10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2008

or

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

For the transition period from                                     to                                  

Commission file number: 1-1225

Wyeth

(Exact name of registrant as specified in its charter)

Delaware	13-2526821
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Five Giralda Farms, Madison, NJ	07940
(Address of principal executive offices)	(Zip Code)

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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 Exchange Act).    Yes  ¨    No  x

The number of shares of Wyeth’s Common Stock outstanding as of the close of business on July 31, 2008:

Class	Number of Shares Outstanding
Common Stock, $0.33- 1/3 par value	1,333,431,759

WYETH

INDEX

			Page No.
Part I -  Financial Information (Unaudited)			2
	Item 1.	Consolidated Condensed Financial Statements:
		Consolidated Condensed Balance Sheets – June 30, 2008 and December 31, 2007	3
		Consolidated Condensed Statements of Operations – Three and Six Months Ended June 30, 2008 and 2007	4
		Consolidated Condensed Statements of Changes in Stockholders’ Equity – Six Months Ended June  30, 2008 and 2007	5
		Consolidated Condensed Statements of Cash Flows – Six Months Ended June 30, 2008 and 2007	6
		Notes to Consolidated Condensed Financial Statements	7-22
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23-49
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	50
	Item 4.	Controls and Procedures	51
Part II - Other Information			52
	Item 1.	Legal Proceedings	52
	Item 1A.	Risk Factors	52
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
	Item 4.	Submission of Matters to a Vote of Security Holders	54-55
	Item 5.	Other Information	56
	Item 6.	Exhibits	57-58
Signature			59
Exhibit Index			EX-1

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

1

Part I – Financial Information

WYETH

The consolidated condensed financial statements included herein have been prepared by Wyeth (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations; however, the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, the consolidated condensed financial statements reflect all adjustments, including those that are normal and recurring, considered necessary to present fairly the financial position of the Company as of June 30, 2008 and December 31, 2007, the results of its operations for the three and six months ended June 30, 2008 and 2007, and changes in stockholders’ equity and cash flows for the six months ended June 30, 2008 and 2007. It is suggested that these consolidated condensed financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations be read in conjunction with the Company’s consolidated financial statements and the notes thereto included in the Company’s 2007 Financial Report as incorporated in the Company’s 2007 Annual Report on Form 10-K and information contained in Current Reports on Form 8-K and Quarterly Reports on Form 10-Q filed since the filing of the 2007 Annual Report on Form 10-K.

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

2

WYETH

CONSOLIDATED CONDENSED BALANCE SHEETS

(In Thousands Except Per Share Amounts)

(Unaudited)

	June 30, 2008	December 31, 2007
ASSETS
Cash and cash equivalents	$10,382,630	$10,453,879
Marketable securities	3,190,796	2,993,839
Accounts receivable less allowances	4,230,836	3,528,009
Inventories:
Finished goods	1,055,182	989,357
Work in progress	1,712,824	1,584,547
Materials and supplies	418,380	461,454
	3,186,386	3,035,358
Other current assets including deferred taxes	2,146,556	2,972,513
Total Current Assets	23,137,204	22,983,598
Property, plant and equipment	17,100,965	16,221,181
Less accumulated depreciation	5,573,118	5,149,023
	11,527,847	11,072,158
Goodwill	4,162,297	4,135,002
Other intangibles, net of accumulated amortization
(June 30, 2008-$346,896 and December 31, 2007-$298,383)	367,146	383,558
Other assets including deferred taxes	3,996,061	4,142,966
Total Assets	$43,190,555	$42,717,282
LIABILITIES
Loans payable	$13,894	$311,586
Trade accounts payable	1,080,605	1,268,600
Dividends payable	373,315	—
Accrued expenses	4,159,133	5,333,528
Accrued taxes	390,717	410,565
Total Current Liabilities	6,017,664	7,324,279
Long-term debt	11,456,262	11,492,881
Pension liabilities	517,013	501,840
Accrued postretirement benefit obligations other than pensions	1,737,973	1,676,126
Other noncurrent liabilities	3,699,958	3,511,621
Total Liabilities	23,428,870	24,506,747
Contingencies and commitments (Note 8)
STOCKHOLDERS’ EQUITY
$2.00 convertible preferred stock, par value $2.50 per share	23	23
Common stock, par value $0.33-1/3 per share	444,405	445,929
Additional paid-in capital	7,335,166	7,125,544
Retained earnings	11,259,612	10,417,606
Accumulated other comprehensive income	722,479	221,433
Total Stockholders’ Equity	19,761,685	18,210,535
Total Liabilities and Stockholders’ Equity	$43,190,555	$42,717,282

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

3

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Amounts)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Net revenue	$5,945,358		$5,648,050		$11,656,007		$11,016,736
Cost of goods sold	1,683,937		1,530,177		3,245,950		3,004,688
Selling, general and administrative expenses	1,832,500		1,688,012		3,554,713		3,200,551
Research and development expenses	836,067		825,123		1,675,444		1,575,855
Interest (income) expense, net	18,685		(19,018	)	(8,771	)	(33,818	)
Other income, net	(44,677	)	(90,696	)	(188,162	)	(190,332	)
Income before income taxes	1,618,846		1,714,452		3,376,833		3,459,792
Provision for income taxes	496,752		515,931		1,057,792		1,007,167
Net income	$1,122,094		$1,198,521		$2,319,041		$2,452,625
Basic earnings per share	$0.84		$0.89		$1.74		$1.82
Diluted earnings per share	$0.83		$0.87		$1.72		$1.79
Dividends paid per share of common stock	$0.28		$0.26		$0.56		$0.52
Dividends declared per share of common stock	$0.56		$0.52		$0.84		$0.78

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

4

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(In Thousands Except Per Share Amounts)

(Unaudited)

Six Months Ended June 30, 2008:

	$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, 2008	$23		$445,929		$7,125,544		$10,417,606		$221,433		$18,210,535
Net income							2,319,041				2,319,041
Currency translation adjustments									550,512		550,512
Unrealized losses on derivative contracts, net									(25,632	)	(25,632	)
Unrealized losses on marketable securities, net									(26,999	)	(26,999	)
Pension and postretirement benefit adjustments									3,165		3,165
Comprehensive income, net of tax											2,820,087
Cash dividends declared(1)							(1,120,941	)			(1,120,941	)
Common stock acquired for treasury			(3,158	)	(33,649	)	(356,094	)			(392,901	)
Common stock issued for stock options			587		71,445						72,032
Stock-based compensation expense					176,100						176,100
Issuance of restricted stock awards			1,043		(1,175	)					(132	)
Tax benefit (reduction) from exercises / cancellations of stock options					(3,096	)					(3,096	)
Other exchanges			4		(3	)					1
Balance at June 30, 2008	$23		$444,405		$7,335,166		$11,259,612		$722,479		$19,761,685
Six Months Ended June 30, 2007:
	$2.00 Convertible Preferred Stock		Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity
Balance at January 1, 2007	$28		$448,417		$6,142,277		$8,734,699		$(672,666)		$14,652,755
Net income							2,452,625				2,452,625
Currency translation adjustments									259,363		259,363
Unrealized gains on derivative contracts, net									4,241		4,241
Unrealized losses on marketable securities, net									(2,250	)	(2,250	)
Pension and postretirement benefit adjustments									40,884		40,884
Comprehensive income, net of tax											2,754,863
Adoption of FIN 48							(295,370	)			(295,370	)
Cash dividends declared(2)							(1,049,917	)			(1,049,917	)
Common stock acquired for treasury			(5,022	)	(52,649	)	(720,661	)			(778,332	)
Common stock issued for stock options			5,207		640,485						645,692
Stock-based compensation expense					210,441						210,441
Issuance of restricted stock awards			674		1,697						2,371
Tax benefit from exercises of stock options					71,166						71,166
Other exchanges	(2	)	4		(6	)					(4	)
Balance at June 30, 2007	$26		$449,280		$7,013,411		$9,121,376		$(370,428)		$16,213,665

(1) Included in cash dividends declared were the following dividends payable at June 30, 2008:

-Common stock cash dividend of $0.28 per share ($373,310 in the aggregate) declared on June 26, 2008 and payable on September 2, 2008; and

-Preferred stock cash dividends of $0.50 per share ($5 in the aggregate) declared on June 26, 2008 and payable on October 1, 2008.

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

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

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

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

5

WYETH

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Six Months Ended June 30,
	2008		2007
Operating Activities
Net income	$2,319,041		$2,452,625
Adjustments to reconcile net income to net cash provided by operating activities:
Net gains on sales and dispositions of assets	(136,959	)	(56,601	)
Depreciation and amortization	483,441		434,676
Stock-based compensation	176,100		210,441
Change in deferred income taxes	284,849		106,948
Diet drug litigation payments	(888,659	)	(357,914	)
Changes in working capital, net	(677,598	)	(466,948	)
Other items, net	311,441		67,483
Net cash provided by operating activities	1,871,656		2,390,710
Investing Activities
Purchases of intangibles, property, plant and equipment	(574,116	)	(489,475	)
Proceeds from sales of assets	146,679		67,625
Purchase of additional equity interest in joint venture	—		(221,655	)
Proceeds from sales and maturities of marketable securities	856,892		826,369
Purchases of marketable securities	(1,032,122	)	(2,056,147	)
Net cash used for investing activities	(602,667	)	(1,873,283	)
Financing Activities
Repayments of debt	(300,000	)	—
Proceeds from issuance of long-term debt	—		2,500,000
Other borrowing transactions, net	4,036		(2,205	)
Dividends paid	(747,626	)	(699,468	)
Purchases of common stock for treasury	(392,901	)	(778,332	)
Exercises of stock options	72,849		674,061
Net cash provided by (used for) financing activities	(1,363,642	)	1,694,056
Effect of exchange rate changes on cash and cash equivalents	23,404		20,457
Increase (decrease) in cash and cash equivalents	(71,249	)	2,231,940
Cash and cash equivalents, beginning of period	10,453,879		6,778,311
Cash and cash equivalents, end of period	$10,382,630		$9,010,251

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

6

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Summary of Significant Accounting Policies

Recently Issued Accounting Standards:

In December 2007, the Financial Accounting Standards Board (FASB) ratified Emerging Issues Task Force (EITF) 07-01, “Accounting for Collaborative Arrangements” (EITF 07-01). EITF 07-01 provides guidance for determining if a collaborative arrangement exists and establishes procedures for reporting revenues and costs generated from transactions with third parties, as well as between the parties within the collaborative arrangement, and provides guidance for financial statement disclosures of collaborative arrangements. EITF 07-01 is effective for fiscal years beginning after December 15, 2008 and is required to be applied retrospectively to all prior periods where collaborative arrangements existed as of the effective date. The Company currently is assessing the impact of EITF 07-01 on its consolidated financial position and results of operations.

In April 2008, the FASB issued FASB Staff Position (FSP) 142-3, “Determination of the Useful Life of Intangible Assets” (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” FSP 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008, as well as interim periods within those fiscal years. The Company currently is assessing the impact of FSP 142-3 on its consolidated financial position and results of operations.

In May 2008, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (SFAS No. 162). SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS No. 162 is effective 60 days following the U.S. Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board amendments to AU Section 11, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” The Company will adopt SFAS No. 162 when effective.

In May 2008, the FASB issued FSP APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled In Cash upon Conversion (Including Partial Cash Settlement)” (FSP APB 14-1). FSP APB 14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB 14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years. The Company currently is assessing the impact of FSP APB 14-1 on its consolidated financial position and results of operations.

7

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 2. Earnings per Share

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

	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands except per share amounts)	2008	2007	2008	2007
Numerator:
Net income less preferred dividends	$1,122,085	$1,198,510	$2,319,027	$2,452,609
Denominator:
Weighted average common shares outstanding	1,332,682	1,345,769	1,333,945	1,344,335
Basic earnings per share	$0.84	$0.89	$1.74	$1.82
Numerator:
Net income	$1,122,094	$1,198,521	$2,319,041	$2,452,625
Interest expense on contingently convertible debt	6,765	7,907	13,836	15,779
Net income, as adjusted	$1,128,859	$1,206,428	$2,332,877	$2,468,404
Denominator:
Weighted average common shares outstanding	1,332,682	1,345,769	1,333,945	1,344,335
Common stock equivalents of outstanding stock options, deferred contingent common stock awards, performance share awards, restricted stock awards and convertible preferred stock(1)	9,838	19,435	8,982	17,468
Common stock equivalents of assumed conversion of contingently convertible debt	16,976	16,890	16,976	16,890
Total shares(1)	1,359,496	1,382,094	1,359,903	1,378,693
Diluted earnings per share(1)	$0.83	$0.87	$1.72	$1.79
(1)    At June 30, 2008 and 2007, approximately 98,401 and 74,002 common shares, respectively, related to options outstanding under the Company’s Stock Incentive Plans, were excluded from the computation of diluted earnings per share, as the effect would have been antidilutive.

8

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 3. Pensions and Other Postretirement Benefits

Net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans for the three and six months ended June 30, 2008 and 2007 were as follows:

	Pensions
(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Components of Net Periodic Benefit Cost	2008		2007		2008		2007
Service cost	$54,412		$52,785		$108,739		$105,559
Interest cost	86,820		79,382		173,549		158,538
Expected return on plan assets	(105,265	)	(97,716	)	(210,505	)	(195,168	)
Prior service cost	995		3,264		1,973		6,503
Transition obligation	123		117		241		235
Recognized net actuarial loss	16,597		25,693		33,191		51,285
Termination benefits	13,562		—		13,562		—
Curtailment gain	—		(81	)	—		(81	)
Net periodic benefit cost	$67,244		$63,444		$120,750		$126,871
	Other Postretirement Benefits
(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Components of Net Periodic Benefit Cost	2008		2007		2008		2007
Service cost	$13,923		$13,277		$27,980		$26,527
Interest cost	28,306		26,521		56,525		52,985
Prior service cost (credit)	(12,545	)	(9,749	)	(22,684	)	(19,498	)
Recognized net actuarial loss	13,101		11,890		23,755		23,750
Net periodic benefit cost	$42,785		$41,939		$85,576		$83,764

During the six months ended June 30, 2008, contributions of $82.7 million were made to the Company’s defined benefit pension plans, and payments of $45.7 million were made for other postretirement benefits. For the 2008 full year, the Company expects to contribute approximately $220.0 million to its defined benefit pension plans and make payments of approximately $100.0 million for its other postretirement benefits.

Note 4. Fair Value Measurements

Effective January 1, 2008, the Company adopted 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. In February 2008, FASB issued FSP 157-2, “Partial Deferral of the Effective Date of Statement 157”, which deferred the effective date of SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities to fiscal years beginning after November 15, 2008.

9

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Company uses the following methods for determining fair value in accordance with SFAS No. 157. For assets and liabilities that are measured using quoted prices in active markets for the identical asset or liability, the total fair value is the published market price per unit multiplied by the number of units held without consideration of transaction costs (Level 1). Assets and liabilities that are measured using significant other observable inputs are valued by reference to similar assets or liabilities, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities (Level 2). For all remaining assets and liabilities for which there are no significant observable inputs, fair value is derived using an assessment of various discount rates, default risk, credit quality and the overall capital market liquidity (Level 3).

The following table summarizes the basis used to measure certain assets and liabilities at fair value on a recurring basis in the balance sheet:

		Fair Value Measurements at June 30, 2008 Using
(In thousands) Description	Balance at June 30, 2008	Quoted Prices in Active Markets for Identical Items (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities available-for-sale	$3,190,796	$28,242	$3,102,439	$60,115
Option and forward contracts	13,639	—	13,639	—
Interest rate swaps	152,760	—	152,760	—
Total assets	$3,357,195	$28,242	$3,268,838	$60,115
Liabilities:
Option and forward contracts	$52,534	—	$52,534	—
Other	6,798	—	6,798	—
Total liabilities	$59,332	—	$59,332	—

10

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the changes in fair value for assets that have no significant observable inputs (Level 3). These investments are primarily AAA rated international mortgage-backed securities:

	Level 3 Marketable Securities Available-for-Sale
(In thousands)	Three Months Ended June 30, 2008		Six Months Ended June 30, 2008
Balance at beginning of period	$103,262		$119,747
Total gains (losses) (realized/unrealized):
Included in Other income, net	(898	)	(2,795	)
Included in other comprehensive income	(816	)	(1,734	)
Net purchases, sales, issuances and settlements	(25,138	)	(26,866	)
Net transfers out	(16,295	)	(28,237	)
Balance at end of period	$60,115		$60,115

Note 5. Productivity Initiatives

In 2008, the Company continued its productivity initiatives by launching Project Impact, a company-wide program designed to initially address short-term fiscal challenges, particularly the significant loss of sales and profits resulting from the launch of generic versions of PROTONIX. Longer-term, Project Impact will include strategic actions designed to fundamentally change how the Company conducts business across the entire Company and to adapt to the continuously changing environment.

The Company recorded the following charges related to productivity initiatives for the three and six months ended June 30, 2008 and 2007:

	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands except per share amounts)	2008	2007	2008		2007
Cost of goods sold	$47,641	$42,123	$113,569		$71,179
Selling, general and administrative expenses	101,551	7,533	202,125		21,011
Research and development expenses	6,008	144	25,121		210
Total productivity initiatives charges(1)	155,200	49,800	340,815		92,400
Other income, net(2)	—	—	(104,655	)	—
Net productivity initiatives charges	$155,200	$49,800	$236,160		$92,400
Net productivity initiatives charges, after-tax	$110,480	$37,000	$180,090		$66,500
Decrease in diluted earnings per share	$0.08	$0.03	$0.13		$0.05

(1) 2008 charges were primarily severance and other employee-related costs associated with an approximate 6 percent reduction in workforce. 2007 charges were primarily related to manufacturing site network consolidation initiatives.

(2) Other income, net represents the net gain on the sale of a manufacturing facility in Japan in the 2008 first quarter.

11

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The net productivity initiatives charges were incurred for:

	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2008	2007	2008		2007
Personnel costs	$104,287	$16,300	$257,309		$27,395
Accelerated depreciation	10,984	20,866	21,402		41,852
Other closure/exit costs	39,929	12,634	62,104		23,153
Total productivity initiatives charges	155,200	49,800	340,815		92,400
Gain on asset sale	—	—	(104,655	)	—
Net productivity initiatives charges	$155,200	$49,800	$236,160		$92,400

Net productivity initiatives charges are recorded in the Corporate segment. The following table sets forth net productivity initiatives charges as they relate to the Company’s reportable segments:

(In thousands)	Three Months Ended June 30,		Six Months Ended June 30,
Segment	2008	2007	2008		2007
Pharmaceuticals	$142,263	$47,093	$301,084		$84,362
Consumer Healthcare	4,427	1,667	25,636		5,958
Animal Health	2,624	1,040	3,664		2,080
Corporate	5,886	—	10,431		—
Total productivity initiatives charges	155,200	49,800	340,815		92,400
Gain on asset sale - Pharmaceuticals	—	—	(104,655	)	—
Net productivity initiatives charges	$155,200	$49,800	$236,160		$92,400

The following table summarizes the net productivity initiatives charges, payments made and the reserve balance at June 30, 2008:

(In thousands) Productivity Initiatives	Reserve at December 31, 2007	Total Net Charges Six Months		Net Payments/ Non-cash Charges		Reserve at June 30, 2008
Personnel costs	$154,564	$257,309		$(78,603	)	$333,270
Accelerated depreciation	—	21,402		(21,402	)	—
Other closure/exit costs	116,030	62,104		(174,973	)	$3,161
Gain on asset sale	—	(104,655	)	104,655		—
Total	$270,594	$236,160		$(170,323	)	$336,431

At June 30, 2008, the reserve balance for personnel costs related primarily to committed employee severance obligations and other employee-related costs associated with the Company’s productivity initiatives. These amounts are expected to be paid over the next 36 months. It is expected that additional costs will be incurred under the Company’s productivity initiatives over the next several years.

12

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 6. Stock-Based Compensation

The following table summarizes the components and classification of stock-based compensation expense for the three and six months ended June 30, 2008 and 2007:

	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2008	2007	2008	2007
Stock options	$49,934	$70,464	$80,944	$118,037
Restricted stock unit awards	32,978	42,916	54,666	62,071
Performance share unit awards	31,227	20,601	40,490	30,333
Total stock-based compensation expense	$114,139	$133,981	$176,100	$210,441
Cost of goods sold	$11,473	$13,966	$18,267	$21,223
Selling, general and administrative expenses	68,575	80,418	105,473	127,015
Research and development expenses	34,091	39,597	52,360	62,203
Total stock-based compensation expense	114,139	133,981	176,100	210,441
Tax benefit	39,342	42,467	60,795	67,564
Net stock-based compensation expense	$74,797	$91,514	$115,305	$142,877

In April 2008, the Company granted 11,894,616 stock options as part of the Company’s recurring annual grant program. All options granted had an exercise price equal to the market value of the underlying common stock on the date of grant. The fair value of issued stock options is estimated on the date of grant utilizing a Black-Scholes option-pricing model that incorporates the assumptions noted below:

Expected volatility of stock price	28.6%
Expected dividend yield	3.1%
Risk-free interest rate	3.3%
Expected life of options	6 years
Fair value of stock options granted	$10.26

13

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 7. Income Taxes

Except for the California Franchise Tax Board, where the Company has filed protests for the 1996-2003 tax years, taxing authorities generally are reviewing the Company’s tax returns for post-2001 tax years, including the Internal Revenue Service (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.

Note 8. Contingencies and Commitments

The Company is involved in various legal proceedings, including product liability, patent, commercial, environmental and antitrust matters, of a nature considered normal to its business, the most important of which are described below and/or have been described in the Company’s 2007 Financial Report as incorporated in its 2007 Annual Report on Form 10-K (referred to as the Company’s 2007 Financial Report) and its Quarterly Reports on Form 10-Q filed since the filing of the 2007 Annual Report on Form 10-K. It is the Company’s policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and an amount is reasonably estimable. Additionally, the Company records insurance receivable amounts from third-party insurers when recovery is probable.

Like many 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. Patent litigation, if resolved unfavorably, can injure the Company’s business by subjecting the Company’s products to earlier than expected generic competition and also can give rise to payment of significant damages or restrictions on the Company’s future ability to operate its business.

The Company intends to vigorously defend itself and its products in the litigation described below and in its prior filings and believes its legal positions are strong. However, from time to time, the Company may settle or decide no longer to pursue particular litigation as it deems advisable. In light of the circumstances discussed above, it is not possible to determine the ultimate outcome of the Company’s legal proceedings, and, therefore, it is possible that the ultimate outcome of these proceedings could be material to the Company’s results of operations, cash flows and financial position.

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

Product Liability Litigation

Diet Drug Litigation

The litigation against the Company alleging that the Company’s former weight loss products, REDUX and/or PONDIMIN, caused certain serious conditions, including valvular heart disease and primary pulmonary hypertension, is described in detail in the Company’s 2007 Financial Report. Total diet drug litigation payments were $834.7 million and $888.7 million for the 2008 second quarter and first half, respectively, of

14

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

which $802.4 million and $821.7 million for the 2008 second quarter and first half, respectively, were made in connection with the nationwide settlement (including a $798.0 million payment under the Seventh Amendment). Payments under the nationwide settlement may continue, if necessary, until 2018. The Company has taken charges in connection with the REDUX and PONDIMIN diet drug matters, which to date total $21,100.0 million. The $1,369.6 million reserve balance at June 30, 2008 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, claims asserted by opt outs from the nationwide settlement and primary pulmonary hypertension claims, and including the Company’s legal fees related to the diet drug litigation. It is possible that additional reserves may be required in the future, although the Company does not believe that the amount of any such additional reserves is likely to be material.

Hormone Therapy Litigation

The litigation against the Company alleging injury as a result of the plaintiffs’ use of one or more of the Company’s hormone or estrogen therapy products, including PREMARIN and PREMPRO, is described in the Company’s 2007 Financial Report and Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (2008 First Quarter 10-Q). As of July 28, 2008, the Company was defending approximately 8,500 actions brought on behalf of approximately 11,500 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 PREMARIN or PREMPRO. The increase in the number of cases and plaintiffs since the Company’s last Quarterly Report on Form 10-Q appears to be related to the sixth anniversary of the July 9, 2002 release of data from the Women’s Health Initiative. The substantial majority of the new cases were filed prior to July 9, 2008 in state or federal court in Minnesota (by plaintiffs resident throughout the United States) in an apparent attempt to take advantage of Minnesota’s six-year statute of limitations for tort actions. The Company is contesting the applicability of the Minnesota statute to out-of-state residents.

As described in the Company’s 2007 Financial Report and 2008 First Quarter 10-Q, 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. On March 6, 2008, that jury awarded $19.36 million in punitive damages against the Company and $7.76 million in punitive damages against Upjohn. On April 9, 2008, the Company filed motions for judgment notwithstanding the verdict or for a new trial. With respect to the compensatory damage award, those motions were denied in an order dated April 10, 2008. On July 8, 2008, the court granted motions by the Company and Upjohn for judgment as a matter of law on the issue of punitive damages and vacated the punitive

15

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

damage awards. The Company has filed a notice of appeal from the compensatory verdict to the United States Court of Appeals for the Eighth Circuit, and the plaintiff has appealed from the punitive damages ruling.

On July 11, 2008, the New Jersey Superior Court, Middlesex County, granted the Company’s motions for summary judgment in Bailey, et al. v. Wyeth, Inc., et al., No. MID-L-0999-06, and DeBoard v. Wyeth, Inc., et al., No. MID-L-1147-06, dismissing all claims in both cases. The cases had been scheduled for trial in September and October 2008, respectively. The court found that all of plaintiffs’ claims were governed by New Jersey’s Product Liability Act (PLA), that the U.S. Food and Drug Administration (FDA)-approved warnings for PREMARIN and PREMPRO were presumed under the PLA to be adequate as a matter of law and that plaintiffs had failed to present evidence that met the two exceptions to that presumption of adequacy.

Of the 30 hormone therapy cases alleging breast cancer that have been resolved after being set for trial, 24 now have been resolved in the Company’s favor (by voluntary dismissal by the plaintiffs (14), summary judgment (6), defense verdict (3) or judgment for the Company notwithstanding the verdict (1)), several of which are being appealed by the plaintiffs. Of the remaining six cases, three 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); and two (Rowatt and Scroggin) resulted in plaintiffs’ verdicts that the Company is challenging on appeal. Additional cases have been voluntarily dismissed by plaintiffs before a trial setting. There are no trials of additional hormone therapy cases scheduled for the remainder of 2008; additional trials are scheduled for 2009. Individual trial results depend on a variety of factors, including many that are unique to the particular case, and the Company’s trial results to date, therefore, may not be predictive of future trial results.

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. As of June 30, 2008, the Company has recorded approximately $170.0 million in insurance receivables relating to defense and settlement costs of its hormone therapy litigation. The insurance carriers that provide coverage that the Company contends is applicable have generally reserved their rights with respect to such coverage. The Company continues to provide information to those carriers and to discuss coverage issues. However, two such carriers have denied coverage for the hormone therapy litigation. The Company believes that those denials are improper and intends to enforce its rights under the terms of those policies.

Patent Litigation

PROTONIX Litigation

In the litigation in the United States District Court for the District of New Jersey filed by the Company and its licensing partner, Nycomed GmbH (Nycomed), against Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries, Ltd. (collectively, Teva),

16

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Sun Pharmaceutical Advanced Research Centre Ltd. and Sun Pharmaceutical Industries Ltd. (collectively, Sun), and KUDCO Ireland, Ltd. (KUDCo), each of which has filed an Abbreviated New Drug Application (ANDA) seeking FDA approval to market generic pantoprazole sodium 20 mg and 40 mg delayed release tablets (which is discussed in the Company’s 2007 Financial Report and 2008 First Quarter 10-Q), the Company and Nycomed now expect that trial in this matter will occur no earlier than the fourth quarter of 2009.

In April 2008, Sandoz Inc. (Sandoz) notified the Company and Nycomed that it had filed an ANDA seeking FDA approval to market generic pantoprazole sodium 40 mg base/vial I.V. On May 16, 2008, the Company and Nycomed filed a patent infringement lawsuit against Sandoz in the United States District Court for the Northern District of Illinois alleging that Sandoz’s ANDA submission constitutes infringement of the Orange Book listed patent, U.S. Patent No. 6,780,881, which protects the PROTONIX I.V. formulation and expires in November 2021. This suit does not involve the pantoprazole compound patent, U.S. Patent No. 4,758,579, that is the subject of the previously filed lawsuits against Teva, Sun and KUDCo pending in the United States District Court for the District of New Jersey described above.

In April 2008, Teva Parenteral Medicines, Inc. (TPMI) notified the Company and Nycomed that it had filed an application with the FDA pursuant to 21 U.S.C. 355(b)(2), also known as a 505(b)(2) application, seeking FDA approval to market generic pantoprazole sodium 40 mg base/vial I.V. On June 11, 2008, the Company and Nycomed filed a patent infringement lawsuit against Teva and TPMI in the United States District Court for the District of New Jersey alleging that TPMI’s 505(b)(2) submission constitutes infringement of the Orange Book listed patent, U.S. Patent No. 4,758,579, which protects the pantoprazole compound and expires in July 2010. This suit involves the same patent at issue in the previously filed lawsuits against Teva, Sun and KUDCo that also are pending in the United States District Court for the District of New Jersey described above.

EFFEXOR Litigation

On July 16, 2008, pursuant to a settlement agreement between the parties, the United States District Court for the District of Delaware entered a consent judgment and dismissed the suit filed by the Company on April 5, 2006 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 at issue in the previously settled Teva litigation (described in the Company’s 2007 Financial Report). Under the agreement, the Company has granted Impax a license that would permit Impax to launch its generic capsule formulation of EFFEXOR XR on or after June 1, 2011, subject to earlier launch in limited circumstances, but in no event earlier than January 1, 2011. Impax will pay the Company a specified percentage of profit from sales of this generic product. The parties also have agreed that Impax will utilize its neurology-focused sales force to co-promote a product to be named by the Company.

17

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

In the litigation in the United States District Court for the Central District of California filed by the Company against Anchen Pharmaceuticals, Inc. (Anchen) and related parties, alleging that the filing by Anchen 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 (described in the Company’s 2007 Financial Report), the Court, at the request of the parties, has continued the September 2008 trial date for at least 90 days.

On June 26, 2008, the Company filed suit in the United States District Court for the District of Delaware against Biovail Corporation, Biovail Laboratories International SRL and Biovail Technologies, Ltd. (collectively, Biovail) alleging that Biovail’s filing 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 at issue in the previously settled Teva litigation (described in the Company’s 2007 Financial Report). The filing of that suit triggered a 30-month stay of FDA approval that expires on or about November 15, 2010 unless there is an earlier court decision holding the patents at issue invalid or not infringed.

REFACTO Litigation

On May 16, 2008, a subsidiary of the Company filed suit in the United States District Court for the District of Delaware against Novartis Vaccines and Diagnostics, Inc. (Novartis) seeking a declaration that the Company’s U.S. Patent No. 4,868,112 and Novartis’ U.S. Patent Nos. 6,060,447 and 6,228,620 claim the same or substantially the same inventions and that the Company was the first to invent this subject matter. The suit also seeks a declaration that the Novartis patents are invalid as a result of the Company’s priority of invention. Novartis’ patents are the subject of a separate lawsuit filed by Novartis against the Company and a subsidiary of the Company, which is discussed in the Company’s 2007 Financial Report.

LYBREL Litigation

In a letter dated April 16, 2008, Sandoz notified the Company that it had filed an ANDA containing a Paragraph IV certification seeking FDA approval to market a generic version of LYBREL (levonorgestrel and ethinyl estradiol tablets, 0.09 mg/0.02 mg) prior to the expiration of the Orange Book listed patent, U.S. Patent No. 6,500,814, which is a method of use patent that covers LYBREL and expires in September 2018. On May 28, 2008, the Company filed a patent infringement lawsuit against Sandoz in the United States District Court for the District of Delaware alleging that Sandoz’s filing infringes this patent.

18

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Commercial Litigation

Average Wholesale Price Litigation

In the litigation in which plaintiffs allege that the Company and other defendant pharmaceutical companies artificially inflated the Average Wholesale Price (AWP) of their drugs described in the Company’s 2007 Financial Report and 2008 First Quarter 10-Q, an additional state case has been filed naming the Company as a defendant along with other pharmaceutical manufacturers. State of Utah v. Apotex Corporation, et al., No. 080907678, 3d Jud. Dist. Ct., Salt Lake Cty., UT, 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.

Grand Jury Investigation

The Company has been served with additional subpoenas for documents and grand jury testimony from the United States Attorney’s Office, District of Massachusetts. The subpoenas seek information and testimony relating to the Company’s promotional practices with respect to PROTONIX, as well as the Company’s pricing of PROTONIX oral tablets and I.V. products. The Company is producing documents responsive to the subpoenas on a rolling basis and continues to cooperate with the investigation. A number of additional current and former employees of the Company also have testified before the grand jury during 2008.

Antitrust Matters

K-Dur 20. As described in the Company’s 2007 Financial Report, numerous antitrust lawsuits have been brought against the Company in federal and state courts throughout the United States based on 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. In April 2008, the cases that were pending in federal court which had been consolidated or were being coordinated as part of a multi-district federal litigation being conducted in the United States District Court for the District of New Jersey, In re K-Dur Antitrust Litigation, MDL 1419, U.S.D.C., D.N.J., were dismissed. The Company is aware of approximately 21 remaining private antitrust lawsuits that have been filed against the Company by plaintiffs who claim to be indirect purchasers or end payors of K-Dur 20. These lawsuits currently are pending in various state courts in the United States.

Regulatory Proceedings

Other

On June 9, 2008, the Court dismissed without prejudice the case of United States ex rel. Sokol and Livingston v. Wyeth Pharmaceuticals, Inc., No. 1:06CV1304 (U.S.D.C., E.D. Va.), which is a qui tam action (described in the Company’s 2007 Financial Report) alleging violations of the U.S. False Claims Act that was filed in November 2006 by

19

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

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.

Environmental Matters

MPA Matter

In connection with the alleged violations by Wyeth Medica Ireland (WMI) of the Irish Waste Management Act and WMI’s Integrated Pollution Prevention and Control license, described in the Company’s 2007 Financial Report, the Irish High Court in Dublin has denied WMI’s challenge to the right of the Director of Public Prosecutions and the Irish Environmental Protection Agency to prosecute this matter. WMI has appealed the High Court’s decision to the Supreme Court of Ireland and the prosecution in the local Circuit Court will remain suspended pending resolution of the Supreme Court appeal.

Note 9. Company Data by Segment

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

20

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following tables set forth Net revenue for the Company’s principal products and reportable segments, as well as Income (loss) before income taxes for the Company’s reportable segments for the three and six months ended June 30, 2008 compared with the same periods in the prior year:

	Net Revenue
	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2008	2007	2008	2007
Pharmaceuticals:
EFFEXOR	$1,022,221	$977,072	$2,043,607	$1,868,097
PREVNAR	690,654	632,813	1,396,457	1,249,375
ENBREL
Outside U.S. and Canada	692,482	507,868	1,298,040	953,073
Alliance revenue - U.S. and Canada	283,677	267,330	609,991	495,079
Nutrition	430,086	357,839	841,291	704,542
ZOSYN/TAZOCIN	319,272	280,050	661,228	561,116
PREMARIN family	270,843	266,991	546,984	508,139
PROTONIX family(1)	228,026	550,285	387,190	1,024,383
Other	1,029,931	906,087	1,941,197	1,863,939
Total Pharmaceuticals	4,967,192	4,746,335	9,725,985	9,227,743
Consumer Healthcare	664,892	623,205	1,340,100	1,234,592
Animal Health	313,274	278,510	589,922	554,401
Total net revenues	$5,945,358	$5,648,050	$11,656,007	$11,016,736

(1) PROTONIX family net revenue for the 2008 second quarter and first half reflects revenue from both the branded product, $104,750 and $188,086, respectively, and the Company’s own generic version, $123,276 and $199,104, respectively.

	Income (Loss) before Income Taxes
(In thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Segment	2008		2007		2008		2007
Pharmaceuticals(1)	$1,741,464		$1,636,073		$3,437,193		$3,265,728
Consumer Healthcare(1)	119,823		105,123		241,083		208,097
Animal Health	69,897		68,458		131,267		132,000
Corporate(2)	(312,338	)	(95,202	)	(432,710	)	(146,033	)
Total	$1,618,846		$1,714,452		$3,376,833		$3,459,792

(1) Income (loss) before income taxes for the 2008 second quarter and first half included the receipt of a one-time royalty milestone payment of $60,000 related to the previously divested SYNVISC product line recorded in the Pharmaceuticals segment as well as gains from product divestitures of approximately $10,143 and $33,201, respectively, which pertained primarily to the Pharmaceuticals and Consumer Healthcare segments. Income (loss) before income taxes for the 2007 second quarter and first half included gains from product divestitures of $41,281 and $57,584, respectively, which pertained primarily to the Pharmaceuticals segment.

21

WYETH

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

(2) Corporate loss before taxes included a net charge of $155,200 for the 2008 second quarter and $236,160 for the 2008 first half compared with $49,800 for the 2007 second quarter and $92,400 for the 2007 first half, related to the Company’s productivity initiatives. For discussion of productivity initiatives as they relate to each reportable segment, see Note 5, “Productivity Initiatives.”

22

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

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

The following commentary should be read in conjunction with the consolidated condensed financial statements and notes to consolidated condensed financial statements on pages 7 to 22 of this report. When reviewing the commentary below, you should keep in mind the substantial risks and uncertainties that characterize our business. In particular, we encourage you to review the risks and uncertainties described in “Item 1A. RISK FACTORS” in our 2007 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2008. These risks and uncertainties could cause actual results to differ materially from those projected in forward-looking statements contained in this report or implied by past results and trends. Forward-looking statements are statements that attempt to forecast or anticipate future developments in our business; we encourage you to review the examples of our forward-looking statements under the heading “Cautionary Note Regarding Forward-Looking Statements” on pages 47 to 49 of this report. These statements, like all statements in this report, speak only as of their date (unless another date is indicated), and we undertake no obligation to update or revise these statements in light of future developments.

Overview

Our Business

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

We have three principal operating segments: Wyeth Pharmaceuticals (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare) and Fort Dodge Animal Health (Animal Health), which we manage separately because they develop, manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies. These segments reflect how senior management reviews the business, makes investing and resource allocation decisions, and assesses operating performance. The percentage of worldwide net revenue and revenue generated outside the United States by operating segment for the 2008 first half was as follows:

	Pharmaceuticals	Consumer Healthcare	Animal Health
% of 2008 first half worldwide net revenue	83%	12%	5%
% of 2008 first half segment net revenue generated outside the United States	54%	52%	62%

23

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

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

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

We also strive to innovate commercially and change the way we approach our business in response to the challenging global health care environment. In 2008, we continued our productivity initiatives by launching Project Impact, a company-wide program designed to initially address short-term fiscal challenges, particularly the significant loss of sales and profits resulting from the launch of generic versions of PROTONIX. Longer-term, Project Impact will include strategic actions designed to fundamentally change how we conduct business across the entire Company and to adapt to the continuously changing environment.

In the 2008 first half, we received regulatory approvals for three new products. In February, the U.S. Food and Drug Administration (FDA) approved XYNTHA (Antihemophilic Factor [Recombinant], Plasma/Albumin-Free), a recombinant factor VIII product for patients with hemophilia A for both the control and prevention of bleeding episodes and surgical prophylaxis. Also, in February, the FDA approved PRISTIQ (desvenlafaxine), a structurally novel, once-daily serotonin-norepinephrine reuptake inhibitor, to treat adult patients with major depressive disorder. In April, we and our collaboration partner, Progenics Pharmaceuticals, Inc. (Progenics), received FDA approval for RELISTOR (methylnaltrexone bromide) for subcutaneous injection for the treatment of opioid-induced constipation in advanced-illness patients who are receiving palliative care. We and Progenics also have received approval from the European Commission and Health Canada for RELISTOR subcutaneous injection for the same indication. In May, the FDA granted fast track designation to our investigational 13-valent pneumococcal conjugate vaccine for use in infants and toddlers. In December 2007, we and our collaboration partner, Elan Corporation, plc, initiated a Phase 3 clinical program for our immunotherapeutic product candidate, bapineuzumab (AAB-001), for the treatment of patients with mild to moderate Alzheimer’s disease. Results from the principal Phase 2 study of bapineuzumab were presented at the International Conference on Alzheimer’s Disease on July 29, 2008. We continue to believe these results are encouraging and support the decision to initiate the Phase 3 clinical program.

2008 First Half Financial Highlights

• Worldwide net revenue increased 6% over the 2007 first half to $11,656.0 million;

• Worldwide Pharmaceuticals net revenue increased 5% over the 2007 first half due primarily to higher sales of ENBREL, EFFEXOR, PREVNAR, Nutrition products, ZOSYN and BENEFIX and the favorable impact of foreign exchange. Also contributing to net revenue growth were our new products TYGACIL, TORISEL, and

24

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

PRISTIQ. The increase in Pharmaceuticals net revenue was offset, in part, by lower sales of PROTONIX due to generic competition in the United States;

• Consumer Healthcare net revenue increased 9% over the 2007 first half resulting from higher sales of CENTRUM, ADVIL and CALTRATE and the favorable impact of foreign exchange, which were partially offset by lower sales of ALAVERT and DIMETAPP; and

• Animal Health net revenue increased 6% over the 2007 first half due to higher sales of poultry products and livestock products driven by ZULVAC bluetongue vaccine and the favorable impact of foreign exchange, which were offset by lower sales of equine products.

Our Principal Products

Set forth below is a summary of net revenue performance of our principal products in the 2008 first half:

(Dollars in millions)	2008 First Half Net Revenue	% Increase (Decrease) over 2007 First Half
EFFEXOR	$2,043.6	9%
PREVNAR	1,396.5	12%
ENBREL
Outside U.S. and Canada	1,298.0	36%
Alliance revenue – U.S. and Canada	610.0	23%
Nutrition	841.3	19%
ZOSYN/TAZOCIN	661.2	18%
PREMARIN family	547.0	8%
PROTONIX family	387.2	(62)%

• EFFEXOR (EFFEXOR and EFFEXOR XR) 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. In the United States, demand for EFFEXOR XR prescriptions declined slightly in the 2008 first half as we shifted promotional support to the launch of PRISTIQ, our new product for the treatment of adult patients with major depressive disorder. See “Our Challenging Business Environment” beginning on page 31 for a discussion of generic competition for EFFEXOR and EFFEXOR XR.

• PREVNAR is our vaccine for preventing invasive pneumococcal disease in infants and children. PREVNAR is one of the world’s best selling vaccines and now is available in 88 countries worldwide and is included in 24 national immunization programs (NIPs), with several additional countries announcing their intention to initiate NIPs.

• ENBREL is our treatment for rheumatoid arthritis, psoriasis and other conditions. We have exclusive rights to ENBREL outside the United States and Canada. We co-promote ENBREL with Amgen Inc. (Amgen) in the United States and Canada. ENBREL continues as the leading biotechnology brand in the world and ranks fifth in worldwide sales among the top pharmaceutical products.

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

• 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, particularly in key emerging markets such as China, and shift the focus of our business to the more profitable premium sector of the market.

• ZOSYN (TAZOCIN internationally), our broad-spectrum I.V. antibiotic, continues to be the number one selling injectable antibiotic worldwide. Our new advanced formulation of ZOSYN launched during 2006 in the United States and in the majority of international markets in 2007. See “Our Challenging Business Environment” beginning on page 31 for a discussion of potential generic competition for ZOSYN.

• Our PREMARIN family of products remains the leading therapy to help women address moderate to severe menopausal symptoms. See “Our Challenging Business Environment” beginning on page 31 for a discussion of recent publications of analyses of the benefits and risks of hormone therapy.

• Sales of PROTONIX (pantoprazole sodium), our branded proton pump inhibitor indicated for gastroesophageal reflux disease, have been adversely affected during 2008 by the “at risk” launch of generic pantoprazole tablets in the United States by Teva Pharmaceuticals USA, Inc. (Teva) and Sun Pharmaceutical Industries Ltd. (Sun). We launched our own generic version of PROTONIX tablets in the 2008 first quarter. While our own generic has had some success in the marketplace, the sales of our own generic have not, and cannot, offset the substantial harm caused by the launch of infringing generics. We will continue to vigorously pursue our litigation against Teva, Sun and other infringing generics. See “Our Challenging Business Environment” beginning on page 31 for a discussion of generic competition for PROTONIX.

For more detail regarding our principal products, the preceding summary should be read in conjunction with our principal product summary in the overview section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2007 Financial Report as incorporated in our 2007 Annual Report on Form 10-K and in our Quarterly Report on Form 10-Q for the 2008 first quarter.

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 (tigecycline), our innovative broad-spectrum I.V. antibiotic for serious, hospital-based infections, in May 2008, we received an approvable letter from the FDA with respect to our supplemental New Drug Application 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. In its letter, the FDA requested that, before the application could be approved, we provide additional analyses to support the safety and efficacy of TYGACIL for the treatment of patients with community-acquired pneumonia with illness severe enough to require hospitalization, including those who are at higher risk of mortality. In addition, the FDA requested information regarding the benefit/risk of

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

TYGACIL for any potential of liver toxicity. We had provided the requested liver information to the FDA during the latter part of the review period, and the FDA acknowledged in its letter that it had not yet reviewed this information. We expect that the timeline for submitting our complete response to the approvable letter will become more clear following discussions with the FDA. In April 2008, we withdrew our regulatory filing in the European Union (EU) for TYGACIL for the treatment of community-acquired pneumonia based on the opinion of the Committee for Medicinal Products for Human Use (CHMP) that our clinical data were not sufficient to allow the CHMP to conclude a positive benefit/risk balance in community-acquired pneumonia at this time. We also intend to commence new Phase 2 clinical trials of TYGACIL for the treatment of hospital-acquired pneumonia in the 2008 third quarter.

Our New Drug Application (NDA) filing for PRISTIQ a structurally novel, once-daily serotonin-norepinephrine reuptake inhibitor, for the treatment of adult patients with major depressive disorder (MDD) was approved by the FDA in February 2008. FDA approval was subject to several post-marketing commitments, including conducting and submitting data from a new long-term maintenance (relapse prevention) study, a sexual dysfunction study, pediatric studies and a study exploring lower doses. The FDA also requested an additional non-clinical toxicity study. We began shipping PRISTIQ in April 2008 and conducted our full U.S. launch of the product in May 2008. In September 2007, we submitted our Marketing Authorization Application (MAA) in Europe for desvenlafaxine for MDD. The CHMP has raised concerns about efficacy, and we do not anticipate receiving a CHMP opinion until early 2009.

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. The requested clinical trial currently is under way and will take at least 18 months to complete. With respect to regulatory review of desvenlafaxine for the treatment of vasomotor symptoms in the EU, we believe additional data will be necessary to address questions raised by the CHMP regarding the risk/benefit profile of desvenlafaxine in this indication, which could include data from the new study requested by the FDA. As a result, in March 2008, we withdrew our MAA in the EU for this indication.

We and our collaboration partner, Progenics, received approval for RELISTOR subcutaneous injection for the treatment of opioid-induced constipation in advanced-illness patients who are receiving palliative care, when response to laxative therapy has not been sufficient, from the FDA in April 2008 and from the European Commission in July 2008. RELISTOR subcutaneous injection also was approved in March 2008 in Canada, where it

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

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was launched in May 2008. We began shipping subcutaneous RELISTOR in the United States in June 2008, and we intend to launch subcutaneous RELISTOR in Europe on a country-by-country basis over the next several months. In May 2008, we and Progenics announced that the primary and secondary endpoints were not achieved in the second of two Phase 3 clinical trials of RELISTOR for intravenous use in the management of post-operative ileus in patients recovering from segmental colectomy surgical procedures, consistent with the earlier findings of the first Phase 3 intravenous post-operative ileus study announced in March 2008. In addition to the two studies in segmental colectomy patients, we are conducting a Phase 3 study of intravenous RELISTOR for the management of post-operative ileus in patients who have undergone surgical repair of large abdominal hernias. We and Progenics are studying the results of both Phase 3 intravenous post-operative ileus studies to determine whether and how to continue development of this formulation of RELISTOR for this indication. We also are working with Progenics to develop an oral formulation of RELISTOR.

Our NDA for XYNTHA was approved by the FDA in February 2008. XYNTHA is a recombinant factor VIII product for patients with hemophilia A for both the control and prevention of bleeding episodes and surgical prophylaxis. XYNTHA is manufactured and formulated using an albumin-free process and state-of-the-art nanofiltration technology. It also is the only recombinant factor VIII product to utilize an entirely non-human and non-animal based purification process. Our EU regulatory filing for REFACTO AF, the trade name for XYNTHA in the EU, remains under regulatory review.

With respect to VIVIANT (bazedoxifene), our selective estrogen receptor modulator for postmenopausal osteoporosis, the FDA has advised us that it expects to convene an advisory committee to review our pending NDAs for both the treatment and prevention indications. 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 we submitted 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. In May 2008, we received an approvable letter from the FDA with respect to our NDA for VIVIANT for the treatment indication. In its letter, the FDA requested information similar to that outlined in its December 2007 approvable letter for the NDA for VIVIANT for the prevention indication. We expect that the FDA-requested advisory committee meeting will be scheduled following submission of our complete response to the approvable letters with respect to the prevention and treatment indications, which we plan to file by the end of 2008. Depending on the outcome of further dialogue with the FDA, the filing may be delayed until the first half of 2009. In September 2007, we submitted our MAA in Europe for VIVIANT

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

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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 and have raised concerns similar to the FDA regarding data collection and reporting. We plan to submit a response in the third quarter of 2008. We anticipate further feedback from the CHMP following our submission, after which we will assess our available regulatory options.

With respect to APRELA (bazedoxifene/conjugated estrogens), our tissue selective estrogen complex under development for menopausal symptoms and osteoporosis, we met with the FDA in early 2008 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 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 with the formulation used in SMART-1. While our discussions with the FDA are not yet complete, this could result in an initial 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 formulations used in the clinical trials, and we now expect to file our initial NDA no earlier than the second 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.

Our EU regulatory filing for ANYA, the proposed trade name in the EU for LYBREL (levonorgestrel/ethinyl estradiol), a new low-dose, non-cyclic continuous combination oral contraceptive that was approved by the FDA in May 2007, 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 pursuant to which the application was referred to an external scientific advisory group to which we expect to present data in the 2008 third quarter. Following this presentation, we expect that CHMP will deliver its opinion. The final regulatory outcome for ANYA likely will be known by year-end 2008.

Our Phase 3 clinical program for our new 13-valent pneumococcal conjugate vaccine remains ongoing, with the FDA granting fast track designation to the vaccine for use in infants and toddlers in May 2008. We plan to submit our biologics license application for the vaccine to the FDA on a rolling basis as sections of the application are completed in order to facilitate the FDA’s review. Assuming positive results in our Phase 3 program, we expect to complete our U.S. filing for pediatric use of the vaccine in the first quarter of 2009 and in adults in early 2010. We are targeting filing for pediatric use outside the United States in the first quarter of 2009 but also are exploring opportunities to accelerate that timing.

In December 2007, we and our collaboration partner, Elan Corporation, plc, initiated a Phase 3 clinical program for our immunotherapeutic product candidate, bapineuzumab (AAB-001), for the treatment of patients with mild to moderate Alzheimer’s disease. Results from the

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

principal Phase 2 study of bapineuzumab were presented at the International Conference on Alzheimer’s Disease on July 29, 2008. We continue to believe these results are encouraging and support the decision to initiate the Phase 3 clinical program.

We also have two Phase 3 clinical programs in oncology under way: inotuzumab ozogamicin (CMC-544), a targeted calicheamicin conjugate under development for the treatment of follicular lymphoma, and bosutinib (SKI-606), a targeted kinase inhibitor under development for the treatment of chronic myelogenous leukemia.

In May 2008, we withdrew our new drug application for EFFEXOR XR for the treatment of major depressive disorder in Japan.

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 our 2007 Financial Report as incorporated in our 2007 Annual Report on Form 10-K and in Note 8 to our consolidated condensed financial statements, “Contingencies and Commitments,” contained in this Quarterly Report on Form 10-Q and our Quarterly Report on Form 10-Q for the 2008 First Quarter. The $1,369.6 million reserve balance at June 30, 2008 represents our best estimate, within a range of outcomes, of the aggregate amount required to cover diet drug litigation costs, including payments in connection with the nationwide settlement, claims asserted by 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 our 2007 Financial Report as incorporated in our 2007 Annual Report on Form 10-K and in Note 8 to our consolidated condensed financial statements, “Contingencies and Commitments,” contained in this Quarterly Report on Form 10-Q and our Quarterly Report on Form 10-Q for the 2008 First Quarter.

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Management’s Discussion and Analysis of Financial Condition

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Three Months and Six Months Ended June 30, 2008

As of July 28, 2008, we were defending approximately 8,500 actions brought on behalf of approximately 11,500 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 PREMARIN or PREMPRO. The increase in the number of cases and plaintiffs since our last Quarterly Report on Form 10-Q appears to be related to the sixth anniversary of the July 9, 2002 release of data from the Women’s Health Initiative. The substantial majority of the new cases were filed prior to July 9, 2008 in state or federal court in Minnesota (by plaintiffs resident throughout the United States) in an apparent attempt to take advantage of Minnesota’s six-year statute of limitations for tort actions. We are contesting the applicability of the Minnesota statute to out-of-state residents. 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. Most of these putative class actions have been dismissed or withdrawn, and a motion for class certification recently was denied without prejudice in a California statewide refund class action, while a hearing in a similar case in West Virginia is set for later this year.

Of the 30 hormone therapy cases alleging breast cancer that have been resolved after being set for trial, 24 have now been resolved in our favor (by voluntary dismissal by the plaintiffs (14), summary judgment (6), defense verdict (3) or judgment for us notwithstanding the verdict (1)), several of which are being appealed by the plaintiffs. Of the remaining six cases, three 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 are challenging on appeal. Additional cases have been voluntarily dismissed by plaintiffs before a trial setting. No trials of additional hormone therapy cases are scheduled for the remainder of 2008, although additional trials are scheduled in 2009. 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. As of June 30, 2008, we have recorded approximately $170.0 million in insurance receivables relating to defense and settlement costs of our hormone therapy litigation. The insurance carriers that provide coverage that we contend is applicable have generally reserved their rights with respect to such coverage. We continue to provide information to those carriers and to discuss coverage issues. However, two such carriers have denied coverage for the hormone therapy litigation. We believe that those denials are improper and intend to enforce our rights under the terms of those policies.

Our Challenging Business Environment

Generally, we face the same difficult environment 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 also is 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.

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Management’s Discussion and Analysis of Financial Condition

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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 on February 29, 2008 for more information about challenges, risks and uncertainties.

Sales of PROTONIX have been adversely affected in 2008 by the “at risk” launch of generic pantoprazole tablets in the United States by Teva in December 2007, several years in advance of the expiration of the U.S. compound patent that we exclusively license from Nycomed GmbH (Nycomed), and the subsequent “at risk” launch of Sun’s generic pantoprazole tablets in January 2008. Following Teva’s “at risk” launch and its resulting impact on the market, we launched our own generic version of PROTONIX tablets in January 2008. However, sales of our own generic have not, and cannot, offset the substantial harm caused by the launch of the infringing generics. As described in Note 14 to our consolidated financial statements, “Contingencies and Commitments,” contained in our 2007 Financial Report as incorporated in our 2007 Annual Report on Form 10-K and in Note 8 to our consolidated condensed financial statements, “Contingencies and Commitments,” contained in this Quarterly Report on Form 10-Q and our Quarterly Report on Form 10-Q for the 2008 First Quarter, PROTONIX is the subject of ongoing U.S. patent litigation between Wyeth and its partner, Nycomed, and several generic manufacturers. 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 Court also 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 have appealed the Court’s denial of the preliminary injunction. In addition, Wyeth and Nycomed have filed amended complaints against Teva and Sun seeking damages resulting from their patent infringement and have requested a jury trial. We now expect that trial in this matter will occur no earlier than the fourth quarter of 2009. 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 infringement 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

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Management’s Discussion and Analysis of Financial Condition

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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.

In July 2008, we reached agreement with Impax Laboratories, Inc. (Impax) on a settlement of the U.S. patent litigation pertaining to Impax’s proposed generic version of our EFFEXOR XR (extended release capsules) antidepressant. Under the terms of the settlement, we have granted Impax a license that would permit Impax to launch its generic version of EFFEXOR XR (extended release capsules) on or after June 1, 2011, subject to earlier launch in limited circumstances, but in no event earlier than January 1, 2011. In connection with the license pursuant to the settlement, Impax will pay us a specified percentage of profit from sales of its generic product. The parties also have agreed that Impax will utilize its neurology-focused sales force to co-promote a product to be named by us.

In 2007, we granted a covenant not to sue to Sun, which has filed an Abbreviated New Drug Application (ANDA) seeking FDA approval to market a venlafaxine HCl extended release tablet. 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. While to date the FDA has not approved Sun’s ANDA, if otherwise approvable, Sun’s ANDA could be approved at any time because the compound patent for venlafaxine, and its associated pediatric exclusivity period, expired on June 13, 2008. We anticipate that the FDA would not rate Sun’s tablet product as therapeutically equivalent, also referred to as AB rated, to EFFEXOR XR (extended release capsules). Therefore, Sun’s tablet product ordinarily would not be substitutable for EFFEXOR XR (extended release capsules) at the pharmacy level.

In early 2008, we settled our U.S. patent litigation with Osmotica Pharmaceutical Corp. (Osmotica), which 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 settlement, we granted Osmotica a license under certain patents pursuant to which Osmotica would be required to pay us a royalty on sales of its extended release venlafaxine tablet. We learned on May 21, 2008 that the FDA had approved Osmotica’s tablet product but did not rate it as therapeutically equivalent, also referred to as AB rated, to EFFEXOR XR (extended release capsules). Therefore, Osmotica’s tablet product ordinarily will not be substitutable for EFFEXOR XR (extended release capsules) at the pharmacy level.

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Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

Osmotica has not yet launched its tablet product. However, in the event that Sun obtains FDA approval and/or Sun or Osmotica successfully launches a tablet product, our sales of EFFEXOR XR (extended release capsules) in the United States would be negatively impacted, though we believe any impact in 2008 would be limited.

Generic versions of EFFEXOR (immediate release tablets) and EFFEXOR XR (extended release capsules) also have been introduced in certain major markets outside the United States. With the exception of Canada, where our combined net revenue from EFFEXOR (immediate release tablets) and EFFEXOR XR (extended release capsules) in the Canadian market has decreased significantly with the majority of the Canadian market shifting to generic versions, the impact on our results for the 2008 first half was limited, but we expect a broader impact during the balance of the year as generic versions are introduced in additional markets outside the United States.

In addition, in the United States, demand for EFFEXOR XR (extended release capsules) declined slightly in the 2008 second quarter as we shifted promotional support to the launch of PRISTIQ, our new product for the treatment of adult patients with major depressive disorder, which was launched in May 2008. PRISTIQ competes directly with our EFFEXOR family of products, and sales of EFFEXOR may be adversely impacted over time by the shift of our promotional support.

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. 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 some major markets outside the United States and may face generic competition in additional countries in the near future.

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.

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Management’s Discussion and Analysis of Financial Condition

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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. The advisory committees 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 OTC cough and cold products in children under two years of age. The FDA has announced that it plans to issue recommendations with respect to the use of OTC cough and cold 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 10 milligrams but recommended that additional studies be conducted on the efficacy of PE at 10 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.

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, 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 may 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.

Our Productivity Initiatives

In 2008, we continued our productivity initiatives by launching Project Impact, a company-wide program designed to initially address short-term fiscal challenges, particularly the significant loss of sales and profits resulting from the launch of generic versions of PROTONIX. Longer-term, Project Impact will include strategic actions designed to fundamentally change how we conduct business across the entire Company and to adapt to the continuously changing environment. See Note 5 to our consolidated condensed financial statements, “Productivity Initiatives,” contained in this Quarterly Report on Form 10-Q for additional information.

Critical Accounting Policies and Estimates

Our critical accounting policies are detailed in our 2007 Financial Report as incorporated in our Annual Report on Form 10-K for the year ended December 31, 2007. Other than the adoption of the Financial Accounting Standards Board’s Statement of Financial Accounting

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Management’s Discussion and Analysis of Financial Condition

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Standards No. 157, “Fair Value Measurements,” (SFAS No. 157), as discussed in Note 4 to our consolidated condensed financial statements, “Fair Value Measurements,” contained in this Quarterly Report on Form 10-Q, there were no changes in our critical accounting policies from the year ended December 31, 2007.

Results of Operations

Net Revenue

Worldwide Net revenue increased 5% for the 2008 second quarter and 6% for the 2008 first half compared with the 2007 second quarter and 2007 first half, respectively. The increase in worldwide Net revenue was due to increases in net revenue in the Pharmaceuticals, Consumer Healthcare and Animal Health segments, reflecting in part the favorable impact of foreign exchange. International growth of 20% and 22% for the 2008 second quarter and first half, respectively, was driven primarily by increased volume and the favorable impact of foreign exchange. Excluding the favorable impact of foreign exchange, worldwide Net revenue for the 2008 second quarter was comparable with the 2007 second quarter and increased 1% for the 2008 first half.

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

	Net Revenue
(Dollars in millions)	Three Months Ended June 30,			Six Months Ended June 30,
Segment	2008	2007	% Increase	2008	2007	% Increase
Pharmaceuticals	$4,967.2	$4,746.3	5%	$9,726.0	$9,227.7	5%
Consumer Healthcare	664.9	623.2	7%	1,340.1	1,234.6	9%
Animal Health	313.3	278.5	12%	589.9	554.4	6%
Total	$5,945.4	$5,648.0	5%	$11,656.0	$11,016.7	6%

36

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

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

	% Increase (Decrease) Three Months Ended June 30, 2008				% Increase (Decrease) Six Months Ended June 30, 2008
	Volume	Price	Foreign Exchange	Total Net Revenue	Volume	Price	Foreign Exchange	Total Net Revenue
Pharmaceuticals
United States	(8)%	(1)%	—	(9)%	(7)%	(2)%	—	(9)%
International	8%	2%	10%	20%	10%	1%	11%	22%
Total	—	—	5%	5%	1%	(1)%	5%	5%
Consumer Healthcare
United States	(6)%	3%	—	(3)%	(5)%	4%	—	(1)%
International	3%	3%	11%	17%	4%	3%	12%	19%
Total	(1)%	3%	5%	7%	—	3%	6%	9%
Animal Health
United States	(14)%	8%	—	(6)%	(16)%	5%	—	(11)%
International	18%	1%	10%	29%	10%	—	11%	21%
Total	3%	4%	5%	12%	(2)%	2%	6%	6%
Total
United States	(8)%	(1)%	—	(9)%	(7)%	(1)%	—	(8)%
International	8%	2%	10%	20%	10%	1%	11%	22%
Total	(1)%	1%	5%	5%	1%	—	5%	6%

Pharmaceuticals

Worldwide Pharmaceuticals net revenue increased 5% for the 2008 second quarter and first half due primarily to higher sales of ENBREL, EFFEXOR, PREVNAR, Nutrition products, ZOSYN, and BENEFIX and the favorable impact of foreign exchange. The increase in Pharmaceuticals net revenue was offset, in part, by lower sales of PROTONIX due to generic competition in the United States. ENBREL net revenue, outside the United States and Canada, increased 36% for the 2008 second quarter and first half due primarily to increased volume and the favorable impact of foreign exchange. ENBREL alliance revenue in the United States and Canada increased 6% and 23% for the 2008 second quarter and first half, respectively. The 2008 first half increase was due, in part, to a wholesaler inventory build in the 2008 first quarter, which reflects Amgen’s change to a new wholesaler distribution model. PREVNAR achieved a global net revenue increase of 9% and 12% for the 2008 second quarter and first half, respectively, due to price increases, increased volume and the favorable impact of foreign exchange. Price increases and the favorable impact of foreign exchange were the primary drivers for EFFEXOR net revenue increases of 5% and 9% for the 2008 second quarter and first half, respectively. The PREMARIN family of products net revenue increases of 1% and 8% for the 2008 second quarter and first half, respectively, were due to price increases. The increase in sales of BENEFIX of 89% and

37

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

69% for the 2008 second quarter and first half, respectively, was due to increased volume associated with the reacquisition of European product rights in the 2007 third quarter. Also contributing to net revenue growth were sales of our new products TYGACIL, TORISEL and PRISTIQ. Excluding the favorable impact of foreign exchange, worldwide Pharmaceuticals net revenue for the 2008 second quarter and first half was comparable with the 2007 second quarter and first half.

Consumer Healthcare

Worldwide Consumer Healthcare net revenue increased 7% for the 2008 second quarter and 9% for the 2008 first half due primarily to an increase in sales of CENTRUM, ADVIL and CALTRATE and the favorable impact of foreign exchange. In addition, sales of CHAPSTICK contributed to the 2008 second quarter net revenue increase. These increases were partially offset by lower sales of ALAVERT and DIMETAPP. Excluding the favorable impact of foreign exchange, worldwide Consumer Healthcare net revenue increased 2% for the 2008 second quarter and increased 3% for the 2008 first half.

In addition, in an effort to accelerate growth through strategic acquisitions, Consumer Healthcare announced in July it has agreed to purchase ThermaCare^®, a leading over-the-counter heat wrap, from The Procter & Gamble Company. The transaction is expected to enhance Wyeth’s global position in pain management.

Animal Health

Worldwide Animal Health net revenue for the 2008 second quarter and first half increased 12% and 6%, respectively, due primarily to higher sales of poultry products and livestock products driven by ZULVAC bluetongue vaccine and the favorable impact of foreign exchange. Also contributing to the 2008 second quarter net revenue increase were higher sales of companion animal products, including PROMERIS flea and tick products. Partially offsetting these increases were lower sales of equine products. Excluding the favorable impact of foreign exchange, worldwide Animal Health net revenue increased 7% for the 2008 second quarter, and the 2008 first half was comparable with the 2007 first half.

38

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

The following tables set forth the significant Pharmaceuticals, Consumer Healthcare and Animal Health worldwide net revenue by product for the three and six months ended June 30, 2008 compared with the same periods in 2007:

Pharmaceuticals
	Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2008	2007	2008	2007
EFFEXOR	$1,022.2	$977.1	$2,043.6	$1,868.1
PREVNAR	690.7	632.8	1,396.5	1,249.4
ENBREL
Outside U.S. and Canada	692.4	507.9	1,298.0	953.1
Alliance revenue - U.S. and Canada	283.7	267.3	610.0	495.1
Nutrition	430.1	357.8	841.3	704.5
ZOSYN/TAZOCIN	319.3	280.1	661.2	561.1
PREMARIN family	270.9	267.0	547.0	508.1
PROTONIX family (1)	228.0	550.3	387.2	1,024.4
BENEFIX	152.6	80.6	302.6	178.7
Oral contraceptives	104.4	108.8	208.8	218.9
rhBMP-2	108.7	94.6	200.1	191.6
RAPAMUNE	99.8	88.8	195.2	172.3
REFACTO	98.1	83.4	187.3	161.9
TYGACIL	56.3	34.1	98.2	59.6
TORISEL	31.8	—	53.3	—
Other	378.2	415.7	695.7	880.9
Total Pharmaceuticals	$4,967.2	$4,746.3	$9,726.0	$9,227.7

(1) PROTONIX family net revenue for the 2008 second quarter and 2008 first half reflects revenue from both the branded product, $104.7 and $188.1, respectively, and our own generic version, $123.3 and $199.1, respectively.

39

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

Consumer Healthcare
	Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2008	2007	2008	2007
CENTRUM	$184.2	$168.0	$372.1	$327.1
ADVIL	165.4	161.4	337.0	319.8
CALTRATE	67.0	57.9	123.9	105.9
ROBITUSSIN	30.4	27.3	72.4	76.2
PREPARATION H	28.4	28.3	58.0	54.7
CHAPSTICK	22.7	17.7	46.0	42.1
ADVIL COLD & SINUS	10.4	10.1	30.6	28.1
Other	156.4	152.5	300.1	280.7
Total Consumer Healthcare	$664.9	$623.2	$1,340.1	$1,234.6
Animal Health
	Three Months Ended June 30,		Six Months Ended June 30,
(In millions)	2008	2007	2008	2007
Livestock products	$143.5	$116.2	$260.9	$229.4
Companion animal products	93.8	89.8	178.3	176.1
Equine products	39.7	42.3	77.3	88.0
Poultry products	36.3	30.2	73.4	60.9
Total Animal Health	$313.3	$278.5	$589.9	$554.4

Sales Deductions

We deduct certain items from gross revenue that primarily consist of provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives. The provision for chargebacks/rebates relates primarily to U.S. sales of pharmaceutical products provided to wholesalers and managed care organizations under contractual agreements or to certain governmental agencies that administer benefit programs, such as Medicaid. While different programs and methods are utilized to determine the chargeback or rebate provided to the customer, we consider both to be a form of price reduction. Chargebacks/rebates are the only deductions from gross revenue that we consider significant and approximated $584.6 million for the 2008 second quarter and $1,161.1 million for the 2008 first half compared with $609.7 million for the 2007 second quarter and $1,282.6 million for the 2007 first half. The decrease in chargebacks/rebates was due primarily to lower managed care, Medicare Part D and wholesaler rebates as a result of decreased PROTONIX sales. Except for chargebacks/rebates, provisions for each of the other components of sales deductions, including product returns, are individually less than 2% of gross sales.

40

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

Operating Expenses

Cost of goods sold, as a percentage of Net revenue, increased 1.2 percentage points to 28.3% for the 2008 second quarter compared with 27.1% for the 2007 second quarter and increased 0.5 percentage points to 27.8% for the 2008 first half compared with 27.3% for the 2007 first half. The overall increase in cost of goods sold, as a percentage of net revenue, was due primarily to an increase in Pharmaceuticals cost of goods sold, as a percentage of net revenue, of 1.2 and 0.3 percentage points for the 2008 second quarter and first half, respectively. The increase in Pharmaceuticals cost of goods sold, as a percentage of net revenue, was due primarily to increased third-party management fees associated with our generic version of PROTONIX, one-time charges related to certain inventory and asset write-downs, as well as pre-operating expenses associated with our 13-valent pneumococcal conjugate vaccine. The 2008 second quarter also was impacted by increased productivity initiatives charges, which are recorded in the Corporate segment.

Selling, general and administrative expenses, as a percentage of Net revenue, increased 0.9 percentage points to 30.8% in the 2008 second quarter from 29.9% in the 2007 second quarter and increased 1.4 percentage points to 30.5% in the 2008 first half from 29.1% in the 2007 first half. The 2008 second quarter and first half increases were primarily due to increased charges associated with our productivity initiatives, as well as the unfavorable impact of foreign exchange. Also impacting the increases were higher general and administrative expenses, as a percentage of net revenue, due to increased legal expenses. The increases were partially offset by lower marketing expenses related to PROTONIX and the PREMARIN family of products.

Research and development expenses increased 1% for the 2008 second quarter and 6% for the 2008 first half compared with the 2007 second quarter and first half. The 2008 second quarter and first half increases were primarily due to higher spending on various late-stage clinical programs, including our 13-valent pneumococcal conjugate vaccine; and higher charges related to our productivity initiatives.

41

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

Interest (Income) Expense, Net and Other Income

Interest (income) expense, net for the three and six months ended June 30, 2008 and 2007 consisted of the following:

	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2008		2007		2008		2007
Interest expense	$149.5		$182.4		$288.6		$326.3
Interest income	(112.9	)	(181.0	)	(264.0	)	(321.6	)
Less: Interest expense capitalized for capital projects	(17.9	)	(20.4	)	(33.4	)	(38.5	)
Total interest (income) expense, net	$18.7		$(19.0	)	$(8.8	)	$(33.8	)

Other income, net decreased $46.0 million and $2.2 million for the 2008 second quarter and first half, respectively, primarily due to losses on foreign exchange hedging contracts and lower gains on product divestitures offset, in part, by higher royalty income, which included the receipt of a one-time royalty milestone payment of $60.0 million related to the previously divested SYNVISC product line, and a net gain in the 2008 first quarter on the sale of a manufacturing facility in Japan.

Income (Loss) before Income Taxes

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

	Income (Loss) before Income Taxes
	Three Months Ended June 30,			Six Months Ended June 30,
(Dollars in millions) Segment	2008	2007	% Increase/ (Decrease)	2008	2007	% Increase/ (Decrease)
Pharmaceuticals(1)	$1,741.5	$1,636.1	6%	$3,437.2	$3,265.7	5%
Consumer Healthcare(1)	119.8	105.1	14%	241.1	208.1	16%
Animal Health	69.9	68.5	2%	131.2	132.0	(1)%
Corporate(2)	(312.4)	(95.2)	(228)%	(432.7)	(146.0)	(196)%
Total	$1,618.8	$1,714.5	(6)%	$3,376.8	$3,459.8	(2)%

(1) Income (loss) before income taxes for the 2008 second quarter and 2008 first half included gains from product divestitures, primarily in the Pharmaceuticals and Consumer Healthcare segments, of approximately $10.1 and $33.2, respectively, compared with $41.3 and $57.6 for the 2007 second quarter and 2007 first half, respectively.

42

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

(2)	Corporate loss before income taxes included a net charge of $155.2 and $236.2 for the 2008 second quarter and 2008 first half, respectively, compared with a net charge of $49.8 and $92.4 for the 2007 second quarter and 2007 first half, respectively, related to our productivity initiatives. The activities related to the reportable segments as follows:
		Productivity Initiatives Charges
		Three Months Ended June 30,		Six Months Ended June 30,
	(In millions)	2008	2007	2008		2007
	Pharmaceuticals	$142.3	$47.1	$301.1		$84.4
	Consumer Healthcare	4.4	1.7	25.6		6.0
	Animal Health	2.6	1.0	3.7		2.0
	Corporate	5.9	—	10.4		—
	Total productivity initiatives charges	155.2	49.8	340.8		92.4
	Gain on asset sale - Pharmaceuticals	—	—	(104.6	)	—
	Net productivity initiatives charges	$155.2	$49.8	$236.2		$92.4

Worldwide Pharmaceuticals income before income taxes for the 2008 second quarter and 2008 first half increased 6% and 5%, respectively, due primarily to higher net revenue and lower selling, general and administrative expenses, as a percentage of net revenue, offset, in part, by higher cost of goods sold, as a percentage of net revenue, and lower other income, net.

Worldwide Consumer Healthcare income before income taxes for the 2008 second quarter and 2008 first half increased 14% and 16%, respectively, due primarily to higher net revenue, lower selling, general and administrative expenses, as a percentage of net revenue, and lower research and development expenses, as a percentage of net revenue, offset, in part, by higher cost of goods sold, as a percentage of net revenue.

Worldwide Animal Health income before income taxes for the 2008 second quarter increased 2% due primarily to higher net revenue and lower cost of goods sold, as a percentage of net revenue, partially offset by higher selling, general and administrative expenses, as a percentage of net revenue, and lower other income, net. Worldwide Animal Health income before taxes for the 2008 first half decreased 1% due primarily to higher selling, general and administrative expenses, as a percentage of net revenue, and lower other income, net, offset, in part, by higher net revenue and lower cost of goods sold, as a percentage of net revenue.

Corporate expenses, net for the 2008 second quarter and 2008 first half were $312.4 million and $432.7 million, respectively, compared with $95.2 million and $146.0 million for the 2007 second quarter and first half. The increase in Corporate expenses, net, resulted from higher general and administrative expenses related to our productivity initiatives charges.

43

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

Income Taxes

The effective tax rates were 30.7% and 31.3% for the 2008 second quarter and first half, respectively, compared with 30.1% and 29.1% for the 2007 second quarter and first half, respectively. The tax rate for the 2008 first half does not include any benefit from the U.S. Research and Development Tax Credit, which expired in December 2007.

Consolidated Net Income and Diluted Earnings per Share Results

Net income and diluted earnings per share for the 2008 second quarter were $1,122.1 million and $0.83, respectively, compared with net income and diluted earnings per share of $1,198.5 million and $0.87 for the 2007 second quarter, decreasing 6% and 5%, respectively. Net income and diluted earnings per share for the 2008 first half were $2,319.0 million and $1.72, respectively, compared with net income and diluted earnings per share of $2,452.6 million and $1.79 for the 2007 first half, decreasing 5% and 4%, respectively.

Our management uses various measures to manage and evaluate our performance and believes it is appropriate to specifically identify certain significant items included in net income and diluted earnings per share to assist investors with analyzing ongoing business performance and trends. In particular, our management believes that comparisons between 2008 and 2007 second quarter and first half results of operations are impacted by the following items that are included in net income and diluted earnings per share:

· 2008 second quarter charges of $155.2 million ($110.5 million after-tax or $0.08 per share-diluted) and 2008 first half net charges of $236.2 million ($180.1 million after-tax or $0.13 per share-diluted) related to our productivity initiatives.

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

The productivity initiatives charges have been identified as significant items by our management as these charges are not considered to be indicative of continuing operating results.

Liquidity, Financial Condition and Capital Resources

Cash and Cash Equivalents

Our cash and cash equivalents decreased $71.2 million during the 2008 first half. Sources of cash flows during the 2008 first half related primarily to the following items:

· Net increase in cash from operating activities of $1,871.7 million;

· Proceeds of $856.9 million related to the sales and maturities of marketable securities; and

44

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

· Proceeds of $146.7 million related to sales of assets primarily due to the sale of a manufacturing facility in Japan.

These sources of cash were offset by the following items:

· Purchases of $1,032.1 million of marketable securities;

· Payments of $888.7 million related to our diet drug litigation;

· Dividend payments of $747.6 million;

· Capital expenditures totaling $574.1 million;

· Purchases of Wyeth common stock for treasury totaling $392.9 million; and

· Repayments of debt totaling $300.0 million.

The increase in working capital of $677.6 million, which excludes the effect of foreign exchange, resulted primarily from decreases in accounts payable and accrued expenses and increases in accounts receivable offset, in part, by decreases in other current assets related to payments made in connection with our diet drug litigation.

Total Debt

At June 30, 2008, we had outstanding $11,470.2 million in total debt, which consisted of notes payable and other debt. Maturities of our obligations as of June 30, 2008 are set forth below:

(In millions)	Total	Less than 1 Year	1-3 Years	4-5 Years	Over 5 Years
Total debt	$11,470.2	$13.9	$2,614.3	$1,507.9	$7,334.1

The following represents our credit ratings as of June 30, 2008:

	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

We maintain a $3,000.0 million, five-year credit facility with a group of banks and financial institutions that matures in August 2012 and is extendable by one year on each of the first and second anniversary of the effective date with the consent of the lenders. On June 3, 2008, 60 days before the first anniversary of the effective date, we entered into an amendment to this facility. The amendment allows us the opportunity to request the first one-year extension option at anytime between June 2008 and June 2009 and the second one-year extension option at anytime between May 2009 and June 2010. The credit facility agreement requires us to maintain a ratio of consolidated adjusted indebtedness to adjusted capitalization not to exceed 60%. The proceeds from the credit facility may be used for our

45

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

general corporate and working capital requirements and for support of our commercial paper, if any. As of the date hereof, we have no borrowings outstanding under this facility, nor do we have any commercial paper outstanding that is supported by this facility.

Fair Value Measurements

Effective January 1, 2008, we adopted SFAS No. 157, which defines fair value and establishes a framework for measuring the fair value of certain assets and liabilities (see Note 4 to our consolidated condensed financial statements, “Fair Value Measurements,” contained in this Quarterly Report on Form 10-Q). As discussed in Note 4, our use of significant unobservable inputs (Level 3) in determining the fair value of assets and liabilities was not material, as it represented only 2% of total assets and liabilities that are measured at fair value. The adoption of SFAS No. 157 did not have a material impact on our results of operations, liquidity or capital resources for the 2008 second quarter or first half, nor do we expect SFAS No. 157 to have a material impact on our results of operations, liquidity or capital resources in future periods.

Other

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

Except for the California Franchise Tax Board, where we have filed protests for the 1996-2003 tax years, taxing authorities generally are reviewing our tax returns for post-2001 tax years, including the Internal Revenue Service (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 8 to the consolidated condensed financial statements, “Contingencies and Commitments,” contained in this Quarterly Report on Form 10-Q and in our 2007 Financial Report as incorporated in our 2007 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the 2008 First Quarter, we are involved in various legal proceedings. We intend to vigorously defend ourself and our products in these litigations and believe our legal positions are strong. However, from time to time, we may settle or decide no longer to pursue

46

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

particular litigation as we deem advisable. In light of the circumstances discussed therein, it is not possible to determine the ultimate outcome of these proceedings, and, therefore, it is possible that the ultimate outcome of these proceedings could be material to our results of operations, cash flows and financial position.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “project” and other words of similar meaning. These forward-looking statements address various matters, including:

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

· 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;

· Our assessment of the Phase 2 data for bapineuzumab and its implications for the Phase 3 program and future development of bapineuzumab;

· 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;

47

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

· 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, Osmotica and Impax 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;

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

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

· Impact of competitive products, including generics; and

· Impact of economic conditions, including interest rate and exchange rate fluctuations.

Each forward-looking statement contained in this report is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. These risks and uncertainties include, among others: the inherent uncertainty of the timing and success of, and expense associated with, research, development, regulatory approval and commercialization of our products and 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 and pipeline products; the importance of strong performance from our principal products and our anticipated new product introductions; the highly regulated nature of our business; product liability, intellectual property and other litigation risks and environmental liabilities; uncertainty regarding our intellectual property rights and those of others; difficulties associated with, and regulatory compliance with respect to, manufacturing of our products; risks associated with our strategic relationships; economic conditions, including interest and currency exchange rate fluctuations; changes in generally accepted accounting principles; trade buying patterns; the impact of legislation and regulatory compliance; risks and uncertainties associated with global operations and sales; and other risks and uncertainties, including those detailed from time to time in our periodic reports filed with the Securities and Exchange Commission, including our Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. In particular, we refer you to “Item 1A. RISK FACTORS” of our 2007 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 29, 2008, for additional information regarding the risks and uncertainties discussed above as well as additional risks and uncertainties that may affect our actual results. The forward-looking statements in this report are qualified by these risk factors.

48

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

Three Months and Six Months Ended June 30, 2008

We caution investors not to place undue reliance on the forward-looking statements contained in this report. Each statement speaks only as of the date of this report (or any earlier date indicated in the statement), and we undertake no obligation to update or revise any of these statements, whether as a result of new information, future developments or otherwise. From time to time, we also may provide oral or written forward-looking statements in other materials, including our earnings press releases. You should consider this cautionary statement and the risk factors identified under “Item 1A. RISK FACTORS” of our 2007 Annual Report on Form 10-K when evaluating those statements as well. Our business is subject to substantial risks and uncertainties, including those identified in this report. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

49

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The market risk disclosures appearing on page 68 of our 2007 Financial Report as incorporated by reference in our 2007 Annual Report on Form 10-K have not materially changed from December 31, 2007. At June 30, 2008, the fair values of our financial instruments were as follows:

	Notional/ Contract Amount	Assets (Liabilities)
(In millions) Description		Carrying Value		Fair Value
Forward contracts(1)	$3,775.9	$(18.9	)	$(18.9	)
Option contracts(1)	1,796.8	(19.9	)	(19.9	)
Interest rate swaps(2)	5,303.8	152.8		152.8

(1) The forward and option contracts are primarily related to the Company’s programs to manage its exposure to intercompany and third-party foreign currency risk. If the U.S. dollar were to strengthen or weaken by 10%, in relation to all hedged foreign currencies, the net payable on the forward contracts and option contracts would collectively decrease or increase by approximately $337.4.

(2) Interest rate swaps notional/contract amount includes $5,000.0 related to outstanding debt.

The estimated fair values approximate amounts at which these financial instruments could be exchanged in a current transaction between willing parties. Therefore, fair values are based on estimates using present value and other valuation techniques that are significantly affected by the assumptions used concerning the amount and timing of estimated future cash flows and discount rates that reflect varying degrees of risk. The fair value of forward contracts, currency option contracts and interest rate swaps reflects the present value of the contracts at June 30, 2008. The carrying value of our outstanding debt as of June 30, 2008 approximates fair value. If the interest rates were to increase or decrease by one percentage point, the fair value of the outstanding debt would decrease or increase by approximately $788.0 million.

50

Item 4. Controls and Procedures

Disclosure Controls and Procedures

As of June 30, 2008, we carried out an evaluation, under the supervision and with the participation of our management, including 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 Securities Exchange Act of 1934, as amended). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2008.

Changes in Internal Control Over Financial Reporting

During the 2008 second quarter, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

51

Part II–Other Information

Item 1. Legal Proceedings

The information set forth in Note 8 to our consolidated condensed financial statements, “Contingencies and Commitments,” contained in this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 1A. Risk Factors

Information regarding risk factors appears in Part I, “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the captions “Our Challenging Business Environment” and “Cautionary Note Regarding Forward-Looking Statements” contained in our 2007 Financial Report, this Quarterly Report on Form 10-Q and our Quarterly Report on Form 10-Q for the 2008 First Quarter and in “Item 1A. RISK FACTORS” of our 2007 Annual Report on Form 10-K. There have been no material changes from the risk factors previously disclosed in our 2007 Annual Report on Form 10-K.

52

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

The following table provides certain information with respect to our repurchases of shares of our common stock during the 2008 second quarter:

Period	Total Number of Shares Purchased(1)(2)	Average Price Paid per Share (1)(2)	Total Number of Shares Purchased as Part of Publicly Announced Plan(1)	(Dollars in millions) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1)
April 1, 2008 through April 30, 2008	779,739	$44.80	223,000	$3,413.9
May 1, 2008 through May 31, 2008	1,220,860	44.26	1,186,200	3,361.4
June 1, 2008 through June 30, 2008	20,776	44.47	—	3,361.4
Total	2,021,375	$44.47	1,409,200

(1) On September 27, 2007, our Board of Directors approved an increase to our previously authorized share repurchase program that authorizes us to buy back up to $5,000.0 million of our common stock. This is inclusive of approximately $1,188.2 million in repurchases that already had been executed during 2007 as of that date. The share repurchase program has no time limit and may be suspended for periods or discontinued at any time.

(2) In addition to purchases under the share repurchase program, these columns reflect the following transactions during the 2008 second quarter: (i) the open market purchase of 15,777 shares of common stock to satisfy equivalent dividends paid to employees’ and non-employee directors’ restricted stock trust holdings; (ii) the open market purchase of 14,775 shares of common stock in connection with the administration of our stock option program; and (iii) the surrender to us of 581,623 shares of common stock to satisfy tax withholding obligations for employees in connection with the issuance of restricted stock and/or performance share awards.

53

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

(a) The matters described under Item 4(c) below were submitted to a vote of security holders, through the solicitation of proxies pursuant to Section 14 under the Securities Exchange Act of 1934, as amended, at the Annual Meeting of Stockholders held on April 24, 2008 (the Annual Meeting).

(b) Not applicable.

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

(i) Election of Directors:

Nominee	For	Against	Abstain
Robert M. Amen	1,129,551,019	9,462,279	11,338,883
Michael J. Critelli	1,129,709,645	9,266,468	11,376,068
Robert Essner	1,123,698,793	15,377,318	11,276,070
John D. Feerick	1,124,848,763	14,044,310	11,459,108
Frances D. Fergusson, Ph.D.	1,129,627,388	9,320,366	11,404,427
Victor F. Ganzi	1,119,596,645	19,045,454	11,710,082
Robert Langer, Sc.D.	1,123,462,949	15,523,762	11,365,470
John P. Mascotte	1,094,333,198	44,123,406	11,895,577
Raymond J. McGuire	1,128,124,944	10,596,297	11,630,940
Mary Lake Polan, M.D., Ph.D., M.P.H.	1,126,092,980	13,034,580	11,224,621
Bernard Poussot	1,126,789,126	12,272,283	11,290,772
Gary L. Rogers	1,121,321,629	17,687,576	11,342,976
John R. Torell III	1,125,355,515	13,504,196	11,492,470

(ii) Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2008:

For	Against	Abstain
1,130,191,572	9,561,296	10,599,312

(iii) Adoption of the proposal to amend and restate the Company’s 2005 amended and restated stock incentive plan:

For	Against	Abstain
893,160,754	110,685,094	13,001,895

There were 133,504,438 broker non-votes with reference to this item.

(iv) Adoption of the Company’s 2008 non-employee director stock incentive plan:

For	Against	Abstain
925,547,148	78,193,097	13,107,498

54

There were 133,504,438 broker non-votes with reference to this item.

(v) Adoption of the Stockholder Proposal regarding reporting on the Company’s political contributions and trade association payments:

For	Against	Abstain
243,646,661	646,726,663	126,474,419

There were 133,504,438 broker non-votes with reference to this item.

(vi) Adoption of the Stockholder Proposal regarding the adoption of a by-law for recoupment of incentive bonuses:

For	Against	Abstain
95,451,444	906,032,306	15,363,993

There were 133,504,438 broker non-votes with reference to this item.

55

Item 5. Other Information

Retirement of Robert R. Ruffolo, Jr., Ph.D.

As previously announced, Robert R. Ruffolo, Jr., Ph.D., Senior Vice President and President, Wyeth Research, is retiring from the Company effective as of July 31, 2008. In connection with his retirement, the Company, Dr. Ruffolo and Ruffolo Consulting, LLC (a company owned by Dr. Ruffolo) entered into a consulting agreement dated as of July 31, 2008, and effective as of August 1, 2008, pursuant to which Dr. Ruffolo will consult with and advise the Company on matters within his expertise as the Company may reasonably request from time to time, including assistance in regulatory matters and litigation, new products and/or licensing matters, candidate assessment and transition support, with Dr. Ruffolo’s services being limited to no more than 20% of the average level of services performed by him over the 36 months immediately preceding his retirement. The consulting agreement, which may be terminated by any party on 90 days’ notice, is for a term of one year and may continue for additional one-year terms at the election of the Company.

During the initial one-year term, the Company will pay to Ruffolo Consulting, LLC consulting fees consisting of $25,000 per month, together with reimbursement of expenses, if applicable. Following the initial one-year term, if the term of the consulting agreement is extended, the Company will pay to Ruffolo Consulting, LLC consulting fees at a mutually agreed upon daily rate for actual services rendered on an as needed basis. In addition, Dr. Ruffolo will be entitled to receive an annual incentive compensation award for 2008 (pro-rated for the period of his employment with the Company during 2008), in an amount determined by the Compensation and Benefits Committee of the Company’s Board of Directors in its sole discretion, in accordance with the terms of the Company’s Executive Incentive Plan. The incentive compensation award, if any, will be paid to Dr. Ruffolo in a lump sum at the same time as the Company’s named executive officers are paid their 2008 annual cash incentive awards.

Retirement of John D. Feerick from the Wyeth Board of Directors

In accordance with Section IV of the Wyeth Corporate Governance Guidelines, which mandates retirement from Board service no later than the last day of the calendar month in which a director reaches age 72, John D. Feerick is retiring from the Board effective as of July 31, 2008.

56

Item 6. Exhibits

Exhibit No.	Description
(10.1)	First Amendment to Credit Agreement, dated as of June 3, 2008, among the Company, various lenders from time to time party to the Credit Agreement, and JPMorgan Chase Bank, N.A., as Administrative Agent.
(10.2)	Wyeth 2005 Amended and Restated Stock Incentive Plan (amended and restated as of February 28, 2008) is incorporated by reference to Exhibit 99 of the Company’s Registration Statement on Form S-8 (File No. 333-150645), filed on May 5, 2008.
(10.3)	Wyeth 2008 Non-Employee Director Stock Incentive Plan is incorporated by reference to Exhibit 99 of the Company’s Registration Statement on Form S-8 (File No. 333-150646), filed on May 5, 2008.
(10.4)	Form of 2008 Performance Share Award Agreement for named executive officers and certain other executive officers.
(10.5)	Form of 2008 Performance Share Award Agreement for certain other executive officers.
(10.6)	Form of 2008 Performance Share Award Agreement for certain other officers and other key employees.
(10.7)	Form of 2008 Performance Share Award Agreement for certain other officers and other key employees not receiving the agreement referred to in Exhibit 10.6.
(10.8)	Form of 2008 Restricted Stock Unit Award Agreement (three-year phased vesting).
(10.9)	Form of 2008 Restricted Stock Unit Award Agreement (three-year cliff vesting).
(10.10)	Offer Letter from the Company to Mikael Dolsten, M.D., Ph.D.
(10.11)	Consulting Agreement, dated as of July 31, 2008, between the Company and Robert R. Ruffolo, Jr., Ph.D.
(10.12)	Form of Deferred Stock Unit Award Agreement under the 2008 Non-Employee Director Stock Incentive Plan (Existing Director).
(10.13)	Form of Deferred Stock Unit Award Agreement under the 2008 Non-Employee Director Stock Incentive Plan (New Director).

57

(10.14)	Form of Performance Share Award Agreement (409A Replacement for Outstanding 2006 Awards).
(10.15)	Form of Performance Share Award Agreement for named executive officers and certain other officers (409A Replacement for Outstanding 2007 Awards).
(10.16)	Form of Performance Share Award Agreement for certain other officers and other key employees (409A Replacement for Outstanding 2007 Awards).
(10.17)	Form of Performance Share Award Agreement for certain other officers and other key employees (Form for 2007 Awards-without Deferral).
(10.18)	Form of Restricted Stock Unit Award Agreement (three-year cliff vesting) (409A Replacement for Outstanding 2006 Awards).
(10.19)	Form of Restricted Stock Unit Award Agreement (three-year cliff vesting) (409A Replacement for Outstanding 2007 Awards).
(10.20)	Form of Restricted Stock Unit Award Agreement under the 1999 Stock Incentive Plan with Bernard Poussot dated January 2, 2008 (phased vesting) (409A Replacement Agreement).
(10.21)	Form of Restricted Stock Unit Award Agreement under the 2002 Stock Incentive Plan with certain executive officers dated January 23, 2008 (phased vesting) (409A Replacement Agreement).
(10.22)	Form of Deferred Stock Unit Award Agreement under the 2006 Non-Employee Director Stock Incentive Plan (Existing Director) (409A Replacement for Outstanding 2006 and 2007 Awards).
(10.23)	Form of Deferred Stock Unit Award Agreement under the 2006 Non-Employee Director Stock Incentive Plan (New Director) (409A Replacement for Outstanding 2006 and 2007 Awards).
(12)	Computation of Ratio of Earnings to Fixed Charges.
(31.1)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

58

Signature

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

	Wyeth
	(Registrant)
By:	/s/     John C. Kelly
	John C. Kelly
	Vice President and Controller (Duly Authorized Signatory and Chief Accounting Officer)

Date: August 4, 2008

59

Exhibit Index

Exhibit No.	Description
(10.1)	First Amendment to Credit Agreement, dated as of June 3, 2008, among the Company, various lenders from time to time party to the Credit Agreement, and JPMorgan Chase Bank, N.A., as Administrative Agent.
(10.4)	Form of 2008 Performance Share Award Agreement for named executive officers and certain other executive officers.
(10.5)	Form of 2008 Performance Share Award Agreement for certain other executive officers.
(10.6)	Form of 2008 Performance Share Award Agreement for certain other officers and other key employees.
(10.7)	Form of 2008 Performance Share Award Agreement for certain other officers and other key employees not receiving the agreement referred to in Exhibit 10.6.
(10.8)	Form of 2008 Restricted Stock Unit Award Agreement (three-year phased vesting).
(10.9)	Form of 2008 Restricted Stock Unit Award Agreement (three-year cliff vesting).
(10.10)	Offer Letter from the Company to Mikael Dolsten, M.D., Ph.D.
(10.11)	Consulting Agreement, dated as of July 31, 2008, between the Company and Robert R. Ruffolo, Jr., Ph.D.
(10.12)	Form of Deferred Stock Unit Award Agreement under the 2008 Non-Employee Director Stock Incentive Plan (Existing Director).
(10.13)	Form of Deferred Stock Unit Award Agreement under the 2008 Non-Employee Director Stock Incentive Plan (New Director).
(10.14)	Form of Performance Share Award Agreement (409A Replacement for Outstanding 2006 Awards).
(10.15)	Form of Performance Share Award Agreement for named executive officers and certain other officers (409A Replacement for Outstanding 2007 Awards).
(10.16)	Form of Performance Share Award Agreement for certain other officers and other key employees (409A Replacement for Outstanding 2007 Awards).

EX-1

(10.17)	Form of Performance Share Award Agreement for certain other officers and other key employees (Form for 2007 Awards-without Deferral).
(10.18)	Form of Restricted Stock Unit Award Agreement (three-year cliff vesting) (409A Replacement for Outstanding 2006 Awards).
(10.19)	Form of Restricted Stock Unit Award Agreement (three-year cliff vesting) (409A Replacement for Outstanding 2007 Awards).
(10.20)	Form of Restricted Stock Unit Award Agreement under the 1999 Stock Incentive Plan with Bernard Poussot dated January 2, 2008 (phased vesting) (409A Replacement Agreement).
(10.21)	Form of Restricted Stock Unit Award Agreement under the 2002 Stock Incentive Plan with certain executive officers dated January 23, 2008 (phased vesting) (409A Replacement Agreement).
(10.22)	Form of Deferred Stock Unit Award Agreement under the 2006 Non-Employee Director Stock Incentive Plan (Existing Director) (409A Replacement for Outstanding 2006 and 2007 Awards).
(10.23)	Form of Deferred Stock Unit Award Agreement under the 2006 Non-Employee Director Stock Incentive Plan (New Director) (409A Replacement for Outstanding 2006 and 2007 Awards).
(12)	Computation of Ratio of Earnings to Fixed Charges.
(31.1)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-2

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of June 3, 2008, among WYETH, a Delaware corporation (the “Company”), various lenders from time to time party to the Credit Agreement referred to below (the “Lenders”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Lenders, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers and Joint Book Managers, 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 the Administrative Agent are parties to a Credit Agreement, dated as of August 2, 2007 (the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions of this First Amendment, the parties hereto wish to amend the Credit Agreement as herein provided;

NOW, THEREFORE, it is agreed:

I. Amendments to Credit Agreement.

1. Subsection 1.1 of the Credit Agreement is hereby amended by (i) deleting the definition of “Extension Date” appearing in said subsection in its entirety and (ii) inserting the following new definitions in appropriate alphabetical order in said subsection:

“Concurrent Extension Requests”: as defined in the definition of “Extension Date”.

“Extension Date”: (i) with respect to the first extension request that the Company may make pursuant to subsection 2.20, a single date (which shall be notified in writing by the Company to the Administrative Agent on a Business Day occurring at least 60 days but no more than 90 days prior to such specified date) occurring during the period commencing on the one-year anniversary of the Effective Date and ending on (and including) the two-year anniversary of the Effective Date and (ii) with respect to the second extension request that the Company may make pursuant to subsection 2.20 (which, for avoidance of doubt, may be the first such request actually made if the Company does not elect to make the request described in preceding clause (i)), a single date (which shall be notified in writing by the Company to the Administrative Agent on a Business Day occurring at least 60 days but no more than 90 days prior to such specified date) occurring during the period commencing on (and including) the two-year anniversary of the Effective Date and ending on (and including) the three-year anniversary of the Effective Date; provided that, unless both the first and second extension requests are delivered by the Company on the same date and each specify the

“Extension Date” as the two-year anniversary of the Effective Date (any such requests, the “Concurrent Extension Requests”), the “Extension Date” notified by the Company pursuant to preceding clause (ii) shall be at least 60 days after the “Extension Date”, if any, notified by the Company pursuant to preceding clause (i).

2. Subsection 2.20 of the Credit Agreement is hereby amended by inserting the following text immediately prior to the period (“.”) appearing at the end of each of the first and third sentences of said subsection:

“(or, if Concurrent Extension Requests are delivered, the date occurring twenty-four (24) months after such then existing Final Termination Date)”.

3. Notwithstanding anything to the contrary contained in subsection 2.20 of the Credit Agreement, the Company and the Lenders hereby agree that, upon the occurrence of the First Amendment Effective Date (as defined below), the written extension request, dated June 3, 2008, furnished by the Company to the Administrative Agent and the Lenders pursuant to subsection 2.20 of the Credit Agreement shall be deemed rescinded, shall cease to have any force or effect for purposes of subsection 2.20 of the Credit Agreement (on the same basis as if such request had never been furnished), and shall not be construed to be one of the notices permitted under subsection 2.20 of the Credit Agreement (as amended by Section 1 of Part I of this First Amendment).

II. Miscellaneous Provisions.

1. In order to induce the Lenders to enter into this First Amendment, the Company hereby represents and warrants that (i) no Default or Event of Default exists as of the First Amendment Effective Date, both before and after giving effect to this First Amendment and (ii) all of the representations and warranties contained in the Credit Agreement are true and correct in all material respects on the First Amendment Effective Date, both before and after giving effect to this First Amendment, with the same effect as though such representations and warranties had been made on and as of the First Amendment Effective Date (it being understood that any representation or warranty made as of a specific date shall be true and correct in all material respects as of such specific date).

2. This First Amendment is limited as specified and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement.

3. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Company and the Administrative Agent.

4. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

-2-

5. This First Amendment shall become effective on the date (the “First Amendment Effective Date”) when the Company and the Lenders constituting the Majority Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to White & Case LLP, 1155 Avenue of the Americas, New York, NY 10036 Attention: May Yip (facsimile number 212-354-8113). The Administrative Agent will provide notice of the First Amendment Effective Date to the Lenders promptly upon the occurrence thereof.

6. From and after the First Amendment Effective Date, all references in the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby.

*    *    *

-3-

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.

WYETH
By:	/s/ Robert E. Landry
	Title:	Treasurer

JPMORGAN CHASE BANK, N.A.,
	Individually and as Administrative Agent
By:	/s/ Dawn Lee Lum
	Title:	Executive Director

CITIBANK NORTH AMERICA, INC.,
By:	/s/ William E. Clark
	Title:	Vice President

BANK OF AMERICA, N.A.,
	Individually and as Co-Documentation Agent
By:	/s/ Jill J. Hogan
	Title:	Vice President

THE BANK OF NOVA SCOTIA,
	Individually and as Co-Documentation Agent
By:	/s/ P. M. Brown
	Title:	Managing Director

UBS LOAN FINANCE LLC
	as Co-Documentation Agent
By:	/s/ Iria R. Otsa
	Title:	Associate Director

By:	/s/ Mary E. Evans
	Title:	Associate Director

SIGNATURE PAGE TO THE FIRST AMENDMENT, DATED AS OF THE DATE FIRST WRITTEN ABOVE, TO THE CREDIT AGREEMENT, DATED AS OF AUGUST 2, 2007, AMONG WYETH, THE LENDERS FROM TIME TO THERETO, J.P. MORGAN SECURITIES INC. AND CITIGROUP GLOBAL MARKETS INC., AS CO-LEAD ARRANGERS AND JOINT BOOK MANAGERS, 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.
ABN AMRO BANK N.V.
By:	/s/ Michael Costello
	Title:	Director
By:	/s/ Tim Khisameyev
	Title:	Associate

BANCO POPULAR DE PUERTO RICO,
	New York Branch
By:	/s/ Hector J. Gonzalez
	Title:	Vice President

BANK OF NEW YORK
By:	/s/ Richard Fronapfel, Jr.
	Title:	Vice President

BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY
By:	/s/ George Stoecklein
	Title:	Vice President

BARCLAYS BANK PLC
By:	/s/ Nicholas A. Bell
	Title:	Director

BNP PARIBAS
By:	/s/ Angela Bentley Arnold
	Title:	Director
By:	/s/ Benjamin Sileo
	Title:	Vice President

COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES
By:	/s/ Robert S. Taylor
	Title:	Senior Vice President
By:	/s/ Barbara Peters
	Title:	Assistant Vice President
WILLIAM STREET COMMITMENT CORPORATION
(Recourse only to the assets of William Street Commitment Corporation)

By:	/s/ Mark Walton
	Title:	Assistant Vice President

INTESA SANPAOLO S.P.A.
By:	/s/ Luca Sacchi
	Title:	Vice President
By:	/s/ Francesco DiMario
	Title:	First Vice President, Credit Manager

LEHMAN BROTHERS COMMERCIAL BANK
By:	/s/ Darren S. Lane
	Title:	Operations Officer

MORGAN STANLEY BANK
By:	/s/ Daniel Twenge
	Title:	Authorized Signatory

THE NORTHERN TRUST COMPANY
By:	/s/ Thomas Hausnauer
	Title:	Vice President

UBS LOAN FINANCE LLC
By:	/s/ Irja R. Otsa
	Title:	Associate Director
By:	/s/ Mary E. Evans
	Title:	Associate Director

U.S. BANK, N.A.
By:	/s/ Christopher T. Kordes
	Title:	Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION
By:	/s/ Andrew S. Chen
	Title:	Vice President

EX-10.4

Exhibit 10.4

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH 2005 AMENDED

AND RESTATED STOCK INCENTIVE PLAN

DATE OF GRANT                     

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

Name

Address 1

Address 2

The Company hereby awards you a performance share award consisting of stock units (the “Units”) representing Restricted Stock in the amount set forth above (the “Target Award”). The Units are subject to the terms and restrictions set forth in the Plan and this Agreement. Each Unit corresponds to one share of Restricted Stock. Upon the full or partial satisfaction by the Company of certain performance criteria described in Paragraph 3, the Units shall be converted into shares of Restricted 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.

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

• The 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. 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 underlying 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 Restricted Stock is first issued to you in accordance with the terms of this Agreement.

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

3. Conversion to Common Stock.

(a) General Rule. The Committee shall establish the EPS Target for the Performance Year and the corresponding Performance Grid within the 90-day period beginning on January 1^st of the Performance Year. Subject to the Committee’s exercise of Negative Discretion, the award to you pursuant to this Agreement shall be based upon the Company’s EPS for the Performance Year and the payment amounts specified in the Performance Grid (up to a maximum of 200% of the Target Award); provided, however, that, subject to the exercise of Negative Discretion, you shall earn 25% of the Target Award if the Company has positive Consolidated Earnings for the Performance Year. At a meeting of the Committee to be held within the 90-day period following the end of the Performance Year, the Committee shall (i) certify for purposes of this Agreement the Company’s EPS, if any, for the Performance Year and determine whether the Company has achieved positive Consolidated Earnings for the Performance Year and (ii) exercise any Negative Discretion with respect to the amount earned by you hereunder. As of the Conversion Date, the percentage of Units earned by you hereunder after the exercise of Negative Discretion shall be cancelled, in exchange for such cancelled Units, subject to Paragraphs 4 and 5, 6 or 7, the number of shares of Restricted Stock equal to the number of Units so cancelled shall be issued in your name. All rights with respect to any remaining (unearned) portion of the Target Award shall be forfeited and surrendered to the Company. Notwithstanding anything in this Agreement to the contrary, upon your forfeiture, for any reason, of all rights to all, or a portion of, the Units granted hereunder, such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such forfeiture.

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

4. Delivery of Restricted Stock; Withholding.

(a) Beneficial Ownership; Issuance of Shares. You shall be the beneficial owner of the shares of Restricted Stock (after application of Negative Discretion) issued to you on the Conversion Date in settlement of the Units, but the Company shall establish one or more arrangements to hold such Restricted Stock on your behalf until the end of the Additional Vesting Period. During the Additional Vesting Period, (i) you may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Restricted Stock and (ii) the Restricted Stock will be subject to immediate forfeiture by you upon the occurrence of a forfeiture event described in Paragraph 7. Any Restricted Stock that remains outstanding at the end of the Additional Vesting Period shall be recorded either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock certificate representing shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws.

(b) Stockholder Rights. During the Additional Vesting Period, you shall have the right to vote the shares of Restricted Stock. In addition, during the Additional Vesting Period, any declared and paid dividends on the Restricted Stock shall be treated as notional dividend

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equivalents for federal tax purposes. Such notional dividend equivalents shall be paid to you quarterly in cash at the time that dividends are paid to holders of Common Stock (unless the shares of Restricted Stock are forfeited in accordance with the provisions of Paragraph 7).

(c) Amounts to Be Withheld.

(i) FICA Tax Withholding. As of the Vesting Date, you agree that the Company shall withhold on your behalf a sufficient number of shares of Restricted Stock 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 Restricted 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. On the Vesting Date, you also agree that the Company shall withhold on your behalf a sufficient number of shares of Restricted Stock sufficient to satisfy (A) the minimum federal, state, local and foreign income tax withholding obligations that are imposed on the Company by applicable law in respect of the shares of Restricted Stock as of the date of issuance or the Vesting Date, as the case may be, (B) with respect to a U.S. Expatriate, the minimum federal, state and local tax withholding obligations pursuant to Paragraph 4(c)(i) and clause (A) of this Paragraph 4(c)(ii) that would have been imposed on the Company as of the Vesting Date if the Participant were not a U.S. Expatriate, and (C) 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 are to be retained or obtained by the Company pursuant to Paragraph 4(c)(i) and Paragraph 4(c)(ii), as the case may be, does not equal a whole number of shares, the Company shall increase the number of shares for purposes of Paragraph 4(c)(i) and Paragraph 4(c)(ii), as the case may be, to the next whole number of shares. The Fractional Amount shall be remitted by the Company to the taxing authorities on your behalf to be applied to federal, state, local and foreign withholding obligations imposed on the Company with respect to compensation paid to you during the calendar year in which the Vesting Date occurs.

(iv) Valuation. The value of the shares referred to in this Paragraph 4(c) shall be determined, for purposes of satisfying the obligations set forth in this Paragraph 4(c) 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.

5. Separation from Service Other than by Reason of Retirement, Disability or Death; Forfeiture; Default Payment. If you incur a Separation from Service prior to the Conversion Date for any reason other than Retirement, Disability or death, you shall forfeit all rights to all Units granted hereunder and such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such Separation from Service.

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6. Separation from Service Prior to the Conversion Date by Reason of Retirement, Disability or Death.

(a) Retirement. If you incur a Separation from Service prior to the Conversion Date (i) by reason of Retirement 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 Units granted hereunder shall remain outstanding and, subject to Paragraph 6(d), shall be settled in accordance with Paragraphs 3 and 4. The shares of Restricted Stock, if earned, shall be issued as of the Conversion Date and the restrictions thereon shall lapse on the Vesting Date.

(b) Disability, Death. If you incur a Separation from Service prior to the Conversion Date (i) by reason of your 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 Units granted hereunder shall remain outstanding and, subject to Paragraph 6(d), shall be settled in accordance with Paragraph 3, and the shares of Restricted Stock, if earned, shall be issued, in your name as of the Conversion Date and shall be fully vested and nonforfeitable as of that date.

(b) Continuous Employment Requirement. Notwithstanding anything in this Paragraph 6 to the contrary, if you incur a Separation from Service prior to the Conversion Date (i) by reason of Retirement, Disability or death and (ii) 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 Units granted hereunder, and such Units shall, for all purposes of the Plan and this Agreement be deemed terminated and without further force or effect as of the date of such Separation from Service.

(c) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service prior to the Conversion Date by reason of Retirement and following such Separation from Service prior to the Conversion Date you: (i) become or serve as an officer, director, partner or employee of any individual, proprietorship, partnership or corporation or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or render a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company as determined by the Committee or its designee or (ii) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company, you shall forfeit all rights to all Units granted hereunder, 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.

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7. Separation from Service During the Additional Vesting Period.

(a) Other than by Reason of Retirement, Disability or Death; Prohibited Conduct; Forfeiture. If you incur a Separation from Service during the Additional Vesting Period other than by reason of your Retirement, Disability or death, you shall immediately forfeit the shares of Restricted Stock (including, for this purpose, any notional dividend equivalents under Paragraph 4(b)) as of the date of such Separation from Service, unless the Committee, in its discretion, determines that such shares shall vest at the expiration of the Additional Vesting Period.

(b) By Reason of Retirement. If you incur a Separation from Service during the Additional Vesting Period by reason of your Retirement, the Restricted Shares issued in your name under this Agreement shall remain subject to the transfer restrictions described in Paragraph 4(a) and the forfeiture restrictions described in Paragraph 7(d) until the Vesting Date.

(c) By Reason of Death or Disability. If you incur a Separation from Service during the Additional Vesting Period by reason of your death or Disability, the restrictions on the Restricted Stock shall lapse and the shares shall be fully vested as of the date of such Separation from Service.

(d) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service during the Additional Vesting Period by reason of Retirement and following such Separation from Service but prior to the Vesting Date you: (i) become or serve as an officer, director, partner or employee of any individual, proprietorship, partnership or corporation or the owner of a business, or a member of a partnership which conducts a business in competition with the Company as determined by the Committee or its designee or (ii) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company, you shall forfeit immediately all shares of Restricted Stock (including, for this purpose, any additional Restricted Stock granted in respect of dividend equivalents and any unapplied cash amounts under Paragraph 4(b)) as of the date of such determination by the Committee or such designee.

8. Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the Target Award granted hereby shall create any right to continue to be employed by the Company or its 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 8 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

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9. Definitions and Rules of Construction.

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

“Additional Vesting Period” means the period beginning on the Conversion Date and ending on the Vesting Date.

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

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

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

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

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

“Company” means Wyeth.

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

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“Conversion Date” means the date during the 90-day period following the end of the Performance Year on which the Committee makes the determination set forth in Paragraph 3(a).

“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 Administration.

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

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

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

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

“Negative Discretion” means the right and ability of the Committee in its sole and absolute discretion to reduce the award payable to you under this Agreement from the amount of the award otherwise payable to you hereunder based on the Company’s actual performance for the Performance Year. The Committee shall exercise such Negative Discretion within the 90-day period beginning on January 1, 2011 based upon such subjective or objective factors as shall be selected by the Committee for this purpose.

“Payment Date” means the date as of which shares of Common Stock are issued to you in accordance with the terms of this Agreement.

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

“Performance Year” shall mean 2010.

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

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

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“Recoupment Policy” means the Company’s Board of Director’s Policy on Recoupment of Performance-Based Compensation in Restatement Situations, as may be amended from time to time.

“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.

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

“Vesting Date” means 5 p.m. (Eastern time) on the earlier of (i) the first anniversary of the Conversion Date and (ii) in the event of your death or Disability prior to the date described in clause (i), the later of the Conversion Date and the date of your death or Disability, as the case may be.

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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.

10. 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 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; provided, however, that any action or inaction by the Company pursuant to this Paragraph 10(a) with respect to issuance of Units or shares of Commons Stock shall be in accordance with Paragraph 10(c). 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 Restricted 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.

(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3 or its successor under the Exchange Act or other applicable law (including, without limitation, other federal securities laws), issuance of such shares shall be delayed in 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. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

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11. Change of Control.

(a) Vesting. Anything in this Agreement to the contrary notwithstanding, upon a Change of Control, (i) 80% of your Units shares of and Restricted Stock granted to you pursuant to this Agreement shall fully vested and all restrictions thereon shall lapse and (ii) 20% of your Units shall forfeit without further consideration to you. You hereby acknowledge and agree that for all purposes of the 1998 and 2006 change in control severance agreements entered into by and between you and the Company (as amended) and any subsequent replacement agreement therefor, including, without limitation, the calculation of “Stock Option Value” under the 1998 agreement, this award shall be deemed to be an award of 80% of the Target Award.

(b) Settlement of Units. Anything in this Agreement to the contrary notwithstanding, upon such Change of Control, in settlement of any Units outstanding at the time of the Change in Control, one share of Common Stock per Unit shall be issued in your name, except as otherwise provided in Paragraph 11(c).

(c) Cash in Lieu of Shares. In lieu of shares of Common Stock issuable in respect of cancelled Units pursuant to Paragraph 11(b), 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 Paragraph 11(b).

12. Recoupment. Notwithstanding anything to the contrary, if at any time during your employment with the Company you are a Senior Executive (as such term is defined in the Recoupment Policy), your shares of Restricted Stock shall be subject to the Recoupment Policy and adjusted accordingly.

13. 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 PSA

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

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EX-10.5

Exhibit 10.5

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH [                ] STOCK INCENTIVE PLAN

DATE OF GRANT:                     

NUMBER OF RESTRICTED SHARES SUBJECT

TO TARGET AWARD: [####]

Name

Address 1

Address 2

The Company hereby awards you a performance share award consisting of stock units (the “Units”) representing Restricted Shares in the amount set forth above (the “Target Award”). The Units are subject to the terms and restrictions set forth in the Plan and this Agreement. Each Unit corresponds to one share of Restricted Stock. Upon the full or partial satisfaction by the Company of certain performance criteria described in Paragraph 3, the Units shall be converted into Restricted Stock on the terms and conditions set forth herein. Capitalized words not otherwise defined in the text of this Agreement or in Paragraph 9 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. 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 underlying 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 Restricted Stock is first 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 Restricted Shares.

(a) General Rule. At a meeting of the Committee to be held within 90 days after the end of the Performance Year, the Committee shall compare the EPS with the EPS Target for the Performance Year set by the Committee at the beginning of the Performance Year. As of the Conversion Date, the following shall apply: (i) the percentage of Units corresponding to (A) the EPS Target achieved, if any, as set forth on the Performance Grid, and (B) as modified by the TSR Modifier shall be cancelled, (ii) in exchange for such cancelled Units, subject to Paragraphs 4 and 5, 6 or 7, the number of shares of Restricted Stock equal to the number of Units so cancelled shall be issued in your name. All rights with respect to the remaining (unearned) portion of the Target Award shall be forfeited and surrendered to the Company. Notwithstanding anything in this Agreement to the contrary, upon your forfeiture, for any reason, of all rights to all, or a portion of, the Units granted hereunder, such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such forfeiture.

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

4. Delivery of Restricted Stock; Withholding.

(a) Beneficial Ownership; Issuance of Shares. You shall be the beneficial owner of the shares of Restricted Stock issued to you on the Conversion Date in settlement of the Units, but the Company shall establish one or more arrangements to hold such Restricted Stock on your behalf until the end of the Additional Vesting Period. During the Additional Vesting Period, (i) you may not sell, transfer, assign, pledge or otherwise encumber or dispose of the Restricted Stock and (ii) the Restricted Stock will be subject to immediate forfeiture by you upon the occurrence of a forfeiture event described in Paragraph 7. Any Restricted Stock that remains outstanding at the end of the Additional Vesting Period shall be recorded either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock certificate representing shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws.

(b) Stockholder Rights. During the Additional Vesting Period, you shall have the right to vote the shares of Restricted Stock. In addition, during the Additional Vesting Period, any declared and paid dividends on the Restricted Stock shall be treated as notional dividend equivalents for federal tax purposes. Such notional dividend equivalents shall be paid to you quarterly in cash at the time that dividends are paid to holders of Common Stock (unless the shares of Restricted Stock are forfeited in accordance with the provisions of Paragraph 7).

(c) Amounts to Be Withheld.

(i) FICA Tax Withholding. As of the Vesting Date, you agree that the Company shall withhold on your behalf a sufficient number of shares of Restricted Stock 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 Restricted 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.

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(ii) Income Tax and Administrative Fee Withholding. On the Vesting Date, you also agree that the Company shall withhold on your behalf a sufficient number of shares of Restricted Stock sufficient to satisfy (A) the minimum federal, state, local and foreign income tax withholding obligations that are imposed on the Company by applicable law in respect of the shares of Restricted Stock as of the date of issuance or the Vesting Date, as the case may be, (B) with respect to a U.S. Expatriate, the minimum federal, state and local tax withholding obligations pursuant to Paragraph 4(c)(i) and clause (A) of this Paragraph 4(b)(ii) that would have been imposed on the Company as of the Vesting Date if the Participant were not a U.S. Expatriate, and (C) the Administrative Fee determined in accordance with ANNEX C.

(iii) Fractional Amount. Notwithstanding anything in this Agreement to the contrary, to the extent the number of shares to be retained or obtained by the Company pursuant to Paragraph 4(c)(i) and Paragraph 4(c)(ii), as the case may be, does not equal a whole number of shares, the Company shall increase the number of shares for purposes of Paragraph 4(c)(i) and Paragraph 4(c)(ii), as the case may be, to the next whole number of shares. The Fractional Amount remitted by the Company to the taxing authorities on your behalf to be applied to federal, state, local and foreign withholding obligations imposed on the Company with respect to compensation paid to you during the calendar year in which the Vesting Date occurs.

(iv) Valuation. The value of the shares referred to in this Paragraph 4(c) shall be determined, for purposes of satisfying the obligations set forth in this Paragraph 4(c) 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 (the “Market Price”).

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

6. Separation from Service Prior to the Conversion Date by Reason of Retirement, Disability or Death.

(a) Retirement. If you incur a Separation from Service prior to the Conversion Date (i) by reason of Retirement 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 Units granted hereunder shall remain outstanding and, subject to Paragraph 6(d), shall be settled in accordance with Paragraphs 3 and 4. The shares of Restricted Stock, if earned, shall be issued as of the Conversion Date and the restrictions thereon shall lapse on the Vesting Date.

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(b) Disability, Death. If you incur a Separation from Service prior to the Conversion Date (i) by reason of your 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 Units granted hereunder shall remain outstanding and, subject to Paragraph 6(d), shall be settled in accordance with Paragraph 3, and the shares of Restricted Stock, if earned, shall be issued in your name as of the Conversion Date and shall be fully vested and nonforfeitable as of that date.

(c) Continuous Employment Requirement. Notwithstanding anything in this Paragraph 6 to the contrary, if you incur a Separation from Service prior to the Conversion Date (i) by reason of Retirement, Disability or death and (ii) 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 Units granted hereunder, and such Units shall, for all purposes of the Plan and this Agreement be deemed terminated and without further force or effect as of the date of such Separation from Service.

(d) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service prior to the Conversion Date by reason of Retirement and following such Separation from Service prior to the Conversion Date you: (i) become or serve as an officer, director, partner or employee of any individual, proprietorship, partnership or corporation or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or render a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company as determined by the Committee or its designee or (ii) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company, you shall forfeit all rights to all Units granted hereunder, 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. Separation from Service During the Additional Vesting Period.

(a) Other than by Reason of Retirement, Disability or Death; Prohibited Conduct; Forfeiture. If you incur a Separation from Service during the Additional Vesting Period other than by reason of your Retirement, Disability or death, you shall immediately forfeit the shares of Restricted Stock (including, for this purpose, any notional dividend equivalents under Paragraph 4(b)) as of the date of such Separation from Service, unless the Committee, in its discretion, determines that such shares shall vest at the expiration of the Additional Vesting Period.

(b) By Reason of Retirement. If you incur a Separation from Service during the Additional Vesting Period by reason of your Retirement, the Restricted Shares issued in your name under this Agreement shall remain subject to the transfer restrictions described in Paragraph 4(a) and the forfeiture restrictions described in Paragraph 7(d) until the Vesting Date.

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(c) By Reason of Death or Disability. If you incur a Separation from Service during the Additional Vesting Period by reason of your death or Disability, the restrictions on the Restricted Stock shall lapse and the shares shall be fully vested as of the date of such Separation from Service.

(d) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service during the Additional Vesting Period by reason of Retirement and following such Separation from Service but prior to the Vesting Date you: (i) become or serve as an officer, director, partner or employee of any individual, proprietorship, partnership or corporation or the owner of a business, or a member of a partnership which conducts a business in competition with the Company as determined by the Committee or its designee or (ii) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company, you shall forfeit immediately all shares of Restricted Stock (including, for this purpose, any additional Restricted Stock granted in respect of dividend equivalents and any unapplied cash amounts under Paragraph 4(b)) as of the date of such determination by the Committee or such designee.

8. Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the Target Award granted hereby shall create any right to continue to be employed by the Company or its 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 8 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 respective delegates.

9. Definitions and Rules of Construction.

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

“Additional Vesting Period” means the period beginning on the Conversion Date and ending on the Vesting Date.

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

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

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indicated on the Beneficiary designation form, second, using the letter-forwarding service offered by the Internal Revenue Service or the Federal Social Security Administration and third, taking any other action that the Committee deems appropriate. If 90 days after the last such action taken by the Record Keeper, the Record Keeper has not located your Beneficiary, or if you have no Beneficiary (whether due to the death of your Beneficiary or your failure to properly designate your Beneficiary on the appropriate form), your Beneficiary shall be your estate for purposes of issuing the shares of Common Stock due to you under this Agreement.

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

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

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

“Company” means Wyeth.

“Conversion Date” means the date during the 90-day period following the end of the Performance Year on which the Committee makes the determination set forth in Paragraph 3(a).

“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 Administration.

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

“EPS Target” shall be the EPS target amount established by the Committee at a meeting to be held no later than March 1, 2010; provided, however, that if for any reason the Committee shall determine that the EPS Target is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

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

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

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

“Performance Grid” shall be the performance chart established by the Committee at a meeting to be held no later than March 1, 2010, which shall plot the different payout percentage levels at various EPS Targets achieved; provided, however, that if for any reason the Committee shall determine that the Performance Grid is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

“Performance Year” shall mean 2010.

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

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

“Recoupment Policy” means the Company’s Board of Director’s Policy on Recoupment of Performance-Based Compensation in Restatement Situations, as may be amended from time to time.

“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.

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

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“TSR Modifier” means a chart, attached hereto as ANNEX B, established by the Committee at a meeting to be held no later than April 30, 2008, which plots the different modifiers (which may be positive or negative) at TSR Performance Levels achieved; provided, however, that if for any reason the Committee shall determine that the TSR Modifier for the applicable three-year period is not an accurate measure of the Company’s performance for such three-year period, the Committee may, in its discretion, take action to adjust the percentage modifier in a manner that it deems appropriate under the circumstances.

“TSR Performance Level” means the Company’s ranking, based on its Total Shareholder Return, compared to the Total Shareholder Return of each member of the Peer Group for the three-year period from January 1, 2008 to December 31, 2010.

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

“Vesting Date” means 5 p.m. (Eastern time) on the earlier of (i) the first anniversary of the Conversion Date and (ii) in the event of your death or Disability prior to the date described in clause (i), the later of the Conversion Date and the date of your death or Disability, as the case may be.

(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.

10. 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 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; provided, however, that any action or inaction by the Company pursuant to this Paragraph 10(a) with respect to issuance of Units or shares of Common Stock shall be in accordance with Paragraph 10(c). 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

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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 Restricted 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.

(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3 or its successors under the Exchange Act or other 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. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

11. Change of Control.

(a) Vesting. Anything in this Agreement to the contrary notwithstanding, upon a Change of Control, your Units shares of and Restricted Stock of granted to you pursuant to this Agreement shall be fully vested and all restrictions thereon shall lapse.

(b) Settlement of Units. Anything in this Agreement to the contrary notwithstanding, upon such Change of Control, in settlement of any Units outstanding at the time of the Change in Control, one share of Common Stock per Unit shall be issued in your name, except as otherwise provided in Paragraph 11(c).

(c) Cash in Lieu of Shares. In lieu of shares of Common Stock issuable in respect of cancelled Units pursuant to Paragraph 11(b), 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 Paragraph 11(b) or 11(c).

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12. Recoupment. Notwithstanding anything to the contrary, if at any time during your employment with the Company you are a Senior Executive (as such term is defined in the Recoupment Policy), your shares of Restricted Stock shall be subject to the Recoupment Policy and adjusted accordingly.

13. 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

Peer Group

Abbott Laboratories

Bristol-Myers Squibb Company

Eli Lilly and Company

Johnson & Johnson

Merck & Co., Inc.

Pfizer Inc.

Schering-Plough Corporation

A-1

ANNEX B

TSR Modifier

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

B-1

ANNEX C

ADMINISTRATIVE FEE

Wyeth PSA

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

EX-10.6

Exhibit 10.6

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH 2005 AMENDED

AND RESTATED STOCK INCENTIVE PLAN

DATE OF GRANT                     

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

Name

Address 1

Address 2

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

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

• The 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. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

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

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

3. Conversion to Common Stock.

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

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

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

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

(b) Amounts to Be Withheld.

(i) FICA Tax Withholding. As of the Conversion Date, 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.

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(ii) Income Tax and Administrative Fee Withholding. The number of shares of Common Stock that shall be issued to you and delivered as of the Payment Date shall be (A) the number of such shares that would have been issued as of the Payment Date 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/or 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/or 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 year in which such shares are issued and (y) remitted by the Company to the taxing authorities on your behalf to be applied to 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; Forfeiture; Default Payment. If you incur a Separation from Service prior to the Conversion Date for any reason other than Retirement, Disability or death, you shall forfeit all rights to all Units granted hereunder and such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such Separation from Service.

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

(a) Issuance of Shares. If you incur a Separation from Service prior to the Conversion Date (i) 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 Units granted hereunder shall remain outstanding and, subject to Paragraph 6(c), shall be settled in accordance with Paragraph 3 and the shares of Common Stock in settlement of such Units, if earned, shall be issued, in accordance with Paragraph 4, to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the Conversion Date.

(b) Continuous Employment Requirement. Notwithstanding anything in this Paragraph 6 to the contrary, if you incur a Separation from Service prior to the Conversion Date (i) by reason of Retirement, Disability or death and (ii) 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 Units granted hereunder, and such Units shall, for all purposes of the Plan and this Agreement be deemed terminated and without further force or effect as of the date of such Separation from Service.

(c) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service prior to the Conversion Date by reason of Retirement and following such Separation from Service but prior to the Conversion Date you: (i) become or serve as an officer, director, partner or employee of any individual, proprietorship, partnership or corporation or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or render a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company as determined by the Committee or its designee or (ii) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company, you shall forfeit all rights to all Units granted hereunder, 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 Target 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 or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

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8. Definitions and Rules of Construction.

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

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

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

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

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

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

“Company” means Wyeth.

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

“Conversion Date” means the date during the 90-day period following the end of the Performance Year on which the Committee makes the determination set forth in Paragraph 3(a).

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“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 Administration.

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

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

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

“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/or 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/or 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).

“Negative Discretion” means the right and ability of the Committee in its sole and absolute discretion to reduce the award payable to you under this Agreement from the amount of the award otherwise payable to you hereunder based on the Company’s actual performance for the Performance Year. The Committee shall exercise such Negative Discretion within the 90-day period beginning on January 1, 2011 based upon such subjective or objective factors as shall be selected by the Committee for this purpose.

“Payment Date” means the date as of which shares of Common Stock are issued to you in accordance with the terms of this Agreement.

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

“Performance Year” shall mean 2010.

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

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

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“Recoupment Policy” means the Company’s Board of Director’s Policy on Recoupment of Performance-Based Compensation in Restatement Situations, as may be amended from time to time.

“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.

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

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

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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; provided, however, that any action or inaction by the Company pursuant to this Paragraph 9(a) with respect to issuance of Units or shares shall be in accordance with Paragraph 9(c). 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.

(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3 or its successor under the Exchange Act or other applicable law (including, without limitation, other federal securities laws), issuance of such shares shall be delayed in 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. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

10. Change of Control.

(a) Vesting. Upon a Change of Control, 80% of your Units shall fully vest and 20% of your Units shall forfeit without further consideration to you. You hereby acknowledge and agree that for all purposes of the 1998 and 2006 change in control severance agreements entered

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into by and between you and the Company (as amended) and any subsequent replacement agreement therefor, including, without limitation, the calculation of “Stock Option Value” under the 1998 agreement, this award shall be deemed to be an award of 80% of the Target Award.

(b) Issuance. Notwithstanding anything in this Agreement to the contrary, upon such Change of Control, the shares of Common Stock in settlement of your Units shall be issued, except as otherwise provided in Paragraph 10(c), 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) Cash in Lieu of Shares. In lieu of shares of Common Stock issuable pursuant to Paragraph 10(b), 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 Paragraph 10(b).

11. Recoupment. Notwithstanding anything to the contrary, if at any time during your employment with the Company you are a Senior Executive (as such term is defined in the Recoupment Policy), your shares of Common Stock shall be subject to the Recoupment Policy and adjusted accordingly.

12. 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 PSA

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

A-1

EX-10.7

Exhibit 10.7

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH [                ] STOCK INCENTIVE PLAN

DATE OF GRANT:                     

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

Name

Address 1

Address 2

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

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

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

3. Conversion to Common Stock.

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

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

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

(a) Method of Issuance; Time of Delivery; Stockholder Rights. The shares of Common Stock to be issued to you pursuant to this Agreement shall be issued to you, if earned, as of the Conversion Date, subject to Paragraphs 5, 6 or 10, and delivered to you in a lump sum as soon as practicable after the Conversion Date. All shares of Common Stock, if any, earned by you under this Agreement that are to be issued to you as of the Conversion Date shall be delivered either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock certificate representing such shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws. Upon such issuance, you shall be the record owner of such shares and shall be entitled to all of the rights of a stockholder of the Company, including the right to vote and the right to receive dividends.

(b) Amounts to Be Withheld.

(i) FICA Tax Withholding. As of the Conversion Date, 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 Conversion Date shall be (A) the number of such shares that would have been issued as of the Conversion Date in the absence of this Paragraph 4(b) minus (B) the number of whole 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 Conversion Date, (II) the

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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 Conversion Date if the Participant were not a U.S. Expatriate, and (IV) the Administrative Fee determined in accordance with ANNEX C.

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

5. Separation from Service Other than by Reason of Retirement, Disability or Death; Forfeiture; Default Payment. If you incur a Separation from Service prior to the Conversion Date for any reason other than by reason of Retirement, Disability or death, you shall forfeit all rights to all Units granted hereunder and such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such Separation from Service.

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

(a) Issuance. If you incur a Separation from Service prior to the Conversion Date (i) 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 Units granted hereunder shall remain outstanding and, subject to Paragraph 6(c), shall be settled in accordance with Paragraph 3 and the shares of Common Stock in settlement of such Units, if earned, shall be issued, in accordance with Paragraph 4, to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the Conversion Date.

(b) Continuous Employment Requirement. Notwithstanding anything in this Paragraph 6 to the contrary, if you incur a Separation from Service prior to the Conversion Date (i) by reason of Retirement, Disability or death and (ii) as of the date of your Separation from

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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 Units granted hereunder, and such Units shall, for all purposes of the Plan and this Agreement be deemed terminated and without further force or effect as of the date of such Separation from Service.

(c) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service prior to the Conversion Date by reason of Retirement and following such Separation from Service but prior to the Conversion Date you: (i) become or serve as an officer, director, partner or employee of any individual, proprietorship, partnership or corporation or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or render a service (including without limitation, advertising agencies and business consultants) to competitors with any portion of the business of the Company as determined by the Committee or its designee or (ii) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company, you shall forfeit all rights to all Units granted hereunder, 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 Target 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 respective delegates.

8. Definitions and Rules of Construction.

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

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

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

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

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

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

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

“Company” means Wyeth.

“Conversion Date” means the date during the 90-day period following the end of the Performance Year on which the Committee makes the determination set forth in Paragraph 3(a).

“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 Administration.

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

“EPS Target” shall be the EPS target amount established by the Committee at a meeting to be held no later than March 1, 2010; provided, however, that if for any reason the Committee shall determine that the EPS Target is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

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

“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/or 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/or 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).

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

“Performance Grid” shall be the performance chart established by the Committee at a meeting to be held no later than March 1, 2010, which shall plot the different payout percentage levels at various EPS Targets achieved; provided, however, that if for any reason the Committee shall determine that the Performance Grid is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

“Performance Year” shall mean 2010.

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

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

“Recoupment Policy” means the Company’s Board of Director’s Policy on Recoupment of Performance-Based Compensation in Restatement Situations, as may be amended from time to time.

“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.

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

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“TSR Modifier” means a chart, attached hereto as ANNEX B, established by the Committee at a meeting to be held no later than April 30, 2008 which plots the different modifiers (which may be positive or negative) at TSR Performance Levels achieved; provided, however, that if for any reason the Committee shall determine that the TSR Modifier for the applicable three-year period is not an accurate measure of the Company’s performance for such three-year period, the Committee may, in its discretion, take action to adjust the percentage modifier in a manner that it deems appropriate under the circumstances.

“TSR Performance Level” means the Company’s ranking, based on its Total Shareholder Return, compared to the Total Shareholder Return of each member of the Peer Group for the three-year period from January 1, 2008 to December 31, 2010.

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

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

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; provided, however, that any action or inaction by the Company pursuant to this Paragraph 9(a) with respect to issuance of Units or shares shall be in accordance with Paragraph 9(c). 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.

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(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3 or its successors under the Exchange Act or other 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. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

10. Change of Control.

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

(b) Issuance. Notwithstanding anything in this Agreement to the contrary, upon such Change of Control, the shares of Common Stock in settlement of your Units shall be issued, except as otherwise provided in Paragraph 10(c), 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) Cash in Lieu of Shares. In lieu of shares of Common Stock issuable pursuant to Paragraph 10(b), 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 Paragraph 10(b).

11. Recoupment. Notwithstanding anything to the contrary, if at any time during your employment with the Company you are a Senior Executive (as such term is defined in the Recoupment Policy), your shares of Common Stock shall be subject to the Recoupment Policy and adjusted accordingly.

12. 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.

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WYETH
By:
	Treasurer

ACCEPTED AND AGREED TO:

Name (Please Print)

Signature

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ANNEX A

Peer Group

Abbott Laboratories

Bristol-Myers Squibb Company

Eli Lilly and Company

Johnson & Johnson

Merck & Co., Inc.

Pfizer Inc.

Schering-Plough Corporation

A-1

ANNEX B

TSR Modifier

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

B-1

ANNEX C

ADMINISTRATIVE FEE

Wyeth PSA

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

C-1

EX-10.8

Exhibit 10.8

WYETH

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH [        ] STOCK INCENTIVE PLAN

DATE OF GRANT:             , 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. 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 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.

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(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 Third 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 Third 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) 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

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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.

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

“Anniversary Date” means any of the First Anniversary Date, the Second Anniversary Date and the Third 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 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

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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.

“First Anniversary Date” means the date that is the first 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.

“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.

“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.

“Second Anniversary Date” means the date that is the second 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.

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

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“Separation from Service” means a separation from service with the Company and its Affiliates for purposes of Section 409A, 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 third 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.

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

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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 upon 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 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.

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(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-10.9

Exhibit 10.9

WYETH

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH [    ] STOCK INCENTIVE PLAN

DATE OF GRANT:                     

NUMBER OF SHARES SUBJECT

TO AWARD: [####]

Name

Address 1

Address 2

The Company hereby awards you restricted stock units (the “Units”) representing shares of Common Stock in the amount set forth above. The Units are subject to the terms and restrictions set forth in the Plan and this Agreement. Each Unit corresponds to one share of Common Stock. The Units shall be converted into shares of Common Stock on the terms and conditions set forth herein. Capitalized words not otherwise defined in the text of this Agreement or in Paragraph 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. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

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

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

3. Conversion to Common Stock. As of the Conversion Date, the Units shall be converted to Common Stock and issued to you, unless the Units have been forfeited or previously converted as of an earlier Payment 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 shall be delivered either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock certificate representing such shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws. Upon such issuance, you shall be the record owner of such shares and shall be entitled to all of the rights of a stockholder of the Company, including the right to vote and the right to receive dividends. Subject to Paragraph 6, the shares of Common Stock to be issued to you pursuant to this Agreement shall be delivered to you in a lump sum as soon as practicable after the 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 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 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.

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

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 Conversion 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 Units granted hereunder 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 Conversion Date by reason of Retirement, Disability or death and (ii) 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 Units granted hereunder, and such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such Separation from Service.

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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. The following terms have the meanings set forth below:

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

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

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

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

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

“Company” means Wyeth.

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“Conversion 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 shares of Common Stock are issued to you in accordance with the terms of this Agreement.

“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.

“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 the Conversion 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.

“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.

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“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.

“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.

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 Committee 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

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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 upon 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 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.

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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-10.10

Exhibit 10.10

[Wyeth Letterhead]

April 24, 2008

Mikael Dolsten, M.D., Ph.D.

Dear Mikael:

It is my pleasure to confirm our employment offer for the position of President, Wyeth Research and Senior Vice President, Wyeth reporting to Bernard Poussot, President and CEO, Wyeth. The starting salary for this position is $31,250.00 semi-monthly (which equates to an annual salary of $750,000.00) which may be increased from time to time.

In addition to your salary, for the 2008 performance year you will be eligible to participate in the Corporate Executive Discretionary Performance Incentive Award Program (P.I.A). The P.I.A. Program is designed to provide a cash incentive award to eligible exempt employees who meet certain performance criteria. For the performance year 2008, you will be paid an award of not less than $750,000 payable at the same time as our senior most executives are paid their annual incentive awards (typically February 2009). Beginning with the 2009 performance year, you will be eligible to participate in the Wyeth Executive Incentive Plan (EIP) which is our stockholder approved executive bonus plan in which our top executive officers participate. The EIP is generally a discretionary plan under which each executive is evaluated based on his individual performance and contribution to overall Company performance.

You will also be eligible for an award under the Long Term Incentive Program consisting of 51,250 Performance Share Units for the performance year 2009, approved by the Compensation and Benefits Committee of the Board of Directors at its meeting today and 51,250 Performance Share Units for the performance year 2010, approved by the Compensation and Benefits Committee of the Board of Directors at its meeting today and an Employment Stock Option grant of 52,000 shares of Wyeth Common Stock, with an option price equal to the closing price of Wyeth Common Stock on your start date also approved by the Compensation and Benefits Committee of the Board of Directors at its meeting today. All of the aforementioned are subject to the provisions of a Company Stock Incentive Plan (the “Plan”) and the individual award agreements under which your awards are granted. The terms and the related performance year of your Performance Share Units will be set forth in your Performance Share Award Agreement approved by the Committee, but generally you will be eligible to earn from 0% to 200% of the number of shares of Wyeth Common Stock subject to the award depending upon the Company’s future financial performance in the related performance year. Your Option will become exercisable in equal annual installments on each of the three consecutive anniversaries of the grant date in accordance with the provisions of the Plan and the Stock Option Agreement. Generally, you must be continuously employed with the Company for two years in order to become eligible to exercise any portion of your Option. The option price for your Option will be the fair market value, as defined by the Plan, of the Company’s Common Stock on the date the Option is granted.

The Company Stock Incentive Plan under which your award will be made will be determined at the time of grant. Enclosed for your reference is the 2005 Amended and Restated Stock Incentive Plan.

Shortly after your start date with the Company, you will be provided with a Change of Control Agreement; the terms of which will be explained to you at that time. In addition, if your employment with the Company is terminated by the Company for any reason other than (i) gross misconduct, (ii) theft, (iii) conviction of a felony, or (iv) under circumstances that would entitle you to any payment under any Change of Control Agreement, in exchange for your execution of a valid waiver and release, on a form provided by Wyeth, Wyeth will provide you with a severance benefit equal to two

times your base salary, at the rate in effect on the date immediately prior to your termination. Your severance benefit will be paid monthly over a 24-month period following such a termination; provided, however, that if you are a “Specified Employee” as such term is defined in the above referenced performance share unit award agreements on your termination date, no severance payments will be made until the first day of the 7^th month following your termination and you will receive on such date a payment equal to 7 months of base salary (7/24^th of your total severance) and the balance of your severance benefit will be paid in equal portions monthly thereafter,

As discussed, you are eligible for relocation assistance in accordance with Company policy. Under our relocation policy, generally applicable to senior executives, you are eligible to receive relocation benefits through August 2009. In addition, a maximum of $75,000.00 can be used for temporary housing and related expenses, including but not limited to commuting/travel expenses.

We are proud of the benefits offered to our employees. An overview of the benefits the Company offers to employees is attached. We will review all of the benefit plans and options with you in greater detail as part of the New Employee Orientation Program.

This offer of employment is expressly contingent upon your execution of the attached Confidentiality, Inventions and Non-Compete Agreement. You and Wyeth agree and acknowledge that the confidentiality provisions of the Confidentiality, Inventions and Non-Compete Agreement shall not apply to information that is available to the public (other than information which becomes available to the public by a breach of such agreement by you) or otherwise known to persons in the industry generally. In addition, your employment is also contingent upon verification of your employment history and education and reference checks. You are expected to complete a pre-placement drug screening test, medical examination and medical inquiry within 30 days prior to your first day of employment which shall occur no later than July 29, 2008.

Please sign and return the enclosed duplicate copy of this letter, the Confidentiality, Inventions and the Non-Compete Agreement to confirm your acceptance of our offer. In addition, please read the enclosed Code of Conduct, Securities Transactions Policy and Antitrust Guidelines booklets thoroughly and sign and return the attached Certificates of Compliance. Failure to timely execute and return these documents may be viewed as a rejection of the Company’s offer of employment.

If you have any questions regarding this offer or any of the enclosed materials, please do not hesitate to contact me at (973) 660-5258. Bernard Poussot and I would like to welcome you to Wyeth.

Sincerely,

/s/ Denise M. Peppard

Denise M. Peppard

Senior Vice President

Human Resources

DMP:jdv

cc: Bernard Poussot

Accepted: /s/ Mikael Dolsten Date:   04/29/2008

EX-10.11

Exhibit 10.11

CONSULTING AGREEMENT

CONSULTING AGREEMENT, dated as of July 31, 2008 (this “Agreement”), by and between Wyeth, a Delaware Corporation (the “Company”), Ruffolo Consulting, LLC (“Consulting LLC”), and Dr. Robert R. Ruffolo (“Consultant”). The Company, Consulting LLC, and Consultant are hereinafter collectively referred to as the “Parties” and individually as a “Party.”

The Company makes this Agreement with Consulting LLC and Consultant for the purpose of retaining the services of Consultant. This contract is expressly made conditional on Consultant’s assent to, and strict compliance with, all of the terms and conditions stated below. Each of the following terms and conditions is essential to the essence of the agreement between the Parties.

1. The term of this Agreement, and the period within which the services are to be rendered under this Agreement, shall commence as of August 1, 2008 and, unless terminated sooner as provided herein, shall continue during the period ending on July 31, 2009 (the “Initial Term”); provided, that following the Initial Term, the term of this Agreement shall continue for additional one-year terms at the Company’s election (each, a “Subsequent Term” and, together with the Initial Term, the “Term”). The Agreement may be terminated at any time during the Term by any Party upon ninety (90) days prior written notice to Consulting LLC or the Consultant, if by the Company or to the Company, if by Consulting LLC or the Consultant; provided, that if Consultant violates the provisions contained in paragraphs 4 or 6 below, the Company may terminate this Agreement immediately without prior written notice to Consulting LLC or the Consultant.

During the Term, Consultant shall be available upon reasonable notice given by the Company to consult with and advise the Company on, and perform tasks relating to, such matters within his expertise as the Company may reasonably request from time to time, including but not limited to:

• Assistance to the Company and its counsel in regard to any regulatory matters or litigation pending during the Term or at the time of Consultant’s termination of employment or subsequently initiated involving matters of which Consultant has particular knowledge as a result of Consultant’s consulting relationship or prior employment with the Company; such assistance may include, but is not limited to, answering any inquiries the Company may have or receive regarding the execution of Consultant’s current or past duties for the Company, acting as a resource person in matters relevant to his knowledge and experience with the Company, providing information and answers in response to interrogatories or other discovery, giving sworn statements and testifying in arbitrations, depositions and/or trials, and Consultant committing to make himself available, upon reasonable notice, to meet with the Company and its attorneys to adequately prepare for any and all proceedings associated with pending or threatened litigation or arbitration involving the Company;

• New products and/or licensing matters;

• Candidate assessment; and

• Transition support for a new President Research.

Consultant’s services hereunder shall be on an as needed basis at the direction of the Chief Executive Officer of the Company or his designee and Consultant shall devote such time to performance of his services hereunder as shall be required to accomplish the tasks and duties assigned to him; provided, however, that Consultant’s services shall be limited to no more than 20% of the average level of services performed by him over the thirty-six (36) months prior to his termination of employment with the Company.

2. During the Initial Term, the Company will pay to Consulting LLC consulting fees consisting of $25,000 per month for Consultant’s services hereunder. During each Subsequent Term, as applicable, the Company will pay to Consulting LLC consulting fees for Consultant’s services hereunder at a mutually agreed upon daily rate for actual services rendered on an as needed basis. Consulting fees shall be paid by the Company to Consulting LLC monthly in arrears no later than the end of each month during the Initial Term and the end of the month following each month for which services were performed during any Subsequent Term. In addition, the Company shall reimburse Consulting LLC for all reasonable and necessary expenses actually incurred by Consultant directly in connection with the business affairs of the Company and the performance of his services hereunder, upon presentation of proper receipts or other proof of expenditure and subject to such reasonable guidelines, reporting requirements or limitations communicated by the Company to Consultant in advance of the incurrence of any such expenditures. Consultant shall also be entitled to receive, as a separately identified payment an annual, incentive compensation award for 2008 (pro-rated for the period of Consultant’s employment with the Company during 2008), in an amount determined by the Compensation and Benefits Committee of Board of Directors of the Company in its sole discretion, in accordance with the terms of the Company’s Executive Incentive Plan. Such award, if any, shall be paid to Consultant in a lump sum in 2009 at the same time as the Company’s named executive officers are paid their 2008 annual cash incentive awards under the Executive Incentive Plan (typically February of 2009).

3. In the performance of his services, Consultant’s relationship to the Company shall be solely that of an independent contractor to provide services. In this capacity, Consultant will not be an employee of the Company and the Company will not be responsible for withholding federal income or social security taxes from the fees paid.

4. During the Term, Consultant shall not, directly or indirectly, (i) solicit or encourage any employee of the Company to leave the employment of the Company or (ii) solicit or otherwise attempt to establish for himself or any other person, firm or entity any business relationship, respecting any business that is one of the businesses conducted by the Company or reasonably related thereto, with any person, firm or entity which, at any time during the Term is or during the twelve-month period preceding the date of the Consultant’s termination of employment, was a significant customer, client or distributor of the Company (in each case, excluding any end-user of a Company product (e.g. retail customer or client)) or any of its subsidiaries, except during the Term with and on behalf of the Company.

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

6. During the Term, Consultant shall not, directly or indirectly, engage in, become employed by, serve as an agent or consultant to, or become a partner, principal or stockholder of any partnership, corporation or other entity that directly or indirectly competes with the business of the Company or any of its subsidiaries in any county within the United States or any comparable geographical area outside the United States in which the Company or any of its subsidiaries is then engaged in such business; provided that the Consultant’s passive ownership of less than 1% of the outstanding voting shares of any publicly traded company, which otherwise would be prohibited under this Section 6, shall not constitute competition with the Company.

7. In performing services under this Agreement, Consultant agrees to comply with provisions of the Company’s Code of Conduct, including, without limitation, the Company’s Securities Transactions Policy (the “Policy”). Without limiting the applicability of the preceding sentence, Consultant also acknowledges and agrees that until August 31, 2008, Consultant shall be subject to the requirement to obtain pre-clearance before engaging in any transaction involving Wyeth Securities (as defined in the Policy) as though he were a Senior Executive and Director (as defined in the Policy).

8. At the end of the Term, (i) Consultant shall return to the Company all documents, materials or information provided to or developed by Consultant in connection with Consultant’s performance under this Agreement or certify in writing as to their destruction and (ii) the Company shall promptly pay to Consulting LLC all consulting fees for services properly rendered by Consultant hereunder and reimburse Consulting LLC for all expenses properly incurred by Consultant hereunder, in each case, prior to the end of the Term, provided Consulting LLC or Consultant properly submits and documents in one or more invoices, as required herein, such services and expenses. After payment for all services properly rendered hereunder and reimbursement for all expenses properly incurred hereunder prior the end of the Term, the Company shall have no further obligation hereunder and neither Consulting LLC nor Consultant shall not be entitled to any severance or termination pay or damages for termination of this Agreement.

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9. This Agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of New Jersey without giving effect to the conflict of laws rules thereof to the extent that the application of the law of another jurisdiction would be required thereby. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect applicable to disputes involving independent contractors. Judgment may be entered on the arbitrator’s award in any court having jurisdiction; provided that Consulting LLC and Consultant shall be entitled to seek specific performance of Consulting LLC’s and the Consultant’s right to be paid until the end of the Term during the pendency of any dispute or controversy arising under or in connection with this Agreement. In the determination of the arbitrator’s award, the process shall follow the rules for “baseball arbitration”, as follows: each Party to the dispute or controversy shall submit to the arbitrator and exchange with each other, within the time agreed by the Parties or prescribed by the arbitrator, written proposals, with each such Party’s last, best offer for the amount of money damages they would offer or demand, respectively, in settlement of all issues subject to the dispute or controversy. In rendering the award, the arbitrator shall be limited to selecting only one of the two proposals submitted by the Parties, and the Parties to such dispute or controversy shall be required to accept the determination of the arbitrator, without rights to appeal such determination. In selecting the arbitrator, each of the Company and Consulting LLC or Consultant would select one person to serve as arbitrator, who would have to be accepted by the other Party (such acceptance not to be unreasonably withheld). Once the two arbitrators had been selected, they would select a third arbitrator, who would have no affiliation to either of them or either party. And such third arbitrator shall be the arbitrator who determines the claim presented for arbitration.

10. It is the desire of the Parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under applicable law. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby. In the event that any provision of this Agreement is invalid, illegal or unenforceable in accordance with its terms, Consulting LLC, the Consultant and the Company agree that such provisions shall be reformed to make such sections enforceable, in a manner which provides the Company with the maximum rights permitted at law. This Agreement may not be modified or amended except by a written document signed by an authorized person on behalf of each Party.

11. This written Agreement constitutes the entire and complete agreement between the Parties concerning the services described herein. This Agreement supersedes all prior and collateral communications and understandings between the Parties with respect to the consulting services. It is agreed that there are no terms, conditions or understandings relating to the consulting relationship other than as set forth herein. For the avoidance of doubt, the parties agree and acknowledge that the restrictive covenants contained herein are in addition to, and shall be construed to supplement rather than supplant any restrictive covenants contained in any agreement entered into by and between the Company and the Consultant prior to the date hereof in connection with the Consultant’s provision of services as an employee or otherwise to the Company and accordingly, the covenants contained herein shall not be interpreted to modify, alter or amend any such prior restrictive covenant.

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12. It is agreed that no failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. No Party may assign or transfer, in whole or in part, any of its rights, obligations or duties under this Agreement.

13. Notices under this Agreement shall be transmitted to the address for notices specified below or such other address as a Party shall designate to the other Party in writing. Notices shall be deemed to have been given as of the date such notice is (a) delivered to the Party intended, (b) delivered to the then designated address of the Party intended, or (c) sent by nationally recognized overnight courier or by United States Certified Mail, return receipt requested, postage prepaid and addressed to the then designated address of the Party intended.

Wyeth

Five Giralda Farms

Madison, New Jersey 07940

Telephone: 973-660-5000

Attention: Senior Vice President - Human Resources

Consultant and Consulting LLC

The last address for Consultant on the Company’s books.

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IN WITNESS WHEREOF, the parties hereto have caused this Consulting Agreement to be executed as of the date first written above.

WYETH
By:	/s/    Mikael Dolsten
Name:	Mikael Dolsten, M.D., Ph.D.
Title:	President, Wyeth Research & Development and Senior Vice President, Wyeth
RUFFOLO CONSULTING, LLC
By:	/s/    Robert R. Ruffolo
Name:	Dr. Robert R. Ruffolo
Title:
/s/    Robert R. Ruffolo
Name:	Dr. Robert R. Ruffolo

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EX-10.12

Exhibit 10.12

WYETH

DEFERRED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH 2008 NON-EMPLOYEE

DIRECTOR STOCK INCENTIVE PLAN

[Name and Address of Grantee] (the “Grantee”) DATE OF GRANT:

NUMBER OF DEFERRED STOCK UNITS:

1. Grant of Deferred Stock Unit Award. Wyeth, a Delaware corporation (the “Company”), pursuant to its 2008 Non-Employee Director Stock Incentive Plan (the “Plan”), hereby grants to the Grantee the number of Deferred Stock Units specified above (the “Deferred Stock Unit Award”). Each Deferred Stock Unit shall represent the right to receive one share of Stock subject to the terms and conditions set forth herein, as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Deferred Stock Unit Award Agreement (this “Agreement”), the Plan shall govern and control.

2. Vesting Schedule. Subject to the Grantee’s continued Board Membership through the applicable vesting date, the Deferred Stock Unit Award shall become fully vested on the earlier of (i) the date that is twelve (12) months from the Date of Grant, or (ii) the day immediately prior to the next Annual Meeting following the Date of Grant; provided, however, that no portion of the Deferred Stock Unit Award shall become vested prior to the date upon which the Grantee has completed two years of continuous Board Membership following the Grantee’s election to the Board. Notwithstanding the foregoing, and subject to applicable laws, the Deferred Stock Unit Award set forth in this Agreement shall become immediately vested upon the occurrence of a Change in Control solely to the extent provided in Section 13 hereof.

3. Accelerated Vesting and Forfeiture of Deferred Stock Unit Award Upon Termination of Board Membership. In the event that the Grantee dies or incurs a Termination of Board Membership on account of the Grantee’s Mandatory Retirement, and if the Grantee has completed at least two years of continuous Board Membership, all unvested Deferred Stock Units granted under this Agreement and held by the Grantee as of such termination date shall immediately become fully vested. In the event that the Grantee incurs a Termination of Board Membership for any other reason, all unvested Deferred Stock Units granted under this Agreement and held by the Grantee as of such termination date shall immediately expire and be forfeited without further consideration to the Grantee.

4. Payment Election. The Deferred Stock Unit Award granted under this Agreement shall be distributed following the Grantee’s death or Termination of Board Membership in accordance with (i) the Grantee’s 2006 Standing Election, (ii) a more recent standing election, or (iii) the most recent Payment Election Modification Form applicable to this

Deferred Stock Unit Award. The Grantee may elect to change the time or form of payment for any future Deferred Stock Unit Award by filing with the Company a Payment Election Modification Form, in a form provided by the Company. The most recent Payment Election Modification Form (or, if none, the 2006 Standing Election or more recent standing election) will remain in effect until the Grantee files in accordance with this Agreement, a Payment Election Modification Form. A Payment Election Modification Form may be filed at any time prior to, and must be filed no later than, December 31, or such earlier date prescribed by the Committee, of the calendar year prior to the calendar year of the date of grant of the Deferred Stock Unit Award with respect to which the modification is to be effective and will become irrevocable as of such December 31 or earlier date. Any such Payment Election Modification Form shall apply to all of the Grantee’s deferred stock unit awards granted in calendar years subsequent to the calendar year of filing of such election, unless and until a new Payment Election Modification Form is filed with the Company. If the Grantee submits a completed Payment Modification Election Form that is not timely or makes a distribution election not otherwise permitted by the Plan, such form will be disregarded, such new election will be ineffective and the Grantee’s election in effect at the time that the Grantee submitted such form will remain in effect. Any election pursuant to this Section 4 may be changed before the last permissible date for filing such election.

5. Deferred Unit Account. On the Date of Grant, the Company shall credit the Grantee’s previously established Deferred Unit Account with the number of Deferred Stock Units attributable to the Deferred Stock Unit Award.

6. Contribution of Stock to Trust. On the Date of Grant, the Company shall contribute to the Trust for the benefit of the Grantee a number of shares of Stock equal to the number of Deferred Stock Units granted to the Grantee pursuant to the Deferred Stock Unit Award. The Company shall instruct the Trustee to allocate the number of shares of Stock attributable to the Deferred Stock Unit Award to the Grantee’s previously established Deferred Stock Account. Stock held in the Deferred Stock Account (including, without limitation, Dividend Equivalents) shall be subject to vesting to the same extent that the Deferred Stock Unit Award is subject to vesting. Upon forfeiture of all or a portion of the Deferred Stock Unit Award as provided in Section 3 above, the corresponding number of shares of Stock held in the Deferred Stock Account shall be forfeited and returned to the Company.

7. Dividend Equivalents. 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 the Grantee’s Deferred Unit Account. From time to time, the Company shall deduct the value of full and/or fractional shares of Stock, as determined by the Committee, from the Grantee’s Deferred Unit Account and contribute such full and/or fractional shares of Stock to the Grantee’s Deferred Stock Account in the Trust. Dividend Equivalents and shares of Stock attributable to such Dividend Equivalents shall be subject to forfeiture in the same manner as the Deferred Stock Unit Award and, to the extent not forfeited, paid to the Grantee in the same form and at the same time as the shares of Stock subject to this Deferred Stock Unit Award.

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8. Payment of Deferred Stock Unit Awards.

(a) The shares of Stock attributable to this Deferred Stock Unit Award (including shares attributable to converted Dividend Equivalents) shall be held in the Trust until the Grantee’s death or Termination of Board Membership. Following such Termination of Board Membership for any reason, the shares of Stock held in the Grantee’s Deferred Stock Account attributable to the vested Deferred Stock Units granted hereunder (including shares attributable to converted Dividend Equivalents), and all vested amounts then credited to such Grantee’s Deferred Unit Account that have not yet been converted into shares of Stock, shall be distributed by the Trustee to the Grantee, 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 the Grantee pursuant to Section 4 hereof. Upon the death of a Grantee, undistributed vested shares of Stock attributable to this Deferred Stock Unit Award (including shares attributable to converted Dividend Equivalents), and all vested amounts then credited to such Grantee’s Deferred Unit Account that have not yet been converted into shares of Stock, shall be distributed in a lump sum to the Grantee’s estate or beneficiary, as applicable (net of required withholding for federal, state, local and foreign taxes, if any), disregarding the election pursuant to Section 4 hereof, on the first day of the month following the Grantee’s death.

(b) Notwithstanding anything herein to the contrary, (i) to the extent that the distribution of this Deferred Stock Unit Award is made on account of the Grantee’s Termination of Board Membership during the period beginning on the Grantee’s Termination from Board Membership and ending on the six-month anniversary of such date and (ii) at the time of such Termination of Board Membership, the Grantee is a Specified Employee (within the meaning of Section 409A(a)(2)(b)(1) of the Internal Revenue Code of 1986, as amended, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect), then such distribution shall be delayed until the first day of the month following the six-month anniversary of the Termination of Board Membership.

9. No Right to Board Membership. This Agreement does not confer upon the Grantee any right to remain a member of the Board, nor confer any obligation on the part of the Company or the Board to nominate the Grantee for re-election by the Company’s stockholders.

10. Non-Transferability. The Deferred Stock Unit Award may not be assigned or transferred, pledged or sold prior to its delivery to the Grantee or, in the case of the Grantee’s death, to the Grantee’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the transfer of the Deferred Stock Unit Award for estate planning purposes shall be allowed in accordance with applicable law.

11. Government and Other Regulations.

(a) 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 11, the Company shall be under no obligation to offer to sell or to sell and shall be prohibited

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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. Accordingly, if the Committee reasonably anticipates that payment of any Deferred Stock Unit Award would violate Federal securities laws or any other applicable law, the Committee may, in its discretion, delay payment; provided that such delay is effected in a manner that will not result in the imposition on any person of taxes, interest or penalties under Section 409A. In the event of such delay, the payment of the Awards in Stock shall be made as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation of applicable law or imposition of taxes.

(b) 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.

12. Change in Capital Structure. This Agreement and the number of Deferred Stock Units subject to this Deferred Stock Unit Award shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number or kind of a share of Stock or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or other consideration subject to this Deferred Stock Unit Award 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 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, the Grantee, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan.

13. Change in Control. In the event of a Change in Control, notwithstanding the vesting schedule set forth above, or any other limitation on vesting, (i) all unvested Deferred Stock Units subject to this Deferred Stock Unit Award shall immediately become 100% vested and the forfeiture provisions thereon shall lapse and (ii) the shares of Stock attributable to the Grantee’s Deferred Stock Unit Award (including shares attributable to Dividend Equivalents) shall be distributed in accordance with Section 8, unless the Change in Control is a Section 409A Change in Control Event. On the day following such Section 409A Change in Control Event, any outstanding Deferred Stock Unit Awards shall be cancelled and the Grantee shall receive, on the first day following such Change in Control, in a lump sum:

(a) the cash value (based upon the highest price per share of Stock received or to be received by the Stockholders of the Company in connection with such Change in Control) of the shares of Stock attributable to such Deferred Stock Unit

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Awards (including shares attributable to converted Dividend Equivalents) (net of required withholding for federal, state, local and foreign taxes, if any); and

(b) the cash value (determined in accordance with the Plan) of any Dividend Equivalents then credited to the Grantee’s Deferred Unit Account which have not yet been converted into shares of Stock and contributed to the Trust (net of required withholding for federal, state, local and foreign taxes, if any).

14. Administration. Subject to the express provisions of the Plan, this Agreement and the Plan are to be interpreted and administered by the Committee, whose determination shall be final. The Committee shall not have the right to amend this Deferred Stock Unit Award without the consent of the Grantee, except to the extent that the Committee determines such amendment to be necessary to ensure compliance with Section 409A and such amendment may be effected in a manner that complies with Section 409A. The Committee shall not have the discretionary authority to accelerate or delay the time of payment of the shares of Stock attributable to a Grantee’s Deferred Stock Unit Award, except to the extent that any such acceleration or delay may be effected in a manner that complies with Section 409A.

15. Governing Law. This Agreement shall be governed by the laws of the State of Delaware and in accordance with such federal law as may be applicable.

[Signatures to follow on next page]

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THE UNDERSIGNED GRANTEE ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF THE DEFERRED STOCK UNIT AWARD UNDER THIS AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AGREEMENT AND THE PLAN.

WYETH

Chief Executive Officer

Accepted and agreed to:

Name (please print)

Signature

EX-10.13

Exhibit 10.13

WYETH

DEFERRED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH 2008 NON-EMPLOYEE

DIRECTOR STOCK INCENTIVE PLAN

[Name and Address of Grantee] (the “Grantee”) DATE OF GRANT:

NUMBER OF DEFERRED STOCK UNITS:

1. Grant of Deferred Stock Unit Award. Wyeth, a Delaware corporation (the “Company”), pursuant to its 2008 Non-Employee Director Stock Incentive Plan (the “Plan”), hereby grants the Grantee the number of Deferred Stock Units specified above (the “Deferred Stock Unit Award”). Each Deferred Stock Unit shall represent the right to receive one share of Stock subject to the terms and conditions set forth herein, as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Deferred Stock Unit Award Agreement (this “Agreement”), the Plan shall govern and control.

2. Vesting Schedule. Subject to the Grantee’s continued Board Membership through the applicable vesting date, the Deferred Stock Unit Award shall become fully vested on the date that is twelve (12) months and thirty (30) days following the Date of Grant; provided, however, that no portion of the Deferred Stock Unit Award shall become vested prior to the date upon which the Grantee has completed two years of continuous Board Membership following the Grantee’s election to the Board. Notwithstanding the foregoing, and subject to applicable laws, the Deferred Stock Unit Award set forth in this Agreement shall become immediately vested upon the occurrence of a Change in Control solely to the extent provided in Section 13 hereof.

3. Accelerated Vesting and Forfeiture of Deferred Stock Unit Award Upon Termination of Board Membership. In the event that the Grantee dies or incurs a Termination of Board Membership on account of the Grantee’s Mandatory Retirement, and if the Grantee has completed at least two years of continuous Board Membership, all unvested Deferred Stock Units granted under this Agreement and held by the Grantee as of such termination date shall immediately become fully vested. In the event that the Grantee incurs a Termination of Board Membership for any other reason, all unvested Deferred Stock Units granted under this Agreement and held by the Grantee as of such termination date shall immediately expire and be forfeited without further consideration to the Grantee.

4. Payment Election. No later than thirty (30) days following the Date of Grant, the Grantee shall make an Initial Election by filing with the Company an initial Payment Election Form, in a form provided by the Company, indicating whether the payment of the Deferred Stock Unit Award, if vested, upon the Grantee’s death or Termination of Board

Membership is to be made in a lump sum or in a series of 2 to 10 substantially equal annual installments and the time of payment. If the Grantee fails to file a timely Payment Election Form or makes a payment election that is invalid or not otherwise permitted by the Plan, the Deferred Stock Unit Award, by default, shall be distributed, to the extent then vested, in a lump sum on the first day of the month following the death or Termination of Board Membership of the Grantee (the “Default Election”). The Initial Election (or the Default Election, if applicable) shall be a standing election and shall apply to the Deferred Stock Unit Award granted under this Agreement and, unless such standing election is modified, to all of the Grantee’s subsequent Deferred Stock Unit Awards. The Grantee may elect to change the time and form of payment for any future Deferred Stock Unit Award by filing with the Company a Payment Election Modification Form, in a form provided by the Company, with the Company. A Payment Election Modification Form must (i) be in accordance with the Plan, and (ii) be made in writing and filed no later than December 31, or such earlier date prescribed by the Committee, in the calendar year prior to the calendar year in which the Deferred Stock Unit Award with respect to which the modification shall be effective is granted. Any such Payment Election Modification Form shall apply to all of the Grantee’s Deferred Stock Unit Awards granted in calendar years subsequent to the filing of such election, unless and until a new Payment Election Modification Form is filed with the Company. An Initial Election pursuant to this Section 4 shall be in accordance with the Applicable Transition Relief and shall not apply if the Deferred Stock Unit Award would otherwise be distributable in the calendar year in which the election is made. An election pursuant to this Section 4 shall become irrevocable on the last permissible date for making such election but may be changed at any time before such date. “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.

5. Deferred Unit Account. On the Date of Grant, the Company shall establish a Deferred Unit Account for the Grantee and shall credit such newly established Deferred Unit Account with the number of Deferred Stock Units attributable to the Deferred Stock Unit Award.

6. Contribution of Stock to Trust. On the Date of Grant, the Company shall contribute to the Trust for the benefit of the Grantee a number of shares of Stock equal to the number of Deferred Stock Units granted to the Grantee pursuant to the Deferred Stock Unit Award. The Company shall instruct the Trustee to establish a Deferred Stock Account for the Grantee and allocate the number of shares of Stock attributable to the Deferred Stock Unit Award to such newly established Deferred Stock Account. Stock held in the Deferred Stock Account (including, without limitation, Dividend Equivalents) shall be subject to vesting to the same extent that the Deferred Stock Unit Award is subject to vesting. Upon forfeiture of all or a portion of the Deferred Stock Unit Award as provided in Section 3 above, the corresponding number of shares of Stock held in the Deferred Stock Account shall be forfeited and returned to the Company.

7. Dividend Equivalents. The Company shall withhold cash dividends payable on the shares of Stock held in the Trust and, on each date that cash dividends are

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otherwise payable to the holders of Stock, the Company shall credit the Dividend Equivalents to the Grantee’s Deferred Unit Account. From time to time, the Company shall deduct the value of full and/or fractional shares of Stock, as determined by the Committee, from the Grantee’s Deferred Unit Account and contribute such full and/or fractional shares of Stock to the Grantee’s Deferred Stock Account in the Trust. Dividend Equivalents and shares of Stock attributable to such Dividend Equivalents shall be subject to forfeiture in the same manner as the Deferred Stock Unit Award and, to the extent not forfeited, paid to the Grantee in the same form and at the same time as the shares of Stock subject to this Deferred Stock Unit Award.

8. Payment of Deferred Stock Unit Awards.

(a) The shares of Stock attributable to this Deferred Stock Unit Award (including shares attributable to converted Dividend Equivalents) shall be held in the Trust until the Grantee’s death or Termination of Board Membership. Following such Termination of Board Membership for any reason, the shares of Stock held in the Grantee’s Deferred Stock Account attributable to the vested Deferred Stock Units granted hereunder (including shares attributable to converted Dividend Equivalents), and all vested amounts then credited to such Grantee’s Deferred Unit Account that have not yet been converted into shares of Stock, shall be distributed by the Trustee to the Grantee, 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 the Grantee pursuant to the Grantee’s Payment Election Form or Default Election, as applicable. Upon the death of a Grantee, undistributed vested shares of Stock attributable to this Deferred Stock Unit Award (including shares attributable to converted Dividend Equivalents), and all vested amounts then credited to such Grantee’s Deferred Unit Account that have not yet been converted into shares of Stock, shall be distributed in a lump sum to the Grantee or the Grantee’s estate or beneficiary, as applicable (net of required withholding for federal, state, local and foreign taxes, if any), disregarding the election pursuant to Section 4 hereof, on the first day of the month following the Grantee’s death.

(b) Notwithstanding anything herein to the contrary, (i) to the extent that the distribution of this Deferred Stock Unit Award is made on account of the Grantee’s Termination of Board Membership during the period beginning on the Grantee’s Termination from Board Membership and ending on the six-month anniversary of such date and (ii) at the time of such Termination of Board Membership, the Grantee is a Specified Employee (within the meaning of Section 409A(a)(2)(b)(1) of the Internal Revenue Code of 1986, as amended, as determined in accordance with the uniform methodology and procedures adopted by the Company and then in effect), then such issuance shall be delayed until the first day of the month following the six-month anniversary of the Termination of Board Membership.

9. No Right to Board Membership. This Agreement does not confer upon the Grantee any right to remain a member of the Board, nor confer any obligation on the part of the Company or the Board to nominate the Grantee for re-election by the Company’s stockholders.

10. Non-Transferability. The Deferred Stock Unit Award may not be assigned or transferred, pledged or sold prior to its delivery to the Grantee or, in the case of the Grantee’s death, to the Grantee’s legal representative or legatee or such other person designated

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by an appropriate court; provided, however, that the transfer of the Deferred Stock Unit Award for estate planning purposes shall be allowed in accordance with applicable law.

11. Government and Other Regulations.

(a) 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 11, 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. Accordingly, if the Committee reasonably anticipates that payment of any Deferred Stock Unit Award would violate Federal securities laws or any other applicable law, the Committee may, in its discretion, delay payment; provided that such delay is effected in a manner that will not result in the imposition on any person of taxes, interest or penalties under Section 409A. In the event of such delay, the payment of the Awards in Stock shall be made as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation of applicable law or imposition of taxes.

(b) 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.

12. Change in Capital Structure. This Agreement and the number of Deferred Stock Units subject to this Deferred Stock Unit Award shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number or kind of a share of Stock or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or other consideration subject to this Deferred Stock Unit Award 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 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, the Grantee, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan.

13. Change in Control. In the event of a Change in Control, notwithstanding the vesting schedule set forth above, or any other limitation on vesting, (i) all unvested Deferred Stock Units subject to this Deferred Stock Unit Award shall immediately become 100% vested

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and the forfeiture provisions thereon shall lapse and (ii) the shares of Stock attributable to the Grantee’s Deferred Stock Unit Award (including shares attributable to Dividend Equivalents) shall be distributed in accordance with Section 8, unless the Change in Control is a Section 409A Change in Control Event. On the day following such Section 409A Change in Control Event, any outstanding Deferred Stock Unit Awards shall be cancelled and the Grantee shall receive, on the first day following such Change in Control, in a lump sum:

(a) the cash value (based upon the highest price per share of Stock received or to be received by the Stockholders of the Company in connection with such Change in Control) of the shares of Stock attributable to such Deferred Stock Unit Awards (including shares attributable to converted Dividend Equivalents) (net of required withholding for federal, state, local and foreign taxes, if any); and

(b) the cash value (determined in accordance with the Plan) of any Dividend Equivalents then credited to the Grantee’s Deferred Unit Account which have not yet been converted into shares of Stock and contributed to the Trust (net of required withholding for federal, state, local and foreign taxes, if any);

provided, however, that if such Change in Control occurs in 2008, such lump sum shall be distributed on January 2, 2009.

14. Administration. Subject to the express provisions of the Plan, this Agreement and the Plan are to be interpreted and administered by the Committee, whose determination shall be final. The Committee shall not have the right to amend this Deferred Stock Unit Award without the consent of the Grantee, except to the extent that the Committee determines such amendment to be necessary to ensure compliance with Section 409A and such amendment may be effected in a manner that complies with Section 409A. The Committee shall not have the discretionary authority to accelerate or delay the time of payment of the shares of Stock attributable to a Grantee’s Deferred Stock Unit Award, except to the extent that any such acceleration or delay may be effected in a manner that complies with Section 409A.

15. Governing Law. This Agreement shall be governed by the laws of the State of Delaware and in accordance with such federal law as may be applicable.

[Signatures to follow on next page]

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THE UNDERSIGNED GRANTEE ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF THE DEFERRED STOCK UNIT AWARD UNDER THIS AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AGREEMENT AND THE PLAN.

WYETH

Chairman and Chief Executive Officer

Accepted and agreed to:

Name (please print)

Signature

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EX-10.14

Exhibit 10.14

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH [            ] STOCK INCENTIVE PLAN

DATE OF GRANT:

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

Name

Address 1

Address 2

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

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

• You have received a copy of the Plan.

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

• The 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. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

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

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

3. Conversion to Common Stock.

(a) General Rule. At a meeting of the Committee to be held within 90 days after the end of 2008, the Committee shall compare the EPS with the EPS Target for 2008 set by the Committee at the beginning of 2008, the performance year. Subject to your applicable Deferral Election or Re-Deferral Election, as the case may be, the percentage of Units corresponding to (i) the EPS Target achieved, if any, as set forth on the Performance Grid, and (ii) as modified by the TSR Modifier shall be converted, as of the Conversion Date, into Common Stock (up to a maximum of 200% of the Target Award), and all rights with respect to the remaining portion of such Target Award shall be forfeited and surrendered to the Company. Notwithstanding anything in this Agreement to the contrary, upon your forfeiture, for any reason, of all rights to the Units granted hereunder, such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such forfeiture.

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

4. Deferral Elections and Re-Deferral Elections.

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

(b) Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to the shares of Common Stock earned or eligible to be earned by you under this Agreement, even if you do not

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make a Deferral Election pursuant to Paragraph 4(a), subject to the limitation on Re-Deferral Elections set forth in Paragraph 5(d). Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and received by the Record Keeper at least 12 months prior to the Payment Date then in effect, as previously specified in your Deferral Election (or prior Re-Deferral Election), or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least 12 months prior to the date on which the Units are fully vested and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or, if a Deferral Election or a prior Re-Deferral Election is not in effect, five years from the Conversion Date, as the case may be. To the extent that a Payment Date is delayed pursuant to Paragraph 7(a)(i)(B), (C) or (D), the one-year period referenced in clause (ii) and the five-year period referenced in clause (iii) of this Paragraph 4(b) shall be measured from the Conversion Date. Notwithstanding anything in this Agreement to the contrary, (A) a Re-Deferral Election will be permitted or honored solely to the extent that it is timely and conforms to this Agreement, and (B) issuance of amounts subject to an applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set forth in your Re-Deferral Election unless issuance as of an earlier date would not cause you to incur adverse or unintended tax consequences under Section 409A.

(c) New Elections in 2007 and 2008. Notwithstanding anything in Paragraph 4(a) to the contrary and subject to the limitation on Deferral Elections set forth in Paragraph 5(d), if you made a Deferral Election in accordance with Paragraph 4(a), then during calendar years 2007 and 2008 you will be permitted to make a new election with respect to the Payment Date and form for issuance (Short-Term Payout or Retirement Benefit, as described in ANNEX A) of the shares of Common Stock underlying this Agreement; provided, however, that you shall not be permitted to elect a new Payment Date that is any earlier than the Conversion Date. To make an election pursuant to this Paragraph 4(c) you must complete the applicable election form and return or otherwise submit such form to the Record Keeper by no later than December 31, 2007 (for elections made in 2007) and December 31, 2008 (for elections made in 2008), which are the dates on which such elections become irrevocable. Your election must comply with the applicable procedures established by the Committee from time to time. An election made pursuant to this Paragraph 4(c) shall be considered a Deferral Election for purposes of this Agreement.

(d) Timing of Elections. Any election pursuant to Paragraph 4(a) or 4(c) shall be in accordance with the Applicable Transition Relief.

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

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

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

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

(d) Amounts to Be Withheld.

(i) FICA Tax Withholding. As of the Conversion Date, 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 to you and delivered (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of the Payment Date(s) shall be (A) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) 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 5(d)(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 5(d)(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 D.

(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 5(d)(i) and/or Paragraph 5(d)(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 5(d)(i) and/or Paragraph 5(d)(ii)(B), as the case may be, to the next whole number of shares. The Fractional Amount shall not be subject to the Deferral Election or Re-Deferral Election, if any, you made pursuant to Paragraph 4 and shall be (x) reported as ordinary income for 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

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federal, state, local and foreign withholding obligations imposed on the Company with respect to compensation paid to you during the calendar year(s) in which such shares are issued.

(iv) Valuation. The value of the shares referred to in this Paragraph 5(d) shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt.

(e) Compliance with Section 409A. 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.

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

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

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

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

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

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

(a) Prior to Conversion Date.

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

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

(B) Deferral/Re-Deferral Election—Retirement. If you made a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares and the Separation from Service is by reason of Retirement, the shares subject to such Deferral Election or Re-Deferral Election shall be issued to you, in the form elected by you in the Deferral Election or Re-Deferral Election, as the case may be, as of the later of (x) the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, subject to Paragraph 5(k) of ANNEX B, and (y) the Conversion Date.

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

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

(b) On or After Conversion Date.

(i) No Deferral/Re-Deferral Election. If you did not make a Deferral Election or Re-Deferral Election with respect to such shares and you incur a Separation from Service on or after the Conversion Date by reason of Retirement, Disability or death, such shares of Common

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Stock, if earned, shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the Conversion Date.

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

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

8. Distribution in the Event of Financial Hardship.

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

(b) Distribution Procedures. For purposes of this Paragraph 8, the value of the shares of Common Stock shall be calculated based on the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or on such other reasonable basis for

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determining fair market value as the Hardship Committee may from time to time adopt. You must provide adequate documentation to the Hardship Committee in order to be eligible for the issuance of shares to confirm the amount needed to satisfy the costs related to the Unforeseeable Financial Emergency and the taxes payable on the release of such shares. If you have elected, pursuant to Paragraph 4, to receive the shares of Common Stock subject to this Agreement in the form of installments, the number of shares issued to you due to the Unforeseeable Financial Emergency pursuant to this Paragraph 8 shall be deducted from the remaining installments to be issued to you starting with the last in time of such installments scheduled to be issued.

9. Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the Target Award granted hereby shall create any right to continue to be employed by the Company or its 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 9 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

10. Definitions and Rules of Construction.

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

“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 Performance Share Award Agreement under the Plan, including each annex attached hereto, which shall replace any other Performance Share 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.

“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,

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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.

“Conversion Date” means the date between January 1, 2009 and March 31, 2009 on which the Committee makes the determination set forth in Paragraph 3(a); provided, however, that for purposes of Paragraph 4(b), the Conversion Date shall be deemed to mean January 1, 2009.

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

“Disability” means a 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 Administration.

“EPS” means the earnings or net income per share of common stock of the Company for 2008, adjusted to exclude the effect of extraordinary or unusual items of income or expense, all as determined in good faith by the Committee acting in its sole discretion.

“EPS Target” shall be the EPS target amount established by the Committee at a meeting to be held no later than March 1, 2008; provided, however, that if for any reason the Committee shall determine that the EPS Target is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

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

“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 (5)(d)(i) and/or

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Paragraph (5)(d)(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 (5)(d)(i) and/or Paragraph (5)(d)(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 5(d)(iv).

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

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

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

“Performance Grid” shall be the performance chart established by the Committee at a meeting to be held no later than March 1, 2008, which shall plot the different payout percentage levels at various EPS Targets achieved; provided, however, that if for any reason the Committee shall determine that the Performance Grid is no longer a practicable or appropriate measure of financial performance, the Committee may take action to substitute another financial measure as it deems appropriate under the circumstances.

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

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

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

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

“Retirement” means, for purposes of 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.

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“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.

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

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

“TSR Modifier” means a chart, attached hereto as ANNEX C, established by the Committee at a meeting to be held no later than April 30, 2006, which plots the different modifiers (which may be positive or negative) at TSR Performance Levels achieved; provided, however, that if for any reason the Committee shall determine that the TSR Modifier for the applicable three-year period is not an accurate measure of the Company’s performance for such three-year period, the Committee may, in its discretion, take action to adjust the percentage modifier in a manner that it deems appropriate under the circumstances.

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“TSR Performance Level” means the Company’s ranking, based on its Total Shareholder Return, compared to the Total Shareholder Return of each member of the Peer Group for the three-year period from January 1, 2006 to December 31, 2008.

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) an illness or accident of you, your spouse, your Beneficiary or any of your dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (b) a loss of your property by reason of casualty (including the need to rebuild your home following damage to your home not otherwise covered by insurance) or (c) such other extraordinary and unforeseeable financial circumstances, arising as a result of events beyond your control. The definition of Unforeseeable Financial Emergency and the procedures related to payments in connection therewith shall comply with the applicable provisions of Section 409A as reasonably construed by the Hardship Committee.

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

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

11. Compliance with Laws.

(a) General Rule. This Agreement shall be governed by the laws of the State of Delaware and any applicable laws of the United States. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Units or shares of Common Stock of the Company represented thereby pursuant to this Agreement unless and until the Company is advised by its counsel that the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, is in compliance with all applicable laws and regulations of governmental authority; provided, however, that any action or inaction by the Company pursuant to this Paragraph 11(a) with respect to issuance of Units or shares shall be in accordance with Paragraph 11(c). 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

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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.

(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3 or its successors under the Exchange Act or other 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. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12. Change of Control.

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

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

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

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

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13. Effect of Acknowledgement. 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

Peer Group

Abbott Laboratories

Bristol-Myers Squibb Company

Eli Lilly and Company

Johnson & Johnson

Merck & Co., Inc.

Pfizer Inc.

Schering-Plough Corporation

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ANNEX B

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS

AND RE-DEFERRAL ELECTIONS

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

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

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

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

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

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the tenth day of the month following the month of your Retirement or a later date that is one or more years after your Retirement. Installments will be treated as a single payment form. You must elect a Payment Date that will result in all shares earned and issuable under this Agreement being issued to you no later than the end of the calendar year in which you attain age 80. If your payment election would result in the issuance of shares to you following the calendar year in which you attain age 80, any earned and unissued shares otherwise scheduled pursuant to your election to be issued to you after the year in which you attain age 80 will be issued to you on the scheduled payment date for the year in which you attain age 80.

B-1

4. You may make a Re-Deferral Election subject to the following terms and conditions:

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

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

Except as otherwise provided in Paragraph 6 (circumstances under which the Units are forfeited), your Units vest as of the earlier of the date on which (i) the Conversion Date occurs and (ii) there is a Change in Control. In all cases, your Re-Deferral Election must defer issuance of the shares of Common Stock for a period of not less than five years from the Payment Date then in effect under your Deferral Election or Re-Deferral Election (if any) or the Payment Date established under this Agreement and must comply with Paragraph 4(b). Further, your Re-Deferral Election will not take effect until at least 12 months after the date on which such election is made.

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

c. Your Deferral Election or Re-Deferral Election, as the case may be, will not be given effect if you incur a Separation from Service by reason of your Disability or death.

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

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

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

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

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

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

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

k. Notwithstanding anything in this Agreement to the contrary, for purposes of Paragraphs 7(a)(i)(B) and 7(b)(ii), if the Payment Date(s) specified in your Deferral Election or Re-Deferral Election is the first day of the month following your Retirement, then the shares of Common Stock, issuable to you under this Agreement, shall be issued as of the later of (x) the tenth day of the month following the month in which you incur a Separation from Service by reason of your Retirement and (y) the Conversion Date.

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ANNEX C

TSR Modifier

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

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ANNEX D

ADMINISTRATIVE FEE

Wyeth PSA

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

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EX-10.15

Exhibit 10.15

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH 2005 AMENDED

AND RESTATED STOCK INCENTIVE PLAN

DATE OF GRANT                     

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

Name

Address 1

Address 2

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

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

• You have received a copy of the Plan.

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

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

• The 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. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

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

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

3. Conversion to Common Stock.

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

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

4. Deferral Elections and Re-Deferral Elections.

(a) Deferral Elections. You are eligible to make a Deferral Election to defer the issuance to you of the shares of Common Stock otherwise issuable to you as of the Conversion Date, subject to the limitation on Deferral Elections set forth in Paragraph 5(d). To make a Deferral Election, you must complete an election form approved by the Committee that conforms to the terms of the attached ANNEX A, and return or otherwise submit such form to the Record Keeper as soon as possible after the date hereof, but in no event later than the date that is thirty (30) days following the Date of Grant indicated above or such earlier date as may be required by applicable law and communicated to you by the Committee. All Deferral Elections must comply with the applicable procedures established by the Committee from time to time. If you make such a Deferral Election (or a Re-Deferral Election pursuant to Paragraph 4(b)), then, as of the Conversion Date, the following shall apply: (i) the Units that would have been earned as of the Conversion Date (after application of Negative Discretion) shall be cancelled; (ii) in exchange for such cancelled Units, you will have a future right to receive a number of shares of Common Stock equal to the number of Units so cancelled, subject to Paragraph 5(d); and (iii) as of the Conversion Date, the Company shall contribute to the Restricted Stock Trust, subject to Paragraph 5(d), the number of shares of Common Stock equal to the number of Units cancelled, which shares shall be used to satisfy the Company’s payment obligations to you under your

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

(b) Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to the shares of Common Stock earned or eligible to be earned by you under this Agreement, even if you do not make a Deferral Election pursuant to Paragraph 4(a), subject to the limitation on Re-Deferral Elections set forth in Paragraph 5(d). Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and received by the Record Keeper at least 12 months prior to the Payment Date then in effect, as previously specified in your Deferral Election (or prior Re-Deferral Election), or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least 12 months prior to the Conversion Date and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or, if a Deferral Election or a prior Re-Deferral Election is not in effect, five years from the Conversion Date, as the case may be. To the extent that a Payment Date is delayed pursuant to Paragraph 7(a)(i)(B), (C) or (D), the one-year period referenced in clause (ii) and the five-year period referenced in clause (iii) of this Paragraph 4(b) shall be measured from the Conversion Date. Notwithstanding anything in this Agreement to the contrary, (A) a Re-Deferral Election will be permitted or honored solely to the extent that it is timely and conforms to this Agreement and (B) issuance of amounts subject to an applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set forth in your Re-Deferral Election unless issuance as of an earlier date would not cause you to incur adverse or unintended tax consequences under Section 409A.

(c) New Elections in 2007 and 2008. Notwithstanding anything in Paragraph 4(a) to the contrary and subject to the limitation on Deferral Elections set forth in Paragraph 5(d), if you made a Deferral Election in accordance with Paragraph 4(a), then during calendar years 2007 and 2008 you will be permitted to make a new election with respect to the Payment Date and form for issuance (Short-Term Payout or Retirement Benefit, as described in ANNEX A) of the shares of Common Stock underlying this Agreement; provided, however, that you shall not be permitted to elect a new Payment Date that is any earlier than the Conversion Date. To make an election pursuant to this Paragraph 4(c) you must complete the applicable election form and return or otherwise submit such form to the Record Keeper by no later than December 31, 2007 (for elections made in 2007) and December 31, 2008 (for elections made in 2008), which are the dates on which such elections become irrevocable. Your election must comply with the applicable procedures established by the Committee from time to time. An election made pursuant to this Paragraph 4(c) shall be considered a Deferral Election for purposes of this Agreement.

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(d) Timing of Elections. Any election pursuant to Paragraph 4(a) or 4(c) shall be in accordance with the Applicable Transition Relief.

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

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

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

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

(d) Amounts to Be Withheld.

(i) FICA Tax Withholding. As of the Conversion Date, 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 to you and delivered (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of the Payment Date(s) shall be (A) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) 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 5(d)(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 5(d)(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 B.

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(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 5(d)(i) and/or Paragraph 5(d)(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 5(d)(i) and/or Paragraph 5(d)(ii)(B), as the case may be, to the next whole number of shares. The Fractional Amount shall not be subject to the Deferral Election or Re-Deferral Election, if any, you made pursuant to Paragraph 4 and shall be (x) reported as ordinary income for 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 federal, state, local and foreign withholding obligations imposed on the Company with respect to compensation paid to you during the calendar year(s) in which such shares are issued.

(iv) Valuation. The value of the shares referred to in this Paragraph 5(d) shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt.

(e) Compliance with Section 409A. 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.

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

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

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

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

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

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

(a) Prior to Conversion Date.

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

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

(B) Deferral/Re-Deferral Election—Retirement. If you made a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares and the Separation from Service is by reason of Retirement, the shares subject to such Deferral Election or Re-Deferral Election shall be issued to you, subject to Paragraph 7(a)(iii), in the form elected by you in the Deferral Election or Re-Deferral Election, as the case may be, as of the later of (x) the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, subject to Paragraph 5(i) of ANNEX A, and (y) the Conversion Date.

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

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

(iii) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service prior to the Conversion Date by reason of Retirement and following such Separation from Service but prior to the Conversion Date you: (A) become or serve as an officer, director, partner or employee of any individual, proprietorship, partnership or corporation or the owner of a business, or a member of a partnership which conducts a business in competition with the Company as determined by the Committee or its designee or (B) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company, you shall forfeit all rights to all Units granted hereunder.

(b) On or After Conversion Date.

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

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

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

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8. Distribution in the Event of Financial Hardship.

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

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

9. Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the Target Award granted hereby shall create any right to continue to be employed by the Company or its 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 9 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

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10. Definitions and Rules of Construction.

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

“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 Performance Share Award Agreement under the Plan, including each annex attached hereto, which shall replace any other Performance Share 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.

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

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

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

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

“Company” means Wyeth.

“Consolidated Earnings” means the consolidated net income for the Performance Year, (i) adjusted to omit the effects of unusual and infrequent items, all as shown on the audited

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financial statements of the Company, as determined in accordance with accounting principles generally accepted in the United States, and (ii) subject to such additional adjustments as the Committee in its discretion shall specify within the 90-day period beginning January 1^st of the Performance Year.

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

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

“Disability” means a 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 Administration.

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

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

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

“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 (5)(d)(i) and/or Paragraph (5)(d)(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 (5)(d)(i) and/or Paragraph (5)(d)(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 5(d)(iv).

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

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

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

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

“Performance Year” shall mean 2009.

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

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

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

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

“Retirement” means, for purposes of 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.

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“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.

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

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) an illness or accident of you, your spouse, your Beneficiary or any of your dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (b) a loss of your property by reason of casualty (including the need to rebuild your home following damage to your home not otherwise covered by insurance) or (c) such other extraordinary and unforeseeable financial circumstances, arising as a result of events beyond your control. The definition of Unforeseeable Financial Emergency and the procedures related to payments in connection therewith shall comply with the applicable provisions of Section 409A as reasonably construed by the Hardship Committee.

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

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

11. Compliance with Laws.

(a) General Rule. This Agreement shall be governed by the laws of the State of Delaware and any applicable laws of the United States. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Units or shares of Common Stock of the Company represented thereby pursuant to this Agreement unless and until the Company is advised by its counsel that the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, is in compliance with all applicable laws and regulations of governmental authority; provided, however, that any action or inaction by the Company pursuant to this Paragraph 11(a) with respect to issuance of Units or shares shall be in accordance with Paragraph 11(c). The Company shall in no event be obliged to register any securities pursuant to the Securities Act of

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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.

(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3 or its successor under the Exchange Act or other applicable law (including, without limitation, other federal securities laws), issuance of such shares shall be delayed in 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. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12. Change of Control.

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

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

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

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

13. Effect of Acknowledgement. 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

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS

AND RE-DEFERRAL ELECTIONS

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

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

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

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

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

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the tenth day of the month following the month of your Retirement or a later date that is one or more years after your Retirement. Installments will be treated as a single payment form. You must elect a Payment Date that will result in all shares earned and issuable under this Agreement being issued to you no later than the end of the calendar year in which you attain age 80. If your payment election would result in the issuance of shares to you following the calendar year in which you attain age 80, any earned and unissued shares otherwise scheduled pursuant to your election to be issued to you after the year in which you attain age 80 will be issued to you on the scheduled payment date for the year in which you attain age 80.

A-1

4. You may make a Re-Deferral Election subject to the following terms and conditions:

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

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

Except as otherwise provided in Paragraph 6 (circumstances under which the Units are forfeited), your Units vest as of the earlier of the date on which (i) the Conversion Date occurs and (ii) there is a Change in Control. In all cases, your Re-Deferral Election must defer issuance of the shares of Common Stock for a period of not less than five years from the Payment Date then in effect under your Deferral Election or Re-Deferral Election (if any) or the Payment Date established under this Agreement and must comply with Paragraph 4(b). Further, your Re-Deferral Election will not take effect until at least 12 months after the date on which such election is made.

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

c. Your Deferral Election or Re-Deferral Election, as the case may be, will not be given effect if you incur a Separation from Service by reason of your Disability or death.

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

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

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

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

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

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

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

k. Notwithstanding anything in this Agreement to the contrary, for purposes of Paragraphs 7(a)(i)(B) and 7(b)(ii), if the Payment Date(s) specified in your Deferral Election or Re-Deferral Election is the first day of the month following your Retirement, then the shares of Common Stock, issuable to you under this Agreement, shall be issued as of the tenth day of the month following the month in which you incur a Separation from Service by reason of your Retirement.

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ANNEX B

ADMINISTRATIVE FEE

Wyeth PSA

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

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EX-10.16

Exhibit 10.16

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH [            ] STOCK INCENTIVE PLAN

DATE OF GRANT                     

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

Name

Address 1

Address 2

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

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

• You have received a copy of the Plan.

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

• The 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. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

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

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

3. Conversion to Common Stock.

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

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

4. Deferral Elections and Re-Deferral Elections.

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

(b) Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to the shares of

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Common Stock earned or eligible to be earned by you under this Agreement, even if you do not make a Deferral Election pursuant to Paragraph 4(a), subject to the limitation on Re-Deferral Elections set forth in Paragraph 5(d). Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and received by the Record Keeper at least 12 months prior to the Payment Date then in effect, as previously specified in your Deferral Election (or prior Re-Deferral Election), or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least 12 months prior to the date on which the Units are fully vested and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or, if a Deferral Election or a prior Re-Deferral Election is not in effect, five years from the Conversion Date, as the case may be. To the extent that a Payment Date is delayed pursuant to Paragraph 7(a)(i)(B), (C) or (D), the one-year period referenced in clause (ii) and the five-year period referenced in clause (iii) of this Paragraph 4(b) shall be measured from the Conversion Date. Notwithstanding anything in this Agreement to the contrary, (A) a Re-Deferral Election will be permitted or honored solely to the extent that it is timely and conforms to this Agreement, and (B) issuance of amounts subject to an applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set forth in your Re-Deferral Election unless issuance as of an earlier date would not cause you to incur adverse or unintended tax consequences under Section 409A.

(c) New Elections in 2007 and 2008. Notwithstanding anything in Paragraph 4(a) to the contrary and subject to the limitation on Deferral Elections set forth in Paragraph 5(d), if you made a Deferral Election in accordance with Paragraph 4(a), then during calendar years 2007 and 2008 you will be permitted to make a new election with respect to the Payment Date and form for issuance (Short-Term Payout or Retirement Benefit, as described in ANNEX A) of the shares of Common Stock underlying this Agreement; provided, however, that you shall not be permitted to elect a new Payment Date that is any earlier than the Conversion Date. To make an election pursuant to this Paragraph 4(c) you must complete the applicable election form and return or otherwise submit such form to the Record Keeper by no later than December 31, 2007 (for elections made in 2007) and December 31, 2008 (for elections made in 2008), which are the dates on which such elections become irrevocable. Your election must comply with the applicable procedures established by the Committee from time to time. An election made pursuant to this Paragraph 4(c) shall be considered a Deferral Election for purposes of this Agreement.

(d) Timing of Elections. Any election pursuant to Paragraph 4(a) or 4(c) shall be in accordance with the Applicable Transition Relief.

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

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

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

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

(d) Amounts to Be Withheld.

(i) FICA Tax Withholding. As of the Conversion Date, 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 to you and delivered (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of the Payment Date(s) shall be (A) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) 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 5(d)(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 5(d)(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 D.

(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 5(d)(i) and/or Paragraph 5(d)(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 5(d)(i) and/or Paragraph 5(d)(ii)(B), as the case may be, to the next whole number of shares. The Fractional Amount shall not be subject to the Deferral Election or Re-Deferral Election, if any, you made pursuant to Paragraph 4 and shall be (x) reported as ordinary income for 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

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federal, state, local and foreign withholding obligations imposed on the Company with respect to compensation paid to you during the calendar year(s) in which such shares are issued.

(iv) Valuation. The value of the shares referred to in this Paragraph 5(d) shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt.

(e) Compliance with Section 409A. 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.

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

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

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

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

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

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

(a) Prior to Conversion Date.

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

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

(B) Deferral/Re-Deferral Election—Retirement. If you made a Deferral Election or Re-Deferral Election, as the case may be, with respect to such shares and the Separation from Service is by reason of Retirement, the shares subject to such Deferral Election or Re-Deferral Election shall be issued to you, subject to Paragraph 7(a)(iii), in the form elected by you in the Deferral Election or Re-Deferral Election, as the case may be, as of the later of (x) the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, subject to Paragraph 5(i) of ANNEX B, and (y) the Conversion Date.

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

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

(iii) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service prior to the Conversion Date by reason of Retirement and following such Separation from Service but prior to the Conversion Date you:

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(A) become or serve as an officer, director, partner or employee of any individual, proprietorship, partnership or corporation or the owner of a business, or a member of a partnership which conducts a business in competition with the Company as determined by the Committee or its designee or (B) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company, you shall forfeit all rights to all Units granted hereunder.

(b) On or After Conversion Date.

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

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

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

8. Distribution in the Event of Financial Hardship.

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

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taxes or penalties reasonably anticipated as a result of such issuance of shares. A distribution on account of an Unforeseeable Financial Emergency shall not be made to the extent to which such Unforeseeable Financial Emergency is, or may be, relieved through reimbursement or compensation by insurance or otherwise or by liquidation of your assets to the extent the liquidation of such assets would not itself cause severe financial hardship. The Hardship Committee’s determination shall not take into account amounts available to you from a qualified plan or other non-qualified deferred compensation plan in which you participate.

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

9. Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the Target Award granted hereby shall create any right to continue to be employed by the Company or its 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 9 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

10. Definitions and Rules of Construction.

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

“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 Performance Share Award Agreement under the Plan, including each annex attached hereto, which shall replace any other Performance Share 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.

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

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

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

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

“Company” means Wyeth.

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

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

“Disability” means a 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 Administration.

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

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

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

“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 (5)(d)(i) and/or Paragraph (5)(d)(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 (5)(d)(i) and/or Paragraph (5)(d)(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 5(d)(iv).

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

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

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

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

“Performance Year” shall mean 2009.

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

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

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

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

“Retirement” means, for purposes of 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.

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

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

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

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

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) an illness or accident of you, your spouse, your Beneficiary or any of your dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (b) a loss of your property by reason of casualty (including the need to rebuild your home following damage to your home not otherwise covered by insurance) or (c) such other extraordinary and unforeseeable financial circumstances, arising as a result of events beyond your control. The definition of Unforeseeable Financial Emergency and the procedures related to payments in connection therewith shall comply with the applicable provisions of Section 409A as reasonably construed by the Hardship Committee.

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

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

11. Compliance with Laws.

(a) General Rule. This Agreement shall be governed by the laws of the State of Delaware and any applicable laws of the United States. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Units or shares of Common Stock of the Company represented thereby pursuant to this Agreement unless and until the Company is advised by its counsel that the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, is in compliance with all applicable laws and regulations of governmental authority; provided, however, that any action or inaction by the Company pursuant to this Paragraph 11(a) with respect to issuance of Units or shares shall be in accordance with Paragraph 11(c). 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.

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(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.

(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3 or its successors under the Exchange Act or other 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. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12. Change of Control.

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

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

(c) Deferral of Compensation. If, as of a Change of Control, your Units constitute, either in whole or in part, a deferral of compensation for purposes of Section 409A or have been cancelled, in whole or in part, pursuant to Paragraph 4(a), then, solely to the extent that such Change of Control is a change of control event within the meaning of 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 12(d), and without regard to any Deferral

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Election or Re-Deferral Election, issue in a lump sum to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in accordance with Paragraph 5, the shares of Common Stock then issuable to you pursuant to this Paragraph 12(c); provided, that, such issuance shall be at a time and in a manner that will not result in the imposition on you of adverse or unintended tax consequences under Section 409A.

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

13. Effect of Acknowledgement. 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

Peer Group

Abbott Laboratories

Bristol-Myers Squibb Company

Eli Lilly and Company

Johnson & Johnson

Merck & Co., Inc.

Pfizer Inc.

Schering-Plough Corporation

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ANNEX B

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS

AND RE-DEFERRAL ELECTIONS

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

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

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

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

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

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the tenth day of the month following the month of your Retirement or a later date that is one or more years after your Retirement. Installments will be treated as a single payment form. You must elect a Payment Date that will result in all shares earned and issuable under this Agreement being issued to you no later than the end of the calendar year in which you attain age 80. If your payment election would result in the issuance of shares to you following the calendar year in which you attain age 80, any earned and unissued shares otherwise scheduled pursuant to your election to be issued to you after the year in which you attain age 80 will be issued to you on the scheduled payment date for the year in which you attain age 80.

B-1

4. You may make a Re-Deferral Election subject to the following terms and conditions:

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

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

Except as otherwise provided in Paragraph 6 (circumstances under which the Units are forfeited), your Units vest as of the earlier of the date on which (i) the Conversion Date occurs and (ii) there is a Change in Control. In all cases, your Re-Deferral Election must defer issuance of the shares of Common Stock for a period of not less than five years from the Payment Date then in effect under your Deferral Election or Re-Deferral Election (if any) or the Payment Date established under this Agreement and must comply with Paragraph 4(b). Further, your Re-Deferral Election will not take effect until at least 12 months after the date on which such election is made.

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

c. Your Deferral Election or Re-Deferral Election, as the case may be, will not be given effect if you incur a Separation from Service by reason of your Disability or death.

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

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

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

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

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

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

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

k. Notwithstanding anything in this Agreement to the contrary, for purposes of Paragraphs 7(a)(i)(B) and 7(b)(ii), if the Payment Date(s) specified in your Deferral Election or Re-Deferral Election is the first day of the month following your Retirement, then the shares of Common Stock, issuable to you under this Agreement, shall be issued as of the later of (x) the tenth day of the month following the month in which you incur a Separation from Service by reason of your Retirement and (y) the Conversion Date.

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ANNEX C

TSR Modifier

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

C-1

ANNEX D

ADMINISTRATIVE FEE

Wyeth PSA

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

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EX-10.17

Exhibit 10.17

WYETH

PERFORMANCE SHARE AWARD AGREEMENT

UNDER THE WYETH [            ] STOCK INCENTIVE PLAN

DATE OF GRANT:

NUMBER OF SHARES SUBJECT

TO TARGET AWARD: [####]

Name

Address 1

Address 2

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

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

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

3. Conversion to Common Stock.

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

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

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

(a) Method of Issuance; Time of Delivery; Stockholder Rights. The shares of Common Stock to be issued to you pursuant to this Agreement shall be issued to you, if earned, as of the Conversion Date, subject to Paragraphs 5, 6, or 10, and delivered to you in a lump sum as soon as practicable after the Conversion Date. All shares of Common Stock, if any, earned by you under this Agreement that are to be issued to you as of the Conversion Date shall be delivered either through book-entry form as a credit to an account maintained in your name or through the issuance of a stock certificate representing such shares of Common Stock free of any restrictive legend, other than as may be required by applicable securities laws. Upon such issuance, you shall be the record owner of such shares and shall be entitled to all of the rights of a stockholder of the Company, including the right to vote and the right to receive dividends.

(b) Amounts to Be Withheld.

(i) FICA Tax Withholding. As of the Conversion Date, 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 Conversion Date shall be (A) the number of such shares that would have been issued as of the Conversion Date in the absence of this Paragraph 4(b) minus (B) the number of whole 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 Conversion Date, (II) the

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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 Conversion Date if the Participant were not a U.S. Expatriate, and (IV) the Administrative Fee determined in accordance with ANNEX C.

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

5. Separation from Service Other than by Reason of Retirement, Disability or Death; Forfeiture; Default Payment. If you incur a Separation from Service prior to the Conversion Date for any reason other than by reason of Retirement, Disability or death, you shall forfeit all rights to all Units granted hereunder and such Units shall, for all purposes of the Plan and this Agreement, be deemed terminated and without further force or effect as of the date of such Separation from Service.

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

(a) Issuance. If you incur a Separation from Service prior to the Conversion Date (i) 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 Units granted hereunder shall remain outstanding and, subject to Paragraph 6(c), shall be settled in accordance with Paragraph 3 and the shares of Common Stock in settlement of such Units, if earned, shall be issued, in accordance with Paragraph 4, to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the Conversion Date.

(b) Continuous Employment Requirement. Notwithstanding anything in this Paragraph 6 to the contrary, if you incur a Separation from Service prior to the Conversion Date (i) by reason of Retirement, Disability or death and (ii) 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

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Affiliates for the two-year period ending on such Separation from Service, you shall forfeit all rights to all Units granted hereunder, and such Units shall, for all purposes of the Plan and this Agreement be deemed terminated and without further force or effect as of the date of such Separation from Service.

(c) Forfeiture Due to Conduct. Notwithstanding anything in this Agreement to the contrary, if you incur a Separation from Service prior to the Conversion Date by reason of Retirement and following such Separation from Service but prior to the Conversion Date you: (i) become or serve as an officer, director, partner or employee of any individual, proprietorship, partnership or corporation or the owner of a business, or a member of a partnership which conducts a business in competition with the Company as determined by the Committee or its designee or (ii) engage in deliberate action which, as determined by the Committee or its designee, causes substantial harm to the interest of the Company, you shall forfeit all rights to all Units granted hereunder, 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 Target 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 respective delegates.

8. Definitions and Rules of Construction.

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

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

“Beneficiary” means one or more individuals or entities (including a trust or estate) designated by you to receive, in the event of your death, any shares of Common Stock earned and issuable to you pursuant to this Agreement. You may change your Beneficiary by submitting the appropriate form, as determined by the Committee, to the Record Keeper. The last such form submitted prior to your death with respect to the amounts awarded pursuant to this Agreement received by the Record Keeper shall supersede any prior such form submitted. In the event of your death, the Record Keeper shall attempt to locate your Beneficiary in the order presented on the appropriate Beneficiary designation form by taking one or more of the following actions: first, sending a letter by certified mail to the address of the Beneficiary indicated on the Beneficiary designation form, second, using the letter-forwarding service offered by the Internal Revenue Service or the Federal Social Security Administration and third, taking any other action that the Committee deems appropriate. If 90 days after the last such

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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.

“Conversion Date” means the date during the 90-day period following the end of the Performance Year on which the Committee makes the determination set forth in Paragraph 3(a).

“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 Administration.

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

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

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

“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/or 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/or 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).

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

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

“Performance Year” shall mean 2009.

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

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

“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.

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

“TSR Modifier” means a chart, attached hereto as ANNEX B, established by the Committee at a meeting to be held no later than April 30, 2007, which plots the different

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modifiers (which may be positive or negative) at TSR Performance Levels achieved; provided, however, that if for any reason the Committee shall determine that the TSR Modifier for the applicable three-year period is not an accurate measure of the Company’s performance for such three-year period, the Committee may, in its discretion, take action to adjust the percentage modifier in a manner that it deems appropriate under the circumstances.

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

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

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

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; provided, however, that any action or inaction by the Company pursuant to this Paragraph 9(a) with respect to issuance of Units or shares shall be in accordance with Paragraph 9(c). 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.

(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of

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Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3 or its successors under the Exchange Act or other 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. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

10. Change of Control.

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

(b) Issuance. Notwithstanding anything in this Agreement to the contrary, upon such Change of Control, the shares of Common Stock in settlement of your Units shall be issued, except as otherwise provided in Paragraph 10(c), 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) Cash in Lieu of Shares. In lieu of shares of Common Stock issuable pursuant to Paragraph 10(b), 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 Paragraph 10(b).

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

Peer Group

Abbott Laboratories

Bristol-Myers Squibb Company

Eli Lilly and Company

Johnson & Johnson

Merck & Co., Inc.

Pfizer Inc.

Schering-Plough Corporation

A-1

ANNEX B

TSR Modifier

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

B-1

ANNEX C

ADMINISTRATIVE FEE

Wyeth PSA

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

C-1

EX-10.18

Exhibit 10.18

WYETH

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH [            ] STOCK INCENTIVE PLAN

DATE OF GRANT:

NUMBER OF SHARES SUBJECT

TO AWARD: [####]

Name

Address 1

Address 2

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

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

• You have received a copy of the Plan.

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

• The 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. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

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

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

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

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

4. Deferral Elections and Re-Deferral Elections.

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

(b) Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to the shares of Common Stock earned or eligible to be earned by you under this Agreement, even if you do not make a Deferral Election pursuant to Paragraph 4(a), subject to the limitation on Re-Deferral Elections set forth in Paragraph 5(d). Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and received by the Record Keeper at least 12 months prior to the Payment Date then in effect, as previously specified in your Deferral Election (or prior Re-Deferral Election), or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least 12 months prior to the date on which the Units are fully vested and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or, if a Deferral Election or Re-Deferral Election is not in effect, five years from the date on which the Units are fully vested. Notwithstanding anything in this Agreement to the contrary, (A) a Re-Deferral Election will be permitted or honored solely to the extent that it is timely and conforms to this Agreement, and (B) issuance of amounts

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subject to an applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set forth in your Re-Deferral Election unless issuance as of an earlier date would not cause you to incur adverse or unintended tax consequences under Section 409A.

(c) New Elections in 2007 and 2008. Notwithstanding anything in Paragraph 4(a) to the contrary and subject to the limitation on Deferral Elections set forth in Paragraph 5(d), if you made a Deferral Election in accordance with Paragraph 4(a), then during calendar years 2007 and 2008 you will be permitted to make a new election with respect to the Payment Date and form for issuance (Short-Term Payout or Retirement Benefit, as described in ANNEX A) of the shares of Common Stock underlying this Agreement; provided, however, that (A) an election pursuant to this Paragraph 4(c) shall not apply to any shares of Common Stock that would, under the terms of this Agreement (without consideration of any election pursuant to this Paragraph 4(c)), otherwise be issuable to you in 2007 and (B) you shall not be permitted to elect a new Payment Date that is any earlier than the Conversion Date. To make an election pursuant to this Paragraph 4(c) you must complete the applicable election form and return or otherwise submit such form to the Record Keeper by no later than December 31, 2007 (for elections made in 2007) and December 31, 2008 (for elections made in 2008), which is the date on which such elections become irrevocable. Notwithstanding anything in this Paragraph 4(c) to the contrary: (i) elections made during calendar year 2007 shall apply only to shares of Common Stock that would not otherwise be issuable in 2007 and shall not cause any shares to be issued in 2007 that would not otherwise be issuable in 2007; and (ii) elections made during calendar year 2008 shall apply only to shares of Common Stock that would not otherwise be issuable in 2008 and shall not cause any shares to be issued in 2008 that would not otherwise be issuable in 2008. Your election must comply with the applicable procedures established by the Committee from time to time. An election made pursuant to this Paragraph 4(c) shall be considered a Deferral Election for purposes of this Agreement.

(d) Timing of Elections. Any election pursuant to Paragraph 4(a) or 4(c) shall be in accordance with the Applicable Transition Relief.

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

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

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

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

(d) Amounts to Be Withheld.

(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 to you and delivered (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of the Payment Date(s) shall be (A) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) 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 5(d)(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 5(d)(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 B.

(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 5(d)(i) and Paragraph 5(d)(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 5(d)(i) and Paragraph 5(d)(ii)(B), as the case may be, to the next whole number of shares. The Fractional Amount shall not be subject to the Deferral Election or Re-Deferral Election, if any, you made pursuant to Paragraph 4 and shall be (x) reported as ordinary income for 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 federal, state, local and foreign withholding obligations imposed on the Company with respect to compensation paid to you during the calendar year(s) in which such shares are issued.

(iv) Valuation. The value of the shares referred to in this Paragraph 5(d) shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing

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market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt.

(e) Compliance with Section 409A. 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.

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

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

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

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

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

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

(a) Prior to Conversion Date.

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

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

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(B) Deferral/Re-Deferral Election—Retirement. If you made a Deferral Election or Re-Deferral Election with respect to such shares and the Separation from Service is by reason of Retirement, the shares subject to such Deferral Election or Re-Deferral Election, as the case may be, shall be issued to you, subject to Paragraph 6(i) of ANNEX A, as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election.

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

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

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

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

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(ii) Deferral/Re-Deferral Election—Retirement. If you incur a Separation from Service on or after the Conversion Date by reason of Retirement and you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to you, in accordance with Paragraph 5, as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, subject to Paragraph 6(i) of ANNEX A.

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

8. Distribution in the Event of Financial Hardship.

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

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

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pursuant to Paragraph 4, to receive the shares of Common Stock subject to this Agreement in the form of installments, the number of shares issued to you due to the Unforeseeable Financial Emergency pursuant to this Paragraph 8 shall be deducted from the remaining installments to be issued to you starting with the last in time of such installments scheduled to be issued.

9. Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the award granted hereby shall create any right to continue to be employed by the Company or its 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 9 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

10. Definitions and Rules of Construction.

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

“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.

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

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

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

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

“Company” means Wyeth.

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

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

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

“Disability” means a 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 Administration.

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

“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 (5)(d)(i) and Paragraph (5)(d)(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 (5)(d)(i) and Paragraph (5)(d)(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 5(d)(iv).

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

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

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

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

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

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

“Retirement” means, for purposes of 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.

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

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) an illness or accident of you, your spouse, your Beneficiary or any of your dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (b) a loss of your property by reason of casualty (including the need to rebuild your home following damage to your home not otherwise covered by insurance) or (c) such other extraordinary and unforeseeable financial circumstances, arising as a result of events beyond your control. The definition of Unforeseeable Financial Emergency and the procedures related to payments in connection therewith shall comply with the applicable provisions of Section 409A as reasonably construed by the Hardship Committee.

“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 authorizing the Company to withhold federal, state and local income taxes from any payment under this Agreement.

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

11. Compliance with Laws.

(a) General Rule. This Agreement shall be governed by the laws of the State of Delaware and any applicable laws of the United States. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Units or shares of Common Stock of the Company represented thereby pursuant to this Agreement unless and until the Company is advised by its counsel that the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, is in compliance with all applicable laws and regulations of governmental authority; provided, however, that any action or inaction by the Company pursuant to this Paragraph 11(a) with respect to issuance of Units or shares shall be in accordance with Paragraph 11(c). 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

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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.

(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3 or its successor under the Exchange Act or other applicable law (including, without limitation, other federal securities laws), issuance of such shares shall be delayed in 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. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12. Change of Control.

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

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

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

(d) Cash in Lieu of Shares. In lieu of shares of Common Stock issuable pursuant to Paragraphs 12(b) and 12(c), as the case may be, the Committee may, in its sole discretion,

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distribute to you an amount, in cash, equal to the value of such shares determined in accordance with Plan provisions. Such amount shall be paid at the time specified in Paragraphs 12(b) and 12(c), as the case may be.

13. Effect of Acknowledgement. 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

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS

AND RE-DEFERRAL ELECTIONS

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

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

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

3. All Deferral Elections and Re-Deferral Elections shall conform to Section 409A.

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

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

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the tenth day of the month following the month of your Retirement or a later date that is one or more years after your Retirement. Installments will be treated as a single payment form. You must elect a Payment Date that will result in all shares earned and issuable under this Agreement being issued to you no later than the end of the calendar year in which you attain age 80. If your payment election would result in the issuance of shares to you following the calendar year in which you attain age 80, any earned and unissued shares otherwise scheduled pursuant to your election to be issued to you after the year in which you attain age 80 will be issued to you on the scheduled payment date for the year in which you attain age 80.

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5. You may make a Re-Deferral Election subject to the following terms and conditions:

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

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

Except as otherwise provided in Paragraph 6 (circumstances under which the Units are forfeited), your Units vest as of the earliest of the date on which (i) you become Retirement eligible and have been in the continuous employment of the Company or its Affiliates for two years, whether or not you actually retire, (ii) you incur a Separation from Service by reason of your Disability or your death, if you have been in the continuous employment of the Company or its Affiliates for the two-year period ending on your Separation from Service, (iii) the Conversion Date occurs and (iv) there is a Change in Control. In all cases, your Re-Deferral Election must defer issuance of the shares of Common Stock for a period of not less than five years from the Payment Date then in effect under your Deferral Election or Re-Deferral Election (if any) or the Payment Date established under this Agreement and must comply with Paragraph 4(b). Further, your Re-Deferral Election will not take effect until at least 12 months after the date on which such election is made.

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

a. Your Deferral Election or Re-Deferral Election, as the case may be, will not be given effect if you incur a Separation from Service by reason of your Disability or death.

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

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

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d. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in installments, and the first installment is delayed to January 31, 2008 pursuant to Paragraph 5(e) and/or Paragraph 7(a)(i)(B) as a result of your Retirement in 2007, the second installment shall be issued as of the first day of the month following the first anniversary of your Separation from Service and each subsequent installment shall be issued as of the first day of the month following the anniversary of your Separation from Service.

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

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

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

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

i. Notwithstanding anything in this Agreement to the contrary, for purposes of Paragraphs 7(a)(i)(B) and 7(b)(ii), if the Payment Date(s) specified in your Deferral Election or Re-Deferral Election is the first day of the month following your Retirement, then the shares of Common Stock, issuable to you under this Agreement, shall be issued as of the tenth day of the month following the month in which you incur a Separation from Service by reason of your Retirement.

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ANNEX B

ADMINISTRATIVE FEE

Wyeth RSU

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

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EX-10.19

Exhibit 10.19

WYETH

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH [            ] STOCK INCENTIVE PLAN

DATE OF GRANT:                         

NUMBER OF SHARES SUBJECT

TO AWARD: [####]

Name

Address 1

Address 2

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

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

• You have received a copy of the Plan.

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

• The 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. Such amendments or modifications may limit or eliminate certain rights otherwise available to you under the Plan and/or this Agreement.

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

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

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

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

4. Deferral Elections and Re-Deferral Elections.

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

(b) Re-Deferral Elections. You may, in accordance with procedures established from time to time by the Committee, also make a Re-Deferral Election with respect to the shares of Common Stock earned or eligible to be earned by you under this Agreement, even if you do not make a Deferral Election pursuant to Paragraph 4(a), subject to the limitation on Re-Deferral Elections set forth in Paragraph 5(d). Any such Re-Deferral Election (i) must be in accordance with the provisions of Section 409A (as reasonably interpreted by the Committee), (ii) must be made in writing (unless otherwise instructed by the Company) and received by the Record Keeper at least 12 months prior to the Payment Date then in effect, as previously specified in your Deferral Election (or prior Re-Deferral Election), or established under the terms of this Agreement or, if a Deferral Election or a prior Re-Deferral Election is not in effect, at least 12 months prior to the date on which the Units are fully vested and (iii) must delay issuance of the shares of Common Stock otherwise issuable to you under this Agreement for a period of not less than five years from such Payment Date or, if a Deferral Election or Re-Deferral Election is not in effect, five years from the date on which the Units are fully vested. Notwithstanding anything in this Agreement to the contrary, (A) a Re-Deferral Election will be permitted or honored solely to the extent that it is timely and conforms to this Agreement, and (B) issuance of amounts

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subject to an applicable Re-Deferral Election shall not occur prior to the Payment Date(s) set forth in your Re-Deferral Election unless issuance as of an earlier date would not cause you to incur adverse or unintended tax consequences under Section 409A.

(c) New Elections in 2007 and 2008. Notwithstanding anything in Paragraph 4(a) to the contrary and subject to the limitation on Deferral Elections set forth in Paragraph 5(d), if you made a Deferral Election in accordance with Paragraph 4(a), then during calendar years 2007 and 2008 you will be permitted to make a new election with respect to the Payment Date and form for issuance (Short-Term Payout or Retirement Benefit, as described in ANNEX A) of the shares of Common Stock underlying this Agreement; provided, however, that you shall not be permitted to elect a new Payment Date that is any earlier than the Conversion Date. To make an election pursuant to this Paragraph 4(c) you must complete the applicable election form and return or otherwise submit such form to the Record Keeper by no later than December 31, 2007 (for elections made in 2007) and December 31, 2008 (for election made in 2008), which is the date on which such elections become irrevocable. Notwithstanding anything in this Paragraph 4(c) to the contrary: (i) elections made during calendar year 2007 shall apply only to shares of Common Stock that would not otherwise be issuable in 2007 and shall not cause any shares to be issued in 2007 that would not otherwise be issuable in 2007; and (ii) elections made during calendar year 2008 shall apply only to shares of Common Stock that would not otherwise be issuable in 2008 and shall not cause any shares to be issued in 2008 that would not otherwise be issuable in 2008. Your election must comply with the applicable procedures established by the Committee from time to time. An election made pursuant to this Paragraph 4(c) shall be considered a Deferral Election for purposes of this Agreement.

(d) Timing of Elections. Any election pursuant to Paragraph 4(a) or 4(c) shall be made in accordance with the Applicable Transition Relief.

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

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

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

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

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(d) 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 (either directly from the Company pursuant to this Paragraph 5 or from the Restricted Stock Trust) as of the Payment Date(s) shall be (A) the number of such shares that would have been issued as of the Payment Date in the absence of this Paragraph 5(d) 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 5(d)(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 5(d)(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 B.

(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 5(d)(i) and Paragraph 5(d)(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 5(d)(i) and Paragraph 5(d)(ii)(B), as the case may be, to the next whole number of shares. The Fractional Amount shall not be subject to the Deferral Election or Re-Deferral Election, if any, you made pursuant to Paragraph 4 and shall be (x) reported as ordinary income for 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 federal, state, local and foreign withholding obligations imposed on the Company with respect to compensation paid to you during the calendar year(s) in which such shares are issued.

(iv) Valuation. The value of the shares referred to in this Paragraph 5(d) shall be determined, for the purposes of satisfying the obligations set forth in this Paragraph 5(d) and determining your income related to such award, on the basis of the closing market per-share price for the Common Stock as reported on the Consolidated Transaction Reporting System on the trading day immediately preceding the designated date of issuance or as otherwise determined in Paragraph 8, or on such other reasonable basis for determining fair market value as the Committee may from time to time adopt.

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(e) Compliance with Section 409A. 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.

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

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

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

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

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

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

(a) Prior to Conversion Date.

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

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

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(B) Deferral/Re-Deferral Election—Retirement. If you made a Deferral Election or Re-Deferral Election with respect to such shares and the Separation from Service is by reason of Retirement, the shares subject to such Deferral Election or Re-Deferral Election, as the case may be, shall be issued to you, subject to Paragraph 6(i) of ANNEX A, as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election; provided, however, that if you incur a Separation from Service in 2007 by reason of Retirement, such shares shall be issued or commence to be issued (if you elect to receive such shares in installments) as of the later of January 31, 2008 and the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, subject to Paragraph 6(i) of ANNEX A.

(C) Deferral/Re-Deferral Election—Disability, Death. Notwithstanding anything in this Paragraph 7(a) to the contrary, if (x) (I) your Separation from Service is by reason of your Disability or death or (II) after your Separation from Service by reason of Retirement, you die and (y) you have shares of Common Stock subject to your Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to you, your legal representative or other person designated by an appropriate court as entitled to take receipt thereof or your Beneficiary, as the case may be, in a lump sum as of the tenth day of the month following the date of such Separation from Service or your death, as the case may be, regardless of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election; provided, however, that if you incur such Separation from Service or die in 2007, the shares shall be issued as of January 31, 2008.

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

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

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

(ii) Deferral/Re-Deferral Election—Retirement. If you incur a Separation from Service on or after the Conversion Date by reason of Retirement and you have shares of Common Stock subject to a Deferral Election or Re-Deferral Election, as the case may be, that have not then been issued to you, such shares shall be issued to you, in accordance with Paragraph 5, as of the Payment Date(s) specified in your Deferral Election or Re-Deferral Election, subject to Paragraph 6(i) of ANNEX A.

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

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

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

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day immediately preceding the designated date of issuance or on such other reasonable basis for determining fair market value as the Hardship Committee may from time to time adopt. You must provide adequate documentation to the Hardship Committee in order to be eligible for the issuance of shares to confirm the amount needed to satisfy the costs related to the Unforeseeable Financial Emergency and the taxes payable on the release of such shares. If you have elected, pursuant to Paragraph 4, to receive the shares of Common Stock subject to this Agreement in the form of installments, the number of shares issued to you due to the Unforeseeable Financial Emergency pursuant to this Paragraph 8 shall be deducted from the remaining installments to be issued to you starting with the last in time of such installments scheduled to be issued.

9. Miscellaneous. This Agreement may not be amended except in writing. Neither the existence of the Plan and this Agreement nor the award granted hereby shall create any right to continue to be employed by the Company or its 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 9 shall be construed as requiring that any such conflict be resolved in a manner that the Company determines would be inconsistent with Section 409A or would result in adverse or unintended tax consequences to you under Section 409A. To the extent that the Committee or the Hardship Committee is authorized to make a determination under this Agreement, all such determinations shall be in the sole discretion of the Committee, the Hardship Committee or their respective delegates.

10. Definitions and Rules of Construction.

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

“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.

“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

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

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

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

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

“Company” means Wyeth.

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

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

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

“Disability” means a 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 Administration.

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

“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 (5)(d)(i) and Paragraph (5)(d)(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 (5)(d)(i) and Paragraph (5)(d)(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 5(d)(iv).

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

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

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

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

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

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

“Retirement” means, for purposes of 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

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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.

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

“Unforeseeable Financial Emergency” means a severe financial hardship to you resulting from (a) an illness or accident of you, your spouse, your Beneficiary or any of your dependents (as defined in Section 152 of the Code, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B) of the Code), (b) a loss of your property by reason of casualty (including the need to rebuild your home following damage to your home not otherwise covered by insurance) or (c) such other extraordinary and unforeseeable financial circumstances, arising as a result of events beyond your control. The definition of Unforeseeable Financial Emergency and the procedures related to payments in connection therewith shall comply with the applicable provisions of Section 409A as reasonably construed by the Hardship Committee.

“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 authorizing the Company to withhold federal, state and local income taxes from any payment under this Agreement.

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

11. Compliance with Laws.

(a) General Rule. This Agreement shall be governed by the laws of the State of Delaware and any applicable laws of the United States. Notwithstanding anything herein to the contrary, the Company shall not be obligated to issue any Units or shares of Common Stock of the Company represented thereby pursuant to this Agreement unless and until the Company is advised by its counsel that the issuance of such shares through book-entry form by a credit to an account maintained on your behalf, or through a stock certificate representing such shares, is in compliance with all applicable laws and regulations of governmental authority; provided, however, that any action or inaction by the Company pursuant to this Paragraph 11(a) with respect to issuance of Units or shares shall be in accordance with Paragraph 11(c). 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

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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.

(c) Section 16. If you are subject to Section 16 of the Exchange Act, transactions under the Plan and this Agreement are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent any provision of the Plan or this Agreement or action by the Committee involving you is deemed not to comply with an applicable condition of Rule 16b-3 or its successor under the Exchange Act or other applicable law (including, without limitation, other federal securities laws), issuance of such shares shall be delayed in 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. In the event the Plan or this Agreement does not include a provision required by Rule 16b-3 to be stated therein, such provision (other than one relating to eligibility requirements or the price and amount of awards as applicable) shall be deemed automatically to be incorporated by reference into the Plan and/or this Agreement insofar as you are concerned, with such incorporation to be deemed effective as of the effective date of such Rule 16b-3 provision.

12. Change of Control.

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

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

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

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

13. Effect of Acknowledgement. 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

TERMS AND CONDITIONS OF DEFERRAL ELECTIONS

AND RE-DEFERRAL ELECTIONS

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

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

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

3. All Deferral Elections and Re-Deferral Elections shall conform to Section 409A.

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

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

b. A Retirement Benefit is a distribution of all such shares of Common Stock in the form of either a lump sum or annual installments (over 3 to 15 years) issued as of the tenth day of the month following the month of your Retirement or a later date that is one or more years after your Retirement. Installments will be treated as a single payment form. You must elect a Payment Date that will result in all shares earned and issuable under this Agreement being issued to you no later than the end of the calendar year in which you attain age 80. If your payment election would result in the issuance of shares to you following the calendar year in which you attain age 80, any earned and unissued shares otherwise scheduled pursuant to your election to be issued to you after the year in which you attain age 80 will be issued to you on the scheduled payment date for the year in which you attain age 80.

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5. You may make a Re-Deferral Election subject to the following terms and conditions:

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

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

Except as otherwise provided in Paragraph 6 (circumstances under which the Units are forfeited), your Units vest as of the earliest of the date on which (i) you become Retirement eligible and have been in the continuous employment of the Company or its Affiliates for two years, whether or not you actually retire, (ii) you incur a Separation from Service by reason of your Disability or your death, if you have been in the continuous employment of the Company or its Affiliates for the two-year period ending on your Separation from Service, (iii) the Conversion Date occurs and (iv) there is a Change in Control. In all cases, your Re-Deferral Election must defer issuance of the shares of Common Stock for a period of not less than five years from the Payment Date then in effect under your Deferral Election or Re-Deferral Election (if any) or the Payment Date established under this Agreement and must comply with Paragraph 4(b). Further, your Re-Deferral Election will not take effect until at least 12 months after the date on which such election is made.

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

a. Your Deferral Election or Re-Deferral Election, as the case may be, will not be given effect if you incur a Separation from Service by reason of your Disability or death.

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

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

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d. If you make a Deferral Election or Re-Deferral Election to receive the shares earned and issuable to you under this Agreement as a Retirement Benefit issued in installments, and the first installment is delayed to January 31, 2008 pursuant to Paragraph 5(e) and/or Paragraph 7(a)(i)(B) as a result of your Retirement in 2007, the second installment shall be issued as of the first day of the month following the first anniversary of your Separation from Service and each subsequent installment shall be issued as of the first day of the month following the anniversary of your Separation from Service.

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

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

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

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

i. Notwithstanding anything in this Agreement to the contrary, for purposes of Paragraphs 7(a)(i)(B) and 7(b)(ii), if the Payment Date(s) specified in your Deferral Election or Re-Deferral Election is the first day of the month following your Retirement, then the shares of Common Stock, issuable to you under this Agreement, shall be issued as of the tenth day of the month following the month in which you incur a Separation from Service by reason of your Retirement.

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ANNEX B

ADMINISTRATIVE FEE

Wyeth RSU

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

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EX-10.20

Exhibit 10.20

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. 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 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.

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(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 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

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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, 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

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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 upon 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-10.21

Exhibit 10.21

WYETH

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH 2002 STOCK INCENTIVE PLAN

DATE OF GRANT:

NUMBER OF SHARES SUBJECT

TO AWARD: [####]

Name

Address 1

Address 2

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

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(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 Third 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 Fifth Anniversary Date by reason of Retirement, Disability or death and (ii) 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

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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 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

4

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 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.

“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.

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“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 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 upon 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

8

ANNEX A

ADMINISTRATIVE FEE

Wyeth RSU

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

EX-10.22

Exhibit 10.22

WYETH

DEFERRED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH 2006 NON-EMPLOYEE

DIRECTOR STOCK INCENTIVE PLAN

[Name and Address of Grantee] (the “Grantee”) DATE OF GRANT:

NUMBER OF DEFERRED STOCK UNITS: 1,200

1. Grant of Deferred Stock Unit Award. Wyeth, a Delaware corporation (the “Company”), pursuant to its 2006 Non-Employee Director Stock Incentive Plan (the “Plan”), hereby grants to the Grantee the number of Deferred Stock Units specified above (the “Deferred Stock Unit Award”). Each Deferred Stock Unit shall represent the right to receive one share of Stock subject to the terms and conditions set forth herein, as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Deferred Stock Unit Award Agreement (this “Agreement”), the Plan shall govern and control.

2. Vesting Schedule. Subject to the Grantee’s continued Board Membership through the applicable vesting date, the Deferred Stock Unit Award shall become fully vested on the earlier of (i) the date that is twelve (12) months from the Date of Grant, or (ii) the day immediately prior to the next Annual Meeting following the Date of Grant; provided, however, that no portion of the Deferred Stock Unit Award shall become vested prior to the date upon which the Grantee has completed two years of continuous Board Membership following the Grantee’s election to the Board. Notwithstanding the foregoing, and subject to applicable laws, the Deferred Stock Unit Award set forth in this Agreement shall become immediately vested upon the occurrence of a Change in Control solely to the extent provided in Section 13 hereof.

3. Accelerated Vesting and Forfeiture of Deferred Stock Unit Award Upon Termination of Board Membership. In the event that the Grantee incurs a Termination of Board Membership on account of the Grantee’s death, and if the Grantee has completed at least two years of continuous Board Membership, all unvested Deferred Stock Units granted under this Agreement and held by the Grantee as of such termination date shall immediately become fully vested. In the event that the Grantee incurs a Termination of Board Membership for any other reason, all unvested Deferred Stock Units granted under this Agreement and held by the Grantee as of such termination date shall immediately expire and be forfeited without further consideration to the Grantee.

4. Distribution Election. The Deferred Stock Unit Award granted under this Agreement shall be distributed following the Grantee’s Termination of Board Membership in accordance with (i) the Grantee’s Initial Election, filed in connection with the first Deferred Stock Unit Award granted to the Grantee pursuant to the Plan (or the Default Election, if no

timely Initial Election was made) or (ii) the most recent Distribution Election Modification Form applicable to this Deferred Stock Unit Award. The Grantee may elect to change the time or form of payment for any future Deferred Stock Unit Award by filing a Distribution Election Modification Form, in the form attached hereto as Exhibit A, with the Company. The most recent Distribution Election Modification Form (or, if none, the Initial Election or Default Election) will remain in effect until the Grantee files in accordance with this Agreement, a Distribution Election Modification Form. A Distribution Election Modification Form may be filed at any time prior to, and must be filed no later than, December 31, or such earlier date prescribed by the Committee, of the calendar year prior to the calendar year of the date of grant of the Deferred Stock Unit Award with respect to which the modification is to be effective and will become irrevocable as of such December 31 or earlier date. Any such Distribution Election Modification Form shall apply to all of the Grantee’s deferred stock unit awards granted in calendar years subsequent to the calendar year of filing of such election, unless and until a new Distribution Election Modification Form is filed with the Company. If the Grantee submits a completed Distribution Modification Election Form that is not timely or makes a distribution election not otherwise permitted by the Plan, such form will be disregarded, such new election will be ineffective and the Grantee’s election (including the Default Election) in effect at the time that the Grantee submitted such form will remain in effect. Any election pursuant to this Section 4 may be changed before the last permissible date for filing such election.

5. Deferred Unit Account. On the Date of Grant, the Company shall credit the Grantee’s previously established Deferred Unit Account with the number of Deferred Stock Units attributable to the Deferred Stock Unit Award.

6. Contribution of Stock to Trust. On the Date of Grant, the Company shall contribute to the Trust for the benefit of the Grantee a number of shares of Stock equal to the number of Deferred Stock Units granted to the Grantee pursuant to the Deferred Stock Unit Award. The Company shall instruct the Trustee to allocate the number of shares of Stock attributable to the Deferred Stock Unit Award to the Grantee’s previously established Deferred Stock Account. Stock held in the Deferred Stock Account (including, without limitation, Dividend Equivalents) shall be subject to vesting to the same extent that the Deferred Stock Unit Award is subject to vesting. Upon forfeiture of all or a portion of the Deferred Stock Unit Award as provided in Section 3 above, the corresponding number of shares of Stock held in the Deferred Stock Account shall be forfeited and returned to the Company.

7. Dividend Equivalents. 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 the Grantee’s Deferred Unit Account. From time to time, the Company shall deduct the value of full and/or fractional shares of Stock, as determined by the Committee, from the Grantee’s Deferred Unit Account and contribute such full and/or fractional shares of Stock to the Grantee’s Deferred Stock Account in the Trust. Dividend Equivalents and shares of Stock attributable to such Dividend Equivalents shall be subject to forfeiture in the same manner as the Deferred Stock Unit Award and, to the extent not forfeited, distributed to the Grantee in the same form and at the same time as the shares of Stock subject to this Deferred Stock Unit Award.

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8. Payment of Deferred Stock Unit Awards.

(a) The shares of Stock attributable to this Deferred Stock Unit Award (including shares attributable to Dividend Equivalents) shall be held in the Trust until the Grantee’s Termination of Board Membership. Following such Termination of Board Membership for any reason except death, the shares of Stock held in the Grantee’s Deferred Stock Account attributable to the vested Deferred Stock Units granted hereunder shall be distributed by the Trustee to the Grantee, 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 the Grantee pursuant to the Grantee’s Distribution Election Form or Default Election, as applicable. Upon the death of a Grantee, undistributed shares of Stock attributable to this Deferred Stock Unit Award shall be distributed in a lump sum to the Grantee or the Grantee’s estate or beneficiary, as applicable (net of required withholding for federal, state, local and foreign taxes, if any), disregarding the election pursuant to Section 4 hereof, on the first day of the month following the Grantee’s death.

(b) Notwithstanding anything in Section 8 to the contrary, (i) 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 due to death during the period beginning on the Grantee’s Termination from Board Membership and ending on the six-month anniversary of such date and (ii) at the time of such Termination of Board Membership, the Grantee 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.

9. No Right to Board Membership. This Agreement does not confer upon the Grantee any right to remain a member of the Board, nor confer any obligation on the part of the Company or the Board to nominate the Grantee for re-election by the Company’s stockholders.

10. Non-Transferability. The Deferred Stock Unit Award may not be assigned or transferred, pledged or sold prior to its delivery to the Grantee or, in the case of the Grantee’s death, to the Grantee’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the transfer of the Deferred Stock Unit Award for estate planning purposes shall be allowed in accordance with applicable law.

11. Government and Other Regulations.

(a) 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 11, 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

3

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. Accordingly, if the Committee reasonably anticipates that payment of any Deferred Stock Unit Award would violate Federal securities laws or any other applicable law, the Committee may, in its discretion, delay payment; provided that such delay may be effected in a manner that will not result in the imposition on any person of taxes, interest or penalties under Section 409A. In the event of such delay, the payment of the Awards in Stock shall be made as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation of applicable law or imposition of taxes.

(b) 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.

12. Change in Capital Structure. This Agreement and the number of Deferred Stock Units subject to this Deferred Stock Unit Award shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number or kind of a share of Stock or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or other consideration subject to this Deferred Stock Unit Award 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 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, the Grantee, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan.

13. Change in Control. In the event of a Change in Control, notwithstanding the vesting schedule set forth above, or any other limitation on vesting, (i) all unvested Deferred Stock Units subject to this Deferred Stock Unit Award shall immediately become 100% vested and the forfeiture provisions thereon shall lapse and (ii) the shares of Stock attributable to the Grantee’s Deferred Stock Unit Award (including shares attributable to Dividend Equivalents) shall be distributed in accordance with Section 8 hereof, unless the Change in Control is a Section 409A Change in Control Event. On the day following such Section 409A Change in Control Event any outstanding Deferred Stock Unit Awards shall be cancelled and the Grantee shall receive, on the first day following such Change in Control, in a lump sum:

(a) the value (determined in accordance with the Plan) of such Deferred Stock Unit Awards distributed in a lump sum (net of required withholding for federal, state, local and foreign taxes); and

(b) the value (determined in accordance with the Plan) of any Dividend Equivalents then credited to the Grantee’s Deferred Unit Account which have not yet been converted into shares of Stock and contributed to the Trust (net of required withholding for federal, state, local and foreign taxes, if any) distributed in cash.

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14. Administration. Subject to the express provisions of the Plan, this Agreement and the Plan are to be interpreted and administered by the Committee, whose determination shall be final. The Committee shall have the discretionary authority to amend this Agreement without the Grantee’s prior consent solely to the extent that any such amendment may be effected in a manner that will not cause any person to incur taxes, interest or penalties under Section 409A (“Section 409A Compliance”). The Committee shall not have the discretionary authority to accelerate or delay the time of distribution of the shares of Stock attributable to a Grantee’s Deferred Stock Unit Award, except to the extent that any such acceleration or delay may be effected in a manner that will result in Section 409A Compliance.

15. Governing Law. This Agreement shall be governed by the laws of the State of Delaware and in accordance with such federal law as may be applicable.

[Signatures to follow on next page]

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THE UNDERSIGNED GRANTEE ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF THE DEFERRED STOCK UNIT AWARD UNDER THIS AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AGREEMENT AND THE PLAN.

WYETH

Chairman and Chief Executive Officer

Accepted and agreed to:

Name (please print)

Signature

EX-10.23

Exhibit 10.23

WYETH

DEFERRED STOCK UNIT AWARD AGREEMENT

UNDER THE WYETH 2006 NON-EMPLOYEE

DIRECTOR STOCK INCENTIVE PLAN

[Name and Address of Grantee] (the “Grantee”) DATE OF GRANT:

NUMBER OF DEFERRED STOCK UNITS: 1,200

1. Grant of Deferred Stock Unit Award. Wyeth, a Delaware corporation (the “Company”), pursuant to its 2006 Non-Employee Director Stock Incentive Plan (the “Plan”), hereby grants the Grantee the number of Deferred Stock Units specified above (the “Deferred Stock Unit Award”). Each Deferred Stock Unit shall represent the right to receive one share of Stock subject to the terms and conditions set forth herein, as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. Capitalized terms not defined herein shall have the meaning ascribed to them in the Plan. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Deferred Stock Unit Award Agreement (this “Agreement”), the Plan shall govern and control.

2. Vesting Schedule. Subject to the Grantee’s continued Board Membership through the applicable vesting date, the Deferred Stock Unit Award shall become fully vested on the date that is twelve (12) months and thirty (30) days following the Date of Grant; provided, however, that no portion of the Deferred Stock Unit Award shall become vested prior to the date upon which the Grantee has completed two years of continuous Board Membership following the Grantee’s election to the Board.

3. Accelerated Vesting and Forfeiture of Deferred Stock Unit Award Upon Termination of Board Membership. In the event that the Grantee incurs a Termination of Board Membership on account of the Grantee’s death, and if the Grantee has completed at least two years of continuous Board Membership, all unvested Deferred Stock Units granted under this Agreement and held by the Grantee as of such termination date shall immediately become fully vested. In the event that the Grantee incurs a Termination of Board Membership for any other reason, all unvested Deferred Stock Units granted under this Agreement and held by the Grantee as of such termination date shall immediately expire and be forfeited without further consideration to the Grantee.

4. Distribution Election. Within thirty (30) days following the Date of Grant, the Grantee shall make an Initial Election by filing an initial Distribution Election Form, in the form attached hereto as Exhibit A (the “Distribution Election Form”), with the Company indicating whether the distribution of the Deferred Stock Unit Award, if vested, upon the Termination of Board Membership is to be made in a lump sum or in a series of 2 to 10 substantially equal annual installments on (or commencing on) (i) the date on which the Grantee incurs a Termination of Board Membership or (ii) on January 31^st one or more years after the year in

which the Grantee incurs a Termination of Board Membership. If the Grantee fails to file a timely Distribution Election Form or makes a distribution election not otherwise permitted by the Plan, the Deferred Stock Unit Award, by default, shall be distributed in a lump sum on the date on which the Grantee incurs a termination of the Grantee’s Board Membership (the “Default Election”). The initial election (or the Default Election, if applicable) shall be a standing election and shall apply to the Deferred Stock Unit Award granted under this Agreement and, unless such standing election is modified, to all of the Grantee’s subsequent Deferred Stock Unit Awards. The Grantee may elect to change the time and form of payment for any future Deferred Stock Unit Award by filing a Distribution Election Modification Form, in the form attached hereto as Exhibit B, with the Company. A Distribution Election Modification Form must (i) be in accordance with the Plan, and (ii) be made in writing and filed no later than December 31, or such earlier date prescribed by the Committee, in the calendar year prior to the calendar year in which the Deferred Stock Unit Award with respect to which the modification shall be effective is granted. Any such Distribution Election Modification Form shall apply to all of the Grantee’s Deferred Stock Unit Awards granted in calendar years subsequent to the filing of such election, unless and until a new Distribution Election Modification Form is filed with the Company. An Initial Election pursuant to this Section 4 shall be in accordance with the Applicable Transition Relief and shall not apply if the Deferred Stock Unit Award would otherwise be distributable in the calendar year in which the election is made. An election pursuant to this Section 4 shall become irrevocable on the last permissible date for making such election but may be changed at any time before such date. “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.

5. Deferred Unit Account. On the Date of Grant, the Company shall establish a Deferred Unit Account for the Grantee and shall credit such newly established Deferred Unit Account with the number of Deferred Stock Units attributable to the Deferred Stock Unit Award.

6. Contribution of Stock to Trust. On the Date of Grant, the Company shall contribute to the Trust for the benefit of the Grantee a number of shares of Stock equal to the number of Deferred Stock Units granted to the Grantee pursuant to the Deferred Stock Unit Award. The Company shall instruct the Trustee to establish a Deferred Stock Account for the Grantee and allocate the number of shares of Stock attributable to the Deferred Stock Unit Award to such newly established Deferred Stock Account. Stock held in the Deferred Stock Account (including, without limitation, Dividend Equivalents) shall be subject to vesting to the same extent that the Deferred Stock Unit Award is subject to vesting. Upon forfeiture of all or a portion of the Deferred Stock Unit Award as provided in Section 3 above, the corresponding number of shares of Stock held in the Deferred Stock Account shall be forfeited and returned to the Company.

7. Dividend Equivalents. 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 the Grantee’s Deferred Unit Account. From time to time, the Company shall deduct the value of full and/or

fractional shares of Stock, as determined by the Committee, from the Grantee’s Deferred Unit Account and contribute such full and/or fractional shares of Stock to the Grantee’s Deferred Stock Account in the Trust. Dividend Equivalents and shares of Stock attributable to such Dividend Equivalents shall be subject to forfeiture in the same manner as the Deferred Stock Unit Award and, to the extent not forfeited, distributed to the Grantee in the same form and at the same time as the shares of Stock subject to this Deferred Stock Unit Award.

8. Payment of Deferred Stock Unit Awards.

(i) The shares of Stock attributable to this Deferred Stock Unit Award (including shares attributable to Dividend Equivalents) shall be held in the Trust until the Grantee’s Termination of Board Membership. Following such Termination of Board Membership for any reason except death, the shares of Stock held in the Grantee’s Deferred Stock Account attributable to the vested Deferred Stock Units granted hereunder shall be distributed by the Trustee to the Grantee, 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 the Grantee pursuant to the Grantee’s Distribution Election Form or Default Election, as applicable. Upon the death of a Grantee, undistributed shares of Stock attributable to this Deferred Stock Unit Award shall be distributed in a lump sum to the Grantee or the Grantee’s estate or beneficiary, as applicable (net of required withholding for federal, state, local and foreign taxes, if any), disregarding the election pursuant to Section 4 hereof, on the first day of the month following the Grantee’s death.

(ii) Notwithstanding anything in Section 8 to the contrary, (i) 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 due to death during the period beginning on the Grantee’s Termination from Board Membership and ending on the six-month anniversary of such date and (ii) at the time of such Termination of Board Membership, the Grantee 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.

9. No Right to Board Membership. This Agreement does not confer upon the Grantee any right to remain a member of the Board, nor confer any obligation on the part of the Company or the Board to nominate the Grantee for re-election by the Company’s stockholders.

10. Non-Transferability. The Deferred Stock Unit Award may not be assigned or transferred, pledged or sold prior to its delivery to the Grantee or, in the case of the Grantee’s death, to the Grantee’s legal representative or legatee or such other person designated by an appropriate court; provided, however, that the transfer of the Deferred Stock Unit Award for estate planning purposes shall be allowed in accordance with applicable law.

11. Government and Other Regulations.

(a) 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 11, 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. Accordingly, if the Committee reasonably anticipates that payment of any Deferred Stock Unit Award would violate Federal securities laws or any other applicable law, the Committee may, in its discretion, delay payment; provided that such delay is effected in a manner that will not result in the imposition on any person of taxes, interest or penalties under Section 409A. In the event of such delay, the payment of the Awards in Stock shall be made as of the earliest date the Committee reasonably anticipates that such issuance will not cause such violation of applicable law or imposition of taxes.

(b) 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.

12. Change in Capital Structure. This Agreement and the number of Deferred Stock Units subject to this Deferred Stock Unit Award shall be subject to adjustment or substitution, as determined by the Committee in its sole discretion, as to the number or kind of a share of Stock or as otherwise determined by the Committee to be equitable (i) in the event of changes in the outstanding Stock or other consideration subject to this Deferred Stock Unit Award 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 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, the Grantee, or which otherwise warrants equitable adjustment because it interferes with the intended operation of the Plan.

13. Change in Control. In the event of a Change in Control, notwithstanding the vesting schedule set forth above, or any other limitation on vesting, (i) all unvested Deferred Stock Units subject to this Deferred Stock Unit Award shall immediately become 100% vested and the forfeiture provisions thereon shall lapse and (ii) the shares of Stock attributable to the Grantee’s Deferred Stock Unit Award (including shares attributable to Dividend Equivalents) shall be distributed in accordance with Section 8, unless the Change in Control is a Section 409A Change in Control Event. On the day following such Section 409A Change in Control Event, any outstanding Deferred Stock Unit Awards shall be cancelled and the Grantee shall receive, on the first day following such Change in Control, in a lump sum:

(a) the value (determined in accordance with the Plan) of such Deferred Stock Unit Awards distributed in a lump sum (net of required withholding for federal, state, local and foreign taxes, if any); and

(b) the value (determined in accordance with the Plan) of any Dividend Equivalents then credited to the Grantee’s Deferred Unit Account which have not yet been converted into shares of Stock and contributed to the Trust (net of required withholding for federal, state, local and foreign taxes, if any) distributed in cash;

provided, however, that if such Change in Control occurs in 2007, such lump sum shall be distributed on January 2, 2008.

14. Administration. Subject to the express provisions of the Plan, this Agreement and the Plan are to be interpreted and administered by the Committee, whose determination shall be final. The Committee shall have the discretionary authority to amend this Agreement without the Grantee’s prior consent solely to the extent that any such amendment may be effected in a manner that will not cause any person to incur taxes, interest or penalties under Section 409A (“Section 409A Compliance”). The Committee shall not have the discretionary authority to accelerate or delay the time of distribution of the shares of Stock attributable to a Grantee’s Deferred Stock Unit Award, except to the extent that any such acceleration or delay may be effected in a manner that will result in Section 409A Compliance.

15. Governing Law. This Agreement shall be governed by the laws of the State of Delaware and in accordance with such federal law as may be applicable.

[Signatures to follow on next page]

THE UNDERSIGNED GRANTEE ACKNOWLEDGES RECEIPT OF THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF THE DEFERRED STOCK UNIT AWARD UNDER THIS AGREEMENT, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AGREEMENT AND THE PLAN.

WYETH

Chief Executive Officer

Accepted and agreed to:

Name (please print)

Signature

EX-12

Exhibit 12

Wyeth

Computation of Ratio of Earnings to Fixed Charges

(In thousands except ratio amounts)

	Six Months Ended June 30, 2008	Year Ended December 31,
		2007	2006		2005		2004		2003
Earnings (Loss):
Income (loss) from continuing operations before income taxes	$3,376,833	$6,456,682	$5,429,904		$4,780,589		$(129,847)		$2,361,612
Add:
Fixed charges	317,478	754,290	625,513		461,431		360,805		346,564
Minority interests	10,477	23,277	29,769		26,492		27,867		32,352
Amortization of capitalized interest	15,900	24,240	22,465		21,356		9,350		8,772
Less:
Equity income (loss)	89	130	(317	)	(104	)	(524	)	(468	)
Capitalized interest	33,400	79,600	71,400		46,450		86,750		115,800
Total earnings as defined	$3,687,199	$7,178,759	$6,036,568		$5,243,522		$181,949		$2,633,968
Fixed Charges:
Interest and amortization of debt expense	$255,224	$616,983	$498,847		$356,834		$221,598		$182,503
Capitalized interest	33,400	79,600	71,400		46,450		86,750		115,800
Interest factor of rental expense (1)	28,854	57,707	55,266		58,147		52,457		48,261
Total fixed charges as defined	$317,478	$754,290	$625,513		$461,431		$360,805		$346,564
Ratio of earnings to fixed charges	11.6	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-31.1

Exhibit 31.1

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 Quarterly Report on Form 10-Q of Wyeth (the registrant);

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

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

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

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

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

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

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

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

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

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

Dated: August 4, 2008

By:	/s/    Bernard Poussot
	Bernard Poussot
	Chairman, President and
	Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF DISCLOSURE

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory Norden, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated: August 4, 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 Quarterly Report of Wyeth (the Company) on Form 10-Q for the fiscal quarter ended June 30, 2008, as filed with the Securities and Exchange Commission on August 4, 2008 (the Report), I, Bernard Poussot, Chairman, 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: August 4, 2008

By:	/s/    Bernard Poussot
	Bernard Poussot Chairman, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Wyeth (the Company) on Form 10-Q for the fiscal quarter ended June 30, 2008, as filed with the Securities and Exchange Commission on August 4, 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: August 4, 2008

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