or (iv) have different payment dates.

(vii) Notwithstanding anything in this Section 7.2 to the contrary, (A) effective January 1, 2008, amounts in a Participant’s 409A Accounts attributable to the Retirement Plan Transferred Amount (if any) shall be paid to the Participant, subject to Section 5.5, in the form selected in paragraph (i)(a), (i)(b), or (i)(c), or pursuant to paragraph (v), if applicable, on the later of the first day of the month following (x) the Participant’s Termination of Board Membership determined pursuant to paragraph (i)(a), (i)(b), (i)(c) or (v), as applicable, and (y) the Participant’s attainment of age 65 and (B) amounts in a Participant’s Grandfathered Accounts attributable to such Participant’s Retirement Plan Transferred Amount (if any) credited as of his Termination of Board Membership to his (I) Vested Share Account shall be paid in accordance with the time and form selected in paragraph (i)(a), (i)(b), or (i)(c) or pursuant to paragraph (v), if applicable, and (II) Unvested Share Account, if any, shall be paid, subject to Section 5.5, to the Participant in the form selected in paragraph (i)(a), (i)(b), or (i)(c), or pursuant to paragraph (v), if applicable, on the first to occur of (1) attainment of age 65 and (2) Disability. If the payment option described in paragraph (i)(a) above has been selected, the value of the Unvested Share Account shall be determined based on the Average

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Closing Price as of the December 31 preceding the date of payment. If the payment option described in paragraph (i)(b) above has been selected, payment shall be made in accordance with Section 7.2(iii). If the payment option in paragraph (i)(c) above has been selected, payment shall be made in accordance with Section 7.2(iv). Notwithstanding the foregoing, any amounts attributable to Retirement Plan Transferred Assets at the date of a Participant’ death (at any time), including amounts in the Unvested Share Account, shall be paid to the Participant’s Beneficiary or estate, as the case may be, in accordance with Section 7.3.

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

7.4 Payment on Unforeseeable Emergency. The Board of Directors may, in its sole discretion, direct payment to a Participant of all or of any portion of the vested portion of a Participant’s Accounts, notwithstanding an election of a payment option under Section 7.2 above, at any time that the Board of Directors determines that such Participant has an

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unforeseeable emergency. With respect to that portion of the Participant’s Grandfathered Accounts, “unforeseeable emergency” means severe financial hardship to the Participant resulting from a sudden and unexpected illness or accident of the Participant or of a dependent of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. With respect to a Participant’s 409A Accounts, “unforeseeable emergency” means “unforeseeable emergency” within the meaning of Section 409A. Notwithstanding the foregoing to the contrary, payments under this Section 7.4 shall be permitted in the event of an unforeseeable emergency (i) with respect to the Grandfathered Accounts, only to the extent reasonably necessary to meet the emergency and (ii) with respect to the 409A Accounts, only if the emergency cannot be relieved through reimbursement from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship to the Participant or by cessation of deferrals by the Participant in the Plan (determined without consideration of amounts available to the Participant from other deferred compensation plans). For purposes of this Section 7.4, the value of the Shares shall be calculated based on the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt. If the withdrawal due to the Unforeseeable Emergency is taken from the Deferred Amount or the Retirement Plan Transferred Amount that the Participant elected, pursuant to Section 7.2, to have paid as installments, the amount of such withdrawal shall be deducted from the remaining installments to be paid to such Participant starting with the last in time of such installments scheduled to be paid.

7.5 Delay for Specified Employees. Notwithstanding anything in Section 7 to the contrary, (a) to the extent that the Shares credited to a Participant’s 409A Accounts are to be issued for any reason other than Termination of Board Membership due to death during the period beginning on the Participant’s Termination from Board Membership and ending on the six-month anniversary of such date and (b) at the time of such Termination of Board Membership, the Participant is a Specified Employee, then such issuance shall be delayed until the first day of the month following the six-month anniversary of the Termination of Board Membership.

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SECTION 8. OWNERSHIP OF SHARES

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

SECTION 9. PROHIBITION AGAINST TRANSFER

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

SECTION 10. GENERAL PROVISIONS

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

10.2 Administration. Except as otherwise provided in the Plan, the Plan shall be administered by the Board of Directors, which shall have the authority to adopt rules and regulations for carrying out the Plan, and which shall interpret, construe, and implement the provisions of the Plan. This Plan is intended to comply with Section 16 of the Securities Exchange Act of 1934, as amended (the “Act”) and the rules promulgated thereunder.

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

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

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

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

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

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10.8 Applicable Transition Relief.

(i) All Participant elections made through December 31, 2007 regarding distribution of the Participant’s 409A Accounts shall be pursuant to the Applicable Transition Relief.

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

SECTION 11. AMENDMENT, SUSPENSION, AND TERMINATION

The Board of Directors shall have the right at any time, and for any reason, to amend, suspend, or terminate the Plan, provided, however, that no amendment, suspension, or termination shall reduce the number of Share Equivalents or the cash balance in an Individual Account. The termination of the Plan shall not result in any acceleration of the payment of the balance of any Participant’s 409A Accounts, unless the Board decides, in its discretion to accelerate payment and such acceleration may be effected in a manner that will not cause any person to incur taxes, interest or penalties under Section 409A (“Section 409A Compliance”).

SECTION 12. APPLICABLE LAW

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

SECTION 13. EFFECTIVE DATE

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

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SECTION 14. CHANGE IN CONTROL

Upon the occurrence of a Change in Control, all Accounts under the Plan that are not fully vested as of the date of such occurrence (and which have not previously been forfeited) will become fully vested. Notwithstanding any prior election by a Participant to the contrary, at any time following a Change in Control a Participant may elect to accelerate any or all payments from such Participant’s Grandfathered Accounts due under the Plan to a single sum payment to be made on a date at least twelve (12) months subsequent to such election, provided, however, that such election may be made for an immediate single sum payment, in which six percent (6%) of the amount of the accelerated payment shall be permanently forfeited to the Company. Notwithstanding any prior election by a Participant to the contrary, a Participant’s 409A Accounts shall be paid to such Participant at the time of the Change in Control in a lump sum solely to the extent that such Change of Control transaction is also a Section 409A Change in Control Event. For purposes of this provision, a Change in Control will be deemed to have occurred if:

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

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

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

SECTION 15. 409A

The Board of Directors shall not have the discretionary authority to accelerate or delay distribution of any amount from a 409A Account except to the extent that such acceleration or delay may, in the discretion of the Board of Directors, be effected in a manner that will result in Section 409A Compliance.

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EX-10.36

Exhibit 10.36

Amendment to the Wyeth Management Incentive Plan

The Wyeth Management Incentive Plan, as amended through June, 2006, is further amended and clarified, effective as of January 1, 2005, with amendments through December 5, 2007.

1. Paragraph VI(3)(b) regarding the lump sum payment to participants with 4,000 shares or less credited to their Contingent Award Account will cease to be in effect for Separations from Service on or after January 1, 2007 and is amended by adding the following sentence at the end thereof:

“Effective for Separations from Service on or after January 1, 2007, this paragraph VI(3)(b) shall cease to be in effect and shall be superseded by paragraph XII(2)(c).”

2. Paragraph XII is amended in its entirety as follows:

XII. Section 409A Amendments

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

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

(a) A 4000 Share Participant who incurred a Separation from Service in 2004 or 2005 was permitted to elect, by no later than December 31 of the calendar year in which the Separation from Service occurred, the Payment Date for his Contingent Award Account. A 4000 Share Participant who incurred a Separation from Service in 2005 was not permitted to elect a Payment Date that was earlier than February 1, 2007. For purposes of this paragraph XII(1), the determination of whether a Participant was a 4000 Share Participant was made as of December 31 of the year in which such Participant incurred a Separation from Service.

(b) Notwithstanding anything in paragraph XII(1)(a) to the contrary, if a Participant does not comply through the Payment Date with the conditions set forth in paragraph VI(4)(d), such Participant’s Contingent Award Account shall be forfeited.

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

(a) A 4000 Share Participant as of December 31, 2006 who incurred a Separation from Service on or after January 1, 2006, was permitted to elect, by no later than December 31, 2006, the form of payment of his Contingent Award Account (five or ten annual installments) and a Payment Date. This Payment Date could be no earlier than the first day of February of the calendar year following the calendar year in which the Separation from Service occurs; provided, however, that a Participant who incurred a Separation from Service in 2006 and did not make an election pursuant to this paragraph XII(2)(a) by January 31, 2006 was not permitted to elect a Payment Date that was earlier than February 1, 2008.

(b) Effective as of January 1, 2006, the Contingent Award Account of a 4000 Share Participant described in paragraph XII(2)(a) who satisfied the requirements described in paragraph VI(4), but who did not make an election in accordance with paragraph XII(2)(a), shall be issued to such Participant in five annual installments, commencing on the first day of February (i) in 2008, if the Separation from Service is in 2006, and (ii) in the calendar year following the end of the calendar year in which the Participant’s Separation from Service occurs, if the Separation from Service occurs on or after January 1, 2007. Each annual installment shall consist of a substantially equal number of shares of Common Stock, based on a Participant’s Contingent Award Account as of December 31 of the year in which such Participant incurs a Separation from Service; provided, however, that, pursuant to paragraph VI(3)(a), the number of shares in each installment shall increase on account of additional shares purchased with dividends earned after December 31 of the year in which such Separation from Service occurs. Any such additional shares shall be issued in equal amounts based on the number of installments remaining to be paid to such Participant and at the time such installments are issued.

(c) A Participant who was not a 4,000 Share Participant as of December 31, 2006 and who incurs a Separation from Service on or after January 1, 2007 shall receive his Contingent Award Account in a lump sum on the first day of February in the calendar year following the end of the calendar year in which the Participant’s Separation from Service occurs.

(d) Notwithstanding anything in paragraph XII(2)(a)-(c) to the contrary, if a Participant does not comply through the Payment Date with the conditions set forth in paragraph VI(4)(d), such Participant’s Contingent Award Account shall be forfeited.

(3) Distribution in the Event of Financial Hardship

(a) A Participant may submit a written request for an accelerated issuance of all or a portion of the shares of Common Stock credited to his Contingent

2

Award Account shares in the event the Participant experiences an Unforeseeable Financial Emergency. The Committee, or such person or persons to whom the Committee delegates responsibility, shall evaluate any such request as soon as practicable in accordance with Section 409A. If the Committee or its delegate determines in its sole discretion that the Participant is experiencing an Unforeseeable Financial Emergency, the Committee or its delegate shall direct the Company to issue to the Participant, as soon as practicable following such determination, such number of shares of Common Stock credited to the Participant’s Contingent Award Account; provided that the value of such shares of Common Stock does not exceed the amount reasonably necessary to satisfy the Unforeseeable Financial Emergency and any federal, state, local or foreign income taxes or penalties reasonably anticipated as a result of such issuance of shares. A distribution on account of an Unforeseeable Financial Emergency shall not be made to the extent such Unforeseeable Financial Emergency is, or may be, relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant’s assets to the extent the liquidation of such assets would not itself cause severe financial hardship and without consideration of amounts available to the Participant from a qualified plan or other non-qualified plan in which the Participant participates.

(b) For purposes of this paragraph XII(3), the value of the shares of Common Stock shall be calculated based on the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt. The Participant must provide adequate documentation to the Committee in order to be eligible for the issuance of shares to confirm the amount needed to satisfy the costs related to the Unforeseeable Financial Emergency and the federal, state and local taxes payable on the release of such shares.

(c) Following a distribution on account of an Unforeseeable Financial Emergency pursuant to paragraph XII(3), the number of shares issued to the Participant due to the Unforeseeable Financial Emergency pursuant to this paragraph XII(3) shall be deducted from the remaining installments (if any) to be issued to the Participant pursuant to paragraph XII(2)(a) or (b), starting with the last in time of such installments scheduled to be issued or from the lump sum to be issued to the Participant pursuant to paragraph XII(2)(c).

(4) General Rules

Notwithstanding anything in this paragraph XII to the contrary:

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

3

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

(c) All Participant elections and Plan amendments made through December 31, 2006 regarding distribution of the Contingent Award Account shall be pursuant to the Applicable Transition Relief.

(d) To the extent that any Participant receives in 2005 a distribution of all, or any portion of, his Contingent Award Account, such distribution shall be deemed a termination of such Participant’s participation in the Plan with respect to all or such portion of the Participant’s Contingent Award Account, in accordance with the Applicable Transition Relief.

(e) Notwithstanding any provision in this paragraph XII to the contrary, to the extent that the shares of Common Stock, if any, issuable to a Participant under the Plan (i) are to be issued in connection with the Participant’s Separation from Service (for any reason other than death) during the period beginning on his Separation from Service and ending on the six-month anniversary of such date and (ii) at the time of such Separation from Service, the Participant is a Specified Employee, then such issuance shall be delayed until the first day of the month following the six-month anniversary of the Participant’s Separation from Service. All subsequent installments (if any) issuable to such Participant shall be issued in accordance with paragraphs XII(1) or (2) and (4), without regard to the six-month delay required by this paragraph XII(4)(c).

(f) In the event of the Participant’s Separation from Service due to his death, any unpaid installments of his Contingent Cash Awards shall be paid and any unissued shares of stock from his or her Contingent Award Account shall be issued, notwithstanding any election by the Participant pursuant to paragraph XII(1) or (2), in a lump sum as of the first day of the month following the date of the Participant’s death; provided that the Participant had complied with the conditions set forth in paragraph VI(4)(d). If a Participant (A) is not employed by the Company at the time of his or her death and (B) up to the date of his or her death had not complied with the conditions set forth in paragraph VI(4)(d), such Participant’s Contingent Award Account shall be forfeited to the extent not previously paid to the Participant. Subject to compliance with the conditions set forth in paragraph VI(4)(d), if a Participant dies on or after the date of the Participant’s Separation from Service, the unpaid portion of his or her Contingent Award Account shall be issued to the Participant’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to receive the same, as applicable, on the first day of the month following the date of the Participant’s death.

4

(g) With respect to a Participant’s Contingent Award Account, the Retirement Committee of Wyeth shall have the discretionary authority to amend, modify, cancel or rescind the Plan, without the Participant’s consent solely to the extent necessary to avoid the imposition on any person of taxes, interest or penalties under Section 409A (“Section 409A Compliance”); provided that any such action may be effected in a manner that will result in Section 409A Compliance. The Retirement Committee shall not have the discretionary authority to accelerate or delay issuance of the shares of Common Stock credited to a Participant’s Contingent Award Account, except to the extent that any such acceleration or delay may be effected in a manner that will result in Section 409A Compliance. Any determinations made by the Retirement Committee pursuant to this paragraph XII(4)(g) shall be final, conclusive and binding on all persons.

(5) Plan Termination

The termination of the Plan shall not result in any acceleration of the issuance of any Common Stock in a Participant’s Contingent Award Account, unless the Board of Directors determines, in its discretion, to accelerate payment and any such acceleration may be effected in a manner that will result in Section 409A Compliance.

(6) Definitions

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

“4000 Share Participant” means a Participant who, as of the determination date, had a Contingent Award Account credited with more than 4,000 shares of Company Common Stock (appropriately adjusted for stock splits or other corporate restructurings).

“Applicable Transition Relief” means the following transition guidance, as applicable, with respect to the application of Section 409A: (i) I.R.S. Notice 2005-1, I.R.B. 274 (published as modified on January 6, 2005), (ii) Section XI.C. of the preamble to the proposed Treasury Regulations under Section 409A (70 F.R. 57930; October 4, 2005), (iii) I.R.S. Notice 2006-79, I.R.B. 2006-43 and (iv) I.R.S. Notice 2007-86, I.R.B. 2007-46.

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

5

“Separation from Service” means a separation from service with the Company and its Affiliates for purposes of Section 409A, determined using the default provisions set forth in Treasury Regulation Section 1.409A-1(h) or the successor regulation thereto. Notwithstanding the foregoing, if a Participant would incur otherwise a Separation from Service in connection with a sale of assets of the Company, the Company shall retain the discretion with respect to the 409A Account to determine whether a Separation from Service has occurred in accordance with Treasury Regulation Section 1.409A-1(h)(4) or the successor regulation thereto. For this purpose, Affiliate means any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes the Company and any trade or business (whether or not incorporated) which is under common control with the Company (within the meaning of Section 414(c) of the Code), determined in accordance with the default provisions set forth in the applicable provisions of Section 409A.

“Specified Employee” means (a) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12 month period ending on December 31^st of a calendar year and (b) to the extent not otherwise included in (a) hereof, each of the top-100 paid individuals (based on taxable wages as reported in Box 1 of Form W-2 for the 12 month period ending on December 31^st of such calendar year plus amounts that would be included in wages for such 12 month period but for pre-tax deferrals to a tax-favored retirement plan or cafeteria plan or for qualified transportation benefits) who performed services for the Company at any time during the 12 month period ending on December 31^st of such calendar year. A Participant shall be treated as a “Specified Employee” for the 12 month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (a) or (b) of this definition is made.

“Unforeseeable Financial Emergency” means a severe financial hardship to the Participant resulting from (a) an illness or accident of the Participant, the Participant’s spouse, the Participant’s Beneficiary or any of the Participant’s dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (b) a loss of the Participant’s property by reason of casualty (including the need to rebuild the Participant’s home following damage to the Participant’s home not otherwise covered by insurance) or (c) such other extraordinary and unforeseeable financial circumstances, arising as a result of events beyond the control of the Participant. The definition of Unforeseeable Financial Emergency and the procedures related to payments in connection therewith shall comply with the applicable provisions of Section 409A as reasonably construed by the Committee.”

*            *            *            *             *

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

6

EX-12

Exhibit 12

Wyeth

Computation of Ratio of Earnings to Fixed Charges

(In thousands except ratio amounts)

	Year Ended December 31,
	2007		2006			2005			2004			2003
Earnings (Loss):
Income (loss) from continuing operations before income taxes	$	6,456,682	$	5,429,904		$	4,780,589		($	129,847	)	$	2,361,612
Add:
Fixed charges		754,290		625,513			461,431			360,805			346,564
Minority interests		23,277		29,769			26,492			27,867			32,352
Amortization of capitalized interest		24,240		22,465			21,356			9,350			8,772
Less:
Equity income (loss)		130		(317	)		(104	)		(524	)		(468	)
Capitalized interest		79,600		71,400			46,450			86,750			115,800
Total earnings as defined	$	7,178,759	$	6,036,568		$	5,243,522		$	181,949		$	2,633,968
Fixed Charges:
Interest and amortization of debt expense	$	616,983	$	498,847		$	356,834		$	221,598		$	182,503
Capitalized interest		79,600		71,400			46,450			86,750			115,800
Interest factor of rental expense (1)		57,707		55,266			58,147			52,457			48,261
Total fixed charges as defined	$	754,290	$	625,513		$	461,431		$	360,805		$	346,564
Ratio of earnings to fixed charges		9.5		9.7			11.4			0.5			7.6

(1)  A ¹/3 factor was used to compute the portion of rental expenses deemed representative of the interest factor.

EX-13

EXHIBIT 13

2007 Financial Report

Ten-Year Selected Financial Data	2
Consolidated Financial Statements
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Changes in Stockholders’ Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8 –66
Report of Independent Registered Public Accounting Firm	67
Management Reports to Wyeth Stockholders	68
Quarterly Financial Data (Unaudited)	70
Market Prices of Common Stock and Dividends	70
Performance Graph	71
Management’s Discussion and Analysis of Financial Condition and Results of Operations	72 –107

1

Wyeth        

Ten-Year Selected Financial Data

(Dollar amounts in thousands except per share amounts)

Year Ended December 31,	2007		2006		2005		2004		2003		2002		2001		2000			1999			1998
Summary of Net Revenue and Earnings
Net revenue(1)	$	22,399,798	$	20,350,655	$	18,755,790	$	17,358,028	$	15,850,632	$	14,584,035	$	13,983,745	$	13,081,334		$	11,695,061		$	11,101,100
Income (loss) from continuing operations(1)(2)(3)		4,615,960		4,196,706		3,656,298		1,233,997		2,051,192		4,447,205		2,285,294		(901,040	)		(1,207,243	)		2,152,344
Diluted earnings (loss) per share from continuing operations(1)(2)(3)		3.38		3.08		2.70		0.91		1.54		3.33		1.72		(0.69	)		(0.92	)		1.61
Dividends per common share		1.0600		1.0100		0.9400		0.9200		0.9200		0.9200		0.9200		0.9200			0.9050			0.8700
Year-End Financial Position
Current assets(1)(3)	$	22,983,598	$	17,514,241	$	18,044,841	$	14,438,029	$	14,962,242	$	11,605,699	$	9,766,753	$	10,180,811		$	12,384,778		$	10,698,188
Current liabilities(1)(3)		7,324,279		7,221,848		9,947,961		8,535,542		8,429,510		5,485,506		7,257,181		9,742,059			6,480,383			3,478,119
Total assets(1)(3)		42,717,282		36,478,715		35,841,126		33,629,704		31,031,922		26,042,592		22,967,922		21,092,466			23,123,756			20,224,231
Long-term debt(1)		11,492,881		9,096,743		9,231,479		7,792,311		8,076,429		7,546,041		7,357,277		2,394,790			3,606,423			3,839,402
Average stockholders’ equity		16,431,645		13,323,562		10,921,136		9,571,142		8,725,147		6,114,243		3,445,333		4,516,420			7,914,772			8,895,024
Outstanding Shares
Weighted average common shares outstanding used for diluted earnings (loss) per share calculation (in thousands)		1,374,342		1,374,053		1,363,417		1,354,489		1,336,430		1,334,127		1,330,809		1,306,474			1,308,876			1,336,641
Employment Data(1)
Number of employees at year end		50,527		50,060		49,732		51,401		52,385		52,762		52,289		48,036			46,815			47,446
Wages and salaries	$	3,765,604	$	3,488,510	$	3,434,476	$	3,280,328	$	3,003,555	$	2,792,379	$	2,536,220	$	2,264,258		$	2,032,431		$	2,175,517
Benefits (including Social Security taxes)		1,148,646		1,042,749		1,022,538		958,317		933,448		842,177		691,018		602,816			593,222			577,930

2

Wyeth        

(1) As a result of the sale of the Cyanamid Agricultural Products business on June 30, 2000, amounts for the years 1998 and 1999 were restated to reflect this business as a discontinued operation with the net assets of the discontinued business held for sale related to the Cyanamid Agricultural Products business included in current assets.

(2) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of productivity initiatives and other significant items for the years ended December 31, 2007, 2006 and 2005.

(3) As a result of pre-tax charges of $4,500,000, $2,000,000, $1,400,000, $950,000, $7,500,000 and $4,750,000 in 2004, 2003, 2002, 2001, 2000 and 1999, respectively, related to the litigation brought against the Company regarding the use of the diet drugs Redux or Pondimin, current liabilities increased substantially beginning in 1999 compared with prior years.

In 2002, the Company sold 67,050,400 shares of Amgen Inc. (Amgen) common stock received in connection with Amgen’s acquisition of Immunex Corporation for net proceeds of $3,250,753. The Company used a portion of these proceeds to pay down commercial paper and substantially reduce current liabilities. Additionally, the remaining 31,235,958 shares of Amgen common stock owned by the Company as of December 31, 2002 had a fair value of $1,509,947. The fair value of these shares as well as the proceeds from the shares sold in 2002 substantially increased total assets. In 2003, the Company completed the sale of the remaining 31,235,958 shares of its Amgen common stock holdings for net proceeds of $1,579,917.

3

Wyeth        

Consolidated Balance Sheets

(In thousands except share and per share amounts)

December 31,	2007		2006
Assets
Cash and cash equivalents	$	10,453,879	$	6,778,311
Marketable securities		2,993,839		1,948,931
Accounts receivable less allowances (2007 — $160,835 and 2006 — $156,449)		3,528,009		3,383,341
Inventories		3,035,358		2,480,459
Other current assets including deferred taxes		2,972,513		2,923,199
Total Current Assets		22,983,598		17,514,241
Property, plant and equipment:
Land		182,250		177,188
Buildings		7,921,068		7,154,928
Machinery and equipment		6,170,239		5,491,987
Construction in progress		1,947,624		1,659,391
		16,221,181		14,483,494
Less accumulated depreciation		5,149,023		4,337,235
		11,072,158		10,146,259
Goodwill		4,135,002		3,925,738
Other intangibles, net of accumulated amortization (2007 — $298,383 and 2006 — $236,363)		383,558		356,692
Other assets including deferred taxes		4,142,966		4,535,785
Total Assets	$	42,717,282	$	36,478,715
Liabilities
Loans payable	$	311,586	$	124,225
Trade accounts payable		1,268,600		1,116,754
Accrued expenses		5,333,528		5,679,141
Accrued taxes		410,565		301,728
Total Current Liabilities		7,324,279		7,221,848
Long-term debt		11,492,881		9,096,743
Pension liabilities		501,840		806,413
Accrued postretirement benefit obligations other than pensions		1,676,126		1,600,751
Other noncurrent liabilities		3,511,621		3,100,205
Total Liabilities	$	24,506,747	$	21,825,960
Contingencies and commitments (Note 14)
Stockholders’ Equity
$2.00 convertible preferred stock, par value $2.50 per share; 5,000,000 shares authorized		23		28
Common stock, par value $0.33 1/3 per share; 2,400,000,000 shares authorized (1,337,786,109 and 1,345,249,848 issued and outstanding, net of 84,864,647 and 77,342,696 treasury shares at par, for 2007 and 2006, respectively)		445,929		448,417
Additional paid-in capital		7,125,544		6,142,277
Retained earnings		10,417,606		8,734,699
Accumulated other comprehensive income (loss)		221,433		(672,666	)
Total Stockholders’ Equity		18,210,535		14,652,755
Total Liabilities and Stockholders’ Equity	$	42,717,282	$	36,478,715

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

4

Wyeth        

Consolidated Statements of Operations

(In thousands except per share amounts)

Year Ended December 31,	2007			2006			2005
Net Revenue	$	22,399,798		$	20,350,655		$	18,755,790
Cost of goods sold		6,313,687			5,587,851			5,431,200
Selling, general and administrative expenses		6,753,698			6,501,976			6,117,706
Research and development expenses		3,256,785			3,109,060			2,749,390
Interest (income) expense, net		(90,511	)		(6,646	)		74,756
Other income, net		(290,543	)		(271,490	)		(397,851	)
Income before income taxes		6,456,682			5,429,904			4,780,589
Provision for income taxes		1,840,722			1,233,198			1,124,291
Net Income	$	4,615,960		$	4,196,706		$	3,656,298
Basic Earnings per Share	$	3.44		$	3.12		$	2.73
Diluted Earnings per Share	$	3.38		$	3.08		$	2.70

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

5

Wyeth        

Consolidated Statements of Changes in Stockholders’ Equity

(In thousands except per share amounts)

	$2.00 Convertible Preferred Stock			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at January 1, 2005	$	40		$	445,031		$	4,817,024		$	4,118,656		$	467,152		$	9,847,903
Net income											3,656,298						3,656,298
Currency translation adjustments														(492,784	)		(492,784	)
Unrealized gains on derivative contracts, net														32,518			32,518
Unrealized losses on marketable securities, net														(4,128	)		(4,128	)
Minimum pension liability adjustments, net														(67,483	)		(67,483	)
Comprehensive income, net of tax																	3,124,421
Cash dividends declared:
Preferred stock (per share: $2.00)											(30	)					(30	)
Common stock (per share: $0.94)											(1,259,368	)					(1,259,368	)
Common stock issued for stock options					2,637			232,355									234,992
Issuance of restricted stock awards					84			11,225									11,309
Tax benefit from exercises of stock options								37,457									37,457
Other exchanges		(3	)		31			(833	)		(1,510	)					(2,315	)
Balance at December 31, 2005	$	37		$	447,783		$	5,097,228		$	6,514,046		$	(64,725	)	$	11,994,369
Net income											4,196,706						4,196,706
Currency translation adjustments														565,745			565,745
Unrealized losses on derivative contracts, net														(6,060	)		(6,060	)
Unrealized gains on marketable securities, net														4,157			4,157
Minimum pension liability adjustments, net														(41,234	)		(41,234	)
Comprehensive income, net of tax																	4,719,314
Adoption of FASB Statement No. 158, net														(1,130,549	)		(1,130,549	)
Cash dividends declared:
Preferred stock (per share: $2.00)											(26	)					(26	)
Common stock (per share: $1.01)											(1,358,743	)					(1,358,743	)
Common stock acquired for treasury					(4,477	)		(42,818	)		(617,284	)					(664,579	)
Common stock issued for stock options					4,372			490,648									495,020
Stock-based compensation expense								393,330									393,330
Issuance of restricted stock awards					688			85,490									86,178
Transfer of restricted stock award accruals to equity								63,171									63,171
Tax benefit from exercises of stock options								55,263									55,263
Other exchanges		(9	)		51			(35	)								7
Balance at December 31, 2006	$	28		$	448,417		$	6,142,277		$	8,734,699		$	(672,666	)	$	14,652,755
Net income											4,615,960						4,615,960
Currency translation adjustments														771,971			771,971
Unrealized losses on derivative contracts, net														(18,340	)		(18,340	)
Unrealized losses on marketable securities, net														(47,602	)		(47,602	)
Change in pension and postretirement benefit plans														188,070			188,070
Comprehensive income, net of tax																	5,510,059
FASB Statement No. 158 measurement date transition											(3,471	)					(3,471	)
Adoption of FIN 48											(295,370	)					(295,370	)
Cash dividends declared:
Preferred stock (per share: $2.00)											(20	)					(20	)
Common stock (per share: $1.06)											(1,423,474	)					(1,423,474	)
Common stock acquired for treasury					(8,794	)		(97,222	)		(1,210,718	)					(1,316,734	)
Common stock issued for stock options					5,554			683,049									688,603
Stock-based compensation expense								367,529									367,529
Issuance of restricted stock awards					727			1,541									2,268
Tax benefit from exercises of stock options								28,386									28,386
Other exchanges		(5	)		25			(16	)								4
Balance at December 31, 2007	$	23		$	445,929		$	7,125,544		$	10,417,606		$	221,433		$	18,210,535

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

6

Wyeth        

Consolidated Statements of Cash Flows

(In thousands)

Year Ended December 31,	2007			2006			2005
Operating Activities
Net Income	$	4,615,960		$	4,196,706		$	3,656,298
Adjustments to reconcile net income to net cash provided by operating activities:
Diet drug litigation payments		(481,581	)		(2,972,700	)		(1,453,733	)
Seventh Amendment security fund (deposit)/refund		—			400,000			(1,250,000	)
Tax on repatriation		—			—			170,000
Net gains on sales and dispositions of assets		(59,851	)		(28,545	)		(127,228	)
Depreciation		842,725			761,690			749,163
Amortization		75,954			41,350			37,710
Stock-based compensation		367,529			393,330			108,534
Change in deferred income taxes		756,687			630,131			542,920
Pension provision		338,779			354,531			317,047
Pension contributions		(330,749	)		(271,909	)		(328,895	)
Changes in working capital, net:
Accounts receivable		(1,624	)		(238,764	)		(357,582	)
Inventories		(337,173	)		(7,910	)		7,410
Other current assets		(181,456	)		(39,037	)		16,958
Trade accounts payable and accrued expenses		169,514			70,868			185,326
Accrued taxes		60,379			(7,536	)		15,719
Other items, net		40,586			(27,828	)		61,994
Net Cash Provided by Operating Activities		5,875,679			3,254,377			2,351,641
Investing Activities
Purchases of intangibles and property, plant and equipment		(1,390,668	)		(1,289,784	)		(1,081,291	)
Proceeds from sales of assets		121,716			69,235			365,184
Purchase of additional equity interest in affiliate		(221,655	)		(102,187	)		(92,725	)
Purchases of marketable securities		(2,534,216	)		(2,239,022	)		(651,097	)
Proceeds from sales and maturities of marketable securities		1,422,488			915,339			1,777,005
Net Cash Provided by/(Used for) Investing Activities		(2,602,335	)		(2,646,419	)		317,076
Financing Activities
Proceeds from issuance of long-term debt		2,500,000			—			1,500,000
Repayments of long-term debt		(120,806	)		(12,100	)		(328,187	)
Other borrowing transactions, net		(5,717	)		47,334			82,125
Dividends paid		(1,423,494	)		(1,358,769	)		(1,259,398	)
Purchases of common stock for Treasury		(1,316,734	)		(664,579	)		—
Exercises of stock options		716,896			515,853			234,992
Net Cash Provided by/(Used for) Financing Activities		350,145			(1,472,261	)		229,532
Effect of exchange rate changes on cash and cash equivalents		52,079			26,723			(25,928	)
Increase (Decrease) in Cash and Cash Equivalents		3,675,568			(837,580	)		2,872,321
Cash and Cash Equivalents, Beginning of Year		6,778,311			7,615,891			4,743,570
Cash and Cash Equivalents, End of Year	$	10,453,879		$	6,778,311		$	7,615,891

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

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Wyeth        

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Basis of Presentation: The accompanying consolidated financial statements include the accounts of Wyeth and subsidiaries (the Company). All per share amounts, unless otherwise noted in the footnotes and quarterly financial data, are presented on a diluted basis; that is, based on the weighted average number of outstanding common shares and the effect of all potentially dilutive common shares (primarily unexercised stock options and contingently convertible debt).

Use of Estimates: The financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which require the use of judgments and estimates made by management. Actual results may differ from those estimates.

Description of Business: The Company is a U.S.-based multinational corporation engaged in the discovery, development, manufacture, distribution and sale of a diversified line of products in three primary businesses: Wyeth Pharmaceuticals (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare) and Fort Dodge Animal Health (Animal Health). Pharmaceuticals includes branded human ethical pharmaceuticals, biotechnology products, vaccines and nutrition products. Principal Pharmaceuticals products include neuroscience therapies, vaccines, musculoskeletal therapies, nutrition products, gastroenterology drugs, anti-infectives, oncology therapies, hemophilia treatments, immunological products and women’s health care products. Consumer Healthcare products include analgesics, cough/cold/allergy remedies, nutritional supplements, and hemorrhoidal, asthma and personal care items sold over-the-counter. Principal Animal Health products include vaccines, pharmaceuticals, parasite control and growth implants. The Company sells its diversified line of products to wholesalers, pharmacies, hospitals, physicians, retailers and other health care institutions located in various markets in more than 145 countries throughout the world.

Wholesale distributors and large retail establishments account for a large portion of the Company’s Net revenue and trade receivables, especially in the United States. The Company’s top three wholesale distributors accounted for approximately 32%, 31% and 29% of the Company’s Net revenue in 2007, 2006 and 2005, respectively. The Company’s largest wholesale distributor accounted for approximately 13%, 14% and 12% of net revenue in 2007, 2006 and 2005, respectively. The Company continuously monitors the creditworthiness of its customers.

The Company has three products that accounted for more than 10% of its net revenue during one or more of the past three years: Effexor, which comprised approximately 17%, 18% and 18% of the Company’s Net revenue in 2007, 2006 and 2005, respectively; Enbrel, including the alliance revenue recognized from a co-promotion arrangement with Amgen Inc. (Amgen), which comprised approximately 14% and 12% of the Company’s Net revenue in 2007 and 2006, respectively; and Prevnar, which comprised approximately 11% of the Company’s Net revenue in 2007.

Cash Equivalents consist primarily of commercial paper, fixed-term deposits, securities under repurchase agreements and other short-term, highly liquid securities with maturities of three months or less when purchased and are stated at cost. The carrying value of cash equivalents approximates fair value due to their short-term, highly liquid nature.

Marketable Securities: The Company invests in marketable debt and equity securities, which are classified as available-for-sale. Available-for-sale securities are marked-to-market based on quoted market values of the securities, with the unrealized gains and losses, net of tax, reported as a component of Accumulated other comprehensive income (loss). Realized gains and losses on sales of available-for-sale securities are computed based upon initial cost adjusted for any other-than-temporary declines in fair value. Impairment losses are charged to income for other-than-temporary declines in fair value.

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Wyeth        

Premiums and discounts are amortized or accreted into earnings over the life of the available-for-sale security. Dividend and interest income is recognized when earned. The Company owns no investments that are considered to be held-to-maturity or trading securities.

Inventories are valued at the lower of cost or market primarily under the first-in, first-out method.

Inventories at December 31 consisted of:

(In thousands)	2007		2006
Finished goods	$	989,357	$	732,532
Work in progress		1,584,547		1,312,925
Materials and supplies		461,454		435,002
Total	$	3,035,358	$	2,480,459

Property, Plant and Equipment is carried at cost. Depreciation is provided over the estimated useful lives of the related assets, principally on the straight-line method, as follows:

Buildings	10 - 50 years
Machinery and equipment	3 - 20 years

The construction of most pharmaceutical manufacturing facilities typically includes costs incurred for the validation of specialized equipment, machinery and computer systems to ensure that the assets are ready for their intended use. These costs are primarily recorded in Construction in progress and subsequently reclassified to the appropriate Property, plant and equipment category when the related assets have reached a state of readiness.

Depreciation of such validation costs begins at the same time that depreciation begins for the related facility, equipment and machinery, which is when the assets are deemed ready for their intended purpose.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based on projected undiscounted cash flows associated with the affected assets. A loss is recognized for the difference between the fair value and the carrying amount of the asset. Fair value is determined based on market quotes, if available, or other valuation techniques.

Goodwill and Other Intangibles: Goodwill is defined as the excess of cost over the fair value of net assets acquired. Goodwill and other intangibles are subject to at least an annual assessment for impairment by applying a fair value-based test. Other intangibles with finite lives continue to be amortized. See Note 5 for further detail relating to the Company’s goodwill and other intangibles balances.

Derivative Financial Instruments: The Company currently manages its exposure to certain market risks, including foreign exchange and interest rate risks, through the use of derivative financial instruments and accounts for them in accordance with Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133), SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities” (SFAS No. 138), and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (SFAS No. 149).

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Wyeth        

On the date that the Company enters into a derivative contract, it designates the derivative as: (1) a hedge of the fair value of a recognized asset or liability (fair value hedge), (2) a hedge of a forecasted transaction or the variability of cash flows that are to be received or paid in connection with a recognized asset or liability (cash flow hedge), (3) a foreign currency fair value or cash flow hedge (foreign currency hedge) or (4) a derivative instrument that is not designated for hedge accounting treatment. For certain derivative contracts that are designated and qualify as fair value hedges (including foreign currency fair value hedges), the derivative instrument is marked-to-market with gains and losses recognized in current period earnings to offset the respective losses and gains recognized on the underlying exposure. For derivative contracts that are designated and qualify as cash flow hedges (including foreign currency cash flow hedges), the effective portion of gains and losses on these contracts is reported as a component of Accumulated other comprehensive income (loss) and reclassified into earnings in the same period the hedged transaction affects earnings. Any hedge ineffectiveness on cash flow hedges is immediately recognized in earnings. Ineffectiveness is minimized through the proper relationship of the hedging derivative contract with the hedged item. The Company also enters into derivative contracts that are not designated as hedging instruments. These derivative contracts are recorded at fair value with the gain or loss recognized in current period earnings. The cash flows from each of the Company’s derivative contracts are reflected as operating activities in the consolidated statements of cash flows. The Company does not hold any derivative instruments for trading purposes. See Note 9 for a further description of the Company’s specific programs to manage risk using derivative financial instruments.

Currency Translation: The majority of the Company’s international operations are translated into U.S. dollars using current foreign currency exchange rates with currency translation adjustments reflected in Accumulated other comprehensive income (loss).

Revenue Recognition: Revenue from the sale of Company products is recognized in Net revenue when goods are shipped and title and risk of loss pass to the customer. Provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives are provided for as deductions in determining Net revenue. These provisions are based on estimates derived from current promotional program requirements, wholesaler inventory data and historical experience.

Revenue under co-promotion agreements from the sale of products developed by other companies, such as the Company’s arrangement with Amgen to co-promote Enbrel (in the United States and Canada) and with King Pharmaceuticals, Inc. for Altace, is recorded as alliance revenue, which is included in Net revenue. Alliance revenue is primarily based upon a percentage of the co-promotion partners’ gross margin. Such alliance revenue is earned when the co-promoting company ships the product and title and risk of loss pass to a third party. Additionally, alliance revenue includes certain revenue earned related to sirolimus, the active ingredient in Rapamune, which coats the coronary stent marketed by Johnson & Johnson. There is no cost of goods sold associated with alliance revenue, and the selling and marketing expenses related to alliance revenue are included in Selling, general and administrative expenses. Alliance revenue totaled $1,294.2 million, $1,339.2 million and $1,146.5 million for 2007, 2006 and 2005, respectively.

In 2006, the Company began participating in the U.S. Pediatric Vaccine Stockpile program. As a result, the Company began recognizing revenue from the sale of its Prevnar vaccine to the U.S. federal government in accordance with Securities and Exchange Commission Interpretation, “Commission Guidance Regarding Accounting for Sales of Vaccines and BioTerror Countermeasures to the Federal Government for Placement into the Pediatric Vaccine Stockpile or the Strategic National Stockpile.” Net revenue recorded by the Company under the Pediatric Vaccine Stockpile program for 2007 and 2006 was $44.9 million and $14.2 million, respectively.

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Wyeth        

Sales Deductions: The Company deducts certain items from gross sales, which primarily consist of provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives. In most cases, these deductions are offered to customers based upon volume purchases, the attainment of market share levels, government mandates, coupons and consumer discounts. These costs are recognized at the later of (a) the date at which the related revenue is recorded or (b) the date at which the incentives are offered. Chargebacks/rebates are the Company’s only significant deduction from gross sales and relate primarily to U.S. sales of pharmaceutical products provided to wholesalers and managed care organizations under contractual agreements or to certain governmental agencies that administer benefit programs, such as Medicaid. While different programs and methods are utilized to determine the chargeback or rebate provided to the customer, the Company considers both to be a form of price reduction. Chargeback/rebate accruals included in Accrued expenses at December 31, 2007 and 2006 were $738.0 million and $733.9 million, respectively.

Advertising Costs are expensed as incurred and are included in Selling, general and administrative expenses. Advertising expenses worldwide, which are comprised primarily of television, radio and print media, were $782.4 million, $729.6 million and $591.0 million in 2007, 2006 and 2005, respectively.

Shipping and Handling Costs, which include transportation to customers, transportation to distribution points, warehousing and handling costs, are included in Selling, general and administrative expenses. The Company typically does not charge customers for shipping and handling costs. Shipping and handling costs incurred by the Company were $260.4 million, $241.6 million and $245.3 million in 2007, 2006 and 2005, respectively.

Stock-Based Compensation: Effective January 1, 2006, the Company adopted SFAS No. 123R, “Share-Based Payment” (SFAS No. 123R). This statement requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations as compensation expense (based on their fair values) over the vesting period of the awards. The Company adopted SFAS No. 123R using the modified prospective method, and, therefore, prior periods were not restated. Under the modified prospective method, companies are required to record compensation expense for (1) the unvested portion of previously issued awards that remain outstanding at the initial date of adoption and (2) for any awards issued, modified or settled after the effective date of the statement. See Note 12 for further discussion. Stock-based compensation expense in 2005 consisted of service-vested restricted stock unit and performance-based restricted stock unit awards, which were accounted for in accordance with Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” (APB No. 25), using the intrinsic value method.

Research and Development Expenses are expensed as incurred. Upfront and milestone payments made to third parties in connection with research and development collaborations are expensed as incurred up to the point of regulatory approval. Milestone payments made to third parties upon or subsequent to regulatory approval are capitalized and amortized over the remaining useful life of the respective intangible asset. Amounts capitalized for such payments are included in Other intangibles, net of accumulated amortization.

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Wyeth        

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

(In thousands except per share amounts) Year Ended December 31,	2007		2006		2005
Numerator:
Net income less preferred dividends	$	4,615,940	$	4,196,680	$	3,656,268
Denominator:
Weighted average common shares outstanding		1,342,552		1,345,386		1,339,718
Basic earnings per share	$	3.44	$	3.12	$	2.73
Numerator:
Net income	$	4,615,960	$	4,196,706	$	3,656,298
Interest expense on contingently convertible debt		33,948		30,009		19,798
Net income, as adjusted	$	4,649,908	$	4,226,715	$	3,676,096
Denominator:
Weighted average common shares outstanding		1,342,552		1,345,386		1,339,718
Common stock equivalents of outstanding stock options, deferred contingent common stock awards, performance share awards, time-vested restricted stock awards and convertible preferred stock(1)		14,889		11,777		6,809
Common stock equivalents of assumed conversion of contingently convertible debt		16,901		16,890		16,890
Total shares(1)		1,374,342		1,374,053		1,363,417
Diluted earnings per share(1)	$	3.38	$	3.08	$	2.70

(1) At December 31, 2007, 2006 and 2005, 95,138,407, 77,297,579 and 78,673,881 common shares, respectively, related to options outstanding under the Company’s Stock Incentive Plans were excluded from the computation of diluted earnings per share, as the effect would have been antidilutive.

Recently Issued Accounting Standards: In September 2006, the Financial Accounting Standards Board (FASB) issued 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. On November, 14, 2007, the FASB authorized a partial deferral of the effective date of SFAS No. 157 for one year for non-financial assets and non-financial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis. The deferral does not impact the recognition and disclosure requirements for financial assets and financial liabilities or for non-financial assets and non-financial liabilities that are re-measured at least annually. The Company is continuing to evaluate the impact of SFAS No. 157, but does not anticipate it 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

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Wyeth        

fiscal years beginning after November 15, 2007. The Company does not anticipate adopting SFAS No. 159 as of the effective date for existing eligible financial assets and financial liabilities. Subsequent to the effective date, future eligible transactions will be evaluated, as they occur, for application of SFAS No. 159.

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

In June 2007, the FASB ratified EITF Issue No. 07-03, “Accounting for Nonrefundable Advance Payments for Goods or Services to Be Used in Future Research and Development Activities” (EITF 07-03). EITF 07-03 provides guidance on the timing of expensing nonrefundable advance payments for goods or services that will be used or rendered for research and development activities. EITF 07-03 is effective prospectively for new contracts entered into in fiscal years beginning after December 15, 2007. The Company does not anticipate the adoption of EITF 07-03 will have a material effect on its consolidated financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations” (SFAS No. 141R). SFAS No. 141R improves reporting by creating greater consistency in the accounting and financial reporting of business combinations, resulting in more complete, comparable and relevant information for investors and other users of financial statements. SFAS No. 141R is generally effective prospectively for business combinations with an acquisition date that is on or after fiscal years beginning after December 15, 2008. The Company will adopt SFAS No. 141R for any business combinations entered into after the effective date.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (SFAS No. 160). SFAS No. 160 improves the relevance, comparability and transparency of financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require the ownership interests in subsidiaries held by parties other than the parent be clearly identified, labeled and presented in the consolidated statement of financial position within equity but separate from the parent’s equity. SFAS No. 160 is effective prospectively for fiscal years beginning after December 15, 2008 except for the presentation and disclosure requirements which shall be applied retrospectively. The Company does not anticipate the adoption of the Statement will have a material effect on its financial position or results of operations.

Reclassifications: Certain reclassifications have been made to the December 31, 2006 and 2005 consolidated financial statements and accompanying notes to conform to the December 31, 2007 presentation.

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Wyeth        

2. Significant Transactions

Co-development and Co-commercialization Agreements

During 2007 and 2006, the Company entered into several collaboration and licensing agreements with various companies, of which the amounts incurred in 2007 and 2006 were neither individually, nor in the aggregate, significant. In December 2005, the Company entered into collaboration agreements with Progenics Pharmaceuticals, Inc. and Trubion Pharmaceuticals, Inc. The Company recorded upfront payments of $100.0 million ($65.0 million after-tax or $0.05 per share) within Research and development expenses in connection with the agreements.

Equity Purchase Agreement

In April 2007, the Company completed the acquisition of the remaining 20% of an affiliated entity in Japan, formerly held by Takeda Pharmaceutical Company Limited (Takeda), bringing ownership to 100%. The purchase price for the remaining 20% was $221.7 million. In April 2006, the Company increased its ownership of the affiliated entity from 70% to 80% for a purchase price of $102.2 million, and in April 2005, the Company increased its ownership of the affiliated entity from 60% to 70% for a purchase price of $92.7 million. The purchase price of each buyout was based on a multiple of the entity’s net sales in each of the buyout years. The total purchase price was $416.6 million.

Net Gains on Sales and Dispositions of Assets

For the years ended December 31, 2007, 2006 and 2005, net pre-tax gains on sales and dispositions of assets of $59.9 million, $28.5 million and $127.2 million, respectively, were included in Other income, net and primarily consisted of the following product divestitures:

• 2007 and 2006 net gains included sales of various product rights, which resulted in pre-tax gains of approximately $79.4 million and $44.1 million, respectively.

• 2005 net gains included sales of product rights to Synvisc, Epocler in Brazil and the Solgar line of products, which resulted in pre-tax gains of approximately $168.7 million.

The net assets, sales and profits of these divested assets, individually or in the aggregate, were not material to any business segment or to the Company’s consolidated financial statements as of December 31, 2007, 2006 and 2005.

3. Productivity Initiatives

The Company continued its long-term global productivity initiatives, known as Project Springboard which was launched in 2005. The guiding principles of these initiatives include innovation, cost savings, process excellence and accountability, with an emphasis on improving productivity. In July 2006, the Company established a Global Business Operations initiative as part of the productivity initiatives and entered into a master services agreement with Accenture LLP (Accenture). Accenture will provide the Company with transactional processing and administrative support services over a broad range of areas, including information services, finance and accounting, human resources and procurement functions. Transactional processing services commenced in 2007.

In 2008, the Company will begin Project Impact, a company-wide program designed to redefine the Company’s business model to facilitate long-term growth, as well as to address short-term fiscal

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Wyeth        

challenges. Project Impact will continue to focus on productivity initiatives; however, the scope and depth of Project Impact will be substantially broader.

In 2007, 2006 and 2005, the Company recorded net charges aggregating $273.4 million, $218.6 million and $190.6 million, respectively, related to the productivity initiatives. The Company recorded the charges, including personnel and other costs, in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities” (SFAS No. 146), SFAS No. 144, “Accounting for the Impairment and Disposal of Long-Lived Assets” (SFAS No. 144), SFAS No. 112, “Employers’ Accounting for Postemployment Benefits – an amendment of FASB Statement Nos. 5 and 43” (SFAS No. 112), and SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits” (SFAS No. 88). The charges were recorded to recognize the closure of certain manufacturing facilities and the elimination of certain positions at the Company’s facilities. In addition to these ongoing productivity initiatives, the 2007 charges include costs pertaining to the closure of a manufacturing facility owned by Amgen and used in the production of Enbrel.

The Company recorded the following charges related to these productivity initiatives for the year ended December 31:

	Year Ended December 31,
(In thousands except per share amounts)	2007		2006		2005
Personnel costs	$	30,395	$	93,543	$	174,773
Accelerated depreciation		69,810		85,079		42,878
Other closure/exit costs		173,195		39,958		13,172
Asset sales		—		—		(40,207	)
Total productivity initiatives charges	$	273,400	$	218,580	$	190,616
Productivity initiatives charges, after-tax	$	194,400	$	154,438	$	137,128
Decrease in diluted earnings per share	$	0.14	$	0.11	$	0.10
The productivity initiatives charges were recorded as follows:
(In thousands)	2007		2006		2005
Cost of goods sold	$	244,354	$	129,200	$	137,749
Selling, general and administrative expenses		28,778		78,033		85,555
Research and development expenses		268		11,347		7,519
Asset sales		—		—		(40,207	)
Total	$	273,400	$	218,580	$	190,616

The productivity initiatives charges by reportable segments were as follows:
(In thousands) Segment	2007		2006		2005
Pharmaceuticals	$	259,505	$	197,951	$	186,245
Consumer Healthcare		9,735		11,494		4,371
Animal Health		4,160		9,135		—
Total	$	273,400	$	218,580	$	190,616

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Wyeth        

The following table summarizes the total charges discussed above, payments made and the reserve balance at December 31, 2007:

				Changes in Reserve Balance
(In thousands) Productivity Initiatives	Total Charges to Date			Reserve at December 31, 2006		Total Charges 2007		Net Payments/ Non-cash Items			Reserve at December 31, 2007
Personnel costs	$	298,711		$	173,116	$	30,395	$	(48,947	)	$	154,564
Accelerated depreciation		197,767			—		69,810		(69,810	)		—
Other closure/exit costs		226,325			340		173,195		(57,505	)		116,030
Asset sales		(40,207	)		—		—		—			—
Total	$	682,596		$	173,456	$	273,400	$	(176,262	)	$	270,594

At December 31, 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 over the next 36 months. The reserve for Other closure/exit costs includes the Company’s obligation pertaining to the closure of a manufacturing facility owned by Amgen and used in the production of Enbrel. The closure of the manufacturing facility was completed in the 2007 fourth quarter.

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Wyeth        

4. Marketable Securities

The cost, gross unrealized gains (losses) and fair value of available-for-sale securities by major security type at December 31, 2007 and 2006 were as follows:

(In thousands) At December 31, 2007	Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Available-for-sale:
Commercial paper	$	191,648	$	13	$	(17	)	$	191,644
Certificates of deposit		123,470		118		(126	)		123,462
U.S. Treasury and agency securities		270,419		2,523		(28	)		272,914
Corporate debt securities		1,464,012		8,813		(27,611	)		1,445,214
Asset-backed securities		445,150		494		(21,764	)		423,880
Mortgage-backed securities		515,714		1,620		(10,106	)		507,228
Equity securities		24,782		7,798		(3,083	)		29,497
Total marketable securities	$	3,035,195	$	21,379	$	(62,735	)	$	2,993,839
(In thousands) At December 31, 2006	Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Available-for-sale:
Commercial paper	$	209,824	$	—	$	(39	)	$	209,785
Certificates of deposit		19,996		5		—			20,001
U.S. Treasury and agency securities		29,878		47		(89	)		29,836
Corporate debt securities		593,301		9,778		(4,483	)		598,596
Asset-backed securities		650,715		401		(87	)		651,029
Mortgage-backed securities		391,815		336		(1,191	)		390,960
Equity securities		30,028		19,046		(350	)		48,724
Total marketable securities	$	1,925,557	$	29,613	$	(6,239	)	$	1,948,931

The Company’s investments that have been in a continuous unrealized loss position for 12 months or longer for 2007 were not significant. The Company’s realized gains and losses on its investments during 2007 were not significant.

The contractual maturities of debt securities classified as available-for-sale at December 31, 2007 were as follows:

(In thousands)	Cost		Fair Value
Available-for-sale:
Due within one year	$	633,444	$	641,865
Due one year through five years		1,613,802		1,589,119
Due five years through 10 years		96,606		96,166
Due after 10 years		666,561		637,192
Total	$	3,010,413	$	2,964,342

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Wyeth        

5. Goodwill and Other Intangibles

In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142), goodwill is required to be tested for impairment at the reporting unit level utilizing a two-step methodology. The initial step requires the Company to determine the fair value of each reporting unit and compare it with the carrying value, including goodwill, of such unit. If the fair value exceeds the carrying value, no impairment loss would be recognized. However, if the carrying value of this unit exceeds its fair value, the goodwill of the unit may be impaired. The amount, if any, of the impairment then would be measured in the second step. Goodwill in each reporting unit is tested for impairment during the fourth quarter of each year. The Company determined there was no impairment of the recorded goodwill for any of its reporting units as of December 31, 2007 and 2006.

In April 2007, the Company completed the acquisition of the remaining 20% of an affiliated entity in Japan, formerly held by Takeda, bringing ownership to 100%, which resulted in Goodwill additions of $157.0 million.

The Company’s Other intangibles, net of accumulated amortization was $383.6 million in 2007 and $356.7 million in 2006, the majority of which are licenses having finite lives that are being amortized over their estimated useful lives ranging from five to 10 years.

Total amortization expense for intangible assets was $76.0 million, $41.4 million and $37.7 million in 2007, 2006 and 2005, respectively. Annual amortization expense expected for the years 2008 through 2012 is as follows:

(In thousands)	Amortization Expense
2008	$	69,600
2009		68,400
2010		67,600
2011		67,300
2012		46,300

The changes in the carrying value of goodwill by reportable segment for the years ended December 31, 2007 and 2006 were as follows:

(In thousands)	Pharmaceuticals		Consumer Healthcare		Animal Health		Total
Balance at January 1, 2006	$	2,720,302	$	582,533	$	533,559	$	3,836,394
Addition		57,084		—		—		57,084
Currency translation adjustments		30,319		1,311		630		32,260
Balance at December 31, 2006		2,807,705		583,844		534,189		3,925,738
Addition		157,048		—		—		157,048
Currency translation adjustments		50,118		1,229		869		52,216
Balance at December 31, 2007	$	3,014,871	$	585,073	$	535,058	$	4,135,002

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6. Debt and Financing Arrangements

The Company’s debt at December 31 consisted of:

(In thousands)	2007		2006
Notes payable:
4.125% Notes due 2008	$	300,000	$	300,000
6.700% Notes due 2011		1,500,000		1,500,000
5.250% Notes due 2013		1,500,000		1,500,000
5.500% Notes due 2014		1,750,000		1,750,000
5.500% Notes due 2016		1,000,000		1,000,000
5.450% Notes due 2017		500,000		—
7.250% Notes due 2023		250,000		250,000
6.450% Notes due 2024		500,000		500,000
6.500% Notes due 2034		750,000		750,000
6.000% Notes due 2036		500,000		500,000
5.950% Notes due 2037		2,000,000		—
Floating rate convertible debentures due 2024		1,020,000		1,020,000
Pollution control and industrial revenue bonds:
5.10%-5.80% due 2008-2018		57,150		57,150
Other debt:
0.25%-5.72% due 2008-2024		19,758		134,727
Fair value of debt attributable to interest rate swaps		157,559		(40,909	)
Total debt		11,804,467		9,220,968
Less current portion		311,586		124,225
Long-term debt	$	11,492,881	$	9,096,743

The fair value of outstanding debt as of December 31, 2007 and 2006 was $12,032.2 million and $9,606.5 million, respectively. At December 31, 2007, the aggregate maturities of debt during the next five years and thereafter are as follows:

(In thousands)
2008	$	311,586
2009		13,618
2010		323
2011		1,589,842
2012		354
Thereafter		9,888,744
Total debt	$	11,804,467

Revolving Credit Facilities

In August 2007, the Company replaced its prior $1,350.0 million, five-year revolving credit facility maturing in August 2010 and its prior $1,747.5 million, five-year revolving credit facility maturing in February 2009 with a new $3,000.0 million, five-year revolving 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 the Company 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

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proceeds from the new credit facility may be used for the Company’s general corporate and working capital requirements and for support of the Company’s commercial paper, if any. At December 31, 2007 and 2006, there were no borrowings outstanding under these credit facilities, nor did the Company have any commercial paper outstanding that was supported by these facilities.

Notes and Debentures

On March 27, 2007, the Company issued $2,500.0 million of Notes in a transaction registered with the U.S. Securities and Exchange Commission. These Notes consisted of two tranches, which pay interest semiannually on April 1 and October 1, as follows:

• $2,000.0 million 5.95% Notes due 2037

• $   500.0 million 5.45% Notes due 2017

On December 16, 2003, the Company issued $1,020.0 million aggregate principal amount of Debentures due January 15, 2024. Interest on the Debentures accrues at the six-month London Interbank Offering Rate (LIBOR) minus 0.50%. At December 31, 2007 and 2006, the interest rate on the Debentures was 4.89% and 5.11%, respectively. The Debentures contain a number of conversion features that include substantive contingencies. The Debentures were initially convertible by the holders at an initial conversion rate of 16.559 shares of the Company’s common stock for each $1,000 principal amount of the Debentures, which was equal to an initial conversion price of $60.39 per share. The conversion rate is subject to adjustment as a result of certain corporate transactions and events, including the payment of increased common stock dividends. During the 2007 fourth quarter, the conversion rate was adjusted to 16.6429 shares of common stock for each $1,000 principal amount of the Debentures, which is equal to an adjusted conversion price of $60.09 per share, resulting in an increase of 85,578 shares of common stock reserved for the Debentures. The holders may convert their Debentures, in whole or in part, into shares of the Company’s common stock under any of the following circumstances: (1) during any calendar quarter commencing after March 31, 2004 and prior to December 31, 2022 (and only during such calendar quarter) if the price of the Company’s common stock is greater than or equal to 130% of the applicable conversion price for at least 20 trading days during a 30-consecutive trading day period; (2) at any time after December 31, 2022 and prior to maturity if the price of the Company’s common stock is greater than or equal to 130% of the applicable conversion price on any day after December 31, 2022; (3) if the Company has called the Debentures for redemption; (4) upon the occurrence of specified corporate transactions such as a consolidation, merger or binding share exchange pursuant to which the Company’s common stock would be converted into cash, property or securities; or (5) if the credit rating assigned to the Debentures by either Moody’s Investors Services (Moody’s) or Standard & Poor’s (S&P) is lower than Baa3 or BBB-, respectively, or if the Debentures no longer are rated by at least one of these agencies or their successors (the Credit Rating Clause).

Upon conversion, the Company has the right to deliver, in lieu of shares of its common stock, cash or a combination of cash and shares of its common stock. The Company may redeem some or all of the Debentures at any time on or after July 20, 2009 at a purchase price equal to 100% of the principal amount of the Debentures plus any accrued interest. Upon a call for redemption by the Company, the holder of each $1,000 Debenture may tender such Debentures for conversion. The holders have the right to require the Company to purchase their Debentures for cash at a purchase price equal to 100% of the principal amount of the Debentures plus any accrued interest on July 15, 2009, January 15, 2014 and January 15, 2019 or upon a fundamental change as described in the Debentures. In accordance with EITF No. 04-8, the Company has included an additional 16,901,342 shares outstanding related to the Debentures in its diluted earnings per share calculation for 2007 (see Note 1).

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The Credit Rating Clause described above has been determined to be an embedded derivative as defined by SFAS No. 133. In accordance with SFAS No. 133, embedded derivatives are required to be recorded at their fair value. Based upon an external valuation, the Credit Rating Clause did not have a significant fair value at December 31, 2007 and 2006.

Interest Rate Swaps

The Company entered into the following interest rate swaps, whereby the Company effectively converted the fixed rate of interest on certain Notes to a floating rate, which is based on LIBOR. See Note 9 for further discussion of the interest rate swaps.

		Notional Amount
Hedged Notes Payable	Swap Rate	2007		2006
		(In thousands)
$1,750.0 million 5.500% due 2014	6-month LIBOR in arrears + 0.6110%	$	750,000	$	750,000
	6-month LIBOR in arrears + 0.6085%		650,000		650,000
	6-month LIBOR in arrears + 0.6085%		350,000		350,000
1,500.0 million 6.700% due 2011	3-month LIBOR + 1.0892%		750,000		750,000
	3-month LIBOR + 0.8267%		750,000		750,000
1,500.0 million 5.250% due 2013	6-month daily average LIBOR + 0.8210%		800,000		800,000
	6-month daily average LIBOR + 0.8210%		700,000		700,000
500.0 million 6.450% due 2024	6-month LIBOR in arrears + 1.0370%		250,000		250,000
300.0 million 4.125% due 2008	6-month daily average LIBOR + 0.6430%		150,000		150,000
	6-month daily average LIBOR + 0.6430%		150,000		150,000

Interest (Income) Expense, net

The components of Interest (income) expense, net are as follows:

(In thousands) Year Ended December 31,	2007			2006			2005
Interest expense	$	696,583		$	570,247		$	403,284
Interest income		(707,494	)		(505,493	)		(282,078	)
Less: Amount capitalized for capital projects		(79,600	)		(71,400	)		(46,450	)
Interest (income) expense, net	$	(90,511	)	$	(6,646	)	$	74,756

Interest payments in connection with the Company’s debt obligations for the years ended December 31, 2007, 2006 and 2005 amounted to $642.5 million, $553.9 million and $343.3 million, respectively.

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7. Other Noncurrent Liabilities

Other noncurrent liabilities includes reserves for the Redux and Pondimin diet drug litigation (see Note 14) and reserves relating to income taxes, environmental matters, product liability and other litigation, employee benefit liabilities and minority interests.

The Company has responsibility for environmental, safety and cleanup obligations under various federal, state and local laws, including the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as the Superfund. It is the Company’s policy to accrue for environmental cleanup costs if it is probable that a liability has been incurred and the amount can be reasonably estimated. In many cases, future environmental-related expenditures cannot be quantified with a reasonable degree of accuracy. Environmental expenditures that relate to an existing condition caused by past operations that do not contribute to current or future results of operations are expensed. As investigations and cleanups proceed, environmental-related liabilities are reviewed and adjusted as additional information becomes available. The aggregate environmental-related accruals were $269.1 million and $287.7 million at December 31, 2007 and 2006, respectively. Environmental-related accruals have been recorded without giving effect to any possible future insurance proceeds. See Note 14 for discussion of contingencies.

Through 1998, the Company provided incentive awards under the Management Incentive Plan (MIP), which provided for cash and deferred contingent common stock awards to key employees. Deferred contingent common stock awards plus accrued dividends, related to the MIP program, totaling 337,542 and 388,844 shares were outstanding at December 31, 2007 and 2006, respectively. Incentive awards under the MIP program stopped being granted after the 1998 performance year.

Subsequently, the Company adopted the Executive Incentive Plan (EIP) and the Performance Incentive Award Program (PIA), which provide financial awards to employees based on the Company’s operating results and the individual employee’s performance. Substantially all U.S. and Puerto Rico exempt employees, who are not subject to other incentive programs, and key international employees are eligible to receive cash awards under PIA, with our most highly compensated executives receiving awards under the EIP. The accrual for EIP and PIA awards for 2007, 2006 and 2005 was $253.8 million, $236.8 million and $235.6 million, respectively, and is included within Accrued expenses.

8. Pensions and Other Postretirement Benefits

Plan Descriptions

Pensions

The Company sponsors retirement plans for most full-time employees. These defined benefit and defined contribution plans cover all U.S. and certain international locations. Benefits from defined benefit pension plans are based primarily on participants’ compensation and years of credited service. Generally, the Company’s contributions to defined contribution plans are based on a percentage of each employee’s contribution.

The Company maintains 401(k) savings plans that allow participation by substantially all U.S. employees. Most employees are eligible to enroll in the savings plan on their hire date and can contribute between 1% and 50% of their base pay. The Company provides a matching contribution to eligible participants of 50% on the first 6% of base pay contributed to the plan, or a maximum of 3% of base pay. Employees can direct their contributions and the Company’s matching contributions into any of the funds offered. These funds provide participants with a cross section of investing options, including a Company common stock fund. All contributions to the Company’s common stock fund, whether by employee or employer, can be transferred to other fund choices daily.

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Total pension expense for both defined benefit and defined contribution plans for 2007, 2006 and 2005 was $338.8 million, $354.5 million and $317.0 million, respectively, of which pension expense for defined contribution plans for 2007, 2006 and 2005 totaled $102.6 million, $98.8 million and $96.7 million, respectively.

Other Postretirement Benefits

The Company provides postretirement health care and life insurance benefits for certain retirees from most U.S. locations and Canada. Most full-time employees become eligible for these benefits after attaining specified age and satisfying service requirements.

Pension Plan Assets

U.S. Pension Plan Assets

Pension plan assets to fund the Company’s qualified defined benefit plans obligations are invested in accordance with certain asset allocation criteria and investment guidelines established by the Company’s Retirement and Pension Committees.

The Company’s U.S. qualified defined benefit pension plans’ (the Plans) asset allocation, by broad asset class, was as follows as of December 31, 2007 and 2006, respectively:

	Target Asset Allocation Percentage as of December 31,		Percentage of Plan Assets as of December 31,
Asset Class	2007	2006	2007	2006
U.S. Equity	35%	35%	34%	34%
Non-U.S. Equity	25%	25%	28%	29%
U.S. and International Fixed Income and cash	30%	30%	28%	27%
Alternative investments	10%	10%	10%	10%

The Plans’ assets totaled $4,213.3 million and $3,990.4 million at December 31, 2007 and 2006, respectively. At December 31, 2007 and 2006, the Plans’ assets represented approximately 84% and 86% of total worldwide plan assets, respectively. Investment responsibility for these assets is assigned to outside investment managers under the supervision of the Company’s Retirement and Pension Committee, and participants do not have the ability to direct the investment of these assets. Each of the Plans’ asset classes is broadly diversified by security, market capitalization (e.g., exposure to large cap and small cap), industrial sector and investment style (exposure to growth and value). Our goal is to maintain asset class exposure in line with prevailing target asset allocation percentages through monthly rebalancing toward those targets.

Within U.S. Equity, the Plans use a combination of enhanced index and active investment strategies. Investment vehicles utilized within these categories include both separately managed accounts and diversified funds. The Plans’ active investment managers are prohibited from investing in the Company’s common stock.

The Plans’ Non-U.S. Equity composite is invested primarily in mature or developed markets using active investment strategies and separately managed accounts. The Plans’ exposure to emerging or developing markets is achieved through investment in diversified funds.

U.S. and International Fixed Income assets are invested largely in securities categorized as investment grade using active investment strategies, and investment vehicles utilized include separately managed accounts and diversified funds. The Plans, however, do maintain modest exposure to below investment grade debt – specifically, high-yield U.S. fixed income and emerging market debt. The

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Plans’ separate fixed income account managers are prohibited from investing in debt securities issued by the Company. At December 31, 2007, the Plans held $452.9 million in mortgage-backed securities within its Fixed Income assets. The Plans have not experienced any significant losses pertaining to these securities in 2007.

In 2006, the Pension and Retirement Committees reallocated approximately 10% of the Plans’ assets from U.S. Equity to a mix of alternative investments (e.g., hedge funds, real estate and private equity), splitting the allocation equally between two outside investment managers. Investment vehicles utilized within these categories include both diversified funds and direct limited partnership investments.

The Plans’ assets are managed with the dual objectives of minimizing pension expense and cash contributions over the long term as well as maintaining the Plans’ fully funded status (based on accumulated benefit obligation) on an ongoing basis. With the assistance of an outside investment consultant, asset-liability studies are performed approximately every five years, and the Plans’ target asset allocation percentages are adjusted accordingly. The investment managers of each separately managed account are prohibited from investing in derivative securities, except for currency hedging activities, which are permitted within the Plans’ Non-U.S. asset class. With respect to the diversified funds in which the Plans invest, the existing investment guidelines permit derivative securities in the portfolio, but the use of leverage (e.g., margin borrowing) is strictly prohibited. With respect to alternative investments, however, the use of leverage is permitted.

Investment performance is reviewed on a monthly basis by total assets, asset class and individual manager, relative to one or more appropriate benchmarks. On a quarterly basis, the investment consultant performs a detailed statistical analysis of both investment performance and portfolio holdings. Formal meetings are held with each investment manager at least once per year to review investment performance and to ascertain whether any changes in process or turnover in professional personnel have occurred at the management firm.

Non-U.S. Pension Plan Assets

At December 31, 2007 and 2006, the Company’s non-U.S. defined benefit pension plan assets totaled $818.8 million and $671.6 million, respectively, which represented approximately 16% and 14% of total worldwide plan assets at December 31, 2007 and 2006, respectively. The Company’s United Kingdom (U.K.) and Canadian plan assets in the aggregate totaled $543.4 million and $503.1 million at December 31, 2007 and 2006, respectively, and represented approximately 66% of the non-U.S. total plan assets at December 31, 2007 compared with approximately 75% of the non-U.S. total plan assets at December 31, 2006. At December 31, 2007, the non-U.S. defined benefit plans’ investments in mortgage-backed securities were not significant.

The Company’s U.K. and Canadian pension plan asset allocation, by broad asset class, was as follows as of December 31, 2007 and 2006, respectively:

	Percentage of U.K. Plan Assets as of December 31,		Percentage of Canadian Plan Assets as of December 31,
Asset Class	2007	2006	2007	2006
U.K./Canadian Equity	43%	36%	32%	33%
Non-U.K./Non-Canadian Equity	14%	18%	39%	39%
U.K./Canadian Fixed Income and Cash	43%	46%	29%	28%

U.K. defined benefit pension assets totaled $392.4 million and $370.2 million at December 31, 2007 and 2006, respectively, which represented approximately 8% of total worldwide plan assets at both

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December 31, 2007 and 2006. Investment responsibility is assigned to outside investment managers, and participants do not have the ability to direct the investment of these assets. Each of the U.K. plan’s asset classes is broadly diversified and actively managed.

Canadian defined benefit pension assets totaled $151.0 million and $132.9 million at December 31, 2007 and 2006, respectively, which represented approximately 3% of total worldwide plan assets at both December 31, 2007 and 2006. Investment responsibility is assigned to outside investment managers, and participants do not have the ability to direct the investment of these assets. Each of the Canadian plan’s asset classes is broadly diversified and actively managed.

Plan Obligations, Plan Assets, Funded Status and Periodic Cost

In September 2006, SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158), was issued. SFAS No. 158 requires, among other things, the recognition of the funded status of defined benefit pension plans, retiree health care and other postretirement benefit plans and postemployment benefit plans on the consolidated balance sheet. Each overfunded plan is recognized as an asset, and each underfunded plan is recognized as a liability. The adoption of SFAS No. 158 requires that unrecognized prior service costs or credits and net actuarial gains or losses as well as subsequent changes in the funded status be recognized as a component of Accumulated other comprehensive income (loss) within Stockholders’ Equity. SFAS No. 158 requires initial application for fiscal years ending after December 15, 2006. As a result of adopting SFAS No. 158 as of December 31, 2006, the 2006 consolidated balance sheet included the following changes:

(In thousands)	Increase (Decrease)
Other current assets, including deferred taxes	$	7,528
Other assets, including deferred taxes		(350,243	)
Other intangibles, net of accumulated amortization		(7,214	)
Pension liabilities		344,872
Accrued postretirement obligations other than pensions		435,748
Accumulated other comprehensive income (loss)		(1,130,549	)

The adoption of SFAS No. 158 did not impact the calculation of pension expense. The Company’s non-qualified U.S. pension plans currently are not funded.

The amounts in Accumulated other comprehensive income (loss) that are expected to be recognized as components of net periodic benefit cost (credit) during the 2008 fiscal year are as follows:

(In thousands)	Pension		Postretirement			Total
Prior service cost (credit)	$	4,130	$	(44,944	)	$	(40,814	)
Net unrecognized actuarial loss		64,891		45,617			110,508
Transition obligation		454		—			454

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The Company uses a December 31 measurement date for its defined benefit pension plans. The change in the benefit obligation for the Company’s defined benefit pension plans for 2007 and 2006 was as follows:

(In thousands)	Pensions						Other Postretirement Benefits
Change in Benefit Obligation	2007			2006			2007			2006
Benefit obligation at January 1	$	5,446,675		$	5,183,855		$	1,697,511		$	1,951,144
Service cost		213,930			193,124			57,424			49,070
Interest cost		312,583			282,764			102,808			95,074
Amendments and other adjustments		84,771			29,076			(71,065	)		(158,438	)
Net actuarial loss (gain)		(241,678	)		81,531			81,157			(136,862	)
Settlements/curtailments		(1,545	)		(745	)		—			—
Benefits paid		(373,105	)		(393,017	)		(100,799	)		(102,977	)
Currency translation adjustment		60,769			70,087			8,090			500
Benefit obligation at December 31	$	5,502,400		$	5,446,675		$	1,775,126		$	1,697,511

The change in the benefit obligation for pensions was impacted primarily by an actuarial gain as a result of an increase in the discount rate, as described in the “Plan Assumptions” section contained herein, and other actuarial assumptions, offset by an overall increase in service and interest cost due to a higher benefit obligation at the beginning of 2007. The prior year actuarial loss included changes due to plan participant census data and higher plan compensation costs, partially offset by a gain due to an increase in the discount rate.

The change in the accumulated benefit obligation for other postretirement benefit plans includes an actuarial loss due to changes in termination, retirement and health care trend assumptions. The loss was partially offset by gains due to an increase in the discount rate, as described in the “Plan Assumptions” section contained herein, and improved per capita claims cost assumptions. The gain attributable to 2007 plan amendments and other adjustments reflects increases in prescription drug co-payments, medical out-of-pocket and plan deductibles by retirees. The gain attributable to prior year plan amendments was primarily due to the commencement of medical premium contributions by retirees.

The change in plan assets for the Company’s defined benefit pension plans for 2007 and 2006 was as follows:

(In thousands)	Pensions						Other Postretirement Benefits
Change in Plan Assets	2007			2006			2007			2006
Fair value of plan assets at January 1	$	4,662,030		$	4,253,336		$	—		$	—
Actual return on plan assets		397,888			594,211			—			—
Settlements/curtailments		—			(13,108	)		—			—
Adjustments		71,555			—			—			—
Company contributions		228,170			173,105			100,799			102,977
Benefits paid		(373,105	)		(393,017	)		(100,799	)		(102,977	)
Currency translation adjustment		45,556			47,503			—			—
Fair value of plan assets at December 31	$	5,032,094		$	4,662,030		$	—		$	—

The Company made contributions to the U.S. qualified defined benefit pension plans of $171.5 million and $136.0 million in 2007 and 2006, respectively. The contributions were made to fund a portion of the current pension expense for the U.S. qualified defined benefit pension plans. The current portion of the pension liability at December 31, 2007 and 2006 was approximately $35.1 million and $20.3 million, respectively.

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There were no plan assets for the Company’s other postretirement benefit plans at December 31, 2007 and 2006, as postretirement benefits are funded by the Company when claims are paid. The current portion of the accrued benefit liability for other postretirement benefits was approximately $99.8 million and $96.8 million at December 31, 2007 and 2006, respectively.

The Company expects to contribute approximately $220.0 million to its qualified defined benefit pension plans and make payments of approximately $100.0 million for its other postretirement benefits in 2008.

Amounts relating to our defined benefit pension plans, which are included in the consolidated balance sheets are as follows:

(In thousands) Amounts Recognized in the Consolidated Balance Sheets	Pensions
	2007			2006
Other assets including deferred taxes	$	65,889		$	42,058
Pension liability		(536,964	)		(826,703	)
Accumulated other comprehensive income (loss)		(1,081,325	)		(1,269,395	)

Net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans for 2007, 2006 and 2005 was as follows:

(In thousands)	Pensions									Other Postretirement Benefits
Components of Net Periodic Benefit Cost	2007			2006			2005			2007			2006			2005
Service cost	$	213,930		$	193,124		$	166,632		$	57,424		$	49,070		$	49,032
Interest cost		312,583			282,764			266,969			102,808			95,074			103,028
Expected return on plan assets		(404,174	)		(360,046	)		(338,134	)		—			—			—
Amortization of prior service cost		8,822			10,635			8,636			(41,970	)		(38,997	)		(20,926	)
Amortization of transition obligation		706			455			1,095			—			—			—
Recognized net actuarial loss		104,411			129,540			106,816			53,034			52,689			48,139
Termination benefits		—			—			4,812			—			—			—
Settlement/curtailment loss		(83	)		(745	)		3,474			—			—			—
Net periodic benefit cost	$	236,195		$	255,727		$	220,300		$	171,296		$	157,836		$	179,273

Net periodic benefit cost for pensions was lower in 2007 as compared with 2006 due primarily to lower recognized net actuarial losses and higher expected returns on plan assets, as a result of Company contributions made in 2007 and prior year plan asset gains.

Net periodic benefit cost for other postretirement benefits was higher in 2007 compared with 2006 due primarily to increases associated with changes in per capita claim cost, termination, retirement and health care trend assumptions, partially offset by an increase in the discount rate.

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Estimated Future Benefit Payments

The Company expects to pay the following in benefit payments related to its defined benefit pension plans and other postretirement benefit plans, which reflect expected future service, as appropriate. Expected payments for other postretirement benefits have been reduced by the Medicare Part D subsidy.

(In thousands)	Pensions		Other Postretirement Benefits	Medicare Part D Subsidy
2008	$	303,900	$  99,800	$	10,400
2009		304,600	104,500		10,500
2010		319,400	108,900		11,200
2011		324,100	112,900		11,600
2012		338,700	115,200		12,900
2013-2017		1,814,400	603,000		69,700

Plan Assumptions

Weighted average assumptions used in developing the benefit obligations at December 31 and net periodic benefit cost for the U.S. pension and postretirement plans were as follows:

	Pensions			Other Postretirement Benefits
Benefit Obligations	2007	2006	2005	2007	2006	2005
Discount rate	6.45%	5.90%	5.65%	6.45%	5.90%	5.65%
Rate of compensation increase	4.00%	4.00%	4.00%	—	—	—
	Pensions			Other Postretirement Benefits
Net Periodic Benefit Cost	2007	2006	2005	2007	2006	2005
Discount rate	5.90%	5.65%	6.00%	5.90%	5.65%	6.00%
Rate of compensation increase	4.00%	4.00%	4.00%	—	—	—
Expected return on plan assets	9.00%	9.00%	9.00%	—	—	—

The discount rate assumption relating to U.S. pension plan and other postretirement benefit liabilities is determined on an annual basis by the Company, with input from an outside actuary. The process by which the assumed discount rate is developed attempts to match the projected stream of benefit payments to the yields provided by high-quality corporate bonds (i.e., those rated Aa3 or better by Moody’s) at all points across the yield curve at the applicable measurement date. In developing the assumed discount rate, the rates at each point on the yield curve are weighted based on the proportion of benefit payments expected to be paid at that point on the curve relative to the total.

The expected return on assets of the Plans is determined on an annual basis by the Company, with input from an outside investment consultant. The Company maintains a long-term investment horizon (e.g., 10 years or more) in developing the expected rate of return assumption, and the impact of current/short-term market factors is not permitted to exert a disproportionate influence on the process. While long-term historical returns are a factor in this process, consideration also is given to forward-looking factors, including, but not limited to, the following:

• Expected economic growth and inflation;

• The forecasted statistical relationship (i.e., degree of correlation, or co-movement) between the various asset classes in which the Plans invest;

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• Forecasted volatility for each of the component asset classes;

• Current yields on debt securities; and

• The likelihood of price-earnings ratio expansion or contraction.

Finally, the expected return on plan assets does not represent the forecasted return for the near term; rather, it represents a best estimate of normalized capital market returns over the next decade or more, based on the target asset allocation in effect.

The assumed health care cost trends for the Company’s other postretirement benefit plans for 2007, 2006 and 2005 are as follows:

	Other Postretirement Benefits
Assumed Health Care Cost Trend	2007	2006	2005
Health care cost trend rate assumed for next year	9.00%	9.00%	11.00%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.00%	5.00%	5.00%
Year that the rate reaches the ultimate trend rate	2014	2011	2010

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

(In thousands)	1 Percentage- Point Increase		1 Percentage- Point Decrease
Effect on annual service and interest cost	$	31,213	$	(25,530	)
Effect on postretirement benefit obligation		237,161		(195,316	)

9. Derivative Instruments and Foreign Currency Risk Management Programs

Derivative financial instruments are measured at fair value and are recognized as assets or liabilities on the balance sheet with changes in the fair value of the derivatives recognized in either Net income or Accumulated other comprehensive income (loss), depending on the timing and designated purpose of the derivative. The fair value of forward contracts, currency option contracts and interest rate swaps reflects the present value of the contracts at December 31, 2007.

The Company currently engages in two primary programs to manage its exposure to intercompany and third-party foreign currency risk. The two programs and the corresponding derivative contracts are as follows:

1. Short-term foreign exchange forward contracts and swap contracts are used as economic hedges to neutralize month-end balance sheet exposures. These contracts essentially take the opposite currency position of that projected in the month-end balance sheet to counterbalance the effect of any currency movement. These derivative instruments are not designated as hedges and are recorded at fair value with any gains or losses recognized in current period earnings. The Company recorded a net loss of $32.4 million in 2007, a net loss of $85.8 million in 2006 and a net gain of $121.9 million in 2005, respectively, in Other income, net related to gains and losses on these foreign exchange forward contracts and swap contracts. These amounts consist of gains and losses from contracts settled during 2007, 2006 and 2005, as well as contracts outstanding at December 31, 2007, 2006 and 2005 that are recorded at fair value. The related cash flow impact of these derivatives is reflected as cash flows from operating activities.

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2. The Company uses combinations of option strategies that involve the simultaneous purchase of a put contract at one strike rate and the sale of a call contract at another strike rate as well as individual foreign currency put options in its cash flow hedging program to partially cover foreign currency risk related to international intercompany inventory sales. These instruments are designated as cash flow hedges, and, accordingly, any unrealized gains or losses are included in Accumulated other comprehensive income (loss) with the corresponding asset or liability recorded on the balance sheet. The Company recorded after-tax net losses of $28.7 million, $10.3 million and $4.3 million for 2007, 2006 and 2005, respectively, in Accumulated other comprehensive income (loss) with the corresponding liabilities recorded in Accrued expenses related to these cash flow hedges. The unrealized net losses in Accumulated other comprehensive income (loss) will be reclassified into the consolidated statement of operations when the inventory is sold to a third party. As such, the Company anticipates recognizing these net losses during the next 12 months. In 2007, 2006 and 2005, the Company recognized net losses of $13.9 million, $16.4 million and $15.3 million, respectively, related to cash flow hedges on inventory that was sold to third parties. These losses are included in Other income, net. Put and call option contracts outstanding as of December 31, 2007 expire no later than September 2008.

The Company also has entered into the following effective fair value interest rate swaps to manage interest rate exposures:

			Fair Value
(In thousands)	Maturity Date	Notional Amount	Assets (Liabilities)
Hedged Notes Payable			2007			2006
$1,750,000, 5.500%	2014	$750,000	$	21,149		$	(10,384	)
	2014	650,000		16,485			(10,562	)
	2014	350,000		9,021			(5,087	)
1,500,000, 6.700%	2011	750,000		42,814			21,472
	2011	750,000		42,377			20,993
1,500,000, 5.250%	2013	800,000		7,774			(28,559	)
	2013	700,000		6,276			(25,483	)
500,000, 6.450%	2024	250,000		12,845			3,141
300,000, 4.125%	2008	150,000		(245	)		(2,931	)
	2008	150,000		(937	)		(3,509	)
Total			$	157,559		$	(40,909	)

These interest rate swaps effectively convert the fixed rate of interest on these Notes to a floating rate. Interest expense on these Notes is adjusted to include the payments made or received under the interest rate swap agreements. The fair value of these swaps has been recorded in Other assets including deferred taxes or Other noncurrent liabilities and accrued expenses with the corresponding adjustment recorded to the respective underlying Notes in Loans payable/Long-term debt.

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10. Income Taxes

The components of the Company’s Income before income taxes based on the location of operations were:

(In thousands) Year Ended December 31,	2007		2006		2005
U.S.	$	3,677,087	$	2,486,467	$	2,128,702
Non-U.S.		2,779,595		2,943,437		2,651,887
Income before income taxes	$	6,456,682	$	5,429,904	$	4,780,589

The Provision for income taxes consisted of:

(In thousands) Year Ended December 31,	2007		2006			2005
Current:
Federal	$	645,579	$	229,348		$	132,736
State		5,774		(8,293	)		(414	)
Foreign		724,565		390,857			453,217
Current provision for income taxes		1,375,918		611,912			585,539
Deferred:
Federal		293,656		671,386			512,807
State		131,951		(33,454	)		53,055
Foreign		39,197		(16,646	)		(27,110	)
Deferred provision for income taxes		464,804		621,286			538,752
Total provision for income taxes	$	1,840,722	$	1,233,198		$	1,124,291

Net deferred tax assets were reflected on the consolidated balance sheets at December 31 as follows:

(In thousands)	2007			2006
Net current deferred tax assets	$	1,527,537		$	1,688,057
Net noncurrent deferred tax assets		1,645,647			2,183,641
Net current deferred tax liabilities		(13,508	)		(7,515	)
Net noncurrent deferred tax liabilities		(158,835	)		(120,472	)
Net deferred tax assets	$	3,000,841		$	3,743,711

Deferred income taxes are provided for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred tax assets result principally from the recording of certain accruals and reserves that currently are not deductible for tax purposes, from an elective deferral for tax purposes of research and development costs, from loss carryforwards and from tax credit carryforwards. Deferred tax liabilities result principally from the use of accelerated depreciation for tax purposes.

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The components of the Company’s deferred tax assets and liabilities were as follows:

(In thousands) Year Ended December 31,	2007			2006
Deferred tax assets:
Diet drug product litigation accruals	$	790,408		$	958,962
Product litigation and environmental liabilities and other accruals		592,309			516,476
Postretirement, pension and other employee benefits		1,252,411			1,243,582
Net operating loss (NOL) and other carryforwards		45,910			709,996
State tax NOL and other carryforwards, net of federal tax		111,025			188,115
State tax on temporary differences, net of federal tax		180,748			217,805
Restructuring		81,045			47,100
Inventory related reserves		449,340			285,567
Investments and advances		71,550			47,246
Property, plant and equipment		54,462			52,880
Research and development costs		324,650			412,618
Intangibles		122,113			121,457
Other		27,611			27,231
Total deferred tax assets		4,103,582			4,829,035
Deferred tax liabilities:
Tax on earnings which may be remitted to the United States		(205,530	)		(205,530	)
Depreciation		(568,480	)		(559,077	)
Pension and other employee benefits		(25,874	)		(10,309	)
Intangibles		(136,815	)		(110,931	)
Investments		(23,767	)		(17,013	)
Other		(41,343	)		(50,574	)
Total deferred tax liabilities		(1,001,809	)		(953,434	)
Deferred tax asset valuation allowances		(7,689	)		(13,116	)
State deferred tax asset valuation allowances, net of federal tax		(93,243	)		(118,774	)
Total valuation allowances		(100,932	)		(131,890	)
Net deferred tax assets	$	3,000,841		$	3,743,711

Deferred taxes for net operating losses and other carryforwards principally relate to federal tax credits and foreign net operating loss and tax credits that have various carryforward periods. Although not material, valuation allowances have been established for certain foreign deferred tax assets as the Company has determined that it was more likely than not that these benefits will not be realized. Except as it relates to these items, the Company has not established valuation allowances related to its net federal or foreign deferred tax assets of $2,810.0 million as the Company believes that it is more likely than not that the benefits of these assets will be realized.

As of December 31, 2007, the Company had deferred state tax assets for net operating loss carryforwards and tax credit carryforwards, net of federal tax, of $111.0 million and net deferred state tax assets for cumulative temporary differences, net of federal tax, of $180.7 million. The decrease of $114.1 million in total deferred state tax assets from December 31, 2006, was primarily the result of utilization of the deferred tax assets. Valuation allowances of $93.2 million have been established for state deferred tax assets, net of federal tax, related to net operating losses, credits and accruals as the Company determined it was more likely than not that these benefits will not be realized. The change in the valuation allowance in 2007 is mostly due to the utilization of related deferred tax assets in connection with the settlement of the federal audit and adjustments relating to SFAS No. 158. In the third quarter of 2006, the Company released a previously established valuation allowance against state deferred tax assets of $70.4 million ($0.05 per share) recorded within the Provision (benefit) for income taxes.

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As of December 31, 2007, income taxes were not provided on unremitted earnings of $12,058.6 million expected to be permanently reinvested internationally. If income taxes were provided on those earnings, they would approximate $2,731.8 million.

The difference between income taxes based on the U.S. statutory rate and the Company’s provision was due to the following:

(In thousands) Year Ended December 31,	2007			2006			2005
Provision at U.S. statutory tax rate	$	2,259,839		$	1,900,467		$	1,673,206
Increase (decrease) in taxes resulting from:
Puerto Rico, Ireland and Singapore manufacturing operations		(391,458	)		(546,544	)		(529,110	)
Research tax credits		(67,500	)		(64,115	)		(77,500	)
Refunds of prior year taxes		(4,836	)		(24,258	)		(108,917	)
State taxes, net of federal taxes:
Provision		101,487			79,496			103,664
Valuation allowance adjustment		(10,513	)		(106,631	)		(55,992	)
Repatriation charge		—			—			170,000
Restructuring/special charges		16,690			12,361			13,228
All other, net		(62,987	)		(17,578	)		(64,288	)
Provision at effective tax rate	$	1,840,722		$	1,233,198		$	1,124,291
The above analysis of the Company’s tax provision includes the effects of certain items that significantly affected the comparability of the Company’s effective tax rate from year to year. These items consisted of the productivity initiatives in 2007, 2006 and 2005 (see Note 3), the repatriation charge in 2005 and the 2006 third quarter release of state valuation allowances (as described above). Excluding the effects of the items noted above, and assuming the expensing of stock options in 2005, reconciliations between the resulting tax rate and the U.S. statutory tax rate were as follows:
Year Ended December 31,	2007			2006			2005
U.S. statutory tax rate		35.0	%		35.0	%		35.0	%
Effect of Puerto Rico, Ireland and Singapore manufacturing operations		(5.8	)%		(9.9	)%		(11.3	)%
Research tax credits		(1.0	)%		(1.1	)%		(1.7	)%
All other, net		0.3	%		0.2	%		(1.8	)%
Effective tax rate, excluding certain items affecting comparability		28.5	%		24.2	%		20.2	%

The tax benefit attributable to the effect of Puerto Rico manufacturing operations is principally due to a government grant in Puerto Rico that reduces the tax rate on most of the Company’s income from manufacturing operations in Puerto Rico from 39% to 2% through 2018. In 2006, the Company and the government of Puerto Rico finalized a new grant, which reduces the tax rate from 39% to a range of 0% to 2% through 2023.

Total income tax payments, net of tax refunds, in 2007, 2006 and 2005 amounted to $1,138.7

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Wyeth        

million, $621.2 million and $331.9 million, respectively.

The Company files tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In 2007, the Company completed and effectively settled an audit for the 1998-2001 tax years with the Internal Revenue Service (IRS). Taxing authorities in various jurisdictions are in the process of reviewing the Company’s tax returns. Except for the California Franchise Tax Board, where the Company has filed protests for the 1996-2003 tax years, taxing authorities are generally reviewing tax returns for post-2001 tax years, including the IRS, which has begun its audit of the Company’s tax returns for the 2002-2005 tax years. As part of this audit, the IRS is examining the pricing of the Company’s cross-border arrangements. While the Company believes that the pricing of these arrangements is appropriate and that its reserves are adequate with respect to such pricing, it is possible that the IRS will propose adjustments in excess of such reserves and that conclusion of the audit will result in adjustments in excess of such reserves. An unfavorable resolution for open tax years could have a material effect on the Company’s results of operations or cash flows in the period in which an adjustment is recorded and in future periods. The Company believes that an unfavorable resolution for open tax years would not be material to the financial position of the Company; however, each year, the Company records significant tax benefits with respect to its cross-border arrangements, and the possibility of a resolution that is material to the financial position of the Company cannot be excluded.

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 and December 31, 2007, were $1,174.4 million and $956.7 million, respectively. If these unrecognized tax benefits were recognized, there would be a favorable impact on the Provision for income taxes of $1,019.6 million on January 1, 2007 and $807.6 million on December 31, 2007. A reconciliation of the change in unrecognized tax benefits during 2007 is as follows:

(In thousands) Unrecognized Tax Benefits	2007
Balance at January 1	$	1,174,410
Additions relating to the current year		148,214
Additions relating to prior years		91,782
Reductions relating to prior years		(40,035	)
Settlements during the year		(266,603	)
Reductions due to lapse of statute of limitations		(151,126	)
Balance at December 31	$	956,642

The Company does not expect any significant change to the above unrecognized tax benefits during the next 12 months.

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 $288.0 million of accrued interest and penalties as of January 1, 2007 and December 31, 2007, respectively.

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11. Capital Stock

There were 2,400,000,000 shares of common stock and 5,000,000 shares of preferred stock authorized at December 31, 2007 and 2006, respectively. Of the authorized preferred shares, there is a series of shares (9,467 shares and 11,084 shares outstanding at December 31, 2007 and 2006, respectively), which is designated as $2.00 convertible preferred stock. Each share of the $2.00 series is convertible at the option of the holder into 36 shares of common stock. This series may be called for redemption at $60.00 per share plus accrued dividends.

Changes in outstanding common shares during 2007, 2006 and 2005 were as follows:

(In thousands except shares of preferred stock)	2007		2006		2005
Balance at January 1	1,345,250		1,343,349		1,335,092
Issued for stock options and restricted stock awards	16,663		13,152		7,991
Purchases of common stock for treasury	(25,800	)	(13,016	)	—
Conversions of preferred stock
(1,617, 3,631 and 1,407 shares in 2007, 2006 and 2005, respectively) and other exchanges	1,673		1,765		266
Balance at December 31	1,337,786		1,345,250		1,343,349

On January 27, 2006, the Company’s Board of Directors approved a share repurchase program allowing for the repurchase of up to 15,000,000 shares of the Company’s common stock. The Company repurchased 13,016,400 shares during 2006. On January 25, 2007, the Company’s Board of Directors amended the previously authorized program to allow for future repurchases of up to 30,000,000 shares, inclusive of 1,983,600 shares that remained under the prior authorization. On September 27, 2007, the Company’s Board of Directors further amended the program to allow for repurchases of up to $5,000.0 million of our common stock inclusive of $1,188.2 million of repurchases executed between January 25, 2007 and September 27, 2007 under the prior authorization. In the 2007 fourth quarter, $101.3 million of repurchases were executed, leaving a remaining authorization of approximately $3,710.5 million for future repurchases as of December 31, 2007.

Treasury stock is accounted for using the par value method. Shares of common stock held in treasury at December 31, 2007, 2006 and 2005 were 84,864,647, 77,342,696 and 79,112,368, respectively. The Company did not retire any shares held in treasury during 2007, 2006 and 2005.

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12. Stock-Based Compensation

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

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

The Company selected the modified prospective method as prescribed under SFAS No. 123R, which requires companies (1) to record compensation expense for the unvested portion of previously issued awards that remain outstanding at the initial date of adoption and (2) to record compensation expense for any awards issued, modified or settled after the effective date of the statement.

As a result of adopting SFAS No. 123R, the Company began recording stock-based compensation expense for stock options in 2006. The following table summarizes the components and classification of stock-based compensation expense:

(In thousands) Year Ended December 31,	2007		2006		2005
Stock options	$	126,140	$	170,778	$	—
Restricted stock unit awards		41,916		43,818		15,064
Performance-based restricted stock unit awards		76,657		62,309		57,221
Net stock-based compensation expense	$	244,713	$	276,905	$	72,285
Pharmaceuticals	$	266,703	$	274,691	$	57,276
Consumer Healthcare		24,186		27,030		5,549
Animal Health		10,884		11,023		2,286
Corporate		65,756		80,586		43,423
Total stock-based compensation expense	$	367,529	$	393,330	$	108,534
Cost of goods sold	$	37,143	$	30,794	$	2,288
Selling, general and administrative		223,219		249,712		81,288
Research and development		107,167		112,824		24,958
Total stock-based compensation expense		367,529		393,330		108,534
Tax benefit		122,816		116,425		36,249
Net stock-based compensation expense	$	244,713	$	276,905	$	72,285
Decrease in diluted earnings per share	$	0.18	$	0.20	$	0.05

Prior to the adoption of SFAS No. 123R, the Company presented all tax benefits resulting from the exercise of stock options as operating cash flows (reflected in accrued taxes). SFAS No. 123R requires the cash flows resulting from excess tax benefits (tax deductions realized in excess of the compensation costs recognized for the options exercised) from the date of adoption of SFAS No. 123R to be classified as financing cash flows. Therefore, excess tax benefits for the 12 months ended December 31, 2007 and 2006 have been classified as financing cash flows.

Under the modified prospective method, results for prior periods have not been restated to reflect

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the effects of implementing SFAS No. 123R. The following table illustrates the effect on 2005 net income and earnings per share as if the Company had applied the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure, Amendment of SFAS No. 123” (SFAS No. 148), to stock-based employee compensation:

(In thousands except per share amounts) Year Ended December 31,	2005
Net income, as reported	$	3,656,298
Add: Stock-based employee compensation expense included in reported net income, net of tax		72,285
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of tax		(299,885	)
Pro forma net income	$	3,428,698
Earnings per share:
Basic — as reported	$	2.73
Basic — pro forma	$	2.56
Diluted — as reported	$	2.70
Diluted — pro forma	$	2.53

Pro forma stock-based compensation expense should include amounts related to the accelerated amortization of the fair value of options granted to retirement-eligible employees. Prior to January 1, 2006, the Company recognized pro forma stock-based compensation expense related to retirement-eligible employees over the award’s contractual vesting period. Had the provisions been adopted prior to 2006, the impact of accelerated vesting on the pro forma stock-based compensation expense would have resulted in an expense reduction, net of tax, of $16.9 million, $23.6 million and $23.7 million for 2007, 2006 and 2005, respectively. The Company recorded the impact of accelerated vesting for options granted to retirement-eligible employees subsequent to January 1, 2006 and will continue to provide pro forma disclosure related to those options granted in prior periods.

The fair value of issued stock options is estimated on the date of grant utilizing a Black-Scholes option-pricing model that incorporates the assumptions noted in the table below. Expected volatilities are based on implied volatilities from traded options on the Company’s stock and historical volatility of the Company’s stock price. The weighted average fair value of the options granted in 2007, 2006 and 2005 was determined using the following assumptions:

Year Ended December 31,	2007	2006	2005
Expected volatility of stock price	20.1%	24.3%	28.0%
Expected dividend yield	2.1%	2.1%	2.1%
Risk-free interest rate	4.6%	5.0%	3.9%
Expected life of options	6 years	6 years	5 years
Weighted average fair value of stock options granted	$12.64	$12.92	$11.00

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Wyeth        

For all options granted after January 1, 2006, blended volatility rates, which incorporate both implied and historical volatility rates, are utilized rather than relying solely on historical volatility rates. Based on available guidance, the Company believes blended volatility rates that combine market-based measures of implied volatility with historical volatility rates are a more appropriate indicator of the Company’s expected volatility. The expected life of stock options is estimated based on historical data on exercises of stock options and other factors to estimate the expected term of the stock options granted. For options granted subsequent to January 1, 2006, the Company has adjusted the assumption for the expected life of stock options from five years to six years as a result of continued assessment of historical experiences. The effect of the changes in these assumptions on income before income taxes, net income and diluted earnings per share for the year ended December 31, 2006 was not material. The expected dividend yields are based on the forecasted annualized dividend rate. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation expenses. The estimate of the forfeiture rate is based primarily upon historical experience of employee turnover. As actual forfeitures become known, stock-based compensation expense is adjusted accordingly.

The Company has several Stock Incentive Plans that provide for the granting of stock options, service-vested restricted stock unit awards and performance-based restricted stock unit awards. Under the Stock Incentive Plans, awards may be granted with respect to a maximum of 175,000,000 shares (of which 22,000,000 shares may be used for service-vested restricted stock unit and performance-based restricted stock unit awards). At December 31, 2007, there were 15,033,437 shares available for future grants under the Stock Incentive Plans, of which up to 1,313,963 shares were available for service-vested restricted stock unit and performance-based restricted stock unit awards.

During 2005, the Company implemented the Long Term Incentive Program (the LTIP), which replaced the stock option program in effect at that time. Under the LTIP, eligible employees receive a combination of stock options, service-vested restricted stock units and/or performance-based restricted stock units. Stock options are granted with an exercise price equal to the market value of the Company’s common stock on the date the option is granted. Stock options vest ratably over a three-year period and have a contractual term of 10 years. The service-vested restricted stock units generally are converted to shares of common stock subject to the awardee’s continued employment on the third anniversary of the date of grant. The performance share unit awards granted in 2006 are comprised of units that may be converted to shares of common stock (one share per unit) (up to 200% of the award) based on the achievement of certain performance criteria related to a future performance year (i.e., 2008 for a 2006 award) and on achievement of a second multi-year performance criterion; namely, Wyeth’s Total Shareholder Return ranking compared with that of an established peer group of companies for the period January 1, 2006 through December 31, 2008. Similarly, performance-based restricted stock unit awards granted in 2007 also are comprised of units that may be converted to shares of common stock (one share per unit) (up to 200% of the award) based on certain performance criteria related to a future performance year (i.e., 2009 for a 2007 award) and for most awardees on the achievement of a second multi-year performance criterion; namely, Wyeth’s Total Shareholder Return ranking compared with that of an established peer group of companies for the period January 1, 2007 through December 31, 2009. However, for certain of our executive officer awardees, the Compensation and Benefits Committee retains discretion to apply criteria in addition to, or in lieu of, the Total Shareholder Return ranking to reduce the amount of the award earned on account of the performance criteria for the future performance year.

The fair value of performance-based restricted stock unit awards is estimated on the grant date utilizing the Monte Carlo pricing model. This pricing model, which incorporates assumptions about stock price volatility, dividend yield and risk-free rate of return, establishes fair value through the use of multiple simulations to evaluate the probability of the Company achieving various stock price levels,

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and to determine the Company’s ranking within its Total Shareholder Return performance criteria. However, for certain executive officers for which the Compensation and Benefits Committee retains discretion to apply criteria in addition to, or in lieu of, Wyeth’s Total Shareholder Return ranking, the fair value of performance-based restricted stock unit awards is estimated on the grant date utilizing the grant date stock price, discounted for the dividend yield. Similarly, the fair value of service-vested restricted stock unit awards is estimated on the grant date utilizing the grant date stock price, discounted for the dividend yield over the restricted period.

Some of the Stock Incentive Plans permit the granting of stock appreciation rights (SARs), which entitle the holder to receive shares of the Company’s common stock or cash equal to the excess of the market price of the common stock over the exercise price when exercised. At December 31, 2007, there were no outstanding SARs.

Stock option information related to the plans was as follows:

Stock Options	2007		Weighted Average Exercise Price		2006		Weighted Average Exercise Price		2005		Weighted Average Exercise Price
Outstanding at January 1	150,988,314		$	50.04	154,950,739		$	49.13	146,916,811		$	48.84
Granted	11,853,706			55.62	12,527,320			48.21	21,516,025			43.55
Canceled/forfeited	(3,044,952	)		52.76	(3,338,102	)		50.04	(5,490,936	)		48.62
Exercised (2007 — $34.19 to $57.23 per share)	(16,662,832	)		41.33	(13,151,643	)		37.64	(7,991,161	)		29.11
Outstanding at December 31	143,134,236			51.46	150,988,314			50.04	154,950,739			49.13
Exercisable at December 31	118,217,254		$	51.66	119,360,854		$	51.47	113,976,512		$	51.72

The total intrinsic value of options exercised during 2007 was $227.1 million. As of December 31, 2007, the total remaining unrecognized compensation cost related to stock options was $142.0 million, which will be amortized over the respective remaining requisite service periods ranging from one month to three years. The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2007 was $150.0 million and $146.1 million, respectively.

The following table summarizes information regarding stock options outstanding at December 31, 2007:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$34.19 to 39.99	5,392,534	5.1 years	$	35.32	5,392,534	$	35.32
40.00 to 49.99	54,050,675	6.8 years		43.15	40,421,513		42.15
50.00 to 59.99	50,844,963	4.0 years		55.50	39,557,143		55.41
60.00 to 65.32	32,846,064	3.0 years		61.52	32,846,064		61.52
	143,134,236				118,217,254

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A summary of service-vested restricted stock unit and performance-based restricted stock unit awards activity as of December 31, 2007 and changes during the 12 months ended December 31, 2007 is presented below:

Service-Vested and Performance-Based Restricted Stock Units	Number of Nonvested Units		Weighted Average Grant Date Fair Value
Outstanding units at January 1, 2007	8,607,050		$	44.68
Granted/Earned	4,570,695			52.77
Distributed	(2,108,875	)		43.19
Forfeited	(550,960	)		46.88
Outstanding units at December 31, 2007	10,517,910		$	48.38

As of December 31, 2007, the total remaining unrecognized compensation cost related to service-vested restricted stock unit and performance-based restricted stock unit awards amounted to $142.0 million and $67.9 million, respectively, which will be amortized over the respective remaining requisite service periods ranging from four months to five years.

At the April 27, 2006 Annual Meeting of Stockholders, the stockholders approved the 2006 Non-Employee Directors Stock Incentive Plan, under which directors receive both stock options and deferred stock units. This plan replaced the Stock Option Plan for Non-Employee Directors and the 1994 Restricted Stock Plan for Non-Employee Directors and provides stock option and deferred stock units to continuing and new non-employee directors beginning in 2006. As described below, however, continuing non-employee directors who joined the Board of Directors prior to April 27, 2006 will continue to receive their annual restricted stock grants under the 1994 Restricted Stock Plan for Non-Employee Directors until they reach the total award. Under the 2006 Non-Employee Directors Stock Incentive Plan, a maximum of 300,000 shares may be granted to non-employee directors, of which 75,000 shares may be issued as deferred stock units. At December 31, 2007, 201,300 shares were available for future grants, 49,800 of which may be used for deferred stock units. For the year ended December 31, 2007, 38,500 stock options and 13,200 deferred stock units were issued from this plan. All options are granted with an exercise price equal to 100% of the fair market value of the Company’s common stock on the date of grant.

Under the Stock Option Plan for Non-Employee Directors, a maximum of 250,000 shares were authorized for grant to non-employee directors at 100% of the fair market value of the Company’s common stock on the date of the grant. Options no longer will be issued from this plan, under which a total of 226,000 stock options were granted and remained outstanding as of December 31, 2007.

Under the 1994 Restricted Stock Plan for Non-Employee Directors, a maximum of 100,000 restricted shares may be granted to non-employee directors. The restricted shares granted to each non-employee director are not delivered until prior to the end of a five-year restricted period. At December 31, 2007, 49,600 shares were available for future grants. Non-employee directors who joined the Board of Directors prior to April 27, 2006 will continue to receive their annual grants under this plan up to the maximum allowable shares (for each non-employee director, 4,000 restricted shares in the aggregate in annual grants of 800 shares); however, non-employee directors who joined the Board of Directors on or after April 27, 2006 will not receive grants of restricted shares under this plan.

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13. Accumulated Other Comprehensive Income (Loss)

The components of Accumulated other comprehensive income (loss) are set forth in the following table:

(In thousands)	Foreign Currency Translation Adjustments(1)			Net Unrealized Gains (Losses) on Derivative Contracts(2)			Net Unrealized Gains (Losses) on Marketable Securities(2)			Minimum Pension Liability Adjustments(2)			SFAS No. 158 (2)			Accumulated Other Comprehensive Income (Loss)
Balance January 1, 2005	$	518,388		$	(36,800	)	$	15,693		$	(30,129	)	$	—		$	467,152
Period change		(492,784	)		32,518			(4,128	)		(67,483	)		—			(531,877	)
Balance December 31, 2005		25,604			(4,282	)		11,565			(97,612	)		—			(64,725	)
Period change		565,745			(6,060	)		4,157			(41,234	)		—			522,608
Adoption of SFAS No. 158		—			—			—			138,846			(1,269,395	)		(1,130,549	)
Balance December 31, 2006		591,349			(10,342	)		15,722			—			(1,269,395	)		(672,666	)
Period change		771,971			(18,340	)		(47,602	)		—			188,070			894,099
Balance December 31, 2007	$	1,363,320		$	(28,682	)	$	(31,880	)	$	—		$	(1,081,325	)	$	221,433

(1) Income taxes generally are not provided for foreign currency translation adjustments, as such adjustments relate to permanent investments in international subsidiaries.

(2) Deferred income tax assets (liabilities) provided for net unrealized (losses) gains on derivative contracts at December 31, 2007, 2006 and 2005 were $15,444, $5,569 and $2,306, respectively; for net unrealized gains (losses) on marketable securities at December 31, 2007, 2006 and 2005 were $9,476, $(7,656) and $(5,259), respectively; for minimum pension liability adjustments at December 31, 2005 were $47,119; and for SFAS No. 158 at December 31, 2007 and 2006 were $617,964 and $774,323, respectively.

14. Contingencies and Commitments

Contingencies

The Company is involved in various legal proceedings, including product liability, patent, commercial, environmental and antitrust matters, of a nature considered normal to its business (see Note 7 for discussion of environmental matters), the most important of which are described below. It is the Company’s policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and an amount is reasonably estimable. Additionally, the Company records insurance receivable amounts from third-party insurers when recovery is probable.

Prior to November 2003, the Company was self-insured for product liability risks with excess coverage on a claims-made basis from various insurance carriers in excess of the self-insured amounts and subject to certain policy limits. Effective November 2003, the Company became completely self-insured for product liability risks.

Accruals for product liability and other legal proceedings, except for the environmental matters discussed in Note 7, amounted to $2,540.7 million and $3,032.9 million at December 31, 2007 and 2006, respectively. The Company also has recorded receivables from insurance companies for these matters amounting to $334.4 million and $325.3 million as of December 31, 2007 and 2006, respectively.

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 demand for its products and may result in significant damages.

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Patent litigation, if resolved unfavorably, can injure the Company’s business by subjecting the Company’s products to earlier than expected generic competition and also can give rise to payment of significant damages or restrictions on the Company’s future ability to operate its business.

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

Product Liability Litigation

Diet Drug Litigation

The Company has been named as a defendant in numerous legal actions relating to the diet drugs Pondimin (which in combination with phentermine, a product that was not manufactured, distributed or sold by the Company, was commonly referred to as “fen-phen”) or Redux, which the Company estimated were used in the United States, prior to their 1997 voluntary market withdrawal, by approximately 5.8 million people. These actions allege, among other things, that the use of Redux and/or Pondimin, independently or in combination with phentermine, caused certain serious conditions, including valvular heart disease and primary pulmonary hypertension (PPH).

On October 7, 1999, the Company announced a nationwide class action settlement (the settlement) to resolve litigation brought against the Company regarding the use of the diet drugs Redux or Pondimin. The settlement covered all claims arising out of the use of Redux or Pondimin, except for PPH claims, and was open to all Redux or Pondimin users in the United States. As originally designed, the settlement was comprised of two settlement funds to be administered by an independent Settlement Trust (the Trust). Fund A (with a value at the time of settlement of $1,000.0 million plus $200.0 million for legal fees) was created to cover refunds, medical screening costs, additional medical services and cash payments, education and research costs, and administration costs. Fund A was fully funded by contributions by the Company. Fund B (which was to be funded by the Company on an as-needed basis up to a total of $2,550.0 million, plus interest) would compensate claimants with significant heart valve disease. Any funds remaining in Fund A after all Fund A obligations were met were to be added to Fund B to be available to pay Fund B injury claims. In December 2002, following a joint motion by the Company and plaintiffs’ counsel, the Court approved an amendment to the settlement agreement, which provided for the merger of Funds A and B into a combined Settlement Fund, to cover all expenses and injury claims in connection with the settlement. The merger of the two funds took place in January 2003. Pursuant to the Seventh Amendment to the settlement agreement, which was approved in 2005 and became effective on May 16, 2006, the Company has committed an additional $1,275.0 million to fund a new claims processing structure and a new payment schedule for claims for compensation based on Levels I and II, the two lowest levels of the five-level settlement matrix. Payments in connection with the nationwide settlement were $822.7 million in 2002. There were no payments made in 2003. Payments in connection with the nationwide settlement were $26.4 million in 2004, $307.5 million in 2005, $856.0 million in 2006 (including payments made in 2006 in connection with the Seventh Amendment) and $99.1 million in 2007. Payments under the nationwide settlement may continue, if necessary, until 2018.

On January 18, 2002, as collateral for the Company’s financial obligations under the settlement, the Company established a security fund in the amount of $370.0 million. In April 2002, pursuant to an agreement among the Company, class counsel and representatives of the Settlement Trust, an additional $45.0 million (later reduced to $35.0 million) was added to the security fund. In February 2003, as

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required by an amendment to the settlement agreement, an additional $535.2 million was added by the Company to the security fund, bringing the total amount in the security fund to $940.2 million, which is included in Other assets including deferred taxes, at December 31, 2007. The amounts in the security fund are owned by the Company and will earn interest income for the Company while residing in the security fund. The Company will be required to deposit an additional $180.0 million in the security fund if the Company’s credit rating, as reported by both Moody’s and S&P, falls below investment grade. In addition, on March 29, 2005, as collateral for the Company’s financial obligations under the Seventh Amendment, the Company established a security fund in the amount of $1,250.0 million. The amounts in the Seventh Amendment security fund are owned by the Company and will earn interest income for the Company while residing in the Seventh Amendment security fund. The $856.0 million in payments during 2006 in connection with the nationwide settlement included a $400.0 million payment that was made toward the Seventh Amendment and was paid from the Seventh Amendment security fund. As of December 31, 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 nationwide settlement agreement gave class members the right to opt out of the settlement after receiving certain initial settlement benefits if they met certain medical criteria. Approximately 63,000 class members who chose to leave the nationwide settlement subsequently filed lawsuits against the Company. As of December 31, 2007, the Company had settled approximately 99% of these claims.

In litigation involving the claims of class members who opted out of the nationwide class action settlement, a jury hearing the case of Cavender v. American Home Products Corporation, et al., No. 4:02CV1830 ERW (U.S.D.C., E.D. Mo.), in which the plaintiff alleged that she developed valvular regurgitation as a result of her use of Pondimin, found in favor of the plaintiff on June 20, 2007 and awarded $75,000 in damages. On July 20, 2007, a jury hearing the case of Dean v. American Home Products Corporation, et al., No. 4:02CV1833 ERW (U.S.D.C., E.D. Mo.), in which the plaintiff also alleged that she developed valvular regurgitation as a result of her use of Pondimin, found in favor of the Company. The Company subsequently entered into an agreement with the law firm that represented the plaintiffs in Cavender and Dean to settle the claims of that firm’s diet drug plaintiffs; as a result, the cases were dismissed prior to any ruling on post-trial motions.

On April 27, 2004, a jury in Beaumont, Texas, hearing the case of Coffey, et al. v. Wyeth, et al., No. E-167,334, 172nd Judicial District Court, Jefferson County, Texas, returned a verdict in favor of the plaintiffs for $113.4 million in compensatory damages and $900.0 million in punitive damages for the wrongful death of the plaintiffs’ decedent (Cappel), allegedly as a result of PPH caused by her use of Pondimin. On May 17, 2004, the trial court entered judgment on behalf of the plaintiffs for the full amount of the jury’s verdict, as well as $4.2 million in pre-judgment interest and $188,737 in guardian ad litem fees. The Company filed an appeal from the judgment entered by the trial court and believed that it would have had strong arguments for reversal or reduction of the awards on appeal due to the significant number of legal errors made during trial and in the charge to the jury and due to a lack of evidence to support aspects of the verdict. On April 20, 2007, the Coffey/Cappel case was dismissed following an agreement reached by the Company with the law firm representing the Coffey/Cappel plaintiffs to settle the claims of that firm’s diet drug clients.

As of December 31, 2007, the Company was a defendant in approximately 55 pending lawsuits in which the plaintiff alleges a claim of PPH, alone or with other alleged injuries. During the course of

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settlement discussions, certain plaintiffs’ attorneys have informed the Company that they represent additional individuals who claim to have PPH, but the Company is unable to evaluate whether any such additional purported cases of PPH would meet the national settlement agreement’s definition of PPH. The Company continues to work toward resolving the claims of individuals who allege that they have developed PPH as a result of their use of the diet drugs and intends to vigorously defend those PPH cases that cannot be resolved prior to trial.

The Company has recorded pre-tax charges in connection with the Redux and Pondimin diet drug matters, which, as of December 31, 2007 totaled $21,100.0 million. Payments to the nationwide class action settlement funds, individual settlement payments, legal fees and other items were $481.6 million, $2,972.7 million and $1,453.7 million for 2007, 2006 and 2005, respectively.

The remaining diet drug litigation accrual is classified as follows at December 31:

(In thousands)	2007		2006
Accrued expenses	$	1,458,309	$	2,089,890
Other noncurrent liabilities		800,000		650,000
Total litigation accrual	$	2,258,309	$	2,739,890

The $2,258.3 million reserve at December 31, 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 Company is a defendant in numerous lawsuits alleging injury as a result of the plaintiffs’ use of one or more of the Company’s hormone or estrogen therapy products, including Prempro and Premarin. As of December 31, 2007, the Company was defending approximately 5,400 actions brought on behalf of approximately 7,900 women in various federal and state courts throughout the United States (including in particular the United States District Court for the Eastern District of Arkansas and the Pennsylvania Court of Common Pleas, Philadelphia County) for personal injuries, including claims for breast cancer, stroke, ovarian cancer and heart disease, allegedly resulting from their use of Prempro or Premarin. These cases were filed following the July 2002 stoppage of the hormone therapy subset of the Women’s Health Initiative (WHI) study.

In addition to the individual lawsuits described above, numerous putative class actions have been filed on behalf of current or former Prempro or Premarin users in federal and state courts throughout the United States and in Canada. Plaintiffs in these cases generally allege personal injury resulting from their use of Prempro or Premarin and are seeking medical monitoring relief and purchase price refunds as well as other damages. The Company opposes class certification. Many of these plaintiffs have withdrawn or dismissed their class allegations. Only four putative class actions remain pending.

On February 1, 2005, the Florida Circuit Court certified a statewide medical monitoring class of asymptomatic Prempro users who have used the product for longer than six months (Gottlieb, et al. v. Wyeth, No. 02 18165CA 27, Cir. Ct., 11^th Jud. Cir., Dade County, Florida). On appeal, the Third District Court of Appeal, by opinion dated February 15, 2006, reversed the certification of the class. Plaintiffs’ appeal to the Florida Supreme Court seeking discretionary review was denied in January 2007.

The federal Judicial Panel on Multi-District Litigation (MDL) has ordered that all federal Prempro cases be transferred for coordinated pretrial proceedings to the United States District Court for the

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Eastern District of Arkansas. Plaintiffs filed a Master Class Action Complaint in the MDL seeking damages for purchase price refunds and medical monitoring costs. The complaint sought to certify a 29-state consumer fraud subclass, a 29-state unfair competition subclass and a 24-state medical monitoring subclass of Prempro users. A class certification hearing was held June 1-3, 2005, and the District Court denied certification of all the proposed classes. No appeal was filed. Subsequently, however, class counsel in the MDL filed new motions for class certification, seeking certification of statewide refund classes for Prempro users in the states of California and West Virginia. Following briefing on the class certification motions, the MDL judge remanded the cases to federal courts in California and West Virginia for decision of the class certification issue. The West Virginia federal court case was subsequently dismissed. On February 19, 2008, prior to a hearing on the class certification motion in the California case, Krueger v. Wyeth, No. 03-cv-2496R, U.S.D.C., S.D. Cal., the court denied plaintiffs’ motion without prejudice. A West Virginia state court case seeking certification of a statewide purchase price refund class remains pending. In that case, Luikart v. Wyeth, et al., No. 04-C-127, Cir. Ct., Putnam County, W.V., a class certification hearing has been scheduled for November 21, 2008. A putative nationwide personal injury class action remains pending in Alberta, Canada: Alcantara v. Wyeth, et al., No. 0601-00926, Court of Queens Bench of Alberta, Judicial District of Calgary, Canada. Finally, a putative province-wide class action, Stanway v. Wyeth, et al., No. S87256, Supreme Court, British Columbia, Canada, remains pending. Both Canadian actions remain dormant, with no class certification hearing dates scheduled.

On March 22, 2006, the New York Supreme Court, Onondaga County, granted summary judgment in favor of the Company, dismissing the claims in Browning, et al. v. Wyeth, Inc., et al., No. 2003-0261, on the grounds, among other things, that the labeling and warnings for Prempro and Premarin were adequate as a matter of law. On March 16, 2007, the Appellate Division, Fourth Department, of the New York Supreme Court unanimously affirmed the summary judgment and dismissal.

On September 15, 2006, a jury in the United States District Court for the Eastern District of Arkansas returned a verdict in favor of the Company in the case of Reeves, et al. v. Wyeth, No. 4:05CV00163 WRW. Plaintiffs have not appealed.

On October 4, 2006, a jury in the Pennsylvania Court of Common Pleas, Philadelphia County, hearing the case of Nelson, et al. v. Wyeth, et al., No. 2004-01-001670, returned a verdict in favor of the plaintiff following the first phase of a bifurcated trial. The jury found that plaintiff had developed breast cancer as a result of her use of Prempro and set the amount of compensatory damages for plaintiff and her co-plaintiff husband at $1.5 million. Prior to the start of the second liability phase of the trial, a mistrial was declared by the court and the first phase verdict was set aside. On February 20, 2007, a jury in the same court hearing the retrial of the Nelson case awarded the plaintiffs $3.0 million in compensatory damages. The court had earlier granted the Company’s motion to strike plaintiffs’ punitive damages claim as unsupported by the evidence. On May 30, 2007, the court granted the Company’s motion for judgment notwithstanding the verdict, dismissing the Nelson case. Plaintiffs are appealing the court’s decisions to the Pennsylvania Superior Court.

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 the Company 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

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new trial, as well as the judgment in the Company’s favor on the punitive damages claim, to the Pennsylvania Superior Court.

On January 31, 2007, the 151^st District Court of Harris County, Texas, granted summary judgment in favor of the Company, dismissing the claims in Brockert, et al. v. Wyeth Pharmaceuticals, et al., No. 2003-49357. The court found, among other things, that plaintiffs’ failure to warn claims were preempted by the regulation of prescription drug labeling by the U.S. Food and Drug Administration (FDA). Plaintiffs have appealed the grant of summary judgment, although the appeal is currently stayed pending the resolution of certain procedural issues in the trial court.

On February 15, 2007, a jury in the United States District Court for the Eastern District of Arkansas returned a verdict in favor of the Company in the case of Rush v. Wyeth Inc., No. 4:05CV00497 WRW. On January 31, 2008, the United States Court of Appeals for the Eighth Circuit affirmed the judgment in favor of the Company.

On May 15, 2007, a jury in the Pennsylvania Court of Common Pleas, Philadelphia County, hearing the case of Simon, et al. v. Wyeth Pharmaceuticals, Inc., et al., No. 2004-06-4229, returned a verdict in favor of the Company. Plaintiffs have not appealed the judgment in favor of the Company.

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 WHI study in July 2002. Plaintiffs are appealing the summary judgment in favor of the Company to the Pennsylvania Superior Court. Since the Coleman decision, the court has recently entered summary judgment in two similar cases in which plaintiffs failed to file their complaint within two years of their breast cancer diagnosis: Manolo v. Wyeth Pharmaceuticals, Inc., et al., No. 004503, and Hess v. Wyeth Pharmaceuticals, Inc., et al., No. 003973.

On October 10, 2007, in Rowatt, et al. v. Wyeth, et al., No. CV04-01699, Second District Court, Washoe County, Nevada, a case in which three plaintiffs alleged that they had developed breast cancer as a result of their use of Prempro and/or Premarin, 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. On February 5, 2008, the trial court denied the Company’s motions for a new trial or for judgment notwithstanding the verdict. On February 19, 2008, the trial court entered an order remitting the total compensatory verdict for the three plaintiffs to $22.8 million, and remitting the total punitive award to $35.0 million. 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 further 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. 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 and at the discretion of the court. The Company has moved to stay enforcement of the judgment, without bond, pending its appeal. The trial court has entered an interim stay, but has not yet considered the motion for a stay pending the appeal.

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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. On January 17, 2008, the court denied plaintiff’s motion for reconsideration of both opinions.

On February 25, 2008, a jury in the United States District Court for the Eastern District of Arkansas returned a verdict in favor of the plaintiff in Scroggin v. Wyeth, et al., No. 4:04CV01169 WRW, finding the Company and co-defendant Upjohn jointly and severally liable for $2.75 million in compensatory damages. A second phase of the trial to determine whether the defendants are liable for punitive damages is scheduled to begin on March 3, 2008.

Of the 27 hormone therapy cases alleging breast cancer that have been resolved after being set for trial, 22 now have 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 five cases, two such cases have been settled; one (Daniel) resulted in a plaintiffs’ verdict that was vacated by the court and a new trial ordered (which plaintiffs have appealed); one (Rowatt) resulted in a plaintiffs’ verdict that the Company is appealing; and one (Scroggin) is not yet concluded. Additional cases have been voluntarily dismissed by plaintiffs before a trial setting. Trials of additional hormone therapy cases are scheduled throughout 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.

Thimerosal Litigation

The Company has been served with approximately 390 lawsuits, on behalf of approximately 1,000 vaccine recipients, alleging that the cumulative effect of thimerosal, a preservative used in certain childhood vaccines formerly manufactured and distributed by the Company as well as by other vaccine manufacturers, causes severe neurological damage and/or autism in children. Twelve of these lawsuits were filed as putative nationwide or statewide class actions in various federal and state courts throughout the United States, including in Massachusetts, Florida, New Hampshire, Oregon, Washington, Pennsylvania, New York, California and Kentucky, seeking medical monitoring, a fund for research, compensation for personal injuries and/or injunctive relief. No classes have been certified to date, and all but one of the putative class actions have been dismissed, either by the court or voluntarily by plaintiffs. In the one remaining case, in Kentucky, the court dismissed all claims except plaintiffs’ fraud claim, which has been stayed.

To date, the Company generally has been successful in having these cases dismissed or stayed on the ground that the minor plaintiffs have failed to file in the first instance in the United States Court of Federal Claims under the National Childhood Vaccine Injury Act (Vaccine Act). The Vaccine Act mandates that plaintiffs alleging injury from childhood vaccines first bring a claim under the Vaccine Act. At the conclusion of that proceeding, plaintiffs may bring a lawsuit in federal or state court, provided that they have satisfied certain procedural requirements.

In July 2002, the Court of Federal Claims established an Omnibus Autism Proceeding with jurisdiction over petitions in which vaccine recipients claim to suffer from autism or autism spectrum disorder as a result of receiving thimerosal-containing childhood vaccines or the measles, mumps and rubella (MMR) vaccine. There currently are approximately 4,900 petitions pending in the Omnibus Autism Proceeding. Autism General Order #1 established a two-step procedure for recovery: The first

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step will be an inquiry into the general causation issues involved in the cases; the second step will entail the application of the general causation conclusions to the individual cases. The Court of Federal Claims is allowing petitioners to present three different theories of general causation: (1) that MMR vaccines (which were not made by the Company) and thimerosal-containing vaccines can combine to cause autism; (2) that thimerosal-containing vaccines alone can cause autism; and (3) that MMR vaccines alone can cause autism. With respect to each theory of causation, petitioners will select three petitioners whose cases will serve as “test cases” for the individual theories. Hearings for each of the three test cases for the first theory of general causation took place in 2007, and the court has ordered that three test cases for each of the remaining two theories be completed by September 30, 2008.

Under the terms of the Vaccine Act, if a claim is adjudicated by the Court of Federal Claims, a claimant must formally elect to reject the Court’s judgment if the claimant wishes to proceed against the manufacturer in federal or state court. Also under the terms of the Vaccine Act, if a claim has not been adjudicated by the Court within 240 days of filing, the claimant has 30 days to decide whether to opt out of the proceeding and pursue a lawsuit against the manufacturer. Upon a claimant’s motion, this 30-day window may be suspended for 180 days, allowing the claimant to withdraw once 420 days have passed. After this window has passed, if a claimant wishes to retain the right to sue a manufacturer at a later date, the claimant must remain in the Court of Federal Claims until a final decision is obtained. Of the approximately 1,000 vaccine recipients who have sued the Company, 716 have filed petitions with the Court of Federal Claims. Of those 716, 307 have withdrawn from the Court of Federal Claims, although not all of them have properly exhausted their remedies under the Vaccine Act.

In addition to the claims brought by or on behalf of children allegedly injured by exposure to thimerosal, certain of the approximately 390 pending thimerosal cases have been brought by parents in their individual capacities for loss of services and loss of consortium of the injured child. These claims are not currently covered by the Vaccine Act. Additional thimerosal cases may be filed in the future against the Company and the other companies that marketed thimerosal-containing products.

In thimerosal litigation directly against the Company outside of the Omnibus Autism Proceeding, the first trial was expected to take place in November 2007 in Blackwell, et al. v. Sigma Aldrich, Inc., et al., No. 24-C-04-004829 (Baltimore City Circ. Ct., MD). The Blackwell trial date was adjourned by the court so that it could conduct an evidentiary hearing on the qualifications and opinions of the parties’ respective expert witnesses. On December 21, 2007, the court granted the Company’s motion to preclude plaintiffs’ expert witnesses from testifying that exposure to thimerosal-containing vaccines can cause autism, and, on February 8, 2008, the court granted the Company’s motion for summary judgment.

PPA Litigation

In November 2000, the Company withdrew from the market those formulations of its Dimetapp and Robitussin cough/cold products that contained the ingredient phenylpropanolamine (PPA) at the request of the FDA and announced that it no longer would ship products containing PPA to its retailers. The FDA’s request followed the reports of a study that raised a possible association between PPA-containing products and the risk of hemorrhagic stroke. As of December 31, 2007, the Company was a named defendant in approximately 20 individual PPA lawsuits on behalf of approximately 40 plaintiffs in federal and state courts throughout the United States and Canada seeking damages for alleged personal injuries. In addition, there is one putative economic damage class action, which also contains personal injury allegations as to the class, pending in the Ontario Superior Court of Justice in Canada. In every instance to date in which class certification has been decided in a PPA case, certification has been denied.

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Effexor Litigation

The Company has been named as a defendant in a multi-plaintiff suit, Baumgardner, et al. v. Wyeth, No. 2:05-CV-05720, U.S.D.C., E.D. Pa., on behalf of 10 plaintiff families alleging personal injury damages as the result of a family member’s use of Effexor. Plaintiffs allege that Effexor caused various acts of suicide, attempted suicide, hostility and homicide in adults and/or children or young adults taking the product. Plaintiffs seek an unspecified amount of compensatory damages.

The Company also is defending approximately 16 individual product liability lawsuits in various jurisdictions for personal injuries, including, among other alleged injuries, wrongful death from suicide or acts of hostility allegedly resulting from the use of Effexor. In one of these cases, Giles v. Wyeth Inc., et al., No. 04-cv-4245-JPG, a jury in the United States District Court for the Southern District of Illinois returned a verdict in favor of the Company on July 24, 2007. The plaintiff had alleged that plaintiff’s decedent committed suicide after ingesting Effexor. Plaintiff has appealed this case to the United States Court of Appeals for the Seventh Circuit. In another Effexor case with similar allegations, Dobbs v. Wyeth Pharmaceuticals, No. CIV-04-1762-D, the United States District Court for the Western District of Oklahoma entered judgment dismissing plaintiff’s failure to warn claims on January 18, 2008 on the basis of federal preemption. The court has stayed plaintiff’s remaining claims, and plaintiff has filed a notice of appeal to the United States Court of Appeals for the Tenth Circuit.

Norplant Litigation

The Company is a party to and continues to defend lawsuits in federal and state courts throughout the United States involving injuries alleged to have resulted from the use of the Norplant system, the Company’s former implantable contraceptive containing levonorgestrel. Class certification has been denied in all putative class actions except in Louisiana, where a lower court certified a statewide personal injury class of Louisiana Norplant users, Davis v. American Home Products Corporation, No. CDC 94-11684, Orleans Parish, Louisiana. Notice of the Louisiana Norplant class action has been sent to potential class members, and a trial date is expected to be set during 2008 (a 2007 trial date was continued at plaintiffs’ request). In addition to the Davis case, the Company continues to defend several pending individual cases alleging disparate injuries, including complications stemming from the removal of Norplant capsules, miscarriage and stroke. Most of these matters are subject to being dismissed for want of prosecution, and the Company is moving to do so when appropriate.

Duract Litigation

The Company’s non-narcotic analgesic pain reliever, Duract, was voluntarily withdrawn from the market in 1998. Following the withdrawal, numerous putative personal injury class actions were brought against the Company in federal and state courts throughout the United States for personal injuries, including kidney failure, hepatitis, liver transplant and death, allegedly resulting from the use of Duract. Currently, there is only one such case pending, Chimento, et al. v. Wyeth-Ayerst Laboratories Co., No. 85-00437C, Dist. Ct., St. Bernard Parish, Louisiana, which seeks the certification of a class of Louisiana residents who were exposed to and who allegedly suffered injury from Duract. The plaintiffs are seeking compensatory and punitive damages, the refund of all purchase costs, and the creation of a court-supervised medical monitoring program for the diagnosis and treatment of liver damage and related conditions allegedly caused by Duract. In 2004, plaintiffs moved to dismiss the class allegations, but the court has not ruled on this motion. The Company also is a defendant in a putative class action for economic damages with respect to Duract (Blue Cross and Blue Shield of Alabama, et al. v. Wyeth, CV-2003-6046, Cir. Ct. Jefferson County, Alabama). On February 27, 2006, the Circuit Court of Alabama, Jefferson County, certified a nationwide class of third-party payors seeking the recovery of monies paid by such entities for Duract that was not used by their insureds as of the date Duract was

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withdrawn from the market. An appeal of the class certification order was filed on April 7, 2006 in the Alabama Supreme Court. Briefing by the parties was completed early in 2007, and a decision is expected in 2008.

ProHeart 6 Litigation

Three putative class action lawsuits are pending involving the veterinary product ProHeart 6, which Fort Dodge Animal Health voluntarily recalled from the market in September 2004. The putative class representative in Dill, et al. v. American Home Products, et al., No. CJ 2004 05879 (Dist. Ct., Tulsa County, Oklahoma) seeks to represent a nationwide class of individuals whose canines have been injured or died as a result of being injected with ProHeart 6. The plaintiffs are seeking compensatory damages for their alleged economic loss and punitive damages. The plaintiff in Rule v. Fort Dodge Animal Health, Inc., et al., No. 06-10032-DPW (U.S.D.C., D. Mass.), is seeking economic damages on behalf of herself and all other Massachusetts residents who purchased and had their pets injected with ProHeart 6. In addition, a nationwide putative class action, Jones v. Fort Dodge Animal Health, No. 01 2005 CA 00761 (Cir. Ct., Alachua County, Florida), has been filed in which plaintiff seeks to recover economic damages on behalf of herself and all other U.S. residents who purchased ProHeart 6 and administered it to their pet.

Patent Litigation

Enbrel Litigation

On April 20, 2006, Amgen, filed suit against ARIAD Pharmaceuticals, Inc., et al., in the United States District Court of Delaware seeking a declaratory judgment that making, using, selling, offering for sale and/or importing into the United States Enbrel does not infringe United States Patent No. 6,410,516, owned by ARIAD, and that such patent is invalid. The Company was not named as a party to that suit. ARIAD claims that its patent covers methods of treating disease by regulation or inhibition of NF-(kappa) B, a regulatory pathway within many cells. The Company and Amgen co-promote Enbrel in the United States. On April 17, 2007, ARIAD amended its Answer to add the Company as a party to the lawsuit and allege that Enbrel infringes ARIAD’s patent. ARIAD sought unspecified damages and further alleged that the Company willfully infringed that patent, entitling ARIAD to enhanced damages. Under its co-promotion agreement with Amgen for the co-promotion of Enbrel, the Company has an obligation to pay a portion of any patent litigation expenses related to Enbrel in the United States and Canada as well as a portion of any damages or other monetary relief awarded in such patent litigation. On December 12, 2007, the Court granted ARIAD’s request to dismiss its claims against the Company without prejudice. The Company continues to believe that ARIAD’s patent is invalid, unenforceable and not infringed by Enbrel.

Protonix Litigation

The Company has received notifications from multiple generic companies that they have filed Abbreviated New Drug Applications (ANDA) seeking FDA approval to market generic pantoprazole sodium 20 mg and 40 mg delayed release tablets. Pantoprazole sodium is the active ingredient used in Protonix. The Orange Book lists two patents in connection with Protonix tablets. The first of these patents covers pantoprazole and expires in July 2010. The other listed patent is a formulation patent and expires in December 2016. The Company’s licensing partner, Altana Pharma AG (Altana) (since acquired by Nycomed GmbH (Nycomed)), is the owner of these patents.

In May 2004, Altana and the Company filed suit against Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries, Ltd. (collectively, Teva) in the United States District Court for the District of

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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. (collectively, 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.

Both Teva’s and Sun’s ANDA 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 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, in order to establish that the patent is invalid at trial, the generic companies would need to meet a higher burden of proof, clear and convincing evidence.

In December 2007, Teva launched a generic pantoprazole tablet “at risk.” Sun also launched a generic pantoprazole tablet “at risk” in late January 2008. The Company will seek to recover its lost profits and other damages resulting from Teva’s and Sun’s infringing sales and will continue to seek court orders prohibiting further sales of generic pantoprazole prior to expiration of the pantoprazole compound patent. The Company and Nycomed intend to continue to vigorously enforce their patent rights, continue to believe that the pantoprazole patent is valid and enforceable, and believe that the patent will withstand the challenges by these generic companies.

The Company also has received notice of ANDA filings for generic pantoprazole sodium tablets that acquiesced to the listed compound patent and challenged only the listed formulation patent. To date, the Company has not filed suit against those challengers. Any of those challengers could in the future modify their respective ANDA filings to challenge the compound patent.

In June 2005, Sun notified the Company and Altana that Sun had filed an ANDA seeking FDA approval to market generic pantoprazole sodium 40 mg base/vial I.V. The Orange Book lists two patents in connection with Protonix I.V. The first of these patents, which is being challenged in the patent litigation described above with respect to pantoprazole tablets, covers the compound pantoprazole and expires in July 2010. The other listed patent is a formulation patent and expires in November 2021. The Company’s licensing partner, Altana, is the owner of these patents. On August 5, 2005, Altana and the Company filed suit against Sun in the United States District Court for the District of New Jersey

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alleging infringement of the patent expiring in 2010 and seeking declaratory and injunctive relief against infringement of this patent prior to its expiration.

In December 2007, Apotex Inc. and Apotex Corp. (collectively, Apotex) notified the Company and Nycomed that they had filed an ANDA seeking FDA approval to market generic pantoprazole sodium 40 mg base/vial I.V. and challenging the patent expiring in 2021. On February 7, 2008, the Company and Nycomed filed suit against Apotex in the United States District Court for the Northern District of Illinois alleging infringement of that patent and seeking declaratory and injunctive relief against infringement of the patent prior to its expiration.

Effexor Litigation

On March 24, 2003, the Company filed suit in the United States District Court for the District of New Jersey against Teva alleging that the filing of an ANDA by Teva seeking FDA approval to market 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules infringes certain of the Company’s patents and seeking declaratory and injunctive relief against infringement of these patents prior to their expiration. Venlafaxine HCl is the active ingredient used in Effexor XR (extended release capsules). The patents involved in the litigation relate to methods of using extended release formulations of venlafaxine HCl. These patents expire in 2017. Teva asserted that these patents are invalid and/or not infringed. In December 2005, the Company settled this litigation with Teva. This settlement became effective on January 13, 2006.

Under the terms of the settlement, Teva is permitted to launch generic versions of Effexor XR (extended release capsules) and Effexor (immediate release tablets) in the United States pursuant to the following licenses:

• A license (exclusive for a specified period and then non-exclusive) under the Company’s U.S. patent rights permitting Teva to launch an AB rated, generic version of Effexor XR (extended release capsules) in the United States beginning on July 1, 2010, subject to earlier launch based on specified market conditions or developments regarding the applicable patent rights, including the outcome of other generic challenges to such patent rights; and

• An exclusive license under the Company’s U.S. patent rights permitting Teva to launch an AB rated, generic version of Effexor (immediate release tablets) in the United States beginning on June 15, 2006, subject to earlier launch based on specified market conditions.

In connection with each of these licenses, Teva has agreed to pay the Company specified percentages of profit from sales of each of the Teva generic versions. These sharing percentages are subject to adjustment or suspension based on market conditions and developments regarding the applicable patent rights.

The Company and Teva also executed definitive agreements with respect to generic versions of Effexor XR (extended release capsules) in Canada. As a result of the introduction of additional generic competition in Canada in the 2007 fourth quarter, the Company’s royalty from Teva on its Canadian sales of generic extended release venlafaxine HCl capsules has been suspended.

The above description is not intended to be a complete summary of all of the terms and conditions of the settlement. Many of the terms of the settlement, including the dates on which Teva may launch generic versions of the Company’s Effexor XR (extended release capsules) and Effexor (immediate release tablets) products and the terms of the Company’s sharing in Teva’s gross profits from such generic versions, are subject to change based on future market conditions and developments regarding the applicable patent rights, including the outcome of other generic challenges. There can be no

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assurance that Effexor XR (extended release capsules) will not be subject to generic competition in the United States prior to July 1, 2010.

The Company has filed suit against the following additional generic companies that have filed applications seeking FDA approval to market generic versions of venlafaxine HCl in the United States.

On April 5, 2006, the Company filed suit in the United States District Court for the District of Delaware against Impax Laboratories, Inc. (Impax), alleging that the filing by Impax of an ANDA seeking FDA approval to market 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules infringes the same three patents that were at issue in the previously settled Teva litigation discussed above. The filing of that suit triggered a 30-month stay of FDA approval that expires on or about August 22, 2008, unless there is an earlier court decision holding the patents at issue invalid or not infringed. Trial in the Impax case is scheduled to begin in April 2008. On April 12, 2006, the Company filed suit in the United States District Court for the Central District of California against Anchen Pharmaceuticals, Inc. (Anchen) and related parties, alleging that the filing of an ANDA by Anchen seeking FDA approval to market 150 mg venlafaxine HCl extended release capsules infringes these same patents. The filing of that suit triggered a 30-month stay of FDA approval that expires on or about August 28, 2008, unless there is an earlier court decision holding the patents at issue invalid or not infringed. On November 14, 2006, the Company filed suit against Anchen in the United States District Court for the Central District of California alleging that the filing by Anchen of an ANDA seeking FDA approval to market 37.5 mg and 75 mg venlafaxine HCl extended release capsules infringes these same patents. The filing of that suit triggered a 30-month stay of FDA approval that expires on or about April 9, 2009, unless there is an earlier court decision holding the patents at issue invalid or not infringed. Trial in the Anchen cases is scheduled to begin in September 2008. On March 12, 2007, the Company filed suit in the United States District Court for the District of Maryland against Lupin Ltd. and Lupin Pharmaceuticals, Inc. (collectively, Lupin), alleging that the filing by Lupin of an ANDA seeking FDA approval to market 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules infringes these same patents. The filing of that suit triggered a 30-month stay of FDA approval that expires on or about July 29, 2009, unless there is an earlier court decision holding the patents at issue invalid or not infringed. No trial date has been scheduled. On June 22, 2007, the Company filed suit in the United States District Court for the Eastern District of North Carolina against Sandoz Inc. (Sandoz), alleging that the filing of its ANDA seeking FDA approval to market 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules infringes these same patents. The filing of that suit triggered a 30-month stay of FDA approval that expires on or about November 14, 2009, unless there is an earlier court decision holding the patents at issue invalid or not infringed. No trial date has been scheduled. On July 6, 2007, the Company filed suit in the United States District Court for the Northern District of West Virginia against Mylan Pharmaceuticals Inc. (Mylan), alleging that the filing of its ANDA seeking FDA approval to market 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules infringes these same patents. The filing of that suit triggered a 30-month stay of FDA approval that expires on or about November 23, 2009, unless there is an earlier court decision holding the patents at issue invalid or not infringed. Trial is scheduled to begin on October 13, 2009. On August 8, 2007, the Company filed a lawsuit against Wockhardt Limited (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 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules infringes these same patents. The filing of that suit triggered a 30-month stay of FDA approval that expires on or about December 26, 2009, unless there is an earlier court decision holding the patents at issue invalid or not infringed. No trial date has been scheduled. Because none of Impax, Anchen, Lupin, Sandoz, Mylan or Wockhardt has, to date, made any allegations as to the Company’s patent covering the compound venlafaxine itself, these ANDAs cannot, in any event, be approved until the expiration of that patent and its associated pediatric exclusivity period, on June 13, 2008.

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On April 20, 2007, the Company filed a lawsuit in the United States District Court for the Eastern District of North Carolina against Osmotica Pharmaceutical Corp. (Osmotica) alleging that Osmotica’s filing of an application with the FDA pursuant to 21 U.S.C. 355(b)(2), also known as a 505(b)(2) application, seeking approval to market 37.5 mg, 75 mg, 150 mg and 225 mg venlafaxine HCl extended release tablets infringes two of the same patents that are at issue in the above-mentioned litigations. Under the 30-month stay provision of the Hatch-Waxman Act, any FDA approval of the Osmotica application may not be made effective before September 2009, unless there is an earlier court decision holding each of the asserted patents invalid or not infringed. Like the ANDA filers discussed above, Osmotica did not challenge the Company’s patent covering the compound venlafaxine itself. The Company and Osmotica have agreed upon a proposed settlement of this litigation. Under the terms of the proposed settlement, the Company would grant Osmotica a royalty-bearing license under certain of its patents. The effectiveness of the proposed settlement, which the Company has elected to submit to the U.S. Federal Trade Commission (FTC) for review, is subject to the court entering certain orders requested by the parties.

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.

We anticipate that, if approved, the FDA would not rate Osmotica’s or Sun’s tablet product as therapeutically equivalent, also referred to as AB rated, to Effexor XR (extended release capsules). Therefore, these tablet products ordinarily would not be substitutable for Effexor XR (extended release capsules) at the pharmacy level.

On July 26, 2006, Alza Corporation (Alza) filed suit in the United States District Court for the Eastern District of Texas against the Company and one of its subsidiaries alleging that the manufacture, use and sale of Effexor XR (extended release capsules) by the Company infringes U.S. Patent No. 6,440,457 B1. The Company filed an Answer and Counterclaim, claiming that the Alza patent is not infringed, and is invalid and unenforceable. Additionally, the Company filed a Request for Re-examination of the Alza patent with the United States Patent and Trademark Office, which was granted. This litigation was settled in late 2007, but the re-examination proceeding remains ongoing.

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. On December 6, 2007, the Company filed a

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Statement of Defence and Counterclaim denying that ratiopharm is entitled to damages and asserting that ratiopharm’s product infringes or infringed the Company’s patents. The Company intends to vigorously defend itself in this litigation.

ReFacto

On February 15, 2008, Novartis Vaccines and Diagnostics, Inc. filed suit against the Company and a subsidiary of the Company, in the United States District Court of Eastern District of Texas. The lawsuit alleges that the manufacture, use, sale, offer for sale, importation and/or exportation of the Company’s ReFacto product infringes United States Patent Nos. 6,060,447 and 6,228,620 B1. The complaint seeks damages, including treble damages for alleged willful infringement. The Company is investigating these allegations and will respond appropriately.

Lybrel

In a letter dated January 28, 2008, Watson Pharmaceuticals notified the Company that it had filed an ANDA seeking FDA approval to market levonorgestrel and ethinyl estradiol tablets, 0.09 mg/0.02 mg. Levonorgestrel and ethinyl estradiol are the active ingredients in Lybrel. The Orange Book lists one patent in connection with Lybrel, which expires in September 2018. The Company is currently evaluating its options.

Prempro Litigation

On September 27, 2007, two lawsuits were filed against the Company in Canada involving the Company’s 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. On February 15, 2008, the Company filed a declaratory judgment action against Dr. Wolfe in the U.S. District Court for the Eastern District of Pennsylvania arguing that his claims in the Superior Court are barred by the statute of limitations and asking for a declaration of no breach as to his other claims. Wyeth v. Wolfe, 2:08-cv-00754 (E.D. Pa.). The Company has also filed a motion to dismiss or stay the Canadian Superior Court action in favor of the Pennsylvania case. The Company believes that Dr. Wolfe’s claims are without merit and intends to vigorously prosecute these lawsuits.

CYPHER Litigation

In January 2003, Cordis Corporation (Cordis), a Johnson & Johnson company, brought a lawsuit against Boston Scientific Corporation (Boston Scientific) in the United States District Court for the District of Delaware seeking to enforce Cordis’ stent architecture patent. In March 2003, Boston Scientific brought a patent infringement lawsuit in the District Court against Cordis seeking to enforce a patent on stent coatings against Cordis’ CYPHER sirolimus drug-eluting stent. After jury trial, Boston Scientific was found to infringe Cordis’ stent architecture patents, and Cordis was found to infringe Boston Scientific’s coatings patent. On October 19, 2007, Cordis appealed the judgment that it infringed Boston Scientific’s patent.

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

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patents against Cordis’ CYPHER stent. 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.

Although the Company is not a party to any of these lawsuits, if Cordis were to be enjoined from selling the CYPHER stent, the Company’s alliance revenue would be adversely affected. Cordis has advised the Company that it intends to vigorously defend these lawsuits.

Commercial Litigation

Securities/Shareholder Litigation

On November 14, 2007, a putative class action was filed alleging that the Company and Robert Essner, the Company’s Chairman of the Board, made false and/or misleading statements about the safety of Pristiq and failed to disclose hepatic and cardiovascular events seen in the Pristiq clinical trials, all in violation of Section 10(b) of the Securities Exchange Act of 1934 (the 1934 Act) and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the 1934 Act. Plaintiff claims to have purchased Wyeth securities during the alleged class period (January 31, 2006 through July 24, 2007) and to have been damaged by the drop in the Company’s share price following the announcement of the FDA’s approvable letter for Pristiq for the treatment of vasomotor symptoms on July 24, 2007. City of Livonia Employees’ Retirement System, et al. v. Wyeth, et al., No. 07-CV-10329, U.S.D.C., S.D.N.Y. Pursuant to the terms of the federal Private Securities Litigation Reform Act of 1995, other shareholders with an interest in being appointed as the lead plaintiff in the case were required to move for such appointment by January 14, 2008. Only one other entity – Pipefitters Union Local 537 Pension Fund (the Pipefitters Union), which is represented by the same law firm that filed the original complaint – filed such a motion and in an order entered on February 26, 2008, the court granted that motion and appointed the Pipefitters Union as the lead plaintiff. The Company’s time to answer or move is stayed pending the filing of an amended complaint, if any, by the lead plaintiff.

On November 20, 2007, a shareholder derivative suit alleging breach of fiduciary duty, waste of corporate assets, unjust enrichment and violations of the 1934 Act relating to the FDA’s July 2007 approvable letter for Pristiq was filed against 16 current and former directors and officers of the Company. Staehr, et al. v. Essner, et al., No. 07-CV-10465, U.S.D.C., S.D.N.Y. Pursuant to an agreement between the parties, the derivative action will be stayed until such time as the court decides a motion to dismiss by the Company in the securities class action or the Company files an answer in that case.

Average Wholesale Price Litigation

The Company, along with numerous other pharmaceutical companies, currently is a defendant in a number of lawsuits, described below, brought by both private and public persons or entities in federal and state courts throughout the United States in which plaintiffs allege that the Company and other defendant pharmaceutical companies artificially inflated the Average Wholesale Price (AWP) of their drugs, which allegedly resulted in overpayment by, among others, Medicare and Medicare beneficiaries and by state Medicaid plans. Plaintiffs involved in these lawsuits generally allege that this alleged practice is fraudulent, violates the Sherman Antitrust Act and constitutes a civil conspiracy under the federal Racketeer Influenced and Corrupt Organization Act.

The Company is a defendant in two private class actions, Swanston v. TAP Pharmaceuticals Products, Inc., et al., No. CV2002-004988, Sup. Ct., Maricopa County, Arizona; and International Union of Operating Engineers, et al. v. AstraZeneca PLC, et al., No. MON-L-3136-06, Super. Ct.,

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Monmouth County, New Jersey, filed on behalf of Medicare beneficiaries who make co-payments, as well as private health plans and ERISA plans that purchase drugs based on AWP.

The Company also is a defendant in four AWP matters filed by state Attorneys General: State of Alabama v. Abbott Laboratories, Inc., et al., No. CV 2005-219, Cir. Ct., Montgomery County, Alabama; The People of Illinois v. Abbott Laboratories, Inc., et al., No. 05CH0274, Cir. Ct., Cook County, Illinois; State of Iowa v. Abbott Laboratories, Inc., et al., Case No. 4:07-cv-00461-JAJ-CFB, U.S.D.C., S.D. Iowa; and State of Mississippi v. Abbott Laboratories, Inc., et al., No. C2005-2021, Chancery Ct., Hinds County, Miss. In each of these cases, the plaintiff alleges that defendants provided false and inflated AWP, Wholesale Acquisition Cost and/or Direct Price information for their drugs to various national drug industry reporting services. The Alabama, Illinois and Mississippi cases were removed to federal court in November 2006 but have since been remanded to state court. The Iowa case was recently removed to federal court and has been conditionally transferred to MDL proceedings taking place in the United States District Court for the District of Massachusetts under the caption: In re: Pharmaceutical Industry AWP Litigation, MDL 1456.

A total of 49 New York counties and the City of New York have filed AWP actions naming the Company and numerous other pharmaceutical manufacturers as defendants. All of these actions were removed to federal court and 46 of the cases have been transferred to the MDL proceedings, where they have joined in a Consolidated Complaint, filed in June 2005, that asserts statutory and common law claims for damages suffered as a result of alleged overcharging for prescription medication paid for by Medicaid. The claims of the three remaining counties (Erie, Oswego and Schenectady) were remanded to the state courts in each of those counties, where they remain pending.

Other Pricing Matters

The Company is one of numerous defendants named in a putative class action lawsuit, County of Santa Clara v. Wyeth-Ayerst Laboratories, Inc., et al., No. C 05 3740-WHA, U.S.D.C, N.D. Cal., allegedly filed on behalf of entities covered under Section 340B of the Public Health Service Act, 42 U.S.C. §256b (Section 340B). Section 340B requires that certain pricing discounts be provided to charitable institutions and provides methods for the calculation of those discounts. Plaintiff alleges that each defendant violated these statutory pricing guidelines and breached the Pharmaceutical Pricing Agreement that it entered into with Centers for Medicare and Medicaid Services, to which the applicable plaintiff is not a party. The complaint seeks an accounting, damages for breach of contract as a third-party beneficiary and unjust enrichment damages. Plaintiff requests a judgment requiring defendants to disclose their Best Prices (as defined under the Medicaid Drug Rebate statute) and Section 340B ceiling prices and injunctive relief. On February 14, 2006, the District Court granted defendants’ motion to dismiss all four of plaintiff’s causes of action but allowed plaintiff 15 days to attempt to replead its California False Claims Act cause of action with more specificity. Plaintiff did so, and defendants moved to dismiss the amended complaint, which was dismissed by the court in its entirety without leave to amend on May 17, 2006. Plaintiff filed a motion for leave to file a third amended complaint, which motion was denied on July 28, 2006 and the case was dismissed with prejudice. Plaintiff has appealed to the United States Court of Appeals for the Ninth Circuit.

The Company has been served with a series of document subpoenas from the United States Attorney’s Office, District of Massachusetts. The subpoenas seek documents relating to the Company’s quarterly calculations of the Average Manufacturer Price (AMP) and Best Price for Protonix oral tablets and I.V. products. AMP (as defined under the Medicaid Drug Rebate statute) and Best Price are used to calculate rebates due to state Medicaid programs from the Company under that statute. The United States Attorney’s Office also has sought documents regarding the Company’s marketing and promotional practices relating to

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Protonix and the baseline AMP for Premarin. The Company has complied with the subpoenas by producing documents on a rolling basis and continues to provide responsive documents. Since December 2005, grand jury subpoenas have been issued to the Company and to current and former employees of the Company in connection with the investigation, including most recently in February 2008. A number of Company employees and one non-employee consultant have testified before the grand jury. The Company is continuing to cooperate with the investigation.

Contract Litigation

Trimegestone. The Company is the named defendant in a breach of contract lawsuit brought by Aventis in the Commercial Court of Nanterre in France arising out of an October 12, 2000 agreement between the Company and Aventis relating to the development of hormone therapy drugs utilizing Aventis’ trimegestone (TMG) progestin. In the 2000 agreement, the Company agreed to develop, manufacture and sell two different hormone therapy products: a product combining Premarin with TMG and a product combining 17 beta-estradiol and TMG, referred to as Totelle. The Company terminated the agreement in December 2003. Plaintiff alleges that the termination was improper and seeks monetary damages in the amount of $579 million, as well as certain injunctive relief to ensure continued marketing of Totelle, including compelling continued manufacture of the product and the compulsory licensing of Totelle trademarks. The Company believes that the termination was proper and in accordance with the terms of the agreement. A trial is expected in this matter in 2008.

CYPHER. On October 26, 2006, the Company filed a breach of contract suit against Cordis in the United States District Court for the District of Delaware. The suit was based on a 1999 License Agreement under which the Company licensed to Cordis the right to use sirolimus on drug-eluting stents. Cordis markets a sirolimus-eluting stent under the brand name CYPHER and pays a royalty to the Company based on those sales. This case was settled in late 2007.

Antitrust Matters

K-Dur 20. Plaintiffs have filed numerous lawsuits in federal and state courts throughout the United States following the issuance of an administrative complaint by the FTC, which challenged as anticompetitive the Company’s 1998 settlement of certain patent litigation with Schering-Plough Corporation (Schering) relating to ESI Lederle’s (a former division of the Company) proposed generic version of Schering’s K-Dur 20, a potassium chloride product. The Company settled with the FTC in April 2002. The settlement of the FTC action was not an admission of liability and was entered to avoid the costs and risks of litigation in light of the Company’s previously announced exit from the oral generics business.

Generally, plaintiffs claim that the 1998 settlement agreement between the Company and Schering resolving the patent infringement action unlawfully delayed the market entry of generic competition for K-Dur 20 and that this caused plaintiffs and others to pay higher prices for potassium chloride supplements than plaintiffs claim they would have paid without the patent case settlement. Plaintiffs claim that this settlement constituted an agreement to allow Schering to monopolize the potassium chloride supplement markets in violation of federal and state antitrust laws, various other state statutes and common law theories such as unjust enrichment.

Currently, the Company is aware of approximately 45 private antitrust lawsuits that have been filed against the Company based on the 1998 settlement. Many of these lawsuits currently are pending in federal court in the United States and have been consolidated or are being coordinated as part of multi-

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district federal litigation being conducted in the United States District Court for the District of New Jersey, In re K-Dur Antitrust Litigation, MDL 1419, U.S.D.C., D. N.J.

In the remaining cases, plaintiffs claim to be indirect purchasers or end payors of K-Dur 20 or to be bringing suit on behalf of such indirect purchasers and seek to certify either a national class of indirect purchasers or classes of indirect purchasers from various states. These complaints seek various forms of relief, including damages in excess of $100 million, treble damages, restitution, disgorgement, declaratory and injunctive relief and attorneys’ fees.

The Florida Attorney General’s Office has initiated an inquiry into whether the Company’s 1998 settlement violated Florida’s antitrust laws. The Company has provided documents and information sought by the Attorney General’s Office.

Miscellaneous. The Company has been named as a defendant, along with other pharmaceutical manufacturers, in a civil action pending in California Superior Court in Alameda County, alleging that the defendant companies violated California law by engaging in a price fixing conspiracy that was carried out by, among other allegations, efforts to charge more for their prescription drugs sold in the United States than the same drugs sold in Canada, Clayworth v. Pfizer, et al., No. RG04-172428, Super. Ct., State of California, Alameda County. The Trial Court overruled defendants’ demurrer to the Third Amended Complaint and held that plaintiffs’ conspiracy claims are adequately alleged. The Trial Court sustained the demurrer with respect to unilateral price discrimination claims. Defendants answered the Third Amended Complaint on July 15, 2005. Defendants moved for summary judgment in September 2006. The Trial Court granted defendants’ motion for summary judgment and entered judgment on January 4, 2007. Plaintiffs have appealed to the Court of Appeal of the State of California, First Appellate District. Briefing on the appeal has been completed. Oral argument has not yet been scheduled.

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

        The Company recently was named as a defendant, along with its marketing partner on Protonix, Altana (since acquired by Nycomed), in a lawsuit filed in federal court in New Jersey, by two direct purchasers of Protonix, purporting to represent a putative class of direct purchasers of Protonix. Dik Drug Company and King Drug Company of Florence, Inc. v. Altana Pharma AG, et al., Civil Action No. 07-5849 (JLL/CCC), U.S.D.C., D.N.J. Plaintiffs allege that the Company and Altana have violated the federal antitrust laws by engaging in a scheme to block generic competition to Protonix, including procuring the patent that covers the active ingredient in Protonix, pantoprazole, by fraud on the United States Patent and Trademark Office and wrongfully listing the patent in the Orange Book. Plaintiffs further allege that the Company and Altana instituted baseless patent infringement litigation against two potential generic competitors to keep a lower-priced substitute from the market. The complaint seeks treble damages, declaratory relief and costs, including attorneys’ fees. In addition, two actions recently have been brought against the Company, Altana and Nycomed, by indirect purchasers of Protonix, purporting to represent putative national classes of indirect purchasers of Protonix. Fawcett v. Altana, et al. Civil

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Action No. 07-6133 (JLL); Painters’ District Council No. 30 v. Altana, et al., Civil Action No. 07-6150 (JLL). Both actions have been filed in federal court in New Jersey. Plaintiffs in these actions allege various violations of federal and state antitrust laws, as well as violations of various state consumer protection statutes. Like plaintiffs in the Dik Drug case, these plaintiffs allege that defendants engaged in a course of anticompetitive conduct intended to secure an unlawful monopoly through procurement of an unenforceable patent and to extend that alleged unlawful monopoly by preventing entry of generics. The complaints seek declaratory and injunctive relief, damages, as well as restitution, disgorgement, constructive trust and unjust enrichment. All three cases have been consolidated and stayed pending resolution of the underlying patent litigation.

On January 16, 2008, the European Commission announced a sector-wide competition law inquiry into the pharmaceutical industry. EU Pharmaceuticals Sector Inquiry, Case No. COMP/D2/39.514. This investigation was launched by unscheduled inspections at the European offices of a number of branded and generic pharmaceutical companies, including the Company’s U.K. offices. The Company is not under investigation by the EU and the Commission stated publicly that it has no indication that specific companies have violated the competition laws.

In 1999 and 2000, the Brazilian Economic Defense Agency (SDE) initiated three separate administrative proceedings against Wyeth Industria Farmaceutica Ltda. (formerly known as Laboratories Wyeth-Whitehall Ltda.) (WIFL) and other pharmaceutical companies concerning possible violations of Brazilian competition and consumer laws. In one of the proceedings, the SDE alleged that the companies sought to establish uniform commercial policies regarding wholesalers and refused to sell product to wholesalers that distributed generic products manufactured by certain Brazilian pharmaceutical companies. In 2003, the SDE concluded that the companies had violated Brazilian competition laws by agreeing to refuse to sell products to wholesalers that distributed generic products. On October 13, 2005, the Economic Defense Administrative Council (CADE), to which the SDE reports, ordered WIFL to pay the minimum penalty of 1% of WIFL’s 1998 annual gross sales, adjusted to the date of payment of such penalty (approximately $3.5 million through December 31, 2007). Since November 2005, WIFL and other companies have filed a series of administrative appeals, which have since been rejected by CADE or withdrawn. In January 2008, WIFL and other companies filed an action in the 20^th Federal Court of Brasilia in Brazil seeking to annul CADE’s decision. On January 18, 2008, the judge granted a preliminary injunction suspending CADE’s decision against WIFL pending a final decision in the annulment action. The other two proceedings involve allegations by the SDE that WIFL illegally increased prices in violation of Brazilian competition and consumer laws. In 2005, WIFL submitted information to SDE in the competition law-related proceeding, which information remains under SDE review. SDE has taken no further action in the consumer law-related proceeding.

Regulatory Proceedings

Effexor Proceedings

In April 2003, a petition was filed with the FDA by a consultant on behalf of an unnamed client seeking the FDA’s permission to submit an ANDA for venlafaxine extended release tablets utilizing the Company’s Effexor XR (extended release capsules) capsules as the reference product. Such permission is required before a generic applicant may submit an ANDA for a product that differs from the reference product in dosage form or other relevant characteristics. In August 2003, the Company submitted comments on this petition, raising a number of safety, efficacy and patient compliance issues that could not be adequately addressed through standard ANDA bioequivalence studies and requested the FDA to deny the petition on this basis. In March 2005, the FDA granted the petition. In April 2005, the Company requested that the FDA reconsider its decision to grant the petition and stay any further

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agency action. To date the FDA has not responded to that request. However, as noted above, the FDA has accepted the filing of an ANDA from Sun for venlafaxine extended release tablets (see Patent Litigation – Effexor Litigation).

The Company is cooperating in responding to a subpoena served on the Company in January 2004 from the U.S. Office of Personnel Management, Office of the Inspector General, requesting certain documents related to Effexor. The subpoena requests documents related principally to educating or consulting with physicians about Effexor, as well as marketing or promotion of Effexor to physicians or pharmacists, from January 1, 1997 to September 30, 2003. Other manufacturers of psychopharmacologic products also have received subpoenas.

Zosyn Proceedings

In November 2005, Sandoz filed a petition with the FDA requesting a determination that the Company’s previous formulation of Zosyn (piperacillin and tazobactam for injection) had not been discontinued for reasons of safety and effectiveness and requesting the FDA’s permission to submit ANDAs referencing the discontinued formulation. In January 2006, the Company submitted a comment requesting the FDA to deny the Sandoz petition on the grounds that (1) proposed generic products are not legally permitted to use discontinued formulations of existing products as reference drugs and (2) approval of a generic version of Zosyn that lacks the inactive ingredients in the current formulation of Zosyn would be contrary to FDA regulations and the public health. The matter is pending before the FDA.

In April 2006, the Company filed a petition with the FDA asking the FDA to refrain from approving any application for a generic product that references Zosyn unless the generic product complies with the U.S. Pharmacopeia standards on particulate matter in injectable drugs and exhibits the same compatibility profile as Zosyn, particularly with respect to compatibility with Lactated Ringer’s Solution and the aminoglycoside antibiotics amikacin and gentamicin. The Company further requested that in the event the FDA chooses to approve a generic product that did not exhibit the same compatibility profile as Zosyn, the FDA would condition such approval upon the applicant’s implementation of a risk minimization action plan to address the confusion that would necessarily arise as a result of such difference. The matter is pending before the FDA.

Other third parties also have submitted petitions and comments to the FDA related to this matter, all of which are pending before the agency.

Consent Decree

The Company’s Wyeth Pharmaceuticals division, a related subsidiary, and an executive officer of the Company are subject to a consent decree entered into with the FDA in October 2000 following the seizure in June 2000 from the Company’s distribution centers in Tennessee and Puerto Rico of a small quantity of certain of the Company’s products then manufactured at the Company’s Marietta, Pennsylvania facility. The seizures were based on FDA allegations that certain of the Company’s biological products were not manufactured in accordance with current Good Manufacturing Practices (cGMP) at the Company’s Marietta and Pearl River, New York facilities. The consent decree, which has been approved by the United States District Court for the Eastern District of Tennessee, does not represent an admission by the Company or the executive officer of any violation of the U.S. Federal Food, Drug, and Cosmetic Act or its regulations. As provided in the consent decree, an expert consultant conducted a comprehensive inspection of the Marietta and Pearl River facilities, and the Company has identified various actions to address the consultant’s observations. As of September 1, 2005, the Company had ceased manufacturing operations at its Marietta facility, decommissioned such facility and sold such facility to another company. On January 12, 2007, based on the Company’s completion of the

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corrective actions identified by the expert consultant for the Pearl River facility, the expert consultant’s certification of such completion, and the corrective actions completed by the Company following the FDA’s inspection of the Pearl River facility in August 2006, the FDA issued a letter pursuant to the consent decree confirming that the Pearl River facility appears to be operating in conformance with applicable laws and regulations and the relevant portions of the consent decree. As a result, there is no longer a requirement for review by the expert consultant of a statistical sample of the manufacturing records for approved biological products prior to distribution of individual lots. The consent decree now requires the Pearl River facility to undergo a total of four annual inspections by an expert consultant starting no later than January 12, 2008 to assess its continued compliance with cGMPs and the consent decree. The first such inspection has been completed, and the expert consultant found the facility to be operating in a state of cGMP compliance.

Other

A qui tam action alleging violations of the U.S. False Claims Act was filed in November 2006 by attorneys representing Anthony Sokol and Mark Livingston, two former employees who also have pursued claims against the Company in connection with the termination of their employment. United States ex rel. Sokol and Livingston v. Wyeth Pharmaceuticals, Inc., No. 1:06CV1304 (U.S.D.C., E.D. Va.). The complaint alleges that false claims were made to the government during the period from 2000 through 2005 in connection with the manufacture of Prevnar. The Company cooperated with the United States Department of Justice (DOJ) in its investigation of the complaint and, on November 6, 2007, the DOJ declined to intervene in the case on behalf of the United States. The complaint was unsealed at that time, although it has not been served upon the Company.

Environmental Matters

The Company is a party to, or otherwise involved in, legal proceedings under the U.S. Comprehensive Environmental Response, Compensation and Liability Act and similar state and foreign laws directed at the cleanup of various sites, including the Bound Brook, New Jersey site, in various federal and state courts in the United States and other countries. The Company’s potential liability in these legal proceedings varies from site to site. As assessments and cleanups by the Company proceed, these liabilities are reviewed periodically by the Company and are adjusted as additional information becomes available. Environmental liabilities inherently are unpredictable and can change substantially due to factors such as additional information on the nature or extent of contamination, methods of remediation required and other actions by governmental agencies or private parties.

MPA Matter

The Company’s Wyeth Medica Ireland (WMI) subsidiary has received a Statement of Claim filed in the Irish High Court in Dublin by Schuurmans & Van Ginneken, a Netherlands-based molasses and liquid storage concern. Plaintiff claims it purchased sugar water allegedly contaminated with medroxyprogesterone acetate (MPA) from a WMI sugar water manufacturing effluent that was to have been disposed of by a third party. Plaintiff seeks compensation in the amount of €115 million (US $165.3 million) for the contamination and disposal of up to 26,000 tons of molasses allegedly contaminated with MPA and for compensation on behalf of an unspecified number of its animal feed customers who are alleged to have used contaminated molasses in their livestock feed formulations. WMI has provided plaintiff bank guarantees in the amount of €28.6 million (US $41.1 million) as security for the amounts claimed by plaintiff in its Statement of Claim. WMI is also subject to a number of lawsuits seeking damages relating to alleged contamination of pigs with MPA.

In November 2006, WMI 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

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with five specifically identified shipments of MPA-contaminated sugar water waste from its Newbridge, Ireland facility. 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. Review by the High Court has been scheduled for March of 2008. The criminal prosecution of the five summonses alleging breach of the Company’s Integrated Pollution Prevention and Control license and, in effect, the entire prosecution in the local Circuit Court have been suspended pending resolution of the High Court review.

Tax Matters

In 2002, a Brazilian Federal Public Attorney sought to contest a 2000 decision by the Brazilian First Board of Tax Appeals, which had found that the capital gain of the Company from its divestiture of its oral health care business was not taxable in Brazil. In current U.S. dollars, the claim is for approximately $161.5 million. The Company has timely filed a response in this action; and, other than procedural activities, no further action has been taken with respect to the Company in this matter.

Commitments

The Company leases certain property and equipment for varying periods under operating leases. Future minimum rental payments under non-cancelable operating leases with terms in excess of one year in effect at December 31, 2007 were as follows:

(In thousands)
2008	$	117,400
2009		92,500
2010		73,300
2011		61,800
2012		51,900
Thereafter		90,200
Total rental commitments	$	487,100

Rental expense for all operating leases was $182.4 million, $163.9 million and $167.7 million in 2007, 2006 and 2005, respectively.

Other

As part of our business, the Company has made and will continue to make significant investments in assets, including inventory, plant and equipment, which relate to potential new products and potential changes in manufacturing processes or reformulations of existing products. The Company’s 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, several of the Company’s existing products are nearing the end of their compound patent terms. If the Company is unable to find alternative uses for the assets supporting these products, these assets will need to be evaluated for impairment and/or the Company may need to incur additional costs to convert these assets to an alternate use. Earlier than anticipated generic competition for these products also may result in excess inventory and associated charges.

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15. Company Data by Segment

The Company has four reportable segments: Pharmaceuticals, Consumer Healthcare, Animal Health and Corporate. The Company’s Pharmaceuticals, Consumer Healthcare and Animal Health reportable segments are strategic business units that offer different products and services. The reportable segments are managed separately because they develop, manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies.

The Pharmaceuticals segment develops, manufactures, distributes and sells branded human ethical pharmaceuticals, biotechnology products, vaccines and nutrition products. Principal products include neuroscience therapies, vaccines, musculoskeletal therapies, nutrition products, gastroenterology drugs, anti-infectives, oncology therapies, hemophilia treatments, immunological products and women’s health care products.

The Consumer Healthcare segment develops, manufactures, distributes and sells over-the-counter health care products that include analgesics, cough/cold/allergy remedies, nutritional supplements, and hemorrhoidal, asthma and personal care items.

The Animal Health segment develops, manufactures, distributes and sells biological and pharmaceutical products for animals that include vaccines, pharmaceuticals, parasite control and growth implants.

Corporate is primarily responsible for the audit, controller, treasury, tax and legal operations of the Company’s businesses and maintains and/or incurs certain assets, liabilities, income, expenses, gains and losses related to the overall management of the Company that are not allocated to the other reportable segments.

The accounting policies of the segments described above are the same as those described in “Summary of Significant Accounting Policies” in Note 1. The Company evaluates the performance of the Pharmaceuticals, Consumer Healthcare and Animal Health reportable segments based on income (loss) before income taxes, which includes gains on the sales of non-corporate assets and certain other items. Corporate includes interest expense and interest income, gains on the sales of investments and other corporate assets, certain litigation provisions, including the Redux and Pondimin litigation charges, and other miscellaneous items.

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Company Data by Reportable Segment

(In millions) Year Ended December 31,	2007			2006			2005
Net Revenue by Principal Products
Pharmaceuticals:
Effexor	$	3,793.9		$	3,722.1		$	3,458.8
Prevnar		2,439.1			1,961.3			1,508.3
Enbrel(1)		2,044.6			1,499.6			1,083.7
Protonix		1,911.2			1,795.0			1,684.9
Nutrition		1,443.0			1,200.8			1,040.9
Zosyn/Tazocin		1,137.2			972.0			891.6
Premarin family		1,055.3			1,050.9			908.9
Alliance revenue(2)		1,294.2			1,339.2			1,146.5
Other		3,503.5			3,343.3			3,597.5
Total Pharmaceuticals	$	18,622.0		$	16,884.2		$	15,321.1
Consumer Healthcare		2,736.1			2,530.2			2,553.9
Animal Health		1,041.7			936.3			880.8
Total	$	22,399.8		$	20,350.7		$	18,755.8
Income (Loss) before Income Taxes
Pharmaceuticals	$	6,164.5		$	5,186.4		$	4,544.9
Consumer Healthcare		519.2			516.2			574.3
Animal Health		194.1			163.7			139.4
Corporate(3)		(421.1	)		(436.4	)		(478.0	)
Total(4)	$	6,456.7		$	5,429.9		$	4,780.6
Depreciation and Amortization Expense
Pharmaceuticals	$	800.5		$	719.9		$	682.0
Consumer Healthcare		35.1			20.0			40.8
Animal Health		32.6			32.7			30.3
Corporate		50.5			30.4			33.8
Total	$	918.7		$	803.0		$	786.9
Expenditures for Long-Lived Assets(5)
Pharmaceuticals	$	1,410.6		$	1,228.3		$	1,077.9
Consumer Healthcare		72.2			35.3			28.4
Animal Health		42.4			37.2			45.0
Corporate		84.5			72.0			47.1
Total	$	1,609.7		$	1,372.8		$	1,198.4
Total Assets at December 31,
Pharmaceuticals	$	18,814.9		$	17,171.6		$	15,770.2
Consumer Healthcare		1,833.4			1,492.9			1,463.2
Animal Health		1,569.4			1,430.0			1,326.7
Corporate		20,499.6			16,384.2			17,281.0
Total	$	42,717.3		$	36,478.7		$	35,841.1

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Company Data by Geographic Segment
(In millions) Year Ended December 31,	2007		2006		2005
Net Revenue from Customers(6)
United States	$	11,637.7	$	11,054.4	$	10,343.8
United Kingdom		1,083.2		999.5		1,027.6
Other international		9,678.9		8,296.8		7,384.4
Total	$	22,399.8	$	20,350.7	$	18,755.8
Long-Lived Assets at December 31,(5)(6)
United States	$	8,211.2	$	8,075.9	$	7,779.8
Ireland		3,902.3		3,435.9		2,947.9
Other international		3,833.3		3,290.3		3,014.3
Total	$	15,946.8	$	14,802.1	$	13,742.0

(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.

(3) 2007, 2006 and 2005 Corporate included net charges of $273.4, $218.6 and $190.6, respectively, relating to the Company’s productivity initiatives (see Note 3).

(4) Stock-based compensation expense for 2007 and 2006 has been recorded in accordance with SFAS No. 123R, which the Company adopted as of January 1, 2006 (see Note 12). Stock-based compensation expense for 2007 and 2006 was $367.5 and $393.3, respectively. Stock-based compensation for 2005 consisted of restricted stock and performance share awards only and totaled $108.5 (see Note 12).

(5) Long-lived assets consist primarily of property, plant and equipment, goodwill, other intangibles and other assets, excluding deferred taxes, net investments in equity companies and various financial assets.

(6) Other than the United States and the United Kingdom, no other country in which the Company operates had net revenue of 5% or more of the respective consolidated total. Other than the United States and Ireland, no other country in which the Company operates had long-lived assets of 5% or more of the respective consolidated total. The basis for attributing net revenue to geographic areas is the location of the customer.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Wyeth:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Wyeth and its subsidiaries at December 31, 2007 and December 31, 2006, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Notes 1, 8 and 10 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation and pensions and other postretirement benefits in 2006 and the manner in which it accounts for uncertainty in income taxes in 2007.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Florham Park, New Jersey

February 28, 2008

Management Reports to Wyeth Stockholders

Management Report on Consolidated Financial Statements

Management has prepared and is responsible for the Company’s consolidated financial statements and related notes to consolidated financial statements. They have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and necessarily include amounts based on judgments and estimates made by management. All financial information in this Financial Report is consistent with the consolidated financial statements. The independent registered public accounting firm audits the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Our Audit Committee is comprised of non-employee members of the Board of Directors, all of whom are independent from our Company. The Committee charter, which is published on our Internet Web site (www.wyeth.com), outlines the members’ roles and responsibilities and is consistent with current U.S. securities laws and regulations and New York Stock Exchange guidelines. It is the Audit Committee’s responsibility to appoint the independent registered public accounting firm subject to stockholder ratification; approve audit, audit-related, tax and other services performed by the independent registered public accounting firm; and review the reports submitted by them. The Audit Committee meets several times during the year with management, the internal auditors and the independent registered public accounting firm to discuss audit activities, internal control and financial reporting matters, including reviews of our externally published financial results. The internal auditors and the independent registered public accounting firm have full and free access to the Committee.

We are dedicated to maintaining the high standards of financial accounting and reporting that we have established. We are committed to providing financial information that is transparent, timely, complete, relevant and accurate. Our culture demands integrity and an unyielding commitment to strong internal control over financial reporting. In addition, we are confident in our financial reporting, our underlying system of internal controls and our people, who are expected to operate at the highest level of ethical standards pursuant to our Code of Conduct. Finally, we have personally executed all certifications required to be filed with the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002 and the regulations thereunder regarding the accuracy and completeness of the consolidated financial statements. In addition, in 2007, we provided to the New York Stock Exchange the annual CEO certification regarding the Company’s compliance with the New York Stock Exchange’s corporate governance listing standards.

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Management Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

The Company’s internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 based upon criteria set forth in Internal Control – Integrated Framework issued by COSO. Based on this assessment, management determined that the Company’s internal control over financial reporting was effective as of December 31, 2007.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, which has audited and reported on the consolidated financial statements included herein, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007 and has issued its written attestation report on the Company’s internal control over financial reporting, which precedes this report.

Robert Essner	Bernard Poussot	Gregory Norden
Chairman of the Board	President and Chief Executive Officer	Senior Vice President and Chief Financial Officer

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Quarterly Financial Data (Unaudited)

(In thousands except per share amounts)	First Quarter 2007		Second Quarter 2007		Third Quarter 2007		Fourth Quarter 2007
Net revenue	$	5,368,686	$	5,648,050	$	5,619,536	$	5,763,526
Gross profit		3,894,175		4,117,873		4,001,955		4,072,108
Net income		1,254,104		1,198,521		1,145,905		1,017,430
Diluted earnings per share		0.92		0.87		0.84		0.75
(In thousands except per share amounts)	First Quarter 2006		Second Quarter 2006		Third Quarter 2006		Fourth Quarter 2006
Net revenue	$	4,837,937	$	5,156,743	$	5,135,796	$	5,220,179
Gross profit		3,500,819		3,783,184		3,749,542		3,729,259
Net income		1,119,583		1,064,790		1,156,918		855,415
Diluted earnings per share		0.82		0.78		0.85		0.63

Market Prices of Common Stock and Dividends

	2007 Range of Prices*						2006 Range of Prices*
	High		Low		Dividends Paid per Share		High		Low		Dividends Paid per Share
First quarter	$	52.25	$	47.75	$	0.26	$	50.49	$	45.35	$	0.25
Second quarter		62.20		50.51		0.26		50.20		41.91		0.25
Third quarter		58.00		43.65		0.26		51.45		42.48		0.25
Fourth quarter		49.54		43.65		0.28		54.13		47.35		0.26

* Prices are those of the New York Stock Exchange — Composite Transactions.

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Performance Graph (Unaudited)

The following graph shows the value as of December 31, 2007 of a $1,000 investment in our common stock as if made on December 31, 2002 (with dividends reinvested), as compared with similar investments based on (i) the value of the S & P 500 Index (with dividends reinvested) and (ii) the value of a market-weighted Peer Group Index composed of the common stock of Abbott Laboratories, Bristol-Myers Squibb Company, Johnson & Johnson, Eli Lilly and Company, Merck & Co., Inc., Pfizer Inc., Schering-Plough Corporation and Wyeth, in each case on a “total return” basis assuming reinvestment of dividends. The market-weighted Peer Group Index values were calculated from the beginning of the performance period. The stock performance shown below is not necessarily indicative of future performance.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following commentary should be read in conjunction with our consolidated financial statements and notes to consolidated financial statements. When reviewing the commentary below, you should keep in mind the substantial risks and uncertainties that characterize our business. In particular, we encourage you to review the risks and uncertainties described in “Item 1A. RISK FACTORS” in our 2007 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 2007 Financial Report or implied by past results and trends. We encourage you to review the examples of our forward-looking statements under the heading “Cautionary Note Regarding Forward-Looking Statements.” These statements, like all statements in this 2007 Financial Report, speak only as of their date (unless another date is indicated), and we undertake no obligation to update or revise these statements in light of future developments.

Overview

Our Business

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

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

In 2007, we achieved billion or multi-billion dollar revenue status in each of seven product lines: Effexor, Prevnar, Protonix, Enbrel, Zosyn, our Nutrition product line and our Premarin family of products. We finished the year with three key potential new products under review by the U.S. Food and Drug Administration (FDA), as follows: Pristiq, for the treatment of major depressive disorder and vasomotor symptoms associated with menopause; Relistor, for the treatment of opioid-induced constipation in patients receiving palliative care; and Viviant, for prevention and treatment of postmenopausal osteoporosis.

We believe that we now are the fourth largest biotechnology company in the world. In 2007, our revenue from biotechnology products, including vaccines, increased 24% over 2006 and comprised nearly 38% of our total Pharmaceuticals revenue.

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

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	Pharmaceuticals	Consumer Healthcare	Animal Health
% of 2007 Worldwide Net Revenue	83%	12%	5%
% of 2007 Segment Net Revenue Generated Outside U.S.	48%	45%	57%
Principal Business Operations	Develops, manufactures, distributes and sells branded human ethical pharmaceuticals, biotechnology products, vaccines and nutrition products	Develops, manufactures, distributes and sells over-the-counter health care products	Develops, manufactures, distributes and sells biological and pharmaceutical products for animals
Principal Product Categories	Neuroscience therapies, vaccines, musculoskeletal therapies, nutrition products, gastroenterology drugs, anti-infectives, oncology therapies, hemophilia treatments, immunological products and women’s health care products	Analgesics, cough/cold/allergy remedies, nutritional supplements, and hemorrhoidal, asthma and personal care items	Vaccines, pharmaceuticals, parasite control (internal and external parasites) and growth implants

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

2007 Financial Highlights

• Worldwide net revenue increased 10% to $22,399.8 million in 2007;

• Seven product franchises exceeded $1,000.0 million in net revenue: Effexor, Prevnar, Enbrel, Protonix, our Nutrition product line, Zosyn and our Premarin family of products. Enbrel, Effexor, Prevnar and Nutrition products each exceeded $1,000.0 million in net revenue outside the United States;

• Pharmaceuticals net revenue increased 10% in 2007, reflecting the strong performance of Enbrel, Prevnar, our Nutrition product line, Zosyn, Protonix and Effexor, offset, in part, by lower sales of Inderal LA due to generic competition;

• Consumer Healthcare net revenue increased 8% in 2007, reflecting higher sales of Advil, Advil PM, Advil Cold & Sinus, Centrum, Caltrate and ChapStick, partially offset by lower sales of Dimetapp and Robitussin due to the voluntary recall and replacement program initiated during the 2007 third quarter in connection with the redesign of dosing cups;

• Animal Health net revenue increased 11% in 2007, reflecting higher sales of companion animal products due to sales of the recently launched ProMeris flea and tick products, as well as higher sales of livestock, equine and poultry products.

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Our Principal Products

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

(Dollar amounts in millions)	2007 Net Revenue		% Increase/(Decrease) over 2006
Effexor	$	3,793.9	2	%
Prevnar		2,439.1	24	%
Enbrel (1)		2,044.6	36	%
Protonix		1,911.2	6	%
Nutrition		1,443.0	20	%
Alliance revenue (2)		1,294.2	(3	)%
Zosyn/Tazocin		1,137.2	17	%
Premarin family		1,055.3	0	%

(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 79 for a discussion of generic competition for Effexor (immediate release tablets) and Effexor XR (extended release capsules).

• Prevnar is our vaccine for preventing invasive pneumococcal disease in infants and children. It is the first and only vaccine product to achieve $2,000.0 million in annual net revenue and now is available in 86 countries worldwide and included in 19 national immunization programs (NIP). We produced and released over 45 million doses of Prevnar in 2007, a 12% increase over 2006 production. In 2007, we sold more than 39 million doses, an increase of 18% over doses sold in 2006, and we have sold an aggregate of almost 175 million doses since Prevnar was launched. Revenue growth for Prevnar in 2007 was largely driven by the full year impact of nine new NIPs in 2006 (United Kingdom, Germany, Mexico, Greece, Norway, Switzerland, Italy, Kuwait and the Netherlands) and three new NIPs in 2007 (Bermuda, Denmark and Liechtenstein). Solid growth for Prevnar is expected to continue over the next several years as we secure recommendations for additional NIPs and launch the product in new markets.

• In 2007, Enbrel exceeded $5,000.0 million in global net sales for the first time. Enbrel is our treatment for rheumatoid arthritis, juvenile rheumatoid arthritis, psoriatic arthritis, plaque psoriasis and ankylosing spondylitis. We have exclusive rights to Enbrel outside the United States and Canada, and co-promote Enbrel with Amgen in the United States and Canada. Enbrel maintains its leading U.S. market position in rheumatology and dermatology, is ranked fifth in global sales among all pharmaceutical products and is ranked first in total global sales among all biotech products. Enbrel is now approved, launched and reimbursed in Japan. Several new presentations for Enbrel were launched in 2007. Pre-filled syringes were launched in 28 European countries plus Argentina, Australia and India. A new multi-dose pediatric formulation was launched in 20 countries.

• Protonix is our proton pump inhibitor (PPI) for gastroesophageal reflux disease. As more fully described under “Our Challenging Business Environment” beginning on page 79,

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generic competition for Protonix began in December 2007 and our patent litigation with the generic manufacturers continues. We expect this generic competition to reduce our revenue from Protonix significantly.

• Nutrition includes our infant formula and toddler products Nursoy, Progress, Promil and S-26. We continue to expand into new markets, grow our business in the countries where we compete and shift the 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. During 2006, the Wyeth sales force continued to co-promote the product with King. Effective January 1, 2007, King assumed full responsibility for the selling and marketing of Altace. Wyeth will receive a fee in 2007 through 2010, generally based on a percentage of Altace net sales and subject to annual payment limits. We expect that our alliance revenue in 2008 from Altace will be adversely impacted by generic competition for the product. See “Our Challenging Business Environment” beginning on page 79.

• Zosyn (Tazocin internationally), our broad-spectrum I.V. antibiotic, is the number one selling injectable antibiotic worldwide and achieved over $1,000.0 million in sales for 2007. Our new advanced formulation of Zosyn launched during 2006 in the United States and in the majority of international markets by the end of 2007. The few remaining markets will launch in 2008. See “Our Challenging Business Environment” beginning on page 79 for a discussion of generic competition for Zosyn.

• Our Premarin family of products remains the leading therapy to help women address moderate to severe menopausal symptoms.

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.

With respect to Tygacil, our innovative broad-spectrum I.V. antibiotic for serious, hospital-based infections, in July 2007, we submitted a supplemental New Drug Application 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. Our regulatory filing in the European Union (EU) for Tygacil for the treatment of community-acquired pneumonia remains under review, and the reviewers have requested additional information regarding patient outcomes in our trials to better assess the overall risk/benefit profile in this indication. We intend to commence new Phase 2 clinical trials of Tygacil for the treatment of hospital-acquired pneumonia in mid-2008 to assist us in selecting appropriate dosing for our required Phase 3 clinical study.

Our New Drug Application (NDA) for Torisel (temsirolimus) for the treatment of renal cell carcinoma was approved by the FDA on May 30, 2007, and the product became available to patients in the United States in July 2007. As part of a post-marketing commitment, we have agreed to submit two completed study reports and data sets: one on a cardiac safety study and one

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on an ongoing liver safety study. In November 2007, the European Commission approved Torisel as a first-line therapy for patients with advanced renal cell carcinoma who have at least three of six prognostic risk factors. 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 menstrual bleeding over time. As part of a post-marketing commitment, we will conduct a study of thromboembolic events among women prescribed Lybrel compared with women prescribed cyclic oral contraceptives containing 20 mcg ethinyl estradiol. Our EU regulatory filing for Anya, the trade name for Lybrel in the EU, remains under regulatory review. We have not achieved approval in the first two phases of the review, and we now are in the Pan-European arbitration phase. The final regulatory outcome for Anya may not be known until the third quarter of 2008.

With respect to our NDA filing with the FDA 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 approvable letter to the FDA and a new FDA action date was set for February 29, 2008. In September 2007, we submitted our Marketing Authorization Application (MAA) in Europe for desvenlafaxine for the major depressive disorder indication. The MAA reviewers have raised concerns about efficacy, and we plan to respond as the review process continues.

With respect to our NDA filing with the FDA 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, pending final FDA concurrence on the study protocol. With respect to our MAA for Pristiq for the treatment of vasomotor symptoms in Europe, following a review of the dossier, the CHMP has raised similar concerns to those raised by the FDA regarding cardiovascular safety and also has questioned the extent of efficacy of Pristiq in this indication. We now believe that additional data will be necessary to support approval in Europe, which could include data from the new study requested by the FDA.

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On March 30, 2007, our collaboration with Progenics Pharmaceuticals, Inc. (Progenics) resulted in an NDA filing to the FDA for Relistor (methylnaltrexone) in subcutaneous formulation for the treatment of opioid-induced constipation in patients receiving palliative care. In January 2008, the FDA extended the action date for this NDA by three months to the end of April 2008 in order to allow them to review a recently submitted study of QT intervals (i.e. cardiac safety data). In May 2007, we submitted an MAA for subcutaneous Relistor in Europe. In addition, we and Progenics are developing an intravenous form of Relistor for the treatment of post-operative ileus, a serious impairment of gastrointestinal function that delays recovery and can prolong hospitalization. Assuming ongoing Phase 3 trials provide sufficient evidence of safety and efficacy, an NDA submission to the FDA currently is planned for the intravenous form of Relistor for this indication in the second half of 2008. We also are working with Progenics to develop an oral formulation of Relistor and Phase 2 clinical trials are in process.

With respect to Viviant (bazedoxifene), our selective estrogen receptor modulator, for postmenopausal osteoporosis, the FDA recently advised us that it expects to convene an advisory committee to review our pending NDAs for both the treatment and prevention indications, which is likely to be held no earlier than the fourth quarter of 2008. In December 2007, we received a second approvable letter from the FDA with respect to the prevention indication. In its letter, the FDA identified several remaining questions regarding issues that had been previously identified during the review process and that were not fully resolved by our complete response to the first approvable letter, which we received in April 2007. More specifically, the FDA has requested further analyses and discussion concerning the incidence of stroke and venous thrombotic events and has identified certain issues concerning data collection and reporting and requested additional source documents. In the letter, the FDA also indicated that the data from the Asian clinical studies that were submitted by Wyeth in late 2007 were not reviewed for this action. The approvable letter did not request the initiation of any new studies. In our February 2008 end-of-review conference with the FDA for the prevention indication, we agreed to conduct and submit further analyses of data from our clinical trials prior to the expected advisory committee meeting. The FDA action date for the NDA for the treatment of osteoporosis remains at the end of May 2008, but we do not expect approval at that time given the expected timing of the advisory committee meeting. In September 2007, we submitted our MAA in Europe for Viviant for the treatment and prevention of osteoporosis. During the ongoing review, the assessors have raised several questions regarding the efficacy results and non-clinical safety data. We are planning to submit a response in the second quarter of 2008.

With respect to Aprela (bazedoxifene/conjugated estrogens), our tissue selective estrogen complex under development for menopausal symptoms and osteoporosis, we recently met with the FDA to review the results from our Phase 3 clinical trials and discuss our planned NDA filing. Both of the principal doses studied in these trials (20 mg BZA/0.625 mg CE and 20 mg BZA/0.45 mg CE) provided efficacy for bone protection and relief of vasomotor symptoms associated with menopause. In one of these trials–SMART-1–endometrial safety was demonstrated at both doses. In a second of these trials recently presented at the 13^th World Congress of Gynecological Endocrinology in Florence, Italy–SMART-4–endometrial safety was demonstrated at the lower dose, but the incidence of endometrial hyperplasia was slightly higher than satisfactory at the higher dose. We believe that this slightly higher incidence likely resulted from the relatively low bioavailability of bazedoxifene in one of the formulations used in the SMART-4 trial as compared to the formulation used in SMART-1. While our discussions with the FDA are not yet complete, this could result in an NDA filing for only the lower dose (20 mg BZA/0.45 mg CE). We must successfully complete additional work before filing our NDA, including finalizing our proposed commercial formulation and linking it to the

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formulations used in the clinical trials, and we now expect to file our NDA no earlier than the first half of 2009. Depending on the outcome of this work and future interactions with the FDA, it is possible that additional clinical data may be necessary to support approval.

In late February 2008, we and our partner Solvay Pharmaceuticals (Solvay) terminated our collaboration agreements for the development of bifeprunox, an investigational atypical antipsychotic, and several other compounds in earlier stages of development for the potential treatment of schizophrenia and other psychiatric conditions.

Our Phase 3 clinical program for our new 13-valent pneumococcal conjugate vaccine remains ongoing. Assuming positive results, we now plan to make regulatory filings for this vaccine in infants in early 2009 and in adults in early 2010.

In December 2007, we and our collaboration partner, Elan Corporation, plc, initiated 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. The Phase 2 study for bapineuzumab is ongoing and is expected to be completed in mid-2008.

We recently initiated a Phase 3 clinical program for inotuzumab ozogamicin (CMC-544), a targeted calicheamicin conjugate under development for the treatment of follicular lymphoma. We also recently began our Phase 3 clinical program for bosutinib (SKI-606), a targeted kinase inhibitor, under development for the treatment of chronic myelogenous leukemia.

Following analysis of data from our Phase 2 clinical program, we recently suspended further clinical development of lecozotan for Alzheimer’s disease. In 2007, we also discontinued clinical development of MYO-029, a myostatin inhibitor, based on the totality of clinical data for the compound.

We continue to actively pursue in-licensing opportunities and strategic collaborations to supplement our internal research and development efforts. We face heavy competition from our peers in securing these relationships but believe that the excellence of our research and development and commercial organizations and the breadth of our expertise across traditional pharmaceuticals, biotechnology and vaccines position us well.

Certain Product Liability Litigation

Diet Drug Litigation

We continue to address the challenges of our diet drug litigation, which is described in greater detail in Note 14 to our consolidated financial statements, Contingencies and Commitments, contained in this 2007 Financial Report. The $2,258.3 million reserve balance at December 31, 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

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settlement, opt outs from the nationwide settlement and primary pulmonary hypertension 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 described in greater detail in Note 14 to our consolidated financial statements, Contingencies and Commitments, contained in this 2007 Financial Report. As of December 31, 2007, we were defending approximately 5,400 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. We also face putative class action lawsuits from users of Premarin or Prempro seeking medical monitoring and purchase price refunds, as well as other damages. While most of these putative class actions have been dismissed or withdrawn, a motion for class certification was recently denied without prejudice in a California statewide refund class action and a hearing in a similar case in West Virginia is set for later this year.

Of the 27 hormone therapy cases alleging breast cancer that have been resolved after being set for trial, 22 have now been resolved in our favor (by voluntary dismissal by the plaintiffs, summary judgment, defense verdict or judgment for us notwithstanding the verdict), several of which are being appealed by the plaintiff. Of the remaining five 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 plaintiffs have appealed) and two resulted in plaintiffs’ verdicts that we plan to appeal. Additional cases have been voluntarily dismissed by plaintiffs before a trial setting. Trials of additional hormone therapy cases also are scheduled throughout 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. We continue to be challenged by the efforts of 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. Generic products are growing as a percentage of total prescriptions and generic manufacturers are becoming more aggressive in challenging patents. 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. Competition among branded products is also intensifying. 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.

Certain key challenges to our business are highlighted below, but we encourage you to review “Item 1A. RISK FACTORS” in our 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission for more information about challenges, risks and uncertainties.

As described in Note 14 to our consolidated financial statements, Contingencies and Commitments, Protonix is the subject of ongoing U.S. patent litigation between Wyeth and its partner, Nycomed GmbH (Nycomed), and several generic manufacturers. In December 2007,

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Teva Pharmaceutical Industries, Ltd. and Teva Pharmaceuticals USA, Inc. (Teva) launched a generic version of our Protonix (pantoprazole sodium) tablets several years in advance of the expiration of the U.S. compound patent which we exclusively license from Nycomed. Following this “at risk” launch and its resulting impact on the market, we launched our own generic version of Protonix tablets in January 2008. A second generic manufacturer, Sun Pharmaceutical Advanced Research Centre Ltd. and Sun Pharmaceutical Industries Ltd. (Sun), also began “at risk” sales of a generic version of Protonix tablets in January 2008. In September 2007, the United States District Court for the District of New Jersey denied our motion for a preliminary injunction against Teva and Sun seeking to prevent the launch of a generic version of Protonix 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 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. The case now will proceed to trial, which we anticipate will occur in the second half of 2008, and the Court has stated that the generic manufacturers will need to meet a higher burden of proof, clear and convincing evidence, to prove the compound patent is invalid. Wyeth and Nycomed continue to believe that the Protonix patent is valid and enforceable and intend to continue to vigorously enforce our patent rights and seek monetary damages, including for lost profits and other damages, as well as orders prohibiting further sales of generic pantoprazole products during the term of the compound patent. However, the course and outcome of future proceedings cannot be predicted with certainty, and there is no assurance that we will be able to uphold the validity of the Protonix patent, recover monetary damages and/or obtain other requested relief.

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 a generic version of Effexor XR (extended release capsules) include specific market conditions and 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. 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 before July 1, 2010. In connection with the licenses pursuant to the settlement, Teva will pay us specified percentages of profit from sales of each of the Teva generic versions subject to adjustment or suspension based on market conditions and developments regarding the applicable patent rights. We estimate that approximately 96% of Effexor (immediate release tablets) prescriptions in the United States have been converted to Teva’s generic version 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 any significant impact to date and continue to anticipate that any impact will be modest given the significant differences in product profiles.

In early 2008, we reached a proposed settlement of our U.S. patent litigation with Osmotica Pharmaceutical Corp. (Osmotica), which has filed a NDA pursuant to 21 U.S.C. 355(b)(2) seeking FDA approval to market an extended release venlafaxine tablet. Under the terms of the proposed settlement, we would grant Osmotica a royalty-bearing license under certain patents. The effectiveness of the proposed settlement, which we have elected to submit to the U.S. Federal Trade Commission for review, is subject to the court entering certain orders requested by

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the parties. In 2007, we granted a covenant not to sue 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 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 the FDA would not rate either Osmotica’s or Sun’s tablet product as therapeutically equivalent, also referred to as AB rated, to Effexor XR (extended release capsules). Therefore, these tablet products ordinarily would not be substitutable for Effexor XR (extended release capsules) at the pharmacy level. However, in the event that Osmotica and/or Sun obtain FDA approval and successfully launch a tablet product, our sales of Effexor XR (extended release capsules) would be negatively impacted, though we believe any impact in 2008 would be limited.

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. As a result of Teva’s launch our combined net revenue from Effexor (immediate release tablets) and Effexor XR (extended release capsules) in the Canadian market decreased approximately 72% for 2007 compared with 2006, and we believe that the recent entry of additional generic competition into the Canadian market will increase this decline. As a result of this additional generic competition, our royalty from Teva on its Canadian sales of generic extended release venlafaxine HCl capsules has been suspended.

Generic versions of Effexor (immediate release tablets) and Effexor XR (extended release capsules) also have been introduced in certain markets outside the United States and Canada. The impact on our 2007 results was limited, but we expect a broader impact over time as generic versions continue to be introduced in markets outside the United States and Canada.

Compound patent protection for Zosyn expired in the United States in February 2007. Certain additional process and manufacturing patent protection remains. Our new formulation of Zosyn was approved by the FDA in 2005 and has additional patent protection extending to 2023. We believe that the timing and impact of generic competition for Zosyn in the United States will depend, among other factors, upon the timing and nature of the FDA’s response to the citizen 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. However, generic competition for Zosyn in the United States could occur at any time and likely would have a significant adverse impact on our sales of the product. Compound patent protection for Zosyn (Tazocin internationally) expired in most major markets outside the United States in early July 2007. Accordingly, we are facing generic competition in Spain, Portugal, Greece, France and Switzerland, as well as in several markets outside Europe, and may face generic competition in additional countries in the near future, including in Canada.

As part of our business, we have made and will continue to make significant investments in assets, including inventory, plant and equipment, which 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

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and market acceptance of these new products, process changes and reformulations. In addition, several of our existing products are nearing the end of their compound patent terms. If we are unable to find alternative uses for the assets supporting these products, these assets will need to be evaluated for impairment and/or we may need to incur additional costs to convert these assets to an alternate use. Earlier than anticipated generic competition for these products also may result in excess inventory and associated charges.

In late 2006, we received a request from the European Medicines Agency (EMEA) to change the currently authorized dosage recommendations for Prevenar in the EU 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. In response, we informed the scientific assessors for Prevenar that we do not believe the currently available scientific data provide an adequate basis to support such a change in recommendations. After discussion, EMEA authorities have determined to maintain the 3+1 schedule as the approved schedule and add a reference in the labeling to potential use of the 2+1 schedule as an alternative when Prevenar is given as part of a routine infant immunization program. We will be implementing this labeling modification in the near future and believe it will have little impact, if any, on our future sales of Prevenar in the EU.

Additional analyses of the benefits and risks of hormone therapy in the treatment of menopausal symptoms continue to be published from time to time, 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 prior or future publications will have on our sales of Premarin and Prempro and our hormone therapy litigation.

During 2007, our launches of Tygacil in certain markets outside the United States were adversely affected by supply limitations resulting from changes in the active pharmaceutical ingredient manufacturing process and the need for associated regulatory approvals. We expect these limitations to remain in some markets until approximately mid-2008. We have accounted for these limitations in our launch and commercial strategy, but our sales of Tygacil outside the United States could be adversely affected if these limitations continue longer than expected.

Our alliance revenue continues to be adversely affected by declining revenue associated with the CYPHER stent and Altace. Alliance revenue from Altace is expected to decline further in 2008 as a result of generic competition.

In October 2007, the FDA convened a joint meeting of the Pediatric and Nonprescription Drugs advisory committees to discuss the safety and efficacy of over-the-counter (OTC) cough and cold products for use in children, and recommended that these products no longer be used in children under the age of six. Prior to the meeting of the advisory committees, Wyeth Consumer Healthcare announced that it no longer recommended the use of cough and cold products in children under the age of two, and in October 2007 initiated a voluntary market withdrawal of our Robitussin and Dimetapp oral cough and cold medicines that refer to “infants.” In January 2008, the FDA issued a Public Health Advisory recommending against the use of OTC cough and cold products in children under two years of age, and announced that the FDA plans to issue recommendations in the 2008 second quarter with respect to the use of OTC cough and cold

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products in children two through 11 years of age. Sales of our Robitussin and Dimetapp family of products could be adversely affected by these recommendations.

In addition, in December 2007, the FDA convened a meeting of the Nonprescription Drugs advisory committee to discuss the efficacy of the oral decongestant phenylephrine (PE), an ingredient used in several Robitussin and Dimetapp products. The advisory committee concluded that available evidence was supportive of the efficacy of PE at ten milligrams, but recommended that additional studies be conducted on the efficacy of PE at ten milligrams and the safety and efficacy of PE at higher doses. Depending on the FDA’s response to the advisory committee’s recommendations, sales of our Robitussin and Dimetapp family of products could be adversely impacted.

Our Productivity Initiatives

We are continuing our long-term global productivity initiatives, collectively called Project Springboard, which we launched in 2005, to adapt to the challenging pharmaceutical industry environment. These initiatives have focused on our new primary care selling model, improving our drug development process, and continued implementation of commercial excellence initiatives, including improving the efficiency of our global support functions. In 2006, we entered into a master services agreement with Accenture LLP to provide us with transactional processing and administrative support services over a broad range of areas, including information services, finance and accounting, human resources and procurement functions. Transactional processing services began in 2007. We also are reviewing our production network to achieve optimal efficiencies and to reduce production costs for our global core products. In addition to these ongoing productivity initiatives, the 2007 results include costs pertaining to the closure of a manufacturing facility owned by Amgen and used in the production of Enbrel. As a result of these ongoing initiatives and the facility closure, we recorded net pre-tax charges of $273.4 million in 2007. Since inception of our productivity initiatives, total net pre-tax charges of $682.6 million have been recorded with respect to these initiatives, including the facility closure. It is expected that additional costs will be incurred under Project Springboard over the next several years, bringing total charges to approximately $850.0 million to $950.0 million.

In 2008, we will begin Project Impact, a company-wide program designed to redefine our business model to facilitate long-term growth, as well as to address short-term fiscal challenges. Project Impact will continue to focus on productivity initiatives; however, the scope and depth of Project Impact will be substantially broader.

Critical Accounting Estimates

Our consolidated financial statements are presented in accordance with accounting principles that are generally accepted in the United States. All professional accounting standards effective as of December 31, 2007 have been taken into consideration in preparing the consolidated financial statements. Our preparation of the consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Some of those estimates are subjective and complex, and, therefore, actual results could differ from those estimates. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect the most significant estimates and assumptions used in the preparation of our consolidated financial statements.

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Chargebacks/Rebates

Chargebacks/rebates, which are our only significant deductions from gross sales, are offered to customers based upon volume purchases, the attainment of market share levels and government mandates. Chargeback/rebate accruals, included in Accrued expenses, are established at the later of (a) the date at which the related revenue is recorded or (b) the date at which the incentives are offered. Reserves for chargebacks/rebates are estimated using historical rates and current wholesaler inventory data. Rebate rates are determined based on historical experience, trend analysis, demand conditions, competition and projected market conditions in the various markets served. Internal data as well as information obtained from external sources such as independent market research agencies and data from wholesalers are considered when establishing these reserves. Other factors, including identification of which products have been sold subject to a rebate, which customer or government price terms apply, and the estimated lag time between sale and payment of a rebate also are considered. We continually monitor the adequacy of the accruals by analyzing historical rebate rates, making adjustments to originally recorded reserves when trends or specific events indicate that adjustment is appropriate and comparing actual payments with the estimates used in establishing the accrual. Historically, actual payments have not varied significantly from the reserves provided.

Product Returns

Provisions for product returns are provided for as deductions to arrive at Net revenue. We consider many factors in determining our reserves for product returns. Typically, those factors that influence the reserves do not change significantly from period to period and include: actual historical return activity, level of inventory in the distribution network, inventory turnover, demand history, demand projections, estimated product shelf life, pricing and competition. Internal data as well as information obtained from the wholesalers are considered when establishing these reserves. We have identified historical patterns of returns for major product classes, including new products. Return rates for new products are estimated by comparing the new product with similar product types that exist in our product line. We review our reserves for product returns quarterly to verify that the trends being considered to estimate the reserves have not changed materially. The reserves for product returns cover all products, and, historically, actual returns have not varied significantly from the reserves provided.

Wholesaler Agreements

We have entered into wholesaler service agreements with many of our full-line pharmaceutical wholesale distributors in the United States, including our three largest wholesale distributors, which accounted for approximately 32% of Net revenue in 2007. Under these agreements, the wholesale distributors have agreed, in return for certain price concessions, not to exceed certain targeted inventory levels. As a result, we, along with our wholesale partners, are able to manage product flow and inventory levels in a way that more closely follows trends in prescriptions.

Accruals for Legal Proceedings

We are involved in various legal proceedings, including product liability, patent, commercial, environmental and antitrust matters, of a nature considered normal to our business. These include allegations of injuries caused by our products, including Redux, Pondimin, Prempro, Premarin, Robitussin, Dimetapp and Effexor, among others. The estimated amounts we expect to pay in these cases are accrued when it is probable that a liability has been incurred and the amount is reasonably estimable. In assessing the estimated costs, we consider many factors, including past litigation experience, scientific evidence and the specifics of each matter. Legal defense costs, which are expected to be incurred in connection with a loss contingency, are accrued when the contingency is considered probable and reasonably estimable. Additionally,

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we record insurance receivable amounts from third-party insurers when recovery is probable. Prior to November 2003, we were self-insured for product liability risks with excess coverage on a claims-made basis from various insurance carriers in excess of the self-insured amounts and subject to certain policy limits. Effective November 2003, we became completely self-insured for product liability risks.

In addition, we have responsibility for environmental, safety and cleanup obligations under various federal, state and local laws, including the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as the Superfund. In many cases, future environmental-related expenditures cannot be quantified with a reasonable degree of accuracy. As investigations and cleanups proceed, environmental-related liabilities are reviewed and adjusted as additional information becomes available. Environmental liabilities are undiscounted, do not consider potential recoveries from insurers or third parties and will be paid out over periods in which the remediation occurs.

Stock-Based Compensation

Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment” (SFAS No. 123R), requires all share-based payments to employees, including grants of employee stock options, to be recognized in the statement of operations as compensation expense (based on their fair values) over the vesting period of the awards. We determine the fair value of stock options using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates certain assumptions, such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options. As of December 31, 2007, the assumptions were as follows: the risk-free interest rate, 4.6%; expected volatility, 20.1%; expected dividend yield, 2.1%; and expected life of the options, six years.

Income Taxes

We apply an asset and liability approach to accounting for income taxes. Deferred tax liabilities and assets are recognized for the future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The recoverability of deferred tax assets is dependent upon our assessment that it is more likely than not that sufficient future taxable income will be generated in the relevant tax jurisdiction to realize the deferred tax asset. In the event we determine future taxable income will not be sufficient to utilize the deferred tax asset, a valuation allowance is recorded. In the event we were to determine that we would be able to realize all or a portion of our net deferred tax assets, an adjustment to the valuation allowance would increase income in the period such determination was made. Likewise, should we subsequently determine that we would not be able to realize all or a portion of our net deferred tax assets in the future, an adjustment to the valuation allowance would be charged to income in the period such determination was made. We have not established valuation allowances related to our net federal deferred tax assets, as we believe that it is more likely than not that the benefits of these assets will be realized. Valuation allowances have been established for certain state and foreign deferred tax assets, related to net operating losses, credits and temporary differences.

We are subject to income tax in many jurisdictions throughout the world and are regularly under examination by numerous taxing authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes. These assessments involve complex judgments about future events and rely on estimates and assumptions by management. Actual audit results could differ from these estimates.

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Actuarial Assumptions for Pension and Other Postretirement Benefit Plans

On an annual basis, we perform an internal study of actuarial assumptions. Based on this study, we determine the appropriate discount rate and expected long-term rate of return on plan assets for our defined benefit pension plans. In 2007, the discount rate used to determine our benefit obligation was increased by 55 basis points to 6.45%, the discount rate used to determine our net periodic benefit cost was increased by 25 basis points to 5.90%, while the expected rate of return on plan assets was maintained at 9.00%, consistent with the prior year. In 2008, the expected rate of return on plan assets will be reduced by 25 basis points to 8.75%, which reflects anticipated future market returns based upon the markets in which we invest. The net periodic benefit cost for our U.S. pension plans is expected to decrease by approximately $17.0 million to $185.0 million in 2008 compared with 2007 primarily due to the increase in the discount rate from 5.90% to 6.45% offset, in part, by a decrease in the expected return on plan assets. As a sensitivity measure, the effect of a 25 basis-point decrease in our discount rate assumption would increase our net periodic benefit cost for our U.S. pension plans by approximately $14.0 million. A 1.00% decrease in the expected rate of return on plan assets would increase the U.S. pension plan expense by approximately $42.0 million.

We also review the principal actuarial assumptions relating to our other postretirement benefit plans on an annual basis. We maintained the health care cost trend rate for 2007 at 9.00%, consistent with the prior year. This growth rate, ultimately, is expected to decrease to 5.00% by 2014 and remain constant thereafter. In reviewing postretirement claims data and other related assumptions, we believe that this trend rate appropriately reflects the trend aspects of our other postretirement benefit plans as of December 31, 2007. Similar to the pension plans discussed above, in 2007, the discount rate used to determine our other postretirement accumulated benefit obligation was increased by 55 basis points to 6.45%, and the discount rate used to determine our net periodic benefit cost was increased by 25 basis points to 5.90%. Net periodic benefit cost in 2008 for other postretirement benefit plans is expected to decrease by approximately $7.0 million to $158.0 million compared with 2007 primarily due to an increase in the discount rate from 5.90% to 6.45%, partially offset by a change in the health care trend factors. As a sensitivity measure, the effect of a 25 basis-point decrease in our discount rate assumption would increase our other postretirement net periodic benefit cost by approximately $5.4 million.

Restructuring and Other Related Charges

To streamline operations and rationalize manufacturing facilities through our productivity initiatives, we periodically record restructuring and other related charges. As a result, we have made estimates and judgments regarding our future plans, including future termination benefits and other exit costs to be incurred when the restructuring actions take place. In connection with these actions, management also assesses the recoverability of long-lived assets employed in the business. These estimates and assumptions are closely monitored by management and periodically adjusted as circumstances warrant. For instance, expected asset lives may be shortened or an impairment recorded based on a change in the expected useful life or performance of the asset.

Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed our disclosure presented above.

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Results of Operations

2007 vs. 2006

Net Revenue

Worldwide Net revenue increased 10% to $22,399.8 million for 2007. U.S. and international net revenue increased 5% and 16%, respectively, for 2007. The following table sets forth worldwide Net revenue for 2007, 2006 and 2005 by reportable segment together with the percentage changes in worldwide Net revenue from prior years:

(Dollar amounts in millions)	Year Ended December 31,						% Increase (Decrease)
Net Revenue	2007		2006		2005		2007 vs. 2006	2006 vs. 2005
Pharmaceuticals	$	18,622.0	$	16,884.2	$	15,321.1	10%	10%
Consumer Healthcare		2,736.1		2,530.2		2,553.9	8%	(1)%
Animal Health		1,041.7		936.3		880.8	11%	6%
Consolidated net revenue	$	22,399.8	$	20,350.7	$	18,755.8	10%	9%

The following table sets forth the percentage changes in 2007 and 2006 worldwide Net revenue by reportable segment and geographic area compared with the prior year, including the effect volume, price and foreign exchange had on these percentage changes:

	% Increase Year Ended December 31, 2007				% Increase (Decrease) Year Ended December 31, 2006
	Volume	Price	Foreign Exchange	Total Net Revenue	Volume	Price	Foreign Exchange	Total Net Revenue
Pharmaceuticals
United States	—	6%	—	6%	3%	6%	—	9%
International	10%	—	6%	16%	12%	(2)%	2%	12%
Total	5%	3%	2%	10%	7%	2%	1%	10%
Consumer Healthcare
United States	1%	1%	—	2%	(3)%	—	—	(3)%
International	7%	1%	8%	16%	(1)%	1%	2%	2%
Total	4%	1%	3%	8%	(2)%	—	1%	(1)%
Animal Health
United States	6%	2%	—	8%	—	5%	—	5%
International	5%	1%	8%	14%	3%	2%	2%	7%
Total	6%	1%	4%	11%	1%	4%	1%	6%
Total
United States	—	5%	—	5%	2%	5%	—	7%
International	10%	—	6%	16%	10%	(1)%	2%	11%
Total	5%	2%	3%	10%	5%	3%	1%	9%

Pharmaceuticals

Worldwide Pharmaceuticals net revenue increased 10% for 2007. Excluding the favorable impact of foreign exchange, worldwide Pharmaceuticals net revenue increased 8% for 2007. U.S. Pharmaceuticals net revenue increased 6% for 2007 due primarily to higher sales of Effexor, Protonix, Prevnar and Zosyn offset, in part, by lower sales of Inderal LA, due to generic competition, and lower alliance revenue. The modest increase in Effexor net revenue was primarily due to price increases, which were offset, in part, by lower volume, while the growth in

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Protonix net revenue was attributable to improved contracting resulting in a higher realized price per unit and the impact of replenishing normal wholesaler inventory levels. The increases in Prevnar and Zosyn net revenue were due to both volume and price increases.

International Pharmaceuticals net revenue increased 16% (10% excluding the favorable impact of foreign exchange) for 2007 due primarily to higher sales of Enbrel (driven by volume increases), Prevnar (resulting from the launch of Prevnar in 13 new markets as well as the addition of Prevnar to three new NIPs during 2007) and our Nutrition product line (driven by growth in China and other Asia/Pacific markets) offset, in part, by lower sales of Effexor due to generic competition primarily in Canada.

Consumer Healthcare

Worldwide Consumer Healthcare net revenue increased 8% for 2007. Excluding the favorable impact of foreign exchange, worldwide Consumer Healthcare net revenue increased 5% for 2007. Consumer Healthcare net revenue in the United States increased 2% for 2007 due primarily to higher sales of Advil, Advil PM, Advil Cold & Sinus and Caltrate offset, in part, by lower sales of Robitussin and Dimetapp, due to the voluntary recall and replacement program initiated during the 2007 third quarter in connection with the redesign of dosing cups, and lower sales of Centrum.

International Consumer Healthcare net revenue increased 16% (8% excluding the favorable impact of foreign exchange) for 2007 due primarily to higher sales of Centrum, Caltrate, Advil, Robitussin, ChapStick and Advil Cold & Sinus.

Animal Health

Worldwide Animal Health net revenue increased 11% for 2007. Excluding the favorable impact of foreign exchange, worldwide Animal Health net revenue increased 7% for 2007. Animal Health net revenue in the United States increased 8% due to higher sales of livestock, companion animal products, which included sales of our recently-launched ProMeris flea and tick products for dogs and cats, and poultry products.

International Animal Health net revenue increased 14% (6% excluding the favorable impact of foreign exchange) for 2007 due to higher sales of companion animal, livestock, poultry and equine products.

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Significant Product Results

The following tables sets forth significant 2007, 2006 and 2005 Pharmaceuticals, Consumer Healthcare and Animal Health worldwide net revenue by product:

Pharmaceuticals
(In millions)	2007		2006		2005
Effexor	$	3,793.9	$	3,722.1	$	3,458.8
Prevnar		2,439.1		1,961.3		1,508.3
Enbrel		2,044.6		1,499.6		1,083.7
Protonix		1,911.2		1,795.0		1,684.9
Nutrition		1,443.0		1,200.8		1,040.9
Zosyn/Tazocin		1,137.2		972.0		891.6
Premarin family		1,055.3		1,050.9		908.9
Oral contraceptives		433.9		454.9		525.3
BeneFIX		432.6		357.6		343.3
Rapamune		364.8		336.9		300.2
rhBMP-2		358.9		308.0		236.3
ReFacto		334.9		305.6		268.4
Tygacil		137.9		71.5		10.0
Zoton		93.3		130.8		375.7
Alliance revenue		1,294.2		1,339.2		1,146.5
Other		1,347.2		1,378.0		1,538.3
Total Pharmaceuticals	$	18,622.0	$	16,884.2	$	15,321.1
Consumer Healthcare
(In millions)	2007		2006		2005
Centrum	$	704.9	$	657.1	$	634.0
Advil		684.1		620.2		514.0
Caltrate		225.9		195.1		189.2
Robitussin		220.3		225.5		253.2
ChapStick		139.7		127.9		134.4
Preparation H		109.7		103.1		104.8
Advil Cold & Sinus		73.7		61.0		122.4
Dimetapp		72.6		81.7		80.4
Alavert		56.0		49.8		49.5
Other (1)		449.2		408.8		472.0
Total Consumer Healthcare	$	2,736.1	$	2,530.2	$	2,553.9
Animal Health
(In millions)	2007		2006		2005
Livestock products	$	452.4	$	405.5	$	377.2
Companion animal products		317.9		283.9		257.8
Equine products		145.3		135.5		138.2
Poultry products		126.1		111.4		107.6
Total Animal Health	$	1,041.7	$	936.3	$	880.8

(1) Revenue from the Solgar product line is included in 2005. The Solgar product line was sold to NBTY, Inc. in the 2005 third quarter.

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Sales Deductions

We deduct certain items from gross revenue, which primarily consist of provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives. Chargebacks/rebates are the only deductions from gross revenue that we consider significant. The provision for chargebacks/rebates relates primarily to U.S. sales of pharmaceutical products provided to wholesalers and managed care organizations under contractual agreements or to certain governmental agencies that administer benefit programs, such as Medicaid. While different programs and methods are utilized to determine the chargeback or rebate provided to the customer, we consider both to be a form of price reduction. Except for chargebacks/rebates, provisions for each of the other components of sales deductions were individually less than 2% of gross sales.

The change in our accruals for chargebacks/rebates, product returns, cash discounts and all other sales deductions for 2007, 2006 and 2005 was as follows:

(In millions)	Chargebacks/ Rebates			Product Returns			Cash Discounts			Other Sales Deductions			Total
Balance at January 1, 2005	$	917.0		$	159.9		$	24.9		$	100.4		$	1,202.2
Provision		2,386.1			177.8			255.3			175.9			2,995.1
Payments/credits		(2,537.6	)		(201.2	)		(253.6	)		(185.4	)		(3,177.8	)
Balance at December 31, 2005	$	765.5		$	136.5		$	26.6		$	90.9		$	1,019.5
Provision		2,290.2			152.3			255.1			196.5			2,894.1
Payments/credits		(2,321.8	)		(159.5	)		(252.0	)		(206.1	)		(2,939.4	)
Balance at December 31, 2006	$	733.9		$	129.3		$	29.7		$	81.3		$	974.2
Provision		2,571.9			167.7			264.2			202.6			3,206.4
Payments/credits		(2,567.8	)		(173.4	)		(267.9	)		(216.0	)		(3,225.1	)
Balance at December 31, 2007	$	738.0		$	123.6		$	26.0		$	67.9		$	955.5

The increase in the provision for chargebacks/rebates in 2007 was primarily due to higher rebate rates for managed care plans as well as the shift from Medicaid to the new Medicare Part D program. The increase was partially offset by a decrease in chargebacks/rebates related to Protonix.

Operating Expenses

The following table sets forth 2007, 2006 and 2005 Cost of goods sold and Selling, general and administrative expenses as a percentage of net revenue:

	% of Net Revenue			Increase/(Decrease)
	2007	2006	2005	2007 vs. 2006	2006 vs. 2005
Cost of goods sold	28.2%	27.5%	29.0%	0.7%	(1.5)%
Selling, general and administrative expenses	30.2%	31.9%	32.6%	(1.7)%	(0.7)%

Cost of Goods Sold

The increase in Cost of goods sold, as a percentage of Net revenue, to 28.2% for 2007 compared with 27.5% for 2006 was due primarily to costs pertaining to the closure of a manufacturing facility owned by Amgen and used in the production of Enbrel. Gross margin also was negatively impacted by higher sales of lower margin products such as Protonix, Zosyn and Nutrition products, as well as lower sales of the higher margin product Inderal LA which is

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experiencing generic competition, and lower alliance revenue (with no corresponding decrease in cost of goods sold). These decreases were partially offset by price increases and higher sales of Prevnar, which has a higher gross margin.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 4% while Net revenue increased at a rate of 10% for 2007 compared with 2006. This difference is primarily attributable to an increase in net revenue of certain Pharmaceuticals products (e.g., Prevnar), which generally require lower promotional spending compared with other marketed Pharmaceuticals products, as well as reduced selling and marketing expenses in the United States for Effexor, Enbrel and Altace (King Pharmaceuticals assumed all responsibility for marketing and selling of Altace January 1, 2007). These decreases were offset, in part, by increased spending to support pre- and post-launch marketing costs for Lybrel, Torisel, Pristiq and Relistor (methylnaltrexone). Marketing and selling expenses also increased in international markets to support existing and new product launches.

Research and Development Expenses

The following table sets forth 2007, 2006 and 2005 total Research and development expenses and Pharmaceuticals research and development expenses together with the percentage changes from prior years:

	Year Ended December 31,						% Increase
(Dollar amounts in millions)	2007		2006		2005		2007 vs. 2006	2006 vs. 2005
Research and development expenses	$	3,256.8	$	3,109.1	$	2,749.4	4.8%	13%
Pharmaceuticals research and development expenses		3,036.3		2,896.6		2,557.5	4.8%	13%
Pharmaceuticals as a percentage of total research and development expenses		93%		93%		93%	—	—

The increase in Research and development expenses for 2007 was due primarily to higher salary-related expenses and higher clinical expenses primarily related to our 13-valent pneumococcal conjugate vaccine, Relistor, bifeprunox, Torisel and Tygacil. These increases were offset, in part, by reduced milestone payments and the completion of certain clinical studies for Viviant and Aprela. Pharmaceuticals research and development expenses, as a percentage of worldwide Pharmaceuticals net revenue, exclusive of Nutrition sales, were 18% for each of the years 2007, 2006 and 2005.

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Interest (Income) Expense and Other Income

The following table sets forth selected information about Interest (income) expense, net and Other income, net for 2007, 2006 and 2005 together with percentage changes from prior years:

	Year Ended December 31,								% Increase/(Decrease)
(Dollar amounts in millions)	2007			2006			2005		2007 vs. 2006	2006 vs. 2005
Interest (income) expense, net	$	(90.5	)	$	(6.6	)	$	74.8	>100%	—
Other income, net		290.5			271.5			397.9	7%	(32)%

Interest (Income) Expense, net

The increase in Interest (income) expense, net for 2007 was due primarily to higher interest income earned on higher cash balances in 2007, offset, in part, by higher interest expense primarily due to the $2,500.0 million Notes issued in March 2007. Weighted average debt outstanding during 2007 and 2006 was $11,125.5 million and $9,171.9 million, respectively.

Other Income, net

Other income, net increased slightly for 2007 due primarily to increased gains from product divestitures in the Pharmaceuticals segment.

2006 vs. 2005

Net Revenue

Pharmaceuticals

Worldwide Pharmaceuticals net revenue increased 10% for 2006. Excluding the favorable impact of foreign exchange, worldwide Pharmaceuticals net revenue increased 9% for 2006. U.S. Pharmaceuticals net revenue increased 9% for 2006 due primarily to higher sales of the Premarin family of products, Effexor and Protonix, as well as increased alliance revenue offset, in part, by lower sales of oral contraceptives. The increase in the Premarin family of products net revenue reflects year-over-year price increases. The increase in Effexor net revenue was primarily due to price increases, which were offset, in part, by lower volume, and the growth in Protonix net revenue was attributable to increased prescription growth within the higher margin managed care segment. The Medicare Prescription Drug Improvement and Modernization Act of 2003 included a prescription drug benefit for individuals eligible for Medicare. This benefit first went into effect on January 1, 2006. The prescription drug benefit had a modest beneficial impact on our results in 2006.

International Pharmaceuticals net revenue increased 12% (10% excluding the favorable impact of foreign exchange) for 2006 due primarily to higher sales of Enbrel (for which we have exclusive rights outside the United States and Canada), Prevnar (resulting from the launch of Prevnar in 14 new markets as well as the addition of Prevnar to nine new NIPs during 2006), our Nutrition product line, and Effexor offset, in part, by lower sales of Zoton, which began experiencing generic competition in the United Kingdom and other European countries during this period. International alliance revenue increased 12% for 2006 as a result of higher sales of Enbrel in Canada.

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Consumer Healthcare

Worldwide Consumer Healthcare net revenue decreased 1% for 2006. Excluding the favorable impact of foreign exchange, worldwide Consumer Healthcare net revenue decreased 2% for 2006. U.S. Consumer Healthcare net revenue decreased 3% for 2006 due primarily to lower sales of Solgar products, as that product line was divested in 2005, and lower sales of Robitussin and Advil Cold & Sinus, which were negatively impacted by retailer actions and legislation related to pseudoephedrine-containing products offset, in part, by higher sales of Advil.

International Consumer Healthcare net revenue increased 2% (remained constant excluding the favorable impact of foreign exchange) for 2006 due primarily to higher sales of Centrum, Advil and Caltrate, partially offset by the absence of sales of Solgar products, which were divested in 2005.

Animal Health

Worldwide Animal Health net revenue increased 6% for 2006. Excluding the favorable impact of foreign exchange, worldwide Animal Health net revenue increased 5% for 2006. U.S. Animal Health net revenue increased 5% as a result of higher sales of livestock and companion animal products offset, in part, by lower sales of equine products.

International Animal Health net revenue increased 7% (5% excluding the favorable impact of foreign exchange) for 2006 due to higher sales of livestock, companion animal, equine and poultry products.

Operating Expenses

Cost of Goods Sold

The decrease in Cost of goods sold, as a percentage of Net revenue, to 27.5% for 2006 compared with 29.0% for 2005 was due primarily to lower inventory adjustments in the Pharmaceuticals segment related to Premarin, European compliance losses and Zoton. This decrease was partially offset by unfavorable manufacturing variances and costs in the Pharmaceuticals segment, primarily for our Guayama, Puerto Rico manufacturing facility, and the impact of expensing stock option compensation as a result of adopting SFAS No. 123R. Gross margin was impacted favorably by increased alliance revenue (with no corresponding increase in cost of goods sold) from higher sales of Enbrel in the United States and Canada, price increases in the United States, a more favorable product mix in the Pharmaceuticals and Consumer Healthcare segments due to higher sales of higher margin Prevnar and Effexor, and a reduction in sales of lower margin products, including Zoton and our Solgar line of products, which was divested in the 2005 third quarter.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 6% while Net revenue increased at a rate of 9% for 2006 compared with 2005. This difference is primarily attributable to the increase in net revenue of certain Pharmaceuticals products (e.g., Prevnar), which generally require lower promotional spending than other marketed Pharmaceuticals products. Selling, general and administrative expenses also were impacted by lower selling expenses (primarily lower sales force costs) in the Pharmaceuticals and Consumer Healthcare segments offset, in part, by the impact of expensing stock option compensation as a result of adopting SFAS No. 123R and pre- and post-launch marketing costs for Tygacil, Lybrel, bifeprunox and Viviant.

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Research and Development Expenses

The increase in Research and development expenses for 2006 was due primarily to higher salary-related expenses, the impact of expensing stock options as a result of adopting SFAS No. 123R, higher consulting services related to Enbrel and other products, higher cost-sharing expenses related to the Progenics and Trubion collaborations, and higher clinical expenses primarily related to Aprela, Tygacil, Pristiq, Viviant, Prevnar and Effexor in the Pharmaceuticals segment. Research and development expenses for 2005 included costs associated with a number of licensing agreements, including key collaborations with Progenics and Trubion that resulted in upfront payments of approximately $100.0 million.

Interest (Income) Expense and Other Income

Interest (Income) Expense, net

The decrease in Interest (income) expense, net for 2006 was due primarily to higher interest income earned on higher cash balances in 2006 and higher capitalized interest offset, in part, by higher interest expense. Weighted average debt outstanding during 2006 and 2005 was $9,171.9 million and $8,040.1 million, respectively. The increase in weighted average debt, due mainly to the Notes issued in November 2005 as well as to an increase in interest rates applicable to floating rate debt, including our Convertible Senior Debentures, resulted in the increase in interest expense in 2006. The increase in capitalized interest resulted from spending for long-term capital projects in process.

Other Income, net

Other income, net decreased for 2006 primarily as a result of lower gains on sales of non-strategic Pharmaceuticals and Consumer Healthcare product rights and lower royalty income in the Pharmaceuticals segment.

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2007, 2006 and 2005 Significant Items

Productivity Initiatives

During 2007, we continued with our long-term global productivity initiatives, which were launched in 2005, to adapt to the changing pharmaceutical environment. The guiding principles of these initiatives include innovation, cost saving, process excellence and accountability, with an emphasis on improving productivity. In 2006, we established the Global Business Operations initiative as part of our productivity initiatives and entered into a master services agreement with Accenture LLP to deliver transactional and administrative support services beginning in 2007 for certain process areas within our finance and accounting, information services, human resources and procurement functions. In addition, we are improving our drug development process, including establishing early clinical development centers, improving logistics for shipping clinical materials and instituting remote data capture. In 2007, 2006 and 2005, we recorded net pre-tax charges of $273.4 million ($194.4 million after-tax or $0.14 per share-diluted), $218.6 million ($154.5 million after-tax or $0.11 per share-diluted) and $190.6 million ($137.1 million after-tax or $0.10 per share-diluted), respectively, related to our long-term productivity initiatives. Since inception of our productivity initiatives, total net pre-tax charges of $682.6 million have been recorded. Total costs included severance and other related personnel costs of $298.7 million, accelerated depreciation for certain facilities expected to be closed of $197.8 million and other closure/exit costs related to the implementation of the initiatives of $226.3 million, which includes 2007 costs pertaining to the closure of a manufacturing facility owned by Amgen and used in the production of Enbrel, offset in part, by an asset sale gain of $40.2 million. The asset sale gain related to the 2005 sale of our Marietta, Pennsylvania manufacturing facility. These productivity initiatives relate primarily to the Pharmaceuticals segment. It is expected that additional costs will be incurred under Project Springboard over the next several years, bringing total charges from these productivity initiatives to approximately $850.0 million to $950.0 million.

In 2008, we will begin Project Impact, a company-wide program designed to redefine our business model to facilitate long-term growth, as well as to address short-term fiscal challenges. Project Impact will continue to focus on productivity initiatives; however, the scope and depth of Project Impact will be substantially broader (see Note 3 to our consolidated financial statements, Productivity Initiatives).

Income Tax Adjustments and Charge

In 2006, we recorded a favorable income tax adjustment of $70.4 million ($0.05 per share-diluted) within the Provision (benefit) for income taxes due to a release of a previously established valuation allowance against state deferred tax assets. Deferred tax assets result primarily from the recording of certain accruals and reserves that currently are not deductible for tax purposes and from tax loss carryforwards. Valuation allowances had previously been provided for certain state deferred tax assets due to the uncertainty of generating sufficient taxable income in these state jurisdictions as a result of our diet drug litigation (see Note 10 to our consolidated financial statements, Income Taxes). Given the progress made during 2006 in resolving the diet drug litigation claims, there is now greater certainty regarding the status of the litigation. We considered these circumstances in re-evaluating the realizability of the state deferred tax assets.

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In 2005, we recorded an income tax charge of $170.0 million ($0.12 per share-diluted) within the Provision (benefit) for income taxes resulting from the decision to repatriate approximately $3,100.0 million of foreign earnings in accordance with the American Jobs Creation Act of 2004, which provided a temporary incentive for U.S. multinational companies to repatriate foreign earnings.

Stock-Based Compensation

Effective January 1, 2006, we adopted SFAS No. 123R, which requires the expensing of stock options. As a result, our 2007 and 2006 results include stock option expense of $190.4 million ($126.1 million after-tax or $0.09 per share-diluted) and $235.2 million ($170.8 million after-tax or $0.12 per share-diluted), respectively. Our 2005 results, which have not been restated to include the impact of stock options, would have included a charge of $290.1 million ($227.6 million after-tax or $0.17 per share-diluted) (see Note 12 to our consolidated financial statements, Stock-Based Compensation).

Income before Income Taxes

The following table sets forth 2007, 2006 and 2005 worldwide Income (loss) before income taxes by reportable segment together with the percentage changes in worldwide Income (loss) before income taxes from prior years:

(Dollar amounts in millions)	Year Ended December 31,									% Increase/(Decrease)
Income (Loss) before Income Taxes	2007			2006			2005			2007 vs. 2006	2006 vs. 2005
Pharmaceuticals(1)	$	6,164.5		$	5,186.4		$	4,544.9		19%	14%
Consumer Healthcare(1)		519.2			516.2			574.3		1%	(10)%
Animal Health(1)		194.1			163.7			139.4		19%	17%
Corporate(1) (2)		(421.1	)		(436.4	)		(478.0	)	4%	9%
Total(3)	$	6,456.7		$	5,429.9		$	4,780.6		19%	14%

(1) Stock-based compensation expense for 2007 and 2006 has been recorded in accordance with SFAS No. 123R, which was adopted as of January 1, 2006. Prior to the adoption of SFAS No. 123R, no expense was recorded for stock options. If stock options had been expensed in 2005, Income before income taxes would have been reduced by $290.1 (see Note 12 to our consolidated financial statements). For 2007, 2006 and 2005, stock-based compensation was recorded within the reportable segments as follows:

(In millions)	Year Ended December 31,
Segment	2007		2006		2005
Pharmaceuticals	$	266.7	$	274.7	$	57.3
Consumer Healthcare		24.2		27.0		5.5
Animal Health		10.9		11.0		2.3
Corporate		65.7		80.6		43.4
Total	$	367.5	$	393.3	$	108.5

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(2) 2007, 2006 and 2005 Corporate included a net charge of $273.4, $218.6 and $190.6, respectively, related to our productivity initiatives (see Note 3 to our consolidated financial statements). The initiatives related to the reportable segments as follows:

(In millions)	Year Ended December 31,
Segment	2007		2006		2005
Pharmaceuticals	$	259.5	$	198.0	$	186.2
Consumer Healthcare		9.7		11.5		4.4
Animal Health		4.2		9.1		—
Total	$	273.4	$	218.6	$	190.6

Excluding the 2007, 2006 and 2005 productivity initiatives, Corporate expenses, net decreased 32% for 2007 and 24% for 2006.

(3) Excluding the 2007, 2006 and 2005 productivity initiatives charges, and assuming the expensing of stock options in 2005, total Income before income taxes increased 19% and 21% for 2007 and 2006, respectively.

The following explanations of changes in Income before income taxes, by reportable segment, for 2007 compared with 2006 and 2006 compared with 2005 exclude the items listed in footnote (2) to the table above.

Pharmaceuticals

Worldwide Pharmaceuticals income before income taxes increased 19% for 2007 due primarily to higher worldwide net revenue, lower selling and general expenses, as a percentage of net revenue, and higher other income, net, offset, in part, by slightly lower gross profit margins earned on worldwide sales of Pharmaceuticals products, and higher research and development expenses.

Worldwide Pharmaceuticals income before income taxes increased 14% for 2006 due primarily to higher worldwide net revenue, higher gross profit margins earned on worldwide sales of Pharmaceuticals products, and lower selling and general expenses, as a percentage of net revenue, offset, in part, by higher research and development expenses and lower other income, net. The increase in research and development expenses reflects increases in clinical studies and cost-sharing arrangements.

Consumer Healthcare

Worldwide Consumer Healthcare income before income taxes increased 1% for 2007 due primarily to higher worldwide net revenue and higher other income, net offset, in part, by lower gross profit earned on worldwide net revenue, a slight increase in selling and general expenses, as a percentage of net revenue and higher research and development spending.

Worldwide Consumer Healthcare income before income taxes decreased 10% for 2006 due primarily to lower net revenue, higher research and development expenses and lower other income, net offset, in part, by slightly higher gross profit margins earned on worldwide net revenue. 2006 was impacted by the absence of net revenue from Solgar products, which were divested in the 2005 third quarter, as well as the impact of retailer actions and federal and state legislation in connection with pseudoephedrine-containing products.

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Animal Health

Worldwide Animal Health income before income taxes increased 19% for 2007 due primarily to higher worldwide net revenue, slightly higher gross profit as a percentage of worldwide net revenue and lower selling and general expenses as a percentage of net revenue offset, in part, by higher research and development expenses.

Worldwide Animal Health income before income taxes increased 17% for 2006 due primarily to higher worldwide net revenue and increased gross profit margins earned on worldwide sales of Animal Health products and other income, net offset, in part, by higher selling and general expenses as a percentage of net revenue and research and development expenses.

Corporate

Corporate expenses, net decreased 32% for 2007 due primarily to higher net interest income compared with the prior period, partially offset by lower other income, net. Corporate expenses, net decreased 24% for 2006 due primarily to net interest becoming income compared with interest expense in the prior period, partially offset by the non-recurrence of certain 2005 items.

Income Tax Rate

The resulting income tax rates for 2007, 2006 and 2005, excluding certain items affecting comparability and assuming the expensing of stock options in 2005, were 28.5%, 24.2% and 20.2%, respectively. See Note 10 to our consolidated financial statements and the “2007, 2006 and 2005 Significant Items” section herein for further information related to our income tax rate and for a discussion of certain items affecting comparability. The increase between 2007 and 2006 reflects the impact of higher sales of certain Pharmaceuticals products (i.e., Enbrel and Prevnar) that are manufactured in less favorable tax jurisdictions and increased expenditures on research and development and other expenses in non-U.S. locations.

Consolidated Net Income and Diluted Earnings per Share

Net income and diluted earnings per share in 2007 increased to $4,616.0 million and $3.38, respectively, compared with $4,196.7 million and $3.08 for 2006.

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 investors should consider the impact of the following items that are included in net income and diluted earnings per share when comparing 2007 vs. 2006 and 2006 vs. 2005 results of operations:

2007:

• Net charges of $273.4 million ($194.4 million after-tax or $0.14 per share-diluted) related to our productivity initiatives (see Note 3 to our consolidated financial statements).

2006:

• Net charges of $218.6 million ($154.5 million after-tax or $0.11 per share-diluted) related to our productivity initiatives (see Note 3 to our consolidated financial statements); and

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• Income tax adjustment of $70.4 million ($0.05 per share-diluted) within the Provision for income taxes related to the reduction of certain deferred tax asset valuation allowances.

2005:

• Net charges of $190.6 million ($137.1 million after-tax or $0.10 per share-diluted) related to our productivity initiatives (see Note 3 to our consolidated financial statements); and

• Income tax charge of $170.0 million ($0.12 per share-diluted) within the Provision for income taxes recorded in connection with our decision to repatriate approximately $3,100.0 million of foreign earnings.

The 2007, 2006 and 2005 productivity initiatives charges, which included costs of closing certain manufacturing facilities and the elimination of certain positions at our facilities, have been identified as significant items by our management as these charges are not considered to be indicative of continuing operating results. The 2006 income tax adjustment related to a reduction of certain deferred tax asset allowances, and the 2005 income tax charge, which related to the repatriation of foreign earnings in accordance with the American Jobs Creation Act of 2004, have each been identified as a significant item by our management due to their nature and magnitude.

In addition, effective January 1, 2006, we adopted SFAS No. 123R, which requires the expensing of stock options. As a result, the 2007 and 2006 results include stock option expense of $190.4 million ($126.1 million after-tax or $0.09 per share-diluted) and $235.2 million ($170.8 million after-tax or $0.12 per share-diluted), respectively. The 2005 results, which have not been restated to include the impact of stock options, would have included a charge of $290.1 million ($227.6 million after-tax or $0.17 per share-diluted). Our management believes that including this expense as part of 2005 results provides a more meaningful comparison of our operations for these accounting periods.

Management believes that isolating the items identified above when reviewing our results provides a useful view of ongoing operations for these accounting periods. For further details related to these items, refer to the discussion of “2007, 2006 and 2005 Significant Items” herein.

Adjusting for the items noted above, net income was $4,810.4 million, $4,280.8 million and $3,735.8 million for 2007, 2006 and 2005, respectively.

Adjusting for the items noted above, which affect comparability, the increase in net income for 2007 was 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 slightly higher Cost of goods sold as a percentage of net revenue, higher research and development spending and increased income taxes.

The increase in Cost of goods sold, as a percentage of net revenue, for 2007 was primarily due to higher sales of lower margin products such as Protonix, Zosyn, and Nutrition products, as well as lower sales of the higher margin product Inderal LA which is experiencing generic competition, and lower alliance revenue (with no corresponding decrease in cost of goods sold). These decreases were partially offset by price increases and higher sales of Prevnar, which has a higher gross margin. Selling, general and administrative expenses, as a percentage of net revenue, decreased due to Selling, general and administrative expenses increasing at a slower rate than net revenue. This resulted from increases in net revenue of certain Pharmaceuticals products (e.g., Prevnar), which generally require minimal promotional spending compared with other marketed Pharmaceuticals products, as well as reduced selling and marketing expenses in the United States for Effexor, Enbrel and Altace (King assumed all responsibility for the marketing

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and selling of Altace January 1, 2007). These decreases were offset, in part, by increased spending to support pre- and post- launch marketing costs for Lybrel, Torisel, Pristiq and Relistor. Marketing and selling expense also increased in international markets to support existing and new product launches. The increase in Research and development expenses for 2007 was due primarily to higher salary-related expenses and higher clinical expenses primarily related to our 13-valent pneumococcal conjugate vaccine, Relistor, bifeprunox, Torisel and Tygacil. These increases were offset, in part, by reduced milestone payments and the completion of certain clinical studies for Viviant and Aprela.

Excluding the items noted above, the increase in net income for 2006 was due primarily to higher Net revenue, lower Cost of goods sold and lower Selling, general and administrative expenses, both as a percentage of net revenue and lower Interest (income) expense, net offset, in part, by higher research and development spending, lower Other income, net and increased income taxes.

The decrease in Cost of goods sold, as a percentage of net revenue, for 2006 was primarily due to lower inventory adjustments in the Pharmaceuticals segment related to Premarin, European compliance losses and Zoton. This decrease was partially offset by unfavorable manufacturing variances and costs in the Pharmaceuticals segment, primarily for our Guayama, Puerto Rico manufacturing facility. Gross margin was impacted favorably by increased alliance revenue (with no corresponding increase in cost of goods sold) from higher sales of Enbrel in the United States and Canada, price increases in the United States, a more favorable product mix in the Pharmaceuticals and Consumer Healthcare segments due to higher sales of higher margin Prevnar and Effexor and a reduction in sales of lower margin products, including Zoton and our Solgar product line, which was divested in the 2005 third quarter. The lower Selling, general and administrative expenses, as a percentage of net revenue, were due primarily to lower sales force-related selling expenses, and lower Other income, net was due primarily as a result of lower royalty income in the Pharmaceuticals segment and lower gains on sales of non-strategic Pharmaceuticals and Consumer Healthcare product rights. The increase in Research and development expenses was due primarily to higher salary-related expenses, consulting services fees, cost-sharing expenses and clinical expenses.

Liquidity, Financial Condition and Capital Resources

Cash and Cash Equivalents

Our cash and cash equivalents increased $3,675.6 million as of December 31, 2007 compared with the prior year. The increase was largely driven by a net increase in cash from operating activities of $5,875.7 million. Sources of cash during 2007 were as follows:

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

• Proceeds of $1,422.5 million related to sales and maturities of marketable securities;

• Proceeds of $716.9 million related to the exercise of stock options; and

• Proceeds of $121.7 million related to the sales of assets.

These sources of cash were partially offset by the following:

• Purchase of marketable securities of $2,534.2 million;

• Dividend payments of $1,423.5 million;

• Capital expenditures totaling $1,390.7 million;

• Purchases of Wyeth common stock for treasury totaling $1,316.7 million;

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• Purchase of the remaining equity interest in Wyeth K.K., our Japanese joint venture with Takeda Pharmaceuticals Company Limited, for a purchase price of $221.7 million; and

• Repayments of debt totaling $120.8 million.

The change in working capital, which used $290.4 million of cash as of December 31, 2007, excluding the effects of foreign exchange, was primarily due to higher inventory levels of Prevnar, to support increased sales demands, Enbrel, due to inventory build of our recently approved serum-free process and Protonix, and lower accounts payable and accrued expenses offset by higher accrued taxes.

Total Debt

At December 31, 2007, we had outstanding $11,804.5 million in total debt, which consisted of notes payable and other debt. We had no commercial paper outstanding as of December 31, 2007. Current debt at December 31, 2007, classified as Loans payable, consisted of $311.6 million of notes payable and other debt that are due within one year. We were in compliance with all debt covenants as of December 31, 2007.

As of December 31, 2007, we had net cash of $1,643.2 million which was comprised of liquid assets totaling $13,447.7 million (cash and cash equivalents and marketable securities) less total debt of $11,804.5 million.

The following represents our credit ratings as of the latest rating update:

	Moody’s	S&P	Fitch
Short-term debt	P-2	A-1	F-2
Long-term debt	A3	A+	A-
Outlook	Stable	Stable	Stable
Last rating update	January 31, 2008	June 21, 2007	February 11, 2008

Based on our current short-term credit rating, our commercial paper would trade in the Tier 2 commercial paper market, if issued.

Credit Facilities

In August 2007, we replaced our prior $1,350.0 million, five-year revolving credit facility maturing in August 2010 and our prior $1,747.5 million, five-year revolving credit facility maturing in February 2009 with a new $3,000.0 million, five-year revolving credit facility with a group of banks and financial institutions. This new facility matures in August 2012 and is extendible 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. At December 31, 2007 and 2006, there were no borrowings outstanding under these credit facilities, nor did we have any commercial paper outstanding that was supported by these facilities.

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Notes

In March 2007, we issued $2,500.0 million of Notes in a transaction registered with the U.S. Securities and Exchange Commission. These Notes consisted of two tranches, which pay interest semiannually on April 1 and October 1, as follows:

• $2,000.0 million 5.95% Notes due 2037

• $   500.0 million 5.45% Notes due 2017

Additional Liquidity, Financial Condition and Capital Resource Information

At December 31, 2007, the carrying value of cash equivalents approximated fair value due to the short-term, highly liquid nature of cash equivalents, which have maturities of three months or less when purchased. Interest rate fluctuations would not have a significant effect on the fair value of cash equivalents held by us.

As of December 31, 2007, we held marketable securities of $2,993.8 million, which are subject to changes in fair value as a result of interest rate fluctuations and other market factors, such as the recent turmoil in the housing and credit markets. Additionally, we had long-term debt at December 31, 2007 of $11,492.9 million. Through the use of interest rate swaps, our interest payments on our debt are also subject to fluctuations in interest rates. Accordingly, fluctuations in interest rates and changes in market factors for our marketable securities investments and debt may impact our results of operations.

On January 27, 2006, our Board of Directors approved a share repurchase program allowing for the repurchase of up to 15,000,000 shares of our common stock. We repurchased 13,016,400 shares during 2006. On January 25, 2007, our Board amended the previously authorized program to allow for future repurchases of up to 30,000,000 shares, inclusive of 1,983,600 shares that remained under the prior authorization. On September 27, 2007, our Board further amended the program to allow for repurchases of up to $5,000.0 million of our common stock, inclusive of $1,188.2 million of repurchases executed between January 25, 2007 and September 27, 2007 under the prior authorization. In the 2007 fourth quarter, $101.3 million of repurchases were executed, leaving a remaining authorization of approximately $3,710.5 million for future repurchases as of December 31, 2007.

We file tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In 2007, we completed and effectively settled an audit for the 1998-2001 tax years with the Internal Revenue Service (IRS). Taxing authorities in various jurisdictions are in the process of reviewing our tax returns. Except for the California Franchise Tax Board, where we have filed protests for the 1996-2003 tax years, taxing authorities are generally reviewing tax returns for post-2001 tax years, including the IRS, which has begun its audit of our tax returns for the 2002-2005 tax years. As part of this audit, the IRS is examining the pricing of our cross-border arrangements. While we believe that the pricing of these arrangements is appropriate and that our reserves are adequate with respect to such pricing, it is possible that the IRS will propose adjustments in excess of such reserves and that conclusion of the audit will result in adjustments in excess of such reserves. An unfavorable resolution for open tax years could have a material effect on our results of operations or cash flows in the period in which an adjustment is recorded and in future periods. We believe that an unfavorable resolution for open tax years would not be material to our financial position; however, each year we record significant tax benefits with respect to our cross-border arrangements, and the possibility of a resolution that is material to our financial position cannot be excluded.

As more fully described in Note 14 to our consolidated financial statements, Contingencies and Commitments, we are involved in various legal proceedings. We intend to vigorously

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defend our Company and our products in these litigations and believe our legal positions are strong. However, in light of the circumstances discussed therein, it is not possible to determine the ultimate outcome of our legal proceedings, and, therefore, it is possible that the ultimate outcome of these proceedings could be material to our financial position, results of operations and/or cash flows.

Off-Balance Sheet Arrangements

We have not participated in, nor have we created, any off-balance sheet financing or other off-balance sheet special purpose entities other than operating leases. In addition, we have not entered into any derivative financial instruments for trading purposes and use derivative financial instruments solely for managing our exposure to certain market risks from changes in foreign currency exchange rates and interest rates.

Contractual Obligations

The following table sets forth our contractual obligations at December 31, 2007:

			Payments Due by Period
(In millions) Contractual Obligations	Total		2008		2009 and 2010		2011 and 2012		Thereafter
Total debt obligations	$	11,804.5	$	311.6	$	14.0	$	1,590.2	$	9,888.7
Interest payments(1)		9,240.9		603.6		1,174.0		1,140.1		6,323.2
Total debt obligations, including interest payments		21,045.4		915.2		1,188.0		2,730.3		16,211.9
Purchase obligations(2)		3,953.3		1,127.8		806.6		747.8		1,271.1
Co-development obligations(3)		1,144.8		145.4		185.9		102.3		711.2
Retirement-related obligations(4)		2,084.7		343.8		712.3		779.2		249.4
Capital commitments(5)		1,383.4		906.3		477.1		—		—
Operating lease obligations		487.1		117.4		165.8		113.7		90.2
Total(6)	$	30,098.7	$	3,555.9	$	3,535.7	$	4,473.3	$	18,533.8

(1) Interest payments include both our expected interest obligations and our interest rate swaps. We used the interest rate forward curve at December 31, 2007 (5.08%) to compute the amount of the contractual obligation for interest on the variable rate debt instruments and our interest rate swaps.

(2) Purchase obligations consist of agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. These include obligations for minimum inventory purchase contracts, research and development and media/market research contracts.

(3) Co-development obligations consist of estimated milestone payments to third parties under research and development contracts, which become due if, and when, certain milestones are achieved during the drug development process up through and including regulatory submission. Payments relating to co-commercialization milestones, which occur upon and after regulatory approval, have not been included in the table due to the historically high degree of uncertainty of achieving regulatory approval. In the event all development products were to receive approval, the resulting milestone payment obligations would be approximately $1,500.0 million.

(4) This category includes estimated pension and postretirement contributions through 2012. We believe that external factors, including, but not limited to, investment performance of pension plan assets, interest rates, increases in medical care costs and Medicare subsidies, preclude reasonable estimates beyond 2012.

This category also includes deferred compensation payments for retirees and certain active employees who have elected payment before retirement as of December 31, 2007. All other active employees as of December 31, 2007 are excluded for years subsequent to 2008 since we do not believe we can predict factors such as employee retirement date and elected payout period.

(5) Capital commitments represent management’s commitment for capital spending.

(6) Excluded from the contractual obligations table is the liability for unrecognized tax benefits totaling $956.7 million. This liability for unrecognized tax benefits has been excluded because we cannot make a reliable estimate of the period in which the unrecognized tax benefits will be realized.

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Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in foreign currency exchange rates and interest rates that could impact our financial position, results of operations and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We use derivative financial instruments as risk management tools and not for trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage our exposure to non-performance on such instruments.

Foreign Currency Risk Management

We generate a portion of Net revenue from sales to customers located outside of the United States, principally in Europe. International sales typically are denominated in the local currency of the country in which the sale is made. Consequently, movements in foreign currency exchange rates pose a risk to profitability and cash flows. In addition, foreign currency denominated monetary assets and liabilities are subject to volatility in foreign currency exchange rates that may also impact profitability and cash flows. We have established programs to protect against such potential adverse changes due to foreign currency volatility.

Short-term foreign exchange forward contracts and swap contracts are used as economic hedges to neutralize month-end balance sheet exposures of monetary assets and liabilities. These contracts essentially take the opposite position of the currency projected in the month-end balance sheet to counterbalance the effect of any currency movement. These derivative instruments are not designated as hedges and are recorded at fair value with any gains or losses recognized in current period earnings.

A combination of option strategies that involve the purchase of put contracts and the sale of call contracts are utilized in our cash flow hedging program to partially cover the foreign currency risk associated with international business operations. Our cash flow hedging program is specifically designed to protect against currency risks in those countries with a high concentration of Euro and Sterling denominated sales. These derivative instruments are designated as cash flow hedges, and, accordingly, any unrealized gains or losses are deferred in Accumulated other comprehensive income (loss) and transferred to earnings when the inventory is sold to third parties (see Note 9 to our consolidated financial statements, Derivative Instruments and Foreign Currency Risk Management Programs, contained in the 2007 Financial Report).

Interest Rate Risk Management

The fair value of our fixed-rate long-term debt is sensitive to changes in interest rates. Interest rate changes result in gains/losses in the market value of this debt due to differences between the market interest rates and rates at the inception of the debt obligation. We manage a portion of this exposure to interest rate changes primarily through the use of fair value interest rate swaps.

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Financial Instruments

At December 31, 2007, the notional/contract amounts, carrying values and fair values of our financial instruments were as follows:

	Notional/ Contract Amount		Assets (Liabilities)
(In millions) Description			Carrying Value			Fair Value
Forward contracts(1)	$	2,794.6	$	1.1		$	1.1
Option contracts(1)		3,014.0		(21.7	)		(21.7	)
Interest rate swaps		5,300.0		157.6			157.6
Outstanding debt(2)		11,646.9		(11,804.5	)		(12,032.2	)

(1) If the value of the U.S. dollar were to strengthen or weaken by 10%, in relation to all hedged foreign currencies, the net payable on the forward and option contracts would collectively decrease or increase by approximately $258.6.

(2) If interest rates were to increase or decrease by one percentage point, the fair value of the outstanding debt would decrease or increase by approximately $857.3.

The estimated fair values approximate amounts at which these financial instruments could be exchanged in a current transaction between willing parties. Therefore, fair values are based on estimates using present value and other valuation techniques that are significantly affected by the assumptions used concerning the amount and timing of estimated future cash flows and discount rates that reflect varying degrees of risk. The fair value of forward contracts, currency option contracts and interest rate swaps reflects the present value of the contracts at December 31, 2007; and the fair value of outstanding debt instruments reflects a current yield valuation based on observed market prices as of December 31, 2007.

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Cautionary Note Regarding Forward-Looking Statements

This 2007 Financial Report includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “project” and other words of similar meaning. These forward-looking statements address various matters, including:

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

• 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;

• Anticipated future charges related to implementing our productivity initiatives;

• 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;

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

• Emerging clinical data on our marketed and pipeline products and the impact on regulatory filings, product labeling, 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;

• Uses of cash and borrowings;

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

• Estimates and assumptions used in our critical accounting policies;

• Anticipated developments in our diet drug and hormone therapy litigation;

• 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;

• 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 prosecute or 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;

• Timing and impact of generic competition for Effexor and Effexor XR, including the impact of our settlement of patent litigation with Teva, our proposed settlement of patent litigation with Osmotica and the covenant not to sue we granted to Sun;

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• Impact of generic competition for Protonix, including the “at risk” launches by Teva and Sun, 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;

• Timing and impact of supply limitations for Tygacil in certain markets outside the United States;

• 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. We refer you to Item 1A. RISK FACTORS of our 2007 Annual Report on Form 10-K, which we incorporate herein by reference, for identification of important factors with respect to these risks and uncertainties, which, as described in more detail in Item 1A, include: the inherent uncertainty of the timing and success of, and expense associated with, research, development, regulatory approval and commercialization of our products and 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; emerging data on our products; the importance of strong performance from our principal products and our anticipated new product introductions; the highly regulated nature of our business; product liability, intellectual property and other litigation risks and environmental liabilities; uncertainty regarding our intellectual property rights and those of others; difficulties associated with, and regulatory compliance with respect to, manufacturing of our products; risks associated with our strategic relationships; economic conditions, including interest and currency exchange rate fluctuations; changes in generally accepted accounting principles; trade buying patterns; the impact of legislation and regulatory compliance; and risks and uncertainties associated with global operations and sales. The forward-looking statements in this report are qualified by these risk factors.

We caution investors not to place undue reliance on the forward-looking statements contained in this report. Each statement speaks only as of the date of this report (or any earlier date indicated in the statement), and we undertake no obligation to update or revise any of these statements, whether as a result of new information, future developments or otherwise. From time to time, we also may provide oral or written forward-looking statements in other materials, including our earnings press releases. You should consider this cautionary statement, including the risk factors identified under “Item 1A. RISK FACTORS” of our 2007 Annual Report on Form 10-K, which are incorporated herein by reference, when evaluating those statements as well. Our business is subject to substantial risks and uncertainties, including those identified in this report. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

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EX-21

EXHIBIT 21

SUBSIDIARIES OF THE COMPANY

DECEMBER 31, 2007

Name	State or Country of Incorporation
United States
AC Acquisition Holding Company	Delaware
Ayerst-Wyeth Pharmaceuticals Incorporated	Delaware
Genetics Institute, LLC	Delaware
Route 24 Holdings, Inc.	Delaware
Wyeth Pharmaceuticals Inc.	Delaware
Wyeth Holdings Corporation	Maine
Wyeth-Ayerst International Inc.	New York
Wyeth-Ayerst Lederle, Inc.	Puerto Rico
Wyeth-Whitehall Pharmaceuticals, Inc.	Puerto Rico
Berdan Insurance Company	Vermont
International
Fort Dodge Australia Pty. Limited	Australia
Wyeth Australia Pty. Limited	Australia
Wyeth Pharmaceuticals S.A./N.V.	Belgium
Fort Dodge Saude Animal Ltda.	Brazil
Wyeth Industrias Farmaceutica Ltda.	Brazil
Wyeth Canada (1)	Canada
Wyeth Consumer Healthcare Inc.	Canada
Wyeth Pharmaceutical Co., Ltd.	China
Wyeth (Shanghai) Trading Company, Ltd.	China
Wyeth Pharmaceuticals FZ-LLC	Dubai
John Wyeth & Brother Limited	England
Wyeth Pharmaceuticals France	France
Wyeth-Pharma GmbH	Germany
Wyeth Hellas S.A.	Greece
AHP Finance Ireland Limited	Ireland
Wyeth Pharmaceuticals Limited	Ireland
Wyeth Lederle S.p.A.	Italy
Wyeth K.K.	Japan
Wyeth Korea, Inc.	Korea
Wyeth S.A. de C.V.	Mexico
AHP Manufacturing B.V.	Netherlands
Wyeth Pharmaceuticals B.V.	Netherlands
Wyeth Philippines, Inc.	Philippines
Wyeth Nutritionals (Singapore) Pte. Ltd.	Singapore
Fort Dodge Veterinaria, S.A.	Spain
Wyeth Farma, S.A.	Spain
Wyeth AB	Sweden
Dimminaco AG	Switzerland
Wyeth Ilaclari A.S.	Turkey
Laboratorios Wyeth S.A.	Venezuela

⁽¹⁾ Wyeth Canada is a partnership between two affiliates of the Company.

There have been omitted from the above list, the names of the subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 33-45324, No. 33-57339, No. 333-108312, No. 333-111093, No. 333-112450 and No. 333-141486), and S-8 (No. 2-96127, No. 33-24068, No. 33-41434, No. 33-53733, No. 33-55449, No. 33-45970, No. 33-14458, No. 33-50149, No. 33-55456, No. 333-15509, No. 333-76939, No. 333-67008, No. 333-64154, No. 333-59668, No. 333-89318, No. 333-98619, No. 333-98623, No. 333-125005 and No. 333-133814) of Wyeth of our report dated February 28, 2008 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Stockholders, which is incorporated in this Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

    Florham Park, New Jersey

    February 28, 2008

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF DISCLOSURE

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Essner, certify that:

1. I have reviewed this Annual Report on Form 10-K of Wyeth (“the registrant”);

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

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

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

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

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

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

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

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

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

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

Date: February 29, 2008

By	/s/ Robert Essner
	Robert Essner Chairman of the Board

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF DISCLOSURE

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bernard Poussot, certify that:

1. I have reviewed this Annual Report on Form 10-K of Wyeth (“the registrant”);

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

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

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

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

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

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

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

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

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

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

Date: February 29, 2008

By	/s/ Bernard Poussot
	Bernard Poussot President and Chief Executive Officer

EX-31.3

EXHIBIT 31.3

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 Annual Report on Form 10-K of Wyeth (“the registrant”);

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

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

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

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

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

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

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

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

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

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

Date: February 29, 2008

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 Annual Report of Wyeth (the “Company”) on Form 10-K for the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission on February 29, 2008 (the “Report”), I, Robert Essner, Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: February 29, 2008

By	/s/ Robert Essner
	Robert Essner Chairman of the Board

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Wyeth (the “Company”) on Form 10-K for the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission on February 29, 2008 (the “Report”), I, Bernard Poussot, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: February 29, 2008

By	/s/ Bernard Poussot
	Bernard Poussot President and Chief Executive Officer

EX-32.3

EXHIBIT 32.3

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Wyeth (the “Company”) on Form 10-K for the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission on February 29, 2008 (the “Report”), I, Gregory Norden, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: February 29, 2008

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