10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

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

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

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

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

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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.

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

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

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

Aggregate market value at June 30, 2008 $ 63,461,870,952

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

	Outstanding at January 31, 2009
Common Stock, $0.33  1/3 par value	1,331,416,350

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

(1) 2008 Financial Report—In Parts I and II

(2) Definitive Proxy Statement expected to be filed no later than 120 days after the end of the fiscal year covered by this Form 10-K – In Part III

PART I

ITEM 1. BUSINESS

General

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

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

On January 26, 2009, we announced that we had entered into a definitive merger agreement with Pfizer Inc. (Pfizer) and a wholly owned subsidiary of Pfizer, pursuant to which the Pfizer subsidiary will merge with and into the company, with the company surviving as a wholly owned subsidiary of Pfizer. Under the terms of the merger agreement, each outstanding share of our common stock, other than shares of restricted stock (for which holders will be entitled to receive cash consideration pursuant to separate terms of the merger agreement), and shares of common stock held directly or indirectly by the company or Pfizer (which will be canceled as a result of the proposed merger), and other than those shares with respect to which appraisal rights are properly exercised and not withdrawn, will be converted into the right to receive $33.00 in cash, without interest, and 0.985 shares of common stock of Pfizer. The proposed merger has been approved by the Board of Directors of both companies and remains subject to approval by our stockholders, as well as certain additional conditions and approvals of various regulatory authorities. There are no assurances that the proposed merger with Pfizer will be consummated on the expected timetable (during the second half of 2009), or at all. Unless stated otherwise, all forward-looking information contained in this report does not take into account or give any effect to the impact of our proposed merger with Pfizer. See Note 17 to our consolidated financial statements, Merger Agreement with Pfizer, contained in our 2008 Financial Report, which is incorporated herein by reference, for additional details.

The following transactions are further described in Note 2 to our consolidated financial statements, Other Transactions, in our 2008 Financial Report:

• The acquisition of THERMACARE in 2008;

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

• The 2008, 2007 and 2006 net gains on sales and dispositions of assets.

Reportable Segments

Financial information, by reportable segment, for each of the three years ended December 31, 2008, 2007 and 2006 is set forth in Note 16 to our consolidated financial statements, Company Data by Segment, in our 2008 Financial Report.

We have four reportable segments: Pharmaceuticals, Consumer Healthcare, Animal Health and Corporate. Our Pharmaceuticals, Consumer Healthcare and Animal Health reportable segments are strategic business units that offer different products and services. The reportable segments are managed separately because they develop, manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies. We sell our diversified line of products to wholesalers, pharmacies, hospitals, governments, physicians, retailers and other health care institutions located in various markets in 145 countries throughout the world. Wholesale distributors and large retail establishments account for a large portion of our net revenue and trade receivables, especially in the United States. Our top three wholesale distributors accounted for approximately 29%, 32% and 31% of our net revenue in 2008, 2007 and 2006, respectively. Our

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largest wholesale distributor accounted for approximately 11%, 13% and 14% of net revenue in 2008, 2007 and 2006, respectively. We continuously monitor the creditworthiness of our customers. The product designations appearing in differentiated type are trademarks.

PHARMACEUTICALS SEGMENT

The Pharmaceuticals segment develops, manufactures, distributes and sells branded human ethical pharmaceuticals, biotechnology products, vaccines and nutritional products. These products are promoted and sold worldwide primarily to wholesalers, pharmacies, hospitals, governments, physicians, retailers and other human health care institutions. Some of these sales are made to large buying groups representing certain of these customers. Product categories and their respective products include: neuroscience therapies, including EFFEXOR and EFFEXOR XR (marketed as EFEXOR and EFEXOR XR internationally) and PRISTIQ; vaccines, including PREVNAR (marketed as PREVENAR internationally); musculoskeletal therapies, including ENBREL (co-promoted in the United States and Canada with Amgen, Inc. (Amgen)); nutritional products, including S-26 GOLD, PROGRESS GOLD and PROMIL GOLD (international markets only); gastroenterology drugs, including PROTONIX and generic pantoprazole (United States market only); anti-infectives, including ZOSYN (marketed as TAZOCIN internationally) and TYGACIL; oncology therapies, including TORISEL; hemophilia treatments, including BENEFIX Coagulation Factor IX (Recombinant), REFACTO albumin-free formulated Factor VIII (Recombinant) and XYNTHA/REFACTO AF (the European Union (EU) trade name for XYNTHA); immunological products, including RAPAMUNE; and women’s health care products, including PREMARIN and PREMPRO. We manufacture these products in the United States and Puerto Rico, and in 13 other countries.

Sales of EFFEXOR and EFFEXOR XR were 17%, 17% and 18% of net revenue for 2008, 2007 and 2006, respectively. Sales of ENBREL, including the alliance revenue recognized from a co-promotion agreement with Amgen for the United States and Canada, were 17%, 14% and 12% of net revenue for 2008, 2007 and 2006, respectively. Sales of PREVNAR were 12% and 11% of net revenue for 2008 and 2007, respectively. Except as noted above, no other single Pharmaceuticals product accounted for more than 10% of net revenue in 2008, 2007 or 2006.

CONSUMER HEALTHCARE SEGMENT

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

No single Consumer Healthcare product or category of products accounted for more than 10% of net revenue in 2008, 2007 or 2006.

ANIMAL HEALTH SEGMENT

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

No single Animal Health product or category of products accounted for more than 10% of net revenue in 2008, 2007 or 2006.

CORPORATE SEGMENT

Corporate is primarily responsible for the audit, controller, treasury, tax and legal operations of our businesses. This segment maintains and/or incurs certain assets, liabilities, income, expenses, gains and losses related to our overall management that are not allocated to the other reportable segments. See Note 16 to our consolidated financial statements, Company Data by Segment, in our 2008 Financial Report for Corporate segment information.

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Sources and Availability of Raw Materials

Generally, raw materials and packaging supplies are purchased in the open market from various outside vendors. Materials for certain of our products, including PREVNAR, ENBREL, PREMARIN, PRISTIQ, PROTONIX, BENEFIX, RAPAMUNE, ZOSYN, TYGACIL and oral contraceptives, are sourced from sole third-party suppliers. In some instances, such as REFACTO, we rely on third parties to manufacture the entire product. The loss of any sole source of supply or substantial increase in the price, or interruption in the supply of, any important raw material or commodity could have a material effect on our future results of operations.

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Patents and Trademarks

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

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

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

Product	Year
BENEFIX	2011
rhBMP-2	2014
EFFEXOR/EFFEXOR XR*	2008
ENBREL	2012
PREMPRO	2015
PRISTIQ	2022
PROTONIX**	2011
RAPAMUNE	2014
REFACTO	2010
TORISEL	2014 (if restoration granted, 2019)
TYGACIL	2016
XYNTHA	2010
ZOSYN***	2007

* In January 2006, we settled United States patent litigation with respect to a generic version of EFFEXOR XR and granted certain licenses to Teva Pharmaceutical Industries, Ltd. and Teva Pharmaceuticals USA, Inc. (collectively, Teva) in connection with the settlement. The patents involved in the Teva litigation, which expire in 2017, relate to extended release formulations of venlafaxine HCl and methods of using extended release formulations of venlafaxine HCl. During 2008, we settled United States patent litigation with Anchen Pharmaceuticals, Inc. (Anchen) and Impax Laboratories, Inc. (Impax) with respect to generic versions of EFFEXOR XR and granted

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certain licenses to those companies in connection with the settlements. These patents are the subject of pending litigation with other generic manufacturers. In 2007, we granted Sun Pharmaceutical Industries Ltd. (Sun) a covenant not to sue under these patents limited to the extended release tablet product defined in an Abbreviated New Drug Application (ANDA) filed by Sun with the U.S. Food and Drug Administration (FDA). In addition, in early 2008, we settled United States patent litigation with Osmotica Pharmaceutical Corp. (Osmotica), which had filed a New Drug Application (NDA) seeking FDA approval to market an extended release venlafaxine tablet product. Under the terms of the settlement, we granted Osmotica a royalty-bearing license under certain of our patents. See Note 15 to our consolidated financial statements, Contingencies and Commitments, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Challenging Business Environment” in our 2008 Financial Report.

** Certain of the patents covering PROTONIX are the subject of pending litigation. See Note 15 to our consolidated financial statements, Contingencies and Commitments, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Challenging Business Environment” in our 2008 Financial Report, including the discussion of the emergence of “at risk” generic competition beginning in December 2007.

*** Compound patent protection for ZOSYN expired in the United States in February 2007. Certain additional patent protection remains. Our current formulation of ZOSYN was approved by the FDA in 2005 and has additional patent protection until 2023. We believe that the timing and impact of generic competition for ZOSYN in the United States will depend, among other factors, upon the timing and nature of the FDA’s response to the citizen petitions filed by Wyeth and third parties regarding ZOSYN, which are discussed in greater detail in Note 15 to our consolidated financial statements, Contingencies and Commitments, in our 2008 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 July 2007. Accordingly, we are facing generic competition in a number of major markets outside the United States and may face generic competition in additional countries in the near future.

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

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

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

Extensions to market exclusivity are sought in the United States and other countries through a variety of relevant laws, including laws restoring or extending patent life. Some of the benefits of patent term restoration or extension have been offset by a general increase in the incentives for and use of generic products. In addition, changes in intellectual property laws in the United States and other countries through amendments to

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patent and other relevant laws and implementation of international treaties may be favorable or unfavorable to patent holders. Current legislative initiatives in the United States concerning changes in patent law may weaken patent protection in general. The impact of such changes on the pharmaceutical and biotechnology industries, as well as on the research-based universities and institutions with which we collaborate, likely would be negative.

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

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

After filing an ANDA containing a Paragraph IV certification, a generic challenger must provide notice to the NDA/patent holder. The NDA/patent holder may then file suit against the generic manufacturer to enforce its patents. If suit is filed within 45 days of the NDA/patent holder’s receiving this notice, then the FDA may not approve the ANDA for 30 months from the date the notice was received (sometimes referred to as the “30-month stay”). In many cases, the trial court reaches a final decision and rules on validity and infringement prior to the expiration of the 30-month stay. If all challenged patents are found invalid or not infringed, then the 30-month stay terminates and the generic manufacturer can enter the market upon receiving FDA approval. However, if one or more patents are found to be infringed, then the court must issue an order prohibiting the FDA from approving the generic product until the expiration of such patent(s). Some lawsuits, however, are not concluded prior to the expiration of the 30-month stay, and, in such cases, the FDA may approve the generic product upon the expiration of the period. Increasingly, generic manufacturers are choosing to market their products immediately upon expiration of the 30-month stay, following FDA approval. These are referred to as “at risk” launches, because they are made prior to any final court ruling regarding the merits of patent litigation and place the generic manufacturer “at risk” of potentially enormous patent damages. In such cases, the innovator is forced to seek a preliminary injunction preventing the generic manufacturer from marketing its product. If the innovator does not seek a preliminary injunction or the injunction is denied, the generic manufacturer may then launch its product “at risk.”

Generic manufacturers have used Paragraph IV certifications extensively to challenge patents on a wide array of innovative pharmaceuticals, including EFFEXOR XR and PROTONIX, and we expect this trend to continue. Generic manufacturers now challenge almost all patents for a product, even compound patents that provide basic patent protection to pharmaceutical products. These challenges are almost always filed at the earliest available opportunity, which for an NCE is four years after FDA approval. It is not uncommon to see multiple generic companies filing ANDAs with Paragraph IV certifications at this four-year anniversary. Finally, generic companies are also increasingly using “at risk” launches to pressure innovator companies for favorable patent litigation settlements.

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

A description of pending litigation with respect to certain of our patent rights, including generic challenges pursuant to the Hatch-Waxman Act, is included in Note 15 to our consolidated financial statements, Contingencies and Commitments, in our 2008 Financial Report.

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

Seasonality

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

Competition

PHARMACEUTICALS SEGMENT

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

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

CONSUMER HEALTHCARE SEGMENT

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

ANIMAL HEALTH SEGMENT

We compete with many major multinational competitors and numerous other producers of animal health products worldwide. Based on sales, we rank within the top 10 competitors in the worldwide animal health

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marketplace. Important competitive factors include price and cost-effectiveness; development of new products and processes; customer acceptance; quality and efficacy; patent and other intellectual property protection; innovation; scientific and technological advances; and promotion to distributors, veterinary professionals and consumers.

Competitive factors affecting some of our principal products are discussed in detail in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2008 Financial Report and under Item 1A. RISK FACTORS below.

Research and Development

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

Our research and development activities are conducted internally and also through collaborations with third parties, which may include universities, biotechnology companies and other pharmaceutical companies. We also seek out innovative compounds and technologies developed by third parties through licensing arrangements, collaborations and/or acquisitions. The development of novel pharmaceuticals, biologics and vaccines involves a lengthy and complex process from discovery to completion of clinical trials to receipt of regulatory approval for a product candidate or new indication. Product candidates can fail at any stage of the process and may not receive successful regulatory approval despite many years of research.

For a discussion of our potential new products in late-stage development, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Product Pipeline” in our 2008 Financial Report.

Research and development expenditures totaled $3,373.2 million in 2008, $3,256.8 million in 2007 and $3,109.1 million in 2006, with approximately 93% of these expenditures in the Pharmaceuticals segment for each of the years 2008, 2007 and 2006.

Regulation

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

In Europe, medicinal products are governed by a framework of EU regulations, which apply directly across all EU Member States, and EU Directives, the requirements of which are implemented at a national level. This regulatory framework governs, among other areas, the authorization and conduct of clinical trials, the marketing authorization process for medicinal products, manufacturing and import activities, and post-authorization activities, including pharmacovigilance. New medicinal products may either be authorized

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by the European Commission via a centralized procedure resulting in an EU-wide Marketing Authorization, or by the national regulatory authorities of individual EU Member States via a regulatory procedure that results in harmonized national authorizations. Approval via the centralized procedure is mandatory for medicinal products derived from biotechnology and other high technology processes, for all human medicines intended for use in specified disease categories, and for all designated orphan medicines intended for the treatment of rare diseases. Access to the centralized procedure is also available for a medicinal product that constitutes a significant therapeutic, scientific or technical innovation if such access is, in any other respect, in the interests of patient or animal health.

There were a number of significant legislative changes in Europe during 2007 and 2008. In January 2007, a new regulation on pediatric medicines became effective that imposes additional obligations with respect to the investigation of medicinal products in children. In July 2007, a new regulation became effective that enables the European Commission to impose fines on companies for breaches of obligations under centrally-granted marketing authorizations. In December 2008, a new regulation became effective that sets out the regulatory framework for advanced therapy medicinal products in the European Union and the European Commission announced three new legislative proposals intended to address counterfeiting and illegal distribution of medicines, provide access to information on prescription only medicines and strengthen the EU safety monitoring system for medicines. These proposals are not expected to receive final approval earlier than 2010.

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

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

In September 2007, the U.S. Food and Drug Administration Amendments Act (FDAAA) was signed into law. Among other provisions, the FDAAA provides the FDA with new legal authority over matters such as drug labeling, drug advertising and the conduct of post-marketing studies, and imposes new requirements concerning the public disclosure of clinical trials.

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

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 included a prescription drug benefit for individuals eligible for Medicare, which took effect on January 1, 2006. Although public opinion polls indicate high levels of satisfaction among Medicare beneficiaries with the drug benefit, Congress has periodically considered legislation that would amend this law and direct the Secretary of Health and Human Services to negotiate drug prices in the Medicare prescription drug coverage program. In addition, members of Congress have proposed legislation that would require drug manufacturers to pay rebates for lower-income beneficiaries enrolled in the prescription drug coverage program or that would increase the statutory minimum rebate under the Medicaid Program from 15.1% to a higher amount and/or extend the statutory rebates under the Medicaid program to Medicaid managed care organizations. If enacted into law, any of these changes could have the effect of imposing price controls on some or all of our prescription pharmaceutical products, which could have a negative impact on our net revenue and results.

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

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

For a discussion of additional regulatory matters and developments affecting our business, see Note 15 to our consolidated financial statements, Contingencies and Commitments, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Challenging Business Environment” in our 2008 Financial Report.

Environmental

Certain of our operations are affected by a variety of federal, state, local and international environmental protection laws and regulations, and, in a number of instances, we have been notified of our potential responsibility relating to the generation, storage, treatment and disposal of hazardous waste. In addition, we have been advised that we may be a responsible party in several sites on the National Priority List created by the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as Superfund. In connection with the spin-off in 1993 by American Cyanamid Company (Cyanamid), which we acquired in 1994, of Cytec Industries Inc. (Cytec), Cyanamid’s former chemicals business, Cytec assumed and agreed to indemnify Cyanamid against the environmental liabilities relating to the chemicals businesses, except for the former chemical business site at Bound Brook, New Jersey, and certain sites for which there is shared responsibility between Cyanamid and Cytec. This assumption is not binding on third parties, and if Cytec were unable to satisfy these liabilities, they would, in the absence of other circumstances, be enforceable against Cyanamid. We do not expect that we will have exposure to any of the liabilities assumed by Cytec.

Additional information on environmental matters is set forth in Note 8 to our consolidated financial statements, Other Liabilities, and Note 15 to our consolidated financial statements, Contingencies and Commitments, in our 2008 Financial Report.

Employees

At December 31, 2008, we had 47,426 employees worldwide, with 22,812 employed in the United States, including Puerto Rico. Approximately 12% of our worldwide employees are represented by various collective bargaining groups. Relations with most organized labor groups remain relatively stable.

Financial Information about Our United States and International Operations

Financial information about our United States and international operations for each of the three years ended December 31, 2008, 2007 and 2006 is set forth in Note 16 to our consolidated financial statements, Company Data by Segment, in our 2008 Financial Report.

Our operations outside the United States are conducted primarily through subsidiaries. International net revenue in 2008 amounted to 53% of our total worldwide net revenue.

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Our international businesses are subject to risks of currency fluctuations, governmental actions and other governmental proceedings, which are inherent in conducting business outside of the United States. Additional information about international operations is set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures about Market Risk” in our 2008 Financial Report.

Cautionary Note Regarding Forward-Looking Statements

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

• Our anticipated results of operations, financial condition and capital resources, including the discussion in our 2008 Financial Report under the caption “2009 Outlook”;

• 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 and cost savings related to implementing our productivity initiatives;

• Anticipated receipt of, and timing with respect to, regulatory filings and approvals and anticipated product launches, including, without limitation, each of the pipeline products discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Product Pipeline” in our 2008 Financial Report;

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

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

• Our assessment of the Phase 2 data for bapineuzumab and its implications for the Phase 3 program and future development of bapineuzumab, as well as our assessment of the status of the ongoing Phase 3 program;

• 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 litigation and hormone therapy litigation;

• Costs related to product liability litigation, 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, expected returns on pension plan assets and pension expense;

• Assumptions used in calculations of deferred tax assets;

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• 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, Impax and Anchen 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;

• Impact of the global economic environment;

• Interest rate and exchange rate fluctuations and our expectations regarding the anticipated impact of these fluctuations and of current credit and financial market conditions on our results; and

• Timing and expectations with respect to our proposed merger with Pfizer.

Each forward-looking statement contained in this report is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. We refer you to Item 1A. RISK FACTORS of this report for identification of important factors with respect to these risks and uncertainties, which, as described in more detail in Item 1A, include, among others: risks related to our proposed merger with Pfizer, including satisfaction of the conditions of the proposed merger on the proposed timeframe or at all, contractual restrictions on the conduct of our business included in the merger agreement, and the potential for loss of key personnel, disruption in key business activities or any impact on our relationships with third parties as a result of the announcement of the proposed merger; 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; the outcome of government investigations; 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; global economic conditions; interest and currency exchange rate fluctuations and volatility in the credit and financial markets; changes in generally accepted accounting principles; trade buying patterns; the impact of legislation and regulatory compliance; and risks and uncertainties associated with global operations and sales. The forward-looking statements in this report are qualified by these risk factors.

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

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those statements as well. Our business is subject to substantial risks and uncertainties, including those identified in this report. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

Availability of Information

This Annual Report on Form 10-K and all of our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments thereto are available on our Internet Web site at www.wyeth.com, without charge, promptly after filing with the Securities and Exchange Commission. Copies are also available, without charge, by contacting Wyeth Investor Relations at (877) 552-4744. From time to time, we may also use our Internet Web site at www.wyeth.com as a channel of distribution for financial and other material company information. In addition, you may automatically receive e-mail alerts and other information about the company by visiting the “E-mail Alerts” page of the “Investor Relations” section of our Web site at www.wyeth.com and submitting your e-mail address.

ITEM 1A. RISK FACTORS

Our future operating results may differ materially from the results described or incorporated by reference in this report due to risks and uncertainties related to our business and our industry, including those discussed below. In addition, these factors represent risks and uncertainties that could cause actual results to differ materially from those expressed or implied by forward-looking statements included or incorporated by reference in this report. We refer you to our “Cautionary Note Regarding Forward-Looking Statements,” on pages I-11 through I-13 of this report, which identifies some of the forward-looking statements included or incorporated by reference in this report. The risks described below are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations.

Risks Associated with Product Pricing and Demand

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

Sales of our pharmaceutical products both inside and outside the United States depend significantly on coverage and payment policies set by government health care authorities. These government entities increasingly employ cost-containment programs, including price controls, restrictions on reimbursement and requirements for substitution of generic products, to limit patient access to, and the amounts these entities and patients pay for, our products. The United States government, state legislatures and foreign governments have shown significant interest in implementing price controls and imposing additional restrictions on access to drugs, and several states have enacted some form of price controls, including preferred drug lists and reference pricing. Adoption of price controls and cost-containment measures in new jurisdictions, and adoption of more restrictive policies in jurisdictions with existing controls and measures, could adversely impact our net revenue and results. With growing pressures on government budgets due to the current economic downturn, government efforts to contain or reduce health care spending are likely to gain increasing emphasis.

In the United States, health care and prescription drug-related issues are receiving heightened legislative and regulatory attention. Several members of the new presidential administration and Congress have previously expressed support for cost-containment measures, such as a universal health insurance program, that could have significant implications for drug manufacturers. If enacted and implemented, such measures could result in decreased net revenue from our prescription pharmaceutical products and decrease potential returns from our research and development initiatives.

Cost-containment initiatives may include changes to the Medicare prescription drug benefit. The Medicare Prescription Drug, Improvement and Modernization Act of 2003 included a prescription drug benefit for individuals eligible for Medicare, which took effect on January 1, 2006. Although public opinion polls indicate high levels of satisfaction among Medicare beneficiaries with the drug benefit, Congress has periodically considered legislation that would amend this law and direct the Secretary of Health and Human Services to negotiate drug prices in the Medicare prescription drug coverage program. In addition, members of Congress have proposed legislation that would require drug manufacturers to pay rebates for lower-income beneficiaries enrolled in the prescription drug coverage program or that would increase the statutory minimum rebate under the Medicaid Program from 15.1% to a higher amount and/or extend the statutory rebates under the Medicaid program to Medicaid managed care organizations. If enacted into law, any of these changes could have the effect of imposing price controls on some or all of our prescription pharmaceutical products, which could have a negative impact on our net revenue and results.

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

Managed care organizations and other private insurers frequently adopt their own payment or reimbursement reductions. Consolidation among managed care organizations has increased the negotiating power of these entities. Private third-party payors, as well as governments, increasingly employ formularies to control costs by negotiating discounted prices in exchange for formulary inclusion.

Private health insurance companies and self-insured employers have been raising co-payments required from beneficiaries, particularly for branded pharmaceuticals and biotechnology products. Private health insurance companies also are increasingly imposing utilization management tools, such as requiring prior authorization for a branded product if a generic product is available or requiring that patient treatment first fail on a generic product before permitting access to a branded medicine. As the United States payor market concentrates further and more drugs become available in generic form, pharmaceutical companies may face greater pricing pressure from private third-party payors, who will continue to drive more of their patients to use lower cost generic alternatives.

Other developments in industry practices or technology also could directly or indirectly impact the reimbursement policies and practices of third-party payors. These actions may decrease usage and negatively impact the pricing of our products. The adoption of increasingly restrictive payment and reimbursement policies by third-party payors also could negatively impact our net revenue and results.

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

In some markets outside the United States, our products are subject to competition from products originating from jurisdictions where government price controls or other market dynamics, including the incursion of counterfeit products into the supply of medicines, result in lower revenue and income. For example, the World Health Organization estimates that more than 10% of medications being sold globally are counterfeit. Counterfeit products not only negatively impact our sales and violate our intellectual property rights but also, more importantly, pose significant risks to consumers. In addition, despite the well-documented risks, it is possible that Congress could enact legislation allowing commercial-scale importation of drugs into the United States, which could negatively impact our net revenue and results.

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

As a condition to granting marketing approval of a product, the FDA may require a company to conduct additional clinical trials. The results generated in these Phase IV trials could result in loss of marketing approval, changes in product labeling, or new or increased concerns about side effects or efficacy of a product. The FDAAA gives the FDA enhanced post-market authority, including the explicit authority to require post-market studies and clinical trials, labeling changes based on new safety information and compliance with FDA-approved risk evaluation and mitigation strategies. The FDA’s exercise of its authority under the FDAAA could result in delays or increased costs during product development, clinical trials and regulatory review, increased costs to comply with additional post-approval regulatory requirements and potential restrictions on sales of approved products. Foreign regulatory agencies often have similar authority and may impose comparable costs. Post-marketing studies, whether conducted by us or by others and whether mandated by regulatory agencies or voluntary, and other emerging data about marketed products, such as adverse event reports, may also adversely affect sales of our products. Further, the discovery of significant problems with a product similar to one of our products that implicate (or are perceived to implicate) an entire class of products could have an adverse effect on sales of the affected products. Accordingly, new data about our products, or products similar to our products, could negatively impact demand for our products due to real or perceived side effects or uncertainty regarding efficacy and, in some cases, could result in product withdrawal. For example, Amgen, our marketing partner for ENBREL in the United States, is in discussions with the FDA with respect to the class of tumor necrosis factor (TNF) inhibitor agents around several safety issues. On September 4, 2008, the FDA issued a Web Alert regarding its review of infections in patients treated with TNF inhibitor agents. The FDA requested that the boxed warning and warnings sections of the United States prescribing information and the medication guide for ENBREL be strengthened to include the risk of certain fungal infections, with the goal of increasing timely diagnosis and treatment. We understand that Amgen is working with the FDA to finalize the required revisions at this time. Such warnings could negatively impact demand for ENBREL.

Furthermore, new data and information, including information about product misuse, may lead government agencies, professional societies, practice management groups or organizations involved in various diseases to publish guidelines or recommendations related to the use of our products, recommended dosages of our products or the use of related therapies or place restrictions on sales. Such guidelines or recommendations may lead to lower sales of our products. For example, in 2007, our Consumer Healthcare business voluntarily withdrew our infant cough and cold products from the market, and the FDA convened a joint meeting of the Pediatric and Nonprescription Drugs Advisory Committees to discuss the safety and efficacy of OTC cough and cold products for use in children. The advisory committees recommended that these products no longer be used

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in children under the age of six. In October 2008, the FDA held a public hearing to solicit comment on certain scientific, regulatory and product use topics relating to children’s cough and cold products, and the FDA has indicated that it intends to issue proposed revised regulations on the use of OTC cough and cold products in children. We have initiated voluntary changes to the labeling of our ROBITUSSIN and DIMETAPP families of products to simplify the product labels by, among other things, separating ROBITUSSIN into two product lines: adult (for adults and children ages 12 and up) and children’s (for children ages six through 11). Regulatory agencies in other countries also have made, and in the future may make, similar recommendations on these products. These events have resulted in lower sales of our ROBITUSSIN and DIMETAPP families of products and may adversely impact sales of these products in the future. 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 supported 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 families of products could be adversely impacted. In addition, it is possible that concerns about misuse will lead to new point-of-sale restrictions on products containing dextromethorphan, such as our ROBITUSSIN and DIMETAPP families of products. For example, the World Health Organization and the United Nations are conducting a formal review of dextromethorphan to determine if it meets the applicable criteria for international scheduling status as a controlled substance. Such status may subject these products to additional restrictions on sale or other requirements that could negatively affect sales.

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

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

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

PROTONIX

In late 2007, Teva launched a generic version of PROTONIX tablets, despite the existence of the unexpired United States compound patent we exclusively license from Nycomed (previously Altana). Following this “at risk” launch and its resulting impact on the market, we launched our own generic version of PROTONIX tablets in January 2008. However, sales of our own generic have not, and cannot, offset the substantial harm caused by the launch of the infringing generics. A second generic manufacturer, Sun, also launched a generic version of PROTONIX tablets in January 2008, and a 30-month stay against another generic manufacturer, KUDCo, expired on January 25, 2009. See Note 15 to our consolidated financial statements, Contingencies and Commitments, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Challenging Business Environment” in our 2008 Financial Report for a description of the status of our patent litigation with Teva, Sun and KUDCo regarding PROTONIX. Generic competition has negatively impacted, and is expected to continue to negatively impact, our revenue from PROTONIX significantly. PROTONIX also faces competition from other prescription proton pump inhibitors, including several generic products, and multiple over-the-counter remedies.

EFFEXOR

Our EFFEXOR family of products, as well as PRISTIQ, competes against another serotonin norepinephrine reuptake inhibitor (SNRI), several selective serotonin reuptake inhibitors (SSRIs) and other antidepressant products. The expiration of the venlafaxine compound patent in the United States in June 2008 and in most major European markets in December 2008 has resulted in the introduction of a number of generic EFFEXOR (immediate release tablets) in the United States and both generic EFFEXOR (immediate release tablets) and generic EFFEXOR XR (extended release capsules) in a number of major global markets. Additionally, the increasing availability of generic versions of the active ingredient in several SSRIs and other antidepressant products puts competitive pressure on EFFEXOR XR (extended release capsules) and PRISTIQ. Late in 2005, we reached agreement with Teva on a settlement of the United States patent litigation pertaining to Teva’s proposed generic version of EFFEXOR XR (extended release capsules). 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

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launch based on certain specified events. Events that could trigger an earlier United States market entry by Teva with generic versions of EFFEXOR XR (extended release capsules) include specified market conditions and developments regarding the applicable Wyeth patents, including the outcome of other generic challenges to these patents. Seven lawsuits concerning such generic challenges currently are pending. There can be no assurance that the outcome of these litigations or the occurrence of specific market conditions will not trigger generic entry by Teva or another generic manufacturer before July 1, 2010. We estimate that approximately 98% of EFFEXOR (immediate release tablets) prescriptions in the United States have been converted to generic versions following Teva’s launch of its generic version in August 2006 and the subsequent launch of other generic versions in mid-2008, and we cannot exclude the possibility that the introduction of generic versions of EFFEXOR (immediate release tablets) in the United States will adversely impact our United States sales of EFFEXOR XR (extended release capsules), though we have not experienced any significant impact to date.

In early 2008, we settled our United States patent litigation with Osmotica, which had filed an NDA pursuant to 21 U.S.C. 355(b)(2) seeking FDA approval to market extended release venlafaxine HCl tablets. Venlafaxine HCl is the active ingredient used in EFFEXOR XR (extended release capsules). Under the terms of the settlement, we granted Osmotica a license under certain patents pursuant to which Osmotica will pay us a royalty on sales of its extended release venlafaxine HCl tablet. In May 2008, the FDA approved Osmotica’s tablet product but did not rate it as therapeutically equivalent 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. Osmotica launched its extended release tablet in October 2008, which likely will negatively impact our future sales of EFFEXOR XR (extended release capsules).

In 2008, we reached separate agreements with Impax and Anchen on settlements of the United States patent litigations pertaining to each party’s proposed generic version of EFFEXOR XR (extended release capsules). Under the terms of each settlement, we granted Impax and Anchen separate licenses that would permit each entity 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. Based on these settlement agreements, we expect that the launches of these generic alternatives will further erode our sales of EFFEXOR XR (extended release capsules) starting in 2011.

In addition, pursuant to an agreement reached with Teva with respect to a generic version of EFFEXOR XR (extended release capsules) in Canada, Teva launched a generic version of EFFEXOR XR (extended release capsules) in Canada in December 2006. Our combined net revenue in Canada from EFFEXOR (immediate release tablets) and EFFEXOR XR (extended release capsules) has decreased significantly since the availability of generic versions in that market. Additionally, the compound patent for venlafaxine in most other markets outside the United States expired in December 2008, and generic versions of EFFEXOR (immediate release tablets) and EFFEXOR XR (extended release capsules) have been introduced in a number of major non-United States markets. While the impact on our overall EFFEXOR results for 2008 was limited, we expect a significant impact on our sales of EFFEXOR XR (extended release capsules) throughout 2009 as generic versions are introduced in additional markets outside the United States. As generic competition intensifies globally and additional generic SSRIs, SNRIs and other antidepressant products enter markets, additional competitive pressure will occur.

Other Products

ENBREL faces competition from multiple alternative therapies depending on the indication and country. ENBREL also faces potential competition from therapies under development. While ENBREL continues to have a market leading position in most markets, including the United States, it has experienced some share loss to competitors.

ZOSYN faces generic competition in a number of major markets outside the United States, and may face generic competition in additional countries in the near future. Future sales of ZOSYN will be further negatively impacted in the event of generic competition in the United States and additional major markets. Compound patent protection for ZOSYN expired in the United States in February 2007 and in most major markets outside the United States in July 2007. Certain additional patent protection remains. Our current formulation of ZOSYN was approved by the FDA in 2005 and has additional patent protection until 2023. We believe that the timing and impact of generic competition for ZOSYN in the United States will depend, among other factors, upon the timing and nature of the FDA’s response to the citizen petitions filed by Wyeth and third parties regarding ZOSYN, which are discussed in greater detail in Note 15 to our consolidated financial statements, Contingencies and Commitments, in our 2008 Financial Report. However, generic competition for ZOSYN in the United States could occur at any time and likely would have a significant adverse impact on our sales of the product.

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

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We have an investigational 13-valent pneumococcal vaccine, the tradename of which is PREVNAR 13, for which we began filing applications for marketing approval in December 2008. A competitor has developed a 10-valent pneumococcal vaccine, which was recently approved for sale in Canada and is pending approval in other markets. In January 2009, the European Medicines Agency’s (EMEA) Committee for Medicinal Products for Human Use (CHMP) recommended approval of the 10-valent pneumococcal vaccine for marketing in the EU. If approved for sale in the EU and other markets, the 10-valent pneumococcal vaccine would compete with PREVNAR and/or, if approved, PREVNAR 13.

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

TORISEL, which was approved in 2007 for use in the treatment of patients with advanced renal cell carcinoma, faces competition from currently-approved products for this indication, and will face competition from several new compounds pending approval and from certain products in late stage development, if such compounds and products are approved.

The above examples are illustrative. Many of our products face competition from competitive products claiming better safety and/or efficacy profiles or cost-effectiveness than our products. Similarly, many of our products under development, if approved for marketing by regulatory authorities, will face competition from established products, including our own, and new products developed by us and other companies. For example, PRISTIQ, for the treatment of major depressive disorder, competes directly with our EFFEXOR family of products. We shifted promotional support from EFFEXOR XR (extended release capsules) to PRISTIQ following its approval by the FDA in February 2008 and its subsequent launch in May 2008. This shift in promotional support resulted in a slight decline in demand for EFFEXOR XR (extended release capsules), and sales of EFFEXOR may be adversely impacted over time by the reduction in promotional support.

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

Our biotechnology products, including ENBREL and PREVNAR, may face competition from biosimilars.

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

Risks Associated with Product and Customer Concentration

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

Our financial performance depends substantially on the performance of our principal products, including PREVNAR, ENBREL, our nutritionals product line, EFFEXOR/EFFEXOR XR, ZOSYN/TAZOCIN, our hemophilia treatments including BENEFIX Coagulation Factor IX (Recombinant), REFACTO albumin-free formulated Factor VIII (Recombinant) and XYNTHA/REFACTO AF and our PREMARIN family of products, particularly our ability to continue to significantly grow our net revenue from PREVNAR and ENBREL. In 2008, three of our products each accounted for more than 10% of our net revenue: EFFEXOR/EFFEXOR XR, which comprised approximately 17% of our net revenue in 2008; ENBREL, including the alliance revenue recognized from a co-promotion arrangement with Amgen, which comprised approximately 17% of our net revenue in 2008; and PREVNAR, which comprised approximately 12% of our net revenue in 2008.

Under our co-promotion agreement with Amgen, we and Amgen co-promote ENBREL in the United States and Canada and share in the profits from ENBREL sales in those countries, recorded as alliance revenue. The co-promotion term is currently scheduled to end in October 2013, and, subject to the terms of the agreement, we are entitled to a royalty stream for 36 months thereafter, which is significantly less than our current share of ENBREL profits from United States and Canadian sales. Following the end of the royalty period, we will not be entitled to any further alliance revenue from ENBREL sales in the United States and Canada. Our rights to ENBREL outside the United States and Canada will not be affected by the expiration of the co-promotion agreement with Amgen.

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Our ability to achieve strong performance with these and our other principal products, including PRISTIQ, TYGACIL, TORISEL and RAPAMUNE, and our ability to achieve our goals for the new products and new product indications that we anticipate launching over the next few years, will depend on a number of factors, including:

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

• Acceptance by doctors and patients of our products;

• Our ability to get our products included on formularies;

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

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

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

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

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

• The effectiveness of our sales force;

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

• The size of the patient population for our products.

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

Several of our principal products already have lost patent protection or are expected to lose patent protection in the next several years, including our EFFEXOR family of products. Manufacturers of generic products increasingly seek to challenge patents at the earliest possible date, in some cases years before their expiration. Generic manufacturers may launch a generic product prior to the expiration of applicable patents or before final resolution of a patent dispute. For example, generic competition for PROTONIX emerged in late 2007 despite the existence of compound patent protection. Our net revenue and results of operations will be adversely affected if we are unable to generate revenue and income from alternate products, either developed internally through research and development or acquired through licensing arrangements, strategic alliances and/or acquisitions, to mitigate our loss of revenue and income as these products experience generic competition. Research and development of pharmaceutical product candidates involves significant cost and many uncertainties, and it is possible that we will not be able to obtain regulatory approval for, or successfully commercialize, new products that will generate sufficient revenue to mitigate this loss of revenue and income.

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

As part of our business, we have made and will continue to make significant investments in assets, including inventory, plant and equipment, which relate to potential new products and potential changes in manufacturing processes or reformulations of existing products. Our ability to realize value on these investments is contingent on, among other things, regulatory approval and market acceptance of these new products, process changes and reformulations. In addition, as noted above, several of our principal products are nearing the end of their compound patent terms. If we are unable to find alternative uses for the assets supporting these products, these assets may need to be evaluated for impairment and/or we may need to incur additional costs to convert these assets to an alternate use. Our productivity initiatives may result in acceleration of the impairment of these assets and/or the incurrence of additional costs to convert these assets to alternate uses. Earlier than anticipated generic competition for these products also may result in excess inventory and associated charges.

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In addition, as we transition the manufacture and marketing of products to next-generation or alternative products, such as the anticipated shift from PREVNAR to PREVNAR 13 (if approved), ENBREL to ENBREL (serum-free process) and REFACTO to XYNTHA/REFACTO AF, we may experience inventory write-offs, property and equipment impairments or increased costs, including as a result of the lead time necessary to construct highly technical and complex manufacturing facilities and the need to transport inventory to other locations. Such product transitions require detailed transition plans that create challenges for inventory and product placement, particularly if transitions go more slowly than expected. In addition, product transitions could result in a period of decreased sales as countries stop buying the prior product in anticipation of availability of the next generation product.

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

In 2008, our largest wholesale distributor accounted for approximately 11% of our net revenue, and our top three wholesale distributors accounted for approximately 29% of our net revenue. If one of our significant wholesale distributors encounters financial or other difficulties, we may be unable to collect all the amounts that customer owes to us and may be unable to collect any such amounts on a timely basis, which could negatively impact our results of operations. This risk may be exacerbated as a result of the current economic environment.

Risks Associated with Legal Liabilities

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

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

We have taken pre-tax charges totaling $21,100.0 million as of December 31, 2008 in connection with product liability legal actions relating to the diet drugs PONDIMIN and REDUX. While our current reserve 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, primary pulmonary hypertension (PPH) claims, and our legal fees related to the diet drug litigation, it is possible that additional reserves may be required in the future.

In addition, we have been involved in various other legal proceedings involving allegations of injuries caused by our pharmaceutical products. These include individual lawsuits and putative class actions in federal and state courts in the United States and foreign jurisdictions involving allegations of injuries caused by PREMARIN or PREMPRO, two of our hormone therapy products. Of the 31 hormone therapy cases alleging breast cancer that have been resolved after being set for trial, 24 now have 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 seven cases, four 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 appealing. Additional cases have been voluntarily dismissed by plaintiffs before a trial setting. Additional trials of hormone therapy cases are scheduled for 2009. We also face putative class action lawsuits from users of PREMARIN and PREMPRO seeking medical monitoring and purchase price refunds, as well as other damages. Although most of these putative class actions have been dismissed or withdrawn, three such actions remain pending, with a hearing for class certification in the West Virginia statewide refund class action that was begun in November 2008 having been adjourned to a date not yet set in 2009. Other of our pharmaceutical products, vaccines and over-the-counter products that are involved in product liability litigation include, without limitation, childhood vaccines that formerly contained thimerosal as a preservative and our EFFEXOR family of products. If the outcomes of any or all of these proceedings are unfavorable to us, it is possible that we may take future charges with respect to these matters, which may be significant. Please refer to Note 15 to our consolidated financial statements, Contingencies and Commitments, in our 2008 Financial Report for descriptions of these matters and other significant pending product liability litigation.

Although we have been completely self-insured for product liability risks since November 2003, we are subject to the risk that our insurers from prior years will seek to deny coverage for claims that we believe should be covered. For example, insurance carriers have either denied us coverage or have reserved their rights with respect to coverage for defense and settlement costs relating to the hormone therapy litigation under policies that we contend provide coverage. We believe that the denials of coverage are improper and intend to enforce our rights under the terms of those policies. Additionally, our ability to recover amounts owed to us under our policies is subject to the credit risk of our insurance carriers.

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

Our financial condition could be negatively impacted by unfavorable results in other pending litigation matters, including those described in Note 15 to our consolidated financial statements, Contingencies and Commitments, in our 2008 Financial Report, or in lawsuits that may be initiated in the future. These matters include, among other things, allegations of violations of United States and foreign pharmaceutical pricing or marketing laws (including promotional practices) made by governments (including, without limitation, such allegations made in connection with the pricing and/or promotion of PROTONIX), private payors or others, allegations of violations of United States and foreign competition, consumer protection and environmental laws, intellectual property lawsuits, securities litigation, breach of contract claims and tort claims, any of which, if adversely decided, could negatively impact our business, results of operations, cash flows or financial condition.

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

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

The United States government, state governments and private payors are investigating pricing practices of numerous pharmaceutical companies and biotechnology companies, and many have filed actions alleging that inaccurate reporting of prices has improperly inflated reimbursement rates. A number of these actions have been brought against us. Please see Note 15 to our consolidated financial statements, Contingencies and Commitments, in our 2008 Financial Report for a discussion of these investigations and lawsuits. In addition, we and current and former employees of the company have been served with a series of subpoenas from the United States Attorney’s Office for the District of Massachusetts seeking documents and testimony relating to our promotional practices with respect to PROTONIX, as well as our pricing of PROTONIX oral tablets and I.V. products and PREMARIN.

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

• Diversion of management time and attention;

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

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

• Decreased demand for our products; and

• Injury to our reputation.

We may be subject to loss of permits and face substantial fines and cleanup costs in connection with our use of hazardous materials, which could adversely impact our results of operations, cash flows or financial condition.

We use certain hazardous materials in connection with our research and manufacturing activities. We have in the past been, and may in the future be, notified of our potential responsibility relating to the generation, storage, treatment and disposal of hazardous waste. This may result in loss of permits, fines or penalties, and other adverse governmental or private actions. In addition, we have been advised in the past, and may be advised in the future, that we may be a responsible party for several sites on the National Priority List created by the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as Superfund. Please read the discussion of significant pending environmental matters in Note 8 to our consolidated

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financial statements, Other Liabilities, and in Note 15 to our consolidated financial statements, Contingencies and Commitments, in our 2008 Financial Report. Payment of substantial fines, penalties or environmental remediation costs, or the loss of permits or other authorizations to operate affected facilities, could adversely impact our operations and financial condition.

Risks Associated with Intellectual Property

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

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

Mechanisms exist in much of the world permitting some form of challenge by generic manufacturers to our patents prior to or immediately following the expiration of any regulatory exclusivity. In the United States, under the Hatch-Waxman Act, NCEs receive five years of data exclusivity, and generic manufacturers can challenge our patents as soon as four years following FDA approval of an NDA. Products that are not subject to NCE exclusivity may receive three years of market exclusivity, but the related patents may be challenged immediately following FDA approval. For example, patents for PROTONIX and EFFEXOR XR (extended release capsules) are currently subject to, and may be subject in the future to, such challenges in the United States or elsewhere. Generic filings containing such challenges may be made at any time for RAPAMUNE, and may occur beginning in June 2009 for TYGACIL. If a third party successfully challenges patents we rely upon, a court could determine that the patents are invalid or unenforceable or limit the scope of coverage of those patents, potentially reducing our revenue from the related products.

In many countries, as a patent owner, we must seek a preliminary injunction or similar legal device to avoid premature generic market entry. In circumstances where a preliminary injunction is issued, but the asserted patents are held invalid or not infringed, we may be liable for the generic manufacturer’s lost profits. In some circumstances, where no preliminary injunction is available, we may be limited to an action for damages and perhaps a permanent injunction. In such cases, the generic may enter the market and money damages may be inadequate to compensate us for our losses. For example, in September 2007, we were denied a preliminary injunction against Teva and Sun seeking to prevent the “at risk” launch of generic versions of PROTONIX following the expiration of the 30-month stay under the Hatch-Waxman Act. These generic manufacturers subsequently launched generic versions of PROTONIX. We have also filed a patent infringement litigation against KUDCo based on its Paragraph IV certification for a generic PROTONIX tablet product. The 30-month stay against KUDCo expired on January 25, 2009. If KUDCo decides to enter the market at risk prior to the expiration of the PROTONIX patent, we and Nycomed expect to file an amended complaint seeking damages against KUDCo. The case against KUDCo is consolidated with the cases against Teva and Sun. There is no assurance that we will recover monetary damages that compensate us for our losses, and the legal costs and other expenses associated with defending our intellectual property rights are substantial. In addition, in some situations, generic manufacturers may be able to design around certain of our patents.

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

We own, have applied for or hold licenses under a large number of patents, both in the United States and in other countries. Our patent protection for our products extends for varying periods in accordance with the date of grant and the legal life of patents in countries in which patents are granted. The protection afforded, which may also vary from country to country, is limited by the applicable terms of our patents and the availability of legal remedies in the applicable country. Following expiration of patents covering our products, other entities may be able to obtain approval to manufacture and market generic alternatives, which we expect would result in lower net revenue. For example, our EFFEXOR family of products and ZOSYN (TAZOCIN internationally) have begun to experience generic competition in a number of major markets. The compound patent for venlafaxine (the active ingredient used in EFFEXOR) in most remaining markets outside the United States expired in December 2008, and generic versions of EFFEXOR (immediate release tablets) and EFFEXOR XR (extended release capsules) have been introduced in a number of major non-United States markets. While the impact on our overall EFFEXOR results for 2008 was limited, we expect a significant impact on our sales of EFFEXOR XR (extended release capsules)

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throughout 2009 as generic versions are introduced in additional markets outside the United States. Compound protection for ZOSYN expired in the United States in February 2007. Certain additional patent protection remains. Our current formulation of ZOSYN was approved by the FDA in 2005 and has additional patent protection until 2023. 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 July 2007. Accordingly, we are facing generic competition in a number of major markets outside the United States and may face generic competition in additional countries in the near future.

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

A third party may sue us or one of our collaboration partners, alleging infringement of the third-party’s patents or other intellectual property rights. Likewise, one of our collaboration partners or we may sue to enforce intellectual property rights or to determine the scope and validity of third-party proprietary rights. For example, REFACTO and XYNTHA are currently the subject of a patent infringement lawsuit by Novartis Vaccines & Diagnostics, and ENBREL has been the subject of several patent infringement lawsuits and continues to be a target of patent litigation. If we do not prevail in this type of litigation, we or our strategic collaboration partners may be required to:

• Pay monetary damages;

• Stop commercial activities relating to the affected products;

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

• Compete in the market with substantially similar products.

Risks Associated with Development and Marketing of New Drugs

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

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

We finished 2008 with three key potential new products or product indications for which we have filed pending NDAs with the FDA, as follows: TYGACIL, our broad-spectrum I.V. antibiotic for serious, hospital-based infections, for a supplemental indication for the treatment of community-acquired pneumonia; PRISTIQ, for the treatment of vasomotor symptoms associated with menopause; and VIVIANT, for prevention and treatment of postmenopausal osteoporosis. We also have several new products and product indications under review in the EU and other countries. In December 2008, we submitted a marketing authorization application (MAA) to the EMEA for approval of PREVNAR 13 in infants and children from two months to five years of age. We are submitting our biologics license application for PREVNAR 13 in infants and toddlers to the FDA on a rolling basis as sections of the application are completed in order to facilitate the FDA’s review. Our product development or commercialization efforts with respect to any product candidate may fail or be delayed, and we may be unable to commercialize it or may be delayed in commercializing it, for multiple reasons, including:

• Failure of the product candidate in preclinical studies;

• Difficulty enrolling patients in clinical trials or delays or clinical trial holds at clinical trial sites;

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

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

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

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

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

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

For these and other reasons, the process for completing clinical development of, and seeking approvals for, our product candidates, both in the United States and internationally, is characterized by significant regulatory interaction and timing uncertainty. For example, with each of TYGACIL for the treatment of community-acquired pneumonia, PRISTIQ for the treatment of vasomotor symptoms and VIVIANT for the treatment and prevention of postmenopausal osteoporosis, the FDA has issued approvable letters requesting additional data and/or analysis with respect to safety and/or efficacy issues. The FDA also has indicated that it expects to convene an advisory committee to review our pending NDAs for both the treatment and prevention of postmenopausal osteoporosis with VIVIANT. For these and our other product candidates, we are unable to predict with certainty what issues the FDA and other regulators will raise during the review process and whether we will be able to adequately address them. Similarly, we cannot precisely project the length of time that will be necessary to compile additional data and analysis requested by regulatory agencies during the review process or predict with certainty whether our submissions will be deemed sufficient or, instead, result in additional requests.

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

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

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

Successful development and commercialization of new pharmaceuticals, vaccines and biotechnology products is expensive and inherently uncertain. Conducting late-stage clinical trials, like our global Phase 3 programs for PREVNAR 13 and our global Phase 3 clinical program with Elan Corporation, plc (Elan) for bapineuzumab, is particularly costly. If our clinical trials are not successful, we will not recover our substantial investments in the related product candidate. Even where our clinical trials are sufficient to obtain product approval, we may not be able to achieve our anticipated product labeling and profile, which could adversely impact the commercial success of the product. The substantial funds we spend developing new products depress near-term profitability with no assurance that the expenditures will generate future profits.

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

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

• Amgen (US) and Takeda (Japan) on ENBREL;

• Nycomed on PROTONIX;

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

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

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

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

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

The success of these and similar arrangements depends not only on our contributions and capabilities, but also on the technology and other intellectual property contributed by our partners and their resources, efforts and skills. If these and similar arrangements are unsuccessful, our operating results will be negatively impacted. For example, our alliance revenue has been adversely impacted by declining sales of the CYPHER coronary stent marketed by Johnson & Johnson. In addition, disputes and difficulties in strategic alliance relationships are common, often due to conflicting priorities or conflicts of interest. The benefits of these alliances would be reduced or eliminated if we or our strategic partners:

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• Terminate or breach the agreements;

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

• Suffer negative outcomes in intellectual property disputes.

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

Risks Associated with Manufacturing our Products

Manufacturing problems and/or capacity imbalances may cause product launch delays, inventory shortages, recalls or unanticipated costs.

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

We have spent considerable resources constructing and seeking regulatory approvals for manufacturing facilities. There can be no assurance that these facilities will prove sufficient to meet demand for our products or that we will not have excess capacity at these sites. The unpredictability of a product’s regulatory or commercial success or failure, the lead time necessary to construct highly technical and complex manufacturing facilities, and shifting customer demand (including as a result of market conditions or entry of branded or generic competition) increase the potential for capacity imbalances. In addition, construction of facilities is expensive, and our ability to recover these costs will depend on increased net revenue from the products produced at the sites, which is uncertain.

Our manufacturing operations are subject to extensive government regulation.

Regulatory authorities must approve the facilities in which our health care products are produced. Any third party we use to manufacture, fill-finish or package our products also must be licensed by applicable regulatory authorities. As a result, substitute third-party providers may not be readily available on a timely basis in the event our or our third-party manufacturers’ manufacturing facilities are not approved or are unable to comply with applicable regulations. Manufacturing facilities are subject to ongoing inspections by regulatory authorities that may result in regulatory action. In addition, minor changes in manufacturing processes may require additional regulatory approvals. Either of these situations could cause us to incur significant additional costs and lose revenue. Changes in legislation also may impact our or our third-party manufacturers’ manufacturing operations or our ability to obtain key ingredients of our products. For example, there are several proposals at the federal and state level relating to certification and inspection of raw materials suppliers that, if implemented, could result in interruptions in supply of our Consumer Healthcare products, such as CENTRUM.

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

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

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

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Commodities such as milk, which is used in large quantities by our nutritionals business and has been subject to sharp price increases in the recent past, often experience price volatility caused by conditions outside of our control. These conditions include fluctuations in commodities markets, currency fluctuations and changes in governmental programs.

Risks Associated with Operations

The current financial crisis could magnify certain risks that affect our business.

Global economic conditions could impact consumer and customer demand for our products, as well as our ability to manage normal commercial relationships with our partners, distributors, manufacturers, suppliers and other third parties. Despite significant government intervention, global investor confidence remains low, and credit remains relatively scarce. Additionally, the world’s largest developed economies, including the United States, the United Kingdom and other countries where we have significant operations, are widely considered to be in the midst of, or about to enter, economic recession. If the current economic situation continues or deteriorates further, our business could be negatively impacted by reduced demand for our products or third-party disruptions resulting from tighter credit markets and other adverse economic conditions.

For example, sales of our principal products are dependent, in part, on the availability and extent of reimbursement from third-party payors, including governments and private insurance plans. As a result of the volatility of the current financial markets, our third-party payors may delay or be unable to satisfy their reimbursement obligations which could have an adverse effect on the sales of our products as well as on our business and results of operations. In addition, increased economic hardship among consumers of our products, including unemployment, loss of health insurance and prescription drug benefits and declining household income, also could adversely impact our business. For example, decreased levels of business and consumer spending have resulted in and could continue to result in loss of sales of our Consumer Healthcare products to competing branded, private label and generic products, which could negatively impact our net revenue and results.

Additionally, we rely upon third parties for certain parts of our business, including licensees and partners, wholesale distributors of our products, contract clinical trial providers, contract manufacturers, unaffiliated third-party suppliers and counterparties to our investment arrangements. The recent volatility in the financial markets and the slowdown in the general economy may lead to a disruption or delay in the performance or satisfaction of commitments to us by these third parties, which could have an adverse effect on our business and results of operations.

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

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

• Fluctuations in currency exchange rates;

• Volatility in the international financial markets;

• The imposition of governmental controls;

• Import and export license requirements;

• Political instability;

• Difficulties enforcing contractual and intellectual property rights;

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

• Terrorist activities and armed conflicts;

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

• Changes in tax laws and tariffs;

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

• Longer payment cycles.

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In 2008, we generated over 50% of our total net revenue in currencies other than the United States dollar. Our international-based revenue as well as our net assets expose our revenue and earnings to foreign currency exchange risk. While we attempt to hedge certain currency risks, currency fluctuations between the United States dollar and the currencies in which we do business have caused foreign currency transaction gains and losses in the past and will likely do so in the future. Likewise, past currency fluctuations have at times resulted in foreign currency transaction gains, and there can be no assurance that these gains can be reproduced. For example, the favorable impact of foreign exchange on our net revenue during the first nine months of 2008 was not replicated in the fourth quarter of 2008 due to a weakening of foreign currencies relative to the United States dollar. If the United States dollar maintains its current value or grows stronger against foreign currencies, our 2009 net revenue will be adversely affected.

The multinational nature of our business subjects us to potential risks that various taxing authorities may challenge the pricing of our cross-border arrangements. While we believe that our pricing methodology is in accordance with applicable laws, taxing authorities may disagree and subject us to additional tax, adversely impacting our effective tax rate and our tax liability. Taxing authorities in various jurisdictions are in the process of reviewing our tax returns. For example, the U.S. Internal Revenue Service (IRS) is currently auditing our tax returns for the 2002-2005 tax years. Certain of these taxing authorities are examining tax positions associated with our cross-border arrangements. While we believe that these tax positions are appropriate and that our reserves are adequate with respect to such positions, it is possible that one or more taxing authorities will propose adjustments in excess of such reserves and that conclusion of these audits 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.

Failure to execute our business strategy could adversely impact our growth and profitability.

In 2008, we initiated 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 as we adapt to the continuously changing business climate. However, if we are not able to fully execute the strategic transformation of our business contemplated by Project Impact, our future results of operations could be adversely affected.

We may not be able to fully execute the strategic transformation of our business contemplated by Project Impact. Changes in the company’s structure, operations, revenue, costs or efficiency could impact our ability to realize the expected benefits of our cost-reduction initiatives. In addition, our failure to hire and retain personnel with the right expertise and experience in operations that are critical to our business functions could adversely impact the execution of our business strategy. The failure to realize the projected benefits of our long-term strategy, including our productivity initiatives, could negatively affect our future results of operations.

In 2008, we instituted an accelerated growth market initiative, pursuant to which we are focusing resources in countries that we believe have the potential for significant growth. Recent global economic conditions may adversely impact the growth potential of these markets, particularly in the short term, which would adversely impact our business strategy.

We rely on third parties to provide us with services in connection with the administration of our business and are increasingly dependent on information technology.

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

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

With approximately 47,500 employees, our profitability is substantially affected by costs of pension benefits and current and postretirement medical and other employee health and welfare benefits. These costs can vary substantially as a result of changes in health care costs, volatility in investment returns on pension plan assets and changes in discount rates used to calculate related liabilities. For example, the fair value of plan assets of our defined benefit pension plans at December 31, 2008 decreased by $1,051.8 million, or 20.9%, from the previous year end due primarily to the significant price declines experienced by global debt and equity markets in 2008, which we expect will result in increased pension expense of approximately $250.0 million in 2009 (see Note 9 to our consolidated financial statements, Pensions and Other Postretirement Benefits, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Our Challenging Business Environment” in our 2008 Financial Report). These factors may put upward pressure on the cost of providing pensions and medical benefits. We can provide no assurance that we will succeed in limiting future cost increases, and upward pressure may reduce our profitability.

Our indebtedness could adversely affect our operations.

As of December 31, 2008, we had $10,826.0 million of long-term debt.

Our indebtedness:

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

• Imposes certain restrictions on our business activities; and

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

Although we currently do not plan to access the equity or debt markets to meet capital or liquidity needs, the heightened volatility and current tightening of credit in financial markets may adversely affect our ability to obtain financing in the future if unforeseen capital or liquidity needs were to arise or our plans otherwise change.

Changes in interest rates and the return on our investments could adversely affect our results of operations.

As of December 31, 2008 we had marketable securities of $4,529.4 million, which are impacted by fluctuations in interest rates. Additionally, our marketable securities are subject to changes in fair value as a result of other market factors, such as the recent turmoil in the financial markets. For example, we had net realized losses on our investments for the year ended December 31, 2008 of $187.9 million, which included write-downs of approximately $68.7 million related to Lehman Brothers and Washington Mutual bonds. Further, as noted above, we had long-term debt at December 31, 2008 of $10,826.0 million. Some of our interest payments on our debt are also subject to fluctuations in interest rates, including due to our use of interest rate swaps (see Note 7 to our consolidated financial statements, Debt and Financing Arrangements, in our 2008 Financial Report). Accordingly, fluctuations in interest rates may adversely affect our results.

The conditions of the financial markets have resulted in severe downward pressure on worldwide stock and credit markets and have diminished the creditworthiness and ability to honor contractual obligations of some counterparties to our investment arrangements. Further, due to the significant decline in interest rates on our investments, we expect that net interest expense will increase substantially in 2009. Continued market turmoil could reduce the return available to us on invested corporate cash, reduce the return on investments under our pension plans and thereby potentially increase funding obligations, and/or limit the pool of eligible investments for our cash position, all of which if severe and sustained could have adverse impacts on our results of operations and cash flows. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—2009 Outlook” in our 2008 Financial Report for a discussion of the potential impact of global economic conditions on our operations.

Our proposed merger with Pfizer may cause disruption in our business and, if the proposed merger does not occur, we will have incurred significant expenses, may need to pay a termination fee under the merger agreement and our stock price may decline.

On January 26, 2009, we announced that we had entered into a definitive merger agreement with Pfizer and a wholly owned subsidiary of Pfizer, pursuant to which the Pfizer subsidiary will merge with and into the company, with the company surviving as a wholly owned subsidiary of Pfizer. Under the terms of the merger agreement, each outstanding share of our common stock, other than shares of restricted stock (for which holders will be entitled to receive cash consideration pursuant to separate terms of the merger agreement), and certain shares of common stock held directly or indirectly by us or Pfizer (which will be canceled as a result of the proposed merger) and other than those shares for which appraisal rights have been properly exercised under Delaware law and not withdrawn, will be converted into the right to receive $33.00 in cash, without interest, and 0.985 validly issued, fully paid and non-assessable shares of common stock of Pfizer.

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The announcement of the proposed merger, whether or not consummated, may result in a loss of key personnel and may disrupt our sales and marketing, research and development, productivity initiatives or other key business activities, which may have an impact on our financial performance. The merger agreement generally requires us to operate our business in the ordinary course pending consummation of the proposed merger, but includes certain contractual restrictions on the conduct of our business that may affect our ability to execute on our business strategies and attain our financial goals. Additionally, the announcement of the proposed merger, whether or not consummated, may impact our relationships with third parties, including collaboration partners, suppliers, distributors, key opinion leaders, consumers and others.

As more fully described in Note 17 to our consolidated financial statements, Merger Agreement with Pfizer, contained in our 2008 Financial Report, the completion of the proposed merger is subject to certain conditions, including, among others (i) adoption of the merger agreement by our stockholders, (ii) the absence of certain legal impediments to the consummation of the proposed merger, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and obtaining antitrust approvals in certain other jurisdictions, (iv) subject to certain materiality exceptions, the accuracy of the representations and warranties made by us and Pfizer, respectively, and compliance by us and Pfizer with our and their respective obligations under the merger agreement, (v) declaration of the effectiveness by the Securities and Exchange Commission of the Registration Statement on Form S-4 to be filed by Pfizer, and (vi) the lenders providing Pfizer with debt financing in connection with the proposed merger shall not have declined to provide such financing at closing due to the occurrence of a Parent Material Adverse Effect (as defined in the merger agreement) or due to Pfizer failing to obtain specified credit ratings.

If the merger agreement is terminated in certain circumstances where we receive an acquisition proposal that our Board of Directors determines is, or is reasonably likely to lead to, a Superior Proposal (as defined in the merger agreement), then we would be required to pay Pfizer a termination fee. We would also be required to pay Pfizer a termination fee if (1) the merger agreement is terminated under certain circumstances, and (2) within 12 months following such termination, we enter into a definitive agreement with a third party with respect to, or consummate, a business combination transaction. In addition, if our Board of Directors changes its recommendation that our shareholders approve the proposed merger, then Pfizer could terminate the merger agreement, in which case we would be required to pay Pfizer a termination fee (and under certain circumstances we also would be required to reimburse Pfizer for its actual expenses incurred in connection with the proposed merger, subject to a $700 million cap). The termination fee we would be required to pay to Pfizer in the various circumstances outlined above ranges between $1.5 billion and $2 billion (plus up to $700 million in expenses) depending on the circumstances of the termination.

We cannot predict whether the closing conditions for the proposed merger set forth in the merger agreement will be satisfied. As a result, we cannot assure you that the proposed merger will be completed. If the closing conditions for the proposed merger set forth in the merger agreement are not satisfied or waived pursuant to the merger agreement, or if the transaction is not completed for any other reason, the market price of our common stock may decline. In addition, if the proposed merger does not occur, we will nonetheless remain liable for significant expenses that we have incurred related to the transaction.

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

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ITEM 2. PROPERTIES

Our corporate headquarters and the headquarters of our Consumer Healthcare business are located in owned facilities in Madison, New Jersey. Our United States and international Pharmaceuticals operations are headquartered in owned facilities in Collegeville and Great Valley, Pennsylvania. Our Animal Health business is headquartered in Overland Park, Kansas, a leased facility. Our international subsidiaries and affiliates, which generally own their properties, have significant manufacturing facilities in 11 countries outside the United States.

The properties listed below are our principal manufacturing plants (M) and research laboratories (R) as of December 31, 2008, listed in alphabetical order by state or country. All of these properties are owned except certain facilities in Albany, Georgia, Guayama, Puerto Rico and Rouses Point, New York, which are under lease. We also own or lease a number of other smaller properties worldwide, which are used for manufacturing, research, warehousing and office space.

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

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

We have significant capital projects ongoing to support additional manufacturing capacity and/or new products in Sanford, North Carolina, Suzhou, China, Grange Castle, Ireland, Newbridge, Ireland, Cubuyao, Philippines and Singapore.

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

ITEM 3. LEGAL PROCEEDINGS

The information set forth in Note 15 to our consolidated financial statements, Contingencies and Commitments, in our 2008 Financial Report is incorporated herein by reference.

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

None.

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EXECUTIVE OFFICERS OF THE REGISTRANT AS OF FEBRUARY 26, 2009

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

Name	Age	Offices and Positions	Elected as Executive Officer
Bernard Poussot	57	Chairman, President and Chief Executive Officer Chairman of Management, Operations, Law/Regulatory Review and Human Resources, Benefits and Compensation Committees and Member of Long-Term Incentive Committee	January 2001
Business Experience:		June 2002 to April 2006, Executive Vice President and President, Wyeth Pharmaceuticals April 2006 to January 2007, President and Vice Chairman January 2007 to January 2008, President, Chief Operating Officer and Vice Chairman January 2008 to June 2008, President and Chief Executive Officer June 2008 to date, Chairman, President and Chief Executive Officer
Gregory Norden	51	Senior Vice President and Chief Financial Officer Chairman of the Investment Committee and Member of Management, Operations, Law/Regulatory Review, Human Resources, Benefits and Compensation and Long-Term Incentive Committees	June 2007
Business Experience:		October 2000 to June 2007, Executive Vice President, Wyeth Pharmaceuticals June 2007 to date, Senior Vice President and Chief Financial Officer
Timothy P. Cost	49	Senior Vice President, Corporate Affairs Member of Management, Operations, Law/Regulatory Review and Human Resources, Benefits and Compensation Committees	February 2008
Business Experience:		June 2003 to 2008, Executive Vice President, Corporate Affairs, ARAMARK Corporation February 2008 to date, Senior Vice President, Corporate Affairs
Richard R. DeLuca, Jr.	46	President, Fort Dodge Animal Health Division Member of Management, Operations, Law/Regulatory Review and Human Resources, Benefits and Compensation Committees	January 2008
Business Experience:		2002 to 2006, Senior Vice President of Finance and Administration/Chief Financial Officer, Fort Dodge Animal Health Division
		2006 to 2007, Executive Vice President of Finance and Administration/Chief Financial Officer, Fort Dodge Animal Health Division

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Name	Age	Offices and Positions	Elected as Executive Officer
		2007 to January 2008, Chief Operating Officer, Fort Dodge Animal Health Division January 2008 to date, President, Fort Dodge Animal Health Division
Mikael Dolsten, M.D., Ph.D.	50	Senior Vice President and President, Wyeth Research Member of Management, Operations, Law/Regulatory Review and Human Resources, Benefits and Compensation Committees	June 2008
Business Experience:		2003 to 2007, Global Head, Corporate Division Pharma Research and Discovery, Boehringer Ingelheim Corporation 2008 to June 2008, Private Equity Partner, Orbimed Advisors, LLC June 2008 to date, Senior Vice President and President, Wyeth Research
Geno J. Germano	48	President, U.S., Pharmaceuticals and Women’s Health Care, Wyeth Pharmaceuticals Member of Management and Operations Committees	January 2008
Business Experience:		2002 to 2004, Executive Vice President and General Manager, Vaccines, Wyeth Pharmaceuticals 2004 to 2007, Executive Vice President and General Manager, Pharmaceutical Business Unit, Wyeth Pharmaceuticals 2007 to January 2008, President, U.S., and General Manager Pharmaceutical Business Unit, Wyeth Pharmaceuticals January 2008 to date, President, U.S., Pharmaceuticals and Women’s Health Care, Wyeth Pharmaceuticals
Thomas Hofstaetter, Ph.D.	60	Senior Vice President, Corporate Business Development Member of Management and Operations Committees	September 2004
Business Experience:		1999 to September 2004, Senior Vice President, Corporate Development, Aventis September 2004 to date, Senior Vice President, Corporate Business Development
Michael E. Kamarck, Ph.D.	57	President, Technical Operations and Product Supply, Wyeth Pharmaceuticals Member of Management, Operations and Law/Regulatory Review Committees	November 2008

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Name	Age	Offices and Positions	Elected as Executive Officer
Business Experience:		2001 to 2005, Senior Vice President, Biopharmaceutical Development and Manufacturing, Wyeth Pharmaceuticals 2005 to 2006, Senior Vice President, Biopharmaceutical and Vaccines Operating Unit, Wyeth Pharmaceuticals 2006 to October 2007, Senior Vice President, Biotechnology Operating Unit, Wyeth Pharmaceuticals October 2007 to December 2008, Executive Vice President, Pharma, Technical Operations and Product Supply, Wyeth Pharmaceuticals December 2008 to date, President, Technical Operations and Product Supply, Wyeth Pharmaceuticals
John C. Kelly	66	Vice President and Controller Member of Operations, Law/Regulatory Review, Human Resources, Benefits and Compensation and Investment Committees	March 2008
Business Experience:		2002 to March 2008, Vice President – Finance Operations March 2008 to date, Vice President and Controller
Andreas Krebs	51	President, Europe, Middle East, Africa (EMEA) and Canada Member of Management and Operations Committees	July 2008
Business Experience:		2003 to July 2008, General Manager, Germany, Wyeth Pharmaceuticals July 2008 to date, President, Europe, Middle East, Africa (EMEA) and Canada
Joseph M. Mahady	55	Senior Vice President and President, Wyeth Pharmaceuticals Member of Management, Operations, Law/Regulatory Review and Human Resources, Benefits and Compensation Committees	June 2001
Business Experience:		June 2003 to June 2005, Senior Vice President and President – North America and Global Businesses, Wyeth Pharmaceuticals June 2005 to February 2007, Senior Vice President and President, The Americas and Global Businesses, Wyeth Pharmaceuticals February 2007 to December 2007, Senior Vice President and President – Global Business, Wyeth Pharmaceuticals January 2008 to date, Senior Vice President and President, Wyeth Pharmaceuticals

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Name	Age	Offices and Positions	Elected as Executive Officer
Denise M. Peppard	52	Senior Vice President, Human Resources Member of Management, Operations, Law/Regulatory Review, Human Resources, Benefits and Compensation and Long-Term Incentive Committees	January 2008
Business Experience:		2001 to 2007, Senior Vice President, Human Resources, Wyeth Pharmaceuticals 2007 to January 2008, Vice President – Corporate Human Resources January 2008 to date, Senior Vice President, Human Resources
Charles A. Portwood	58	Executive Vice President, Technical Operations and Product Supply Operational Excellence, Wyeth Pharmaceuticals Member of the Management Committee	January 2005
Business Experience:		1970 to November 2001, Senior Vice President, Strategy and Industrial Excellence, Aventis November 2001 to July 2002, Senior Vice President, Global Supply Chain, Wyeth Pharmaceuticals July 2002 to November 2008, President – Technical Operations and Product Supply, Wyeth Pharmaceuticals November 2008 to date, Executive Vice President, Technical Operations and Product Supply Operational Excellence, Wyeth Pharmaceuticals
Cavan M. Redmond	48	President, Wyeth Consumer Healthcare Member of Management, Operations, Law/Regulatory Review and Human Resources, Benefits and Compensation Committees	December 2007
Business Experience:		2003 to December 2007, Executive Vice President and General Manager, BioPharma, Wyeth Pharmaceuticals December 2007 to date, President, Wyeth Consumer Healthcare
Lawrence V. Stein	59	Senior Vice President and General Counsel Member of Management, Operations, Law/Regulatory Review, Human Resources, Benefits and Compensation and Investment Committees	June 2001
Business Experience:		July 2003 to date, Senior Vice President and General Counsel
Mary Katherine Wold	56	Senior Vice President, Finance Member of Operations, Human Resources, Benefits and Compensation and Investment Committees	November 2005
Business Experience:		March 2002 to November 2005, Vice President – Taxes November 2005 to June 2007, Senior Vice President – Taxes and Treasury June 2007 to date, Senior Vice President, Finance

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PART II

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

(a) Market Information and Dividends

The New York Stock Exchange is the principal market on which our common stock is traded. Tables showing the high and low sales price for our common stock, as reported in the consolidated transaction reporting system, and the dividends paid per common share for each quarterly period during the past two years, as presented in Market Prices of Common Stock and Dividends, can be found in our 2008 Financial Report. In addition, a performance graph, which compares our common stock performance against the S&P 500 and a peer group index, can be found in our 2008 Financial Report.

(b) Holders

There were approximately 35,658 holders of record of our common stock as of the close of business on January 31, 2009.

(c) Issuer Purchases of Equity Securities

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

Period	Total Number of Shares Purchased(1)	Average Price Paid per Share(1)		Total Number of Shares Purchased as Part of Publicly Announced Plan(2)	(Dollars in millions) Approximate Dollar Value of Shares That May Yet Be Purchased under the Plans or Programs(2)
October 1, 2008 through October 31, 2008	12,603	$	32.51	—	$	3,268
November 1, 2008 through November 30, 2008	31,670		33.09	—		3,268
December 1, 2008 through December 31, 2008	57,288		35.09	—		3,268
Total	101,561	$	34.15	—

(1) This column reflects the following transactions during the 2008 fourth quarter: (i) the deemed surrender to us of 27,848 shares of common stock to satisfy tax withholding obligations in connection with the distribution of shares held in trust for employees who deferred receipt of such shares; (ii) the open market purchase of 20,308 shares to satisfy equivalent dividends paid to employees and non-employee directors’ restricted stock trust holdings; and (iii) the surrender to us of 53,405 shares of common stock to satisfy tax withholding obligations for employees in connection with restricted stock unit and/or performance share unit awards.

(2) Our previously authorized Share Repurchase Program, which had been announced on January 25, 2007, allowed for future purchases of up to 30,000,000 shares. On September 27, 2007, our Board amended the program to allow for repurchases of up to $5,000.0 million of our common stock, inclusive of approximately $1,188.2 million of repurchases executed between January 25, 2007 and September 27, 2007 under the prior authorization. The Share Repurchase Program has no time limit and may be suspended for periods or discontinued at any time. We did not make any purchases under the Share Repurchase Program during the 2008 fourth quarter.

ITEM 6. SELECTED FINANCIAL DATA

The data with respect to the last five fiscal years appearing in the Ten-Year Selected Financial Data presented in our 2008 Financial Report are incorporated herein by reference.

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

“Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in our 2008 Financial Report is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk disclosures as set forth in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing in our 2008 Financial Report are incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements, Notes to Consolidated Financial Statements, Report of Independent Registered Public Accounting Firm and Quarterly Financial Data (Unaudited) appearing in our 2008 Financial Report are incorporated herein by reference.

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

None.

ITEM 9A. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS

As of December 31, 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 Exchange Act). Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2008.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Management’s report on our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), and the related report of our independent registered public accounting firm, are included in our 2008 Financial Report under the headings Management Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm, respectively, and are incorporated herein by reference.

CHANGES IN INTERNAL CONTROL

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

ITEM 9B. OTHER INFORMATION

As part of maintaining the market competitiveness of the total compensation offered to its executives, Wyeth traditionally has made annual grants of equity-based long-term incentive awards in the spring of each year. In the case of executive officers, these awards generally have been made in the form of stock options and performance share unit awards settled in shares of Wyeth’s common stock.

In connection with our proposed merger with Pfizer Inc., Wyeth agreed, at Pfizer’s request, that in lieu of granting equity-based long-term incentive awards for 2009, Wyeth would grant long-term incentive awards settled in cash.

On February 26, 2009, the Compensation and Benefits Committee of Wyeth’s Board of Directors adopted, and the Board of Directors ratified the adoption of, the Wyeth 2009 Cash Long-Term Incentive Plan (LTIP). The LTIP provides for the grant of cash-settled awards to eligible employees in an amount not to exceed $300 million in the aggregate.

In general, an employee who receives an award under the LTIP, subject to continued employment, will become vested as to 100% of the amount of his or her award on the third anniversary of the grant date. However, an employee will become immediately vested as to 100% of the amount of his or her award in the event that, before the third anniversary of the award grant date: (i) his or her employment is terminated by the company without cause after the proposed merger is consummated, (ii) he or she resigns for good reason after the proposed merger is consummated or (iii) he or she dies or becomes disabled. Awards under the LTIP are forfeited in their entirety if an employee is terminated for cause by the company or resigns (or retires) without good reason prior to the vesting date. The definitions of “cause” and good reason” are defined in the LTIP by reference to the definitions of those terms in the severance agreement or plan applicable to the employee at the time of any such termination.

The Committee has approved, and the Board has ratified, the grant of the following awards under the LTIP to the executive officers to be named in Wyeth’s 2009 proxy statement (which grant shall be effective March 5, 2009, subject to continued employment through that date):

Executive Officer	Title	2009 LTIP Award
Bernard Poussot	Chairman, President and Chief Executive Officer	$10,250,000
Gregory Norden	Senior Vice President and Chief Financial Officer	$  3,035,100
Joseph M. Mahady	Senior Vice President and President, Wyeth Pharmaceuticals	$  3,620,300
Lawrence V. Stein	Senior Vice President and General Counsel	$  2,109,000
Mikael Dolsten, M.D., Ph.D.	Senior Vice President and President, Wyeth Research	$  3,000,100

II - 2

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

(a) Information relating to our directors is incorporated herein by reference to information included in the definitive proxy statement expected to be filed with the Securities and Exchange Commission no later than 120 days after the end of the fiscal year covered by this Form 10-K (2009 Proxy Statement) under the caption “Election of Directors—Nominees for Election as Directors.”

(b) Information relating to our executive officers, as of February 26, 2009, is furnished in Part I hereof under a separate unnumbered caption “Executive Officers of the Registrant as of February 26, 2009.”

(c) Information relating to certain filing obligations of our directors and executive officers under the federal securities laws set forth in the 2009 Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” is incorporated herein by reference.

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

(e) Information relating to our audit committee, including designation of “audit committee financial experts” under applicable Securities and Exchange Commission rules, is incorporated herein by reference to information included in the 2009 Proxy Statement under the caption “Meetings and Committees of our Board—Committees of our Board.”

(f) Information regarding the procedures by which our stockholders may recommend nominees to our Board of Directors is incorporated herein by reference to information included in the 2009 Proxy Statement under the caption “Meetings and Committees of Our Board—Committees of Our Board—Additional Information Regarding the Nominating and Governance Committee” and “Appendix A: Criteria and Procedures for Board Candidate Selection for the Board of Directors.” There have been no changes in those procedures since they were last published in our proxy statement dated March 14, 2008.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to executive compensation is incorporated herein by reference to information included in the 2009 Proxy Statement beginning with the caption “Executive Compensation” and ending with the section captioned “Potential Payments upon Termination or Change in Control.” Information with respect to compensation of directors is incorporated herein by reference to information included in the 2009 Proxy Statement under the caption “Director Compensation.” Information regarding compensation committee interlocks and insider participation is incorporated herein by reference to information included in the 2009 Proxy Statement under the caption “Meetings and Committees of Our Board—Committees of Our Board—Additional Information Regarding the Compensation and Benefits Committee—Compensation Committee Interlocks and Insider Participation.”

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

(a) Information relating to security ownership is incorporated herein by reference to information included in the 2009 Proxy Statement under the captions “Securities Owned by Management” and “Securities Owned by Certain Beneficial Owners.”

(b) The following table provides information about our common stock that may be issued upon the exercise of options and rights (including performance share unit awards, restricted stock unit awards and deferred stock unit awards) under all of our existing equity compensation plans as of December 31, 2008, including the 1996, 1999 and 2002 Stock Incentive Plans, the 2005 Amended and Restated Stock Incentive Plan, the 2006 Non-Employee Director Stock Incentive Plan, the 1994 Restricted Stock Plan for Non-Employee Directors, the Management Incentive Plan, the Stock Option Plan for Non-Employee Directors and the 2008 Non-Employee Director Stock Incentive Plan.

III - 1

EQUITY COMPENSATION PLAN INFORMATION

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options and Rights (Column A)(#)		Weighted Average per Share Exercise Price of Outstanding Options and Rights(1)($)		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans Excluding Securities Reflected in Column A(#)
Equity Compensation Plans Approved by Stockholders	150,583,319	(2)(3)	$	51.04	54,953,421	(4)
Equity Compensation Plans Not Approved by Stockholders	226,000	(5)	$	50.59	24,000	(5)
Total	150,809,319		$	51.04	54,977,421

(1) Shares issuable pursuant to outstanding performance share unit awards, restricted stock unit awards and deferred stock unit awards are not included in the calculation of weighted average exercise price, as there is no exercise price for these shares.

(2) Issued under our 1996, 1999 and 2002 Stock Incentive Plans, 2005 Amended and Restated Stock Incentive Plan, 2006 and 2008 Non-Employee Director Stock Incentive Plans and 1994 Restricted Stock Plan for Non-Employee Directors. Performance share unit awards are reflected at 100% of target.

(3) Also includes shares of common stock underlying outstanding awards under our Management Incentive Plan that will vest upon retirement or termination of each participant. These awards will be paid in shares of common stock. No additional awards are being made under the Management Incentive Plan, which has been replaced by our Performance Incentive Award Program and Executive Incentive Plan.

(4) Includes 46,400 shares that remain available for issuance under the 1994 Restricted Stock Plan for Non-Employee Directors. No further grants are being made under this plan other than continuing annual grants to three non-employee directors who joined the Board prior to April 27, 2006 until they reach their total award of 4,000 shares. Excludes 206,000 shares that remained available for issuance under the 2006 Non-Employee Director Stock Incentive Plan, as no further grants are being made under this plan effective with the approval by our stockholders of the Wyeth 2008 Non-Employee Director Stock Incentive Plan.

(5) Issued under our Stock Option Plan for Non-Employee Directors, which is described below. Although 24,000 shares remain available for issuance under this plan, no further grants are being made under this plan.

Stock Option Plan for Non-Employee Directors

Our Stock Option Plan for Non-Employee Directors was adopted in 1999 by the Board to attract and retain qualified persons who were not our employees or former employees for service as members of the Board by providing them with an interest in our success and progress by granting them 10-year term, non-qualified options to purchase common stock. Under the plan, directors who were not our current or former employees received an annual grant of stock options on the date of the annual meeting. The price of the options was the fair market value on the date the options were granted. The options became exercisable at the date of the next annual meeting or earlier in the event of the termination of the director’s service due to death, disability or retirement, provided in each case that the director had completed at least two years of continuous service at the time of exercise or termination. The plan also provides for acceleration of vesting of awards in the event of a change in control of Wyeth. While the aggregate maximum number of shares of common stock that may be granted under the plan is 250,000 shares, of which 24,000 remain available, no further grants are being made under the Stock Option Plan for Non-Employee Directors. Outstanding options held by non-employee directors will continue to be governed by the terms of this plan and the award agreements pursuant to which they were granted.

III - 2

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

Information regarding transactions with management and others and director independence is incorporated herein by reference to information included in the 2009 Proxy Statement under the captions “Transactions with Management and Others” and “Independence of Directors.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information relating to principal accountant fees and services is incorporated herein by reference to information included in the 2009 Proxy Statement under the caption “Independent Registered Public Accounting Firm’s Fee Summary.”

III - 3

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)1. Financial Statements

The following Consolidated Financial Statements, Notes to Consolidated Financial Statements and Report of Independent Registered Public Accounting Firm, included in our 2008 Financial Report, are incorporated herein by reference into Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA of this report:

• Consolidated Balance Sheets as of December 31, 2008 and 2007

• Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006

• Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2008, 2007 and 2006

• Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006

• Notes to Consolidated Financial Statements

• Report of Independent Registered Public Accounting Firm

(a)2. Financial Statement Schedules

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

(a)3. Exhibits

Exhibit No.	Description
(2.1)	Agreement and Plan of Merger, dated as of January 25, 2009, among Pfizer Inc., Wagner Acquisition Corp., and the Company, is incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, dated January 29, 2009.
(3.1)	The Company’s Restated Certificate of Incorporation (as amended through May 3, 2007) is incorporated by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.
(3.2)	The Company’s By-Laws (as amended through September 28, 2006) are incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, dated October 2, 2006.
(4.1)	Indenture, dated as of April 10, 1992, between the Company and The Bank of New York Mellon (successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference to Exhibit 4(a) of the Company’s Registration Statement on Form S-3 (File No. 33-57339), filed on January 18, 1995.
(4.2)	Supplemental Indenture, dated October 13, 1992, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.), as Trustee, is incorporated by reference to Exhibit 4(b) of the Company’s Registration Statement on Form S-3 (File No. 33-57339), filed on January 18, 1995.
(4.3)	Second Supplemental Indenture, dated as of March 30, 2001, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-4 (File No. 333-59642) filed on April 27, 2001.
(4.4)	Third Supplemental Indenture, dated as of February 14, 2003, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.

IV - 1

Exhibit No.	Description
(4.5)	Fourth Supplemental Indenture, dated as of December 16, 2003, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-3 (File No. 333-112450) filed on February 3, 2004.
(4.6)	Fifth Supplemental Indenture, dated as of December 16, 2003, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
(4.7)	Sixth Supplemental Indenture, dated as of November 14, 2005, between the Company and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.) is incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated November 15, 2005.
(4.8)	Seventh Supplemental Indenture, dated as of March 27, 2007, between the Company and The Bank of New York Mellon, as successor trustee, is incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, dated March 28, 2007.
(10.1)	Credit Agreement, dated as of August 2, 2007, among the Company, the banks and other financial institutions from time to time parties thereto, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-lead Arrangers and Joint Bookrunners, Citicorp USA Inc., as Syndication Agent, Bank of America, N.A., The Bank of Nova Scotia and UBS Securities LLC, as Co-documentation Agents and JPMorgan Chase Bank, N.A., as Administrative Agent for the lenders, is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated August 8, 2007.
(10.2)	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, is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.3)	Master Guarantee and Letter of Credit Agreement, dated as of December 16, 2003, between the Company and ABN AMRO Bank, N.V. is incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
(10.4)	Seventh Amendment, dated July 21, 2004, to the Nationwide Class Action Settlement, dated November 18, 1999, as amended, is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated January 11, 2005.
(10.5)	Indemnity Agreement (relating to Consent Decree), dated as of September 29, 2000, by and between the Company and Bernard Poussot is incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(10.6)+	License Agreement, dated as of January 13, 2006, by and among the Company, acting through its Wyeth Pharmaceuticals Division, Wyeth Pharmaceuticals Company, Inc., Wyeth-Whitehall Pharmaceuticals Inc. and Wyeth Pharmaceuticals Company (on the one hand) and Teva Pharmaceutical Industries Ltd. and Teva Pharmaceuticals USA, Inc. (on the other hand) is incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.
(10.7)*	Employment Agreement, dated as of January 25, 2007, between the Company and Robert Essner is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated January 26, 2007.

IV - 2

Exhibit No.	Description
(10.8)*	Letter Agreement, dated as of December 20, 2007, between the Company and Robert Essner amending the Employment Agreement incorporated by reference to Exhibit 10.7 above is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated December 21, 2007.
(10.9)*	Wyeth 1996 Stock Incentive Plan (as amended through December 5, 2007) is incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(10.10)*	Wyeth 1999 Stock Incentive Plan (as amended through December 5, 2007) is incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(10.11)*	Wyeth 2002 Stock Incentive Plan (as amended through December 5, 2007) is incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(10.12)*	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.
(10.13)*	Form of Stock Option Agreement (phased vesting) is incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.14)*	Form of Stock Option Agreement (transferable options) is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.
(10.15)*	Form of Special Stock Option Agreement under the 1996 Stock Incentive Plan with Robert Essner dated June 21, 2001 (transferable option) is incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.16)*	Form of Performance Share Award Agreement (409A Replacement for Outstanding 2006 Awards) is incorporated by reference to Exhibit 10.14 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.17)*	Form of Performance Share Award Agreement for named executive officers and certain other officers (409A Replacement for Outstanding 2007 Awards) is incorporated by reference to Exhibit 10.15 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.18)*	Form of Performance Share Award Agreement for certain other officers and other key employees (409A Replacement for Outstanding 2007 Awards) is incorporated by reference to Exhibit 10.16 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.19)*	Form of Performance Share Award Agreement for certain other officers and other key employees (Form for 2007 Awards-without Deferral) is incorporated by reference to Exhibit 10.17 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.20)*	Form of 2008 Performance Share Award Agreement for named executive officers and certain other executive officers is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.
(10.21)*	Form of 2008 Performance Share Award Agreement for certain other executive officers is incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.22)*	Form of 2008 Performance Share Award Agreement for certain other officers and other key employees is incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

IV - 3

Exhibit No.	Description
(10.23)*	Form of 2008 Performance Share Award Agreement for certain other officers and other key employees not receiving the agreement referred to in Exhibit 10.22 is incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.24)*	Form of Restricted Stock Unit Award Agreement (three-year cliff vesting) (409A Replacement for Outstanding 2006 Awards) is incorporated by reference to Exhibit 10.18 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.25)*	Form of Restricted Stock Unit Award Agreement (three-year cliff vesting) (409A Replacement for Outstanding 2007 Awards) is incorporated by reference to Exhibit 10.19 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.26)*	Form of 2008 Restricted Stock Unit Award Agreement (three-year phased vesting) is incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.27)*	Form of 2008 Restricted Stock Unit Award Agreement (three-year cliff vesting) is incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.28)*	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) is incorporated by reference to Exhibit 10.20 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.29)*	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) is incorporated by reference to Exhibit 10.21 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.30)*	Form of Restricted Stock Award Agreement under the 1993 Stock Incentive Plan with Robert Ruffolo dated January 23, 2001 (phased vesting) is incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(10.31)*	Wyeth 1994 Restricted Stock Plan for Non-Employee Directors (as amended through December 15, 2008).
(10.32)*	Form of Restricted Stock Grant Agreement under the Wyeth 1994 Restricted Stock Plan for Non-Employee Directors.
(10.33)*	Form of Restricted Stock Unit Grant Agreement under the Wyeth 1994 Restricted Stock Plan for Non-Employee Directors.
(10.34)*	Stock Option Plan for Non-Employee Directors (as amended through November 16, 2006) is incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.35)*	2006 Non-Employee Director Stock Incentive Plan (as amended through December 5, 2007) is incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(10.36)*	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.
(10.37)*	Form of Stock Option Agreement under the Stock Option Plan for Non-Employee Directors is incorporated by reference to Exhibit 10.30 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.

IV - 4

Exhibit No.	Description
(10.38)*	Form of Stock Option Award Agreement under the 2006 Non-Employee Director Stock Incentive Plan is incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, dated May 1, 2006.
(10.39)*	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) is incorporated by reference to Exhibit 10.22 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.40)*	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) is incorporated by reference to Exhibit 10.23 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.41)*	Form of Deferred Stock Unit Award Agreement under the 2008 Non-Employee Director Stock Incentive Plan (Existing Director) is incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.42)*	Form of Deferred Stock Unit Award Agreement under the 2008 Non-Employee Director Stock Incentive Plan (New Director) is incorporated by reference to Exhibit 10.13 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.43)*	Wyeth Directors’ Deferral Plan (as amended through December 15, 2007) is incorporated by reference to Exhibit 10.31 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(10.44)*	Restricted Stock Trust Agreement under Wyeth Stock Incentive Plans is incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1995.
(10.45)*	Amendment to Restricted Stock Trust Agreement under Wyeth Stock Incentive Plans is incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006.
(10.46)*	Second Amendment to Restricted Stock Trust Agreement under Wyeth Stock Incentive Plans, dated December 15, 2008.
(10.47)*	Management Incentive Plan is incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for the year ended December 31, 1999.
(10.48)*	Amendment to the Management Incentive Plan is incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, dated December 21, 2005.
(10.49)*	Amendment to the Management Incentive Plan (as amended through December 5, 2007), is incorporated by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.
(10.50)*	Executive Incentive Plan (as amended through January 25, 2007) is incorporated by reference to Exhibit 10.42 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.
(10.51)*	Summary Description of Performance Incentive Award Program is incorporated by reference to Exhibit 10.51 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.
(10.52)*	Deferred Compensation Plan is incorporated by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.
(10.53)*	Amendment to the Deferred Compensation Plan is incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, dated December 21, 2005.
(10.54)*	Wyeth 2005 (409A) Deferred Compensation Plan (effective as of January 1, 2005), as amended and restated December 15, 2008.

IV - 5

Exhibit No.	Description
(10.55)*	Wyeth Supplemental Employee Savings Plan (effective as of January 1, 2005), as amended and restated December 15, 2008.
(10.56)*	Wyeth Executive Retirement Plan (effective as of January 1, 2005), as amended and restated December 15, 2008.
(10.57)*	Wyeth Supplemental Executive Retirement Plan (effective as of January 1, 2005), as amended and restated December 15, 2008.
(10.58)*	Wyeth Retirement Plan for Foreign Based Employees (effective January 1, 2005), as amended and restated December 22, 2008.
(10.59)*	Form of 2006 Severance Agreement for Executive Officers and Certain Key Employees entered into by the Company and such individuals in August 2006 in replacement for the 1998 severance agreements is incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.60)*	Form of Amendment to existing 2006 Severance Agreements (Section 409A) for Executive Officers and Certain Key Employees entered into between the Company and all executive officers and certain key employees relating to the forms of Severance Agreements incorporated by reference as Exhibit 10.59 above is incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.61)*	Form of 2006 Severance Agreement for Other Key Employees entered into by the Company and such individuals in August 2006 in replacement for the 1998 severance agreements is incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.62)*	Form of Amendment to 2006 Severance Agreements (Section 409A) for Other Key Employees entered into between the Company and other key employees relating to the forms of Severance Agreements incorporated by reference as Exhibit 10.61 above is incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.63)*	Form of 2006 Severance Agreement for Other New Key Employees entered into by the Company and such individuals from time to time following August 2006 is incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006.
(10.64)*	Form of Amendment to 2006 Severance Agreements (Section 409A) for Other New Key Employees entered into between the Company and other key employees relating to the forms of Severance Agreements incorporated by reference as Exhibit 10.63 above is incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.65)*	Form of Severance Agreement for New Executive Officers and Certain New Key Employees that have not entered into existing Severance Agreements to be entered into between the Company and such individuals from time to time following September 2007 is incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.66)*	Form of Severance Agreement for Other New Key Employees that have not entered into the Severance Agreement referred to in Exhibit 10.65 and that have not entered into existing Severance Agreements to be entered into between the Company and such individuals from time to time following September 2007 is incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.
(10.67)*	Offer Letter from the Company to Mikael Dolsten, M.D., Ph.D., is incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.

IV - 6

Exhibit No.	Description
(10.68)*	Consulting Agreement, dated as of July 31, 2008, between the Company and Robert R. Ruffolo, Jr., Ph.D., is incorporated by reference to Exhibit 10.11 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008.
(10.69)*	Wyeth 2009 Cash Long-Term Incentive Plan.
(10.70)*	Form of 2009 Cash Long-Term Incentive Award Letter.
(10.71)*	Letter Agreement, dated December 19, 2008, between the Company and Charles A. Portwood (409A Compliance).
(12)	Computation of Ratio of Earnings to Fixed Charges.
(13)	2008 Financial Report. Such report, except for those portions thereof that are expressly incorporated by reference herein, is furnished solely for the information of the Commission and is not to be deemed “filed” as part of this filing.
(21)	Subsidiaries of the Company.
(23)	Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP, relating to their report dated February 26, 2009, consenting to the incorporation thereof in the Registration Statements on Form S-3 (File No. 33-45324, File No. 33-57339, File No. 333-103111, File No. 333-108312, File No. 333-111093, File No. 333-112450 and File No. 333-141486), and Form S-8 (File No. 2-96127, File No. 33-24068, File No. 33-41434, File No. 33-53733, File No. 33-55449, File No. 33-45970, File No. 33-14458, File No. 33-50149, File No. 33-55456, File No. 333-15509, File No. 333-76939, File No. 333-67008, File No. 333-64154, File No. 333-59668, File No. 333-89318, File No. 333-98619, File No. 333-98623, File No. 333-125005, File No. 333-133814, File No. 333-150645 and File No. 333-150646) by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
(31.1)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(99.1)	Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended to date is incorporated by reference to Exhibit 99.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.
(99.2)	Fifth Amendment, dated November 21, 2002, to Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended, is incorporated by reference to Exhibit 99.3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(99.3)	Sixth Amendment, dated January 10, 2003, to Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended, is incorporated by reference to Exhibit 99.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2002.
(99.4)	Joint Motion of Wyeth and Claims Facilitating Committee Pursuant to New Settlement Process to Approve Proposed Stay Procedure in Diet Drug Cases, together with supporting documentation, all as filed with the U.S. District Court for the Eastern District of Pennsylvania on January 18, 2005 is incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K, dated January 19, 2005.
(99.5)	Consent Decree, dated October 3, 2000, is incorporated by reference to Exhibit 99.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2000.

IV - 7

Exhibit No.	Description
(99.6)	Amended and Restated Promotion Agreement, dated as of December 16, 2001, by and between Immunex Corporation, the Company and Amgen Inc. (filed as Exhibit 10.1 to Amgen’s Registration Statement on Form S-4 (File No. 333-81832) on January 31, 2002 is incorporated by reference to Exhibit 99.2 of the Company’s Current Report on Form 8-K, dated July 29, 2002).
(99.7)	Description of Amendment No. 1 to Amended and Restated Promotion Agreement, effective July 8, 2003, by and among the Company, Immunex Corporation and Amgen Inc. (filed as Exhibit 10.94 to Amgen’s Annual Report on Form 10-K (File No. 0-12477) for the fiscal year ended December 31, 2003 is incorporated by reference to Exhibit 99.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
(99.8)	Description of Amendment No. 2 to Amended and Restated Promotion Agreement, effective April 20, 2004, by and among the Company, Immunex Corporation and Amgen Inc. (filed as Exhibit 10.93 to Amgen’s Amended Registration Statement on Form S-4/A (File No. 333-114820) filed on June 29, 2004 is incorporated by reference to Exhibit 99.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2004).
(99.9)	Description of Amendment No. 3 to Amended and Restated Promotion Agreement, effective as of January 1, 2005, by and among the Company and Amgen Inc. (filed as Exhibit 10.16 to Amgen’s Quarterly Report on Form 10-Q (File No. 0-12477) for the quarter ended March 31, 2005) is incorporated herein by reference.
(99.10)	Eighth Amendment, dated August 4, 2004, to Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended.
(99.11)	Ninth Amendment, dated May 18, 2005, to Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended.

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

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

IV - 8

SIGNATURES

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

	WYETH
	(Registrant)
February 26, 2009	By	/s/ Gregory Norden
		Gregory Norden
		Senior Vice President and Chief Financial Officer

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

Signatures	Title	Date
Principal Executive Officer:
/s/ Bernard Poussot	Chairman,	February 26, 2009
Bernard Poussot	President and Chief Executive Officer
Principal Financial Officer:
/s/ Gregory Norden	Senior Vice President and	February 26, 2009
Gregory Norden	Chief Financial Officer
Principal Accounting Officer:
/s/ John C. Kelly	Vice President and Controller	February 26, 2009
John C. Kelly
Directors:
/s/ Robert M. Amen	Director	February 26, 2009
Robert M. Amen
/s/ Michael J. Critelli	Director	February 26, 2009
Michael J. Critelli
/s/ Frances D. Fergusson, Ph.D.	Director	February 26, 2009
Frances D. Fergusson, Ph.D.

IV - 9

Signatures	Title	Date
/s/ Victor F. Ganzi	Director	February 26, 2009
Victor F. Ganzi
/s/ Robert Langer, Sc.D.	Director	February 26, 2009
Robert Langer, Sc.D.
/s/ John P. Mascotte	Director	February 26, 2009
John P. Mascotte
/s/ Raymond J. McGuire	Director	February 26, 2009
Raymond J. McGuire
/s/ Mary Lake Polan, M.D., Ph.D., M.P.H.	Director	February 26, 2009
Mary Lake Polan, M.D., Ph.D., M.P.H.
/s/ Gary L. Rogers	Director	February 26, 2009
Gary L. Rogers
/s/ John R. Torell III	Director	February 26, 2009
John R. Torell III

IV -10

INDEX TO EXHIBITS

Exhibit No.	Description
(10.31)*	Wyeth 1994 Restricted Stock Plan for Non-Employee Directors (as amended through December 15, 2008).
(10.32)*	Form of Restricted Stock Grant Agreement under the Wyeth 1994 Restricted Stock Plan for Non-Employee Directors.
(10.33)*	Form of Restricted Stock Unit Grant Agreement under the Wyeth 1994 Restricted Stock Plan for Non-Employee Directors.
(10.46)*	Second Amendment to Restricted Stock Trust Agreement under Wyeth Stock Incentive Plans, dated December 15, 2008.
(10.54)*	Wyeth 2005 (409A) Deferred Compensation Plan (effective as of January 1, 2005), as amended and restated December 15, 2008.
(10.55)*	Wyeth Supplemental Employee Savings Plan (effective as of January 1, 2005), as amended and restated December 15, 2008.
(10.56)*	Wyeth Executive Retirement Plan (effective as of January 1, 2005), as amended and restated December 15, 2008.
(10.57)*	Wyeth Supplemental Executive Retirement Plan (effective as of January 1, 2005), as amended and restated December 15, 2008.
(10.58)*	Wyeth Retirement Plan for Foreign Based Employees (effective January 1, 2005), as amended and restated December 22, 2008.
(10.69)*	Wyeth 2009 Cash Long-Term Incentive Plan.
(10.70)*	Form of 2009 Cash Long-Term Incentive Award Letter.
(10.71)*	Letter Agreement, dated December 19, 2008, between the Company and Charles A. Portwood (409A Compliance).
(12)	Computation of Ratio of Earnings to Fixed Charges.
(13)	2008 Financial Report. Such report, except for those portions thereof that are expressly incorporated by reference herein, is furnished solely for the information of the Commission and is not to be deemed “filed” as part of this filing.
(21)	Subsidiaries of the Company.
(23)	Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP, relating to their report dated February 26, 2009, consenting to the incorporation thereof in the Registration Statements on Form S-3 (File No. 33-45324, File No. 33-57339, File No. 333-103111, File No. 333-108312, File No. 333-111093, File No. 333-112450 and File No. 333-141486), and Form S-8 (File No. 2-96127, File No. 33-24068, File No. 33-41434, File No. 33-53733, File No. 33-55449, File No. 33-45970, File No. 33-14458, File No. 33-50149, File No. 33-55456, File No. 333-15509, File No. 333-76939, File No. 333-67008, File No. 333-64154, File No. 333-59668, File No. 333-89318, File No. 333-98619, File No. 333-98623, File No. 333-125005, File No. 333-133814, File No. 333-150645 and File No. 333-150646) by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.
(31.1)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)	Certification of disclosure as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(99.10)	Eighth Amendment, dated August 4, 2004, to Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended.
(99.11)	Ninth Amendment, dated May 18, 2005, to Final Nationwide Class Action Settlement Agreement, dated November 18, 1999, as amended.

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

EX-10.31

Exhibit 10.31

WYETH

1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

(Initially approved by stockholders on April 20, 1994, and including amendments through December 15, 2008)

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

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

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

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

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

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

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

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

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

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

Director: Any member of the Board of Directors.

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

Effective Date: The date specified in Section 10 hereof.

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

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

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

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

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

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

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

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

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

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

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

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

Section 3. Eligibility and Grants.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(A) single lump sum; or

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

If a Participant does not specify the payment form in his deferral election pursuant to Section 4(d)(iii) or 4(d)(iv), the shares of Common Stock subject to such election shall be delivered in a lump sum on the first day of the month following his or her Termination of Board Membership.

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

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

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

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

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

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

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

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Section 9. Miscellaneous.

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

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

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

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

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

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

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

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

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

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

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EX-10.32

Exhibit 10.32

No Deferral

	WYETH
RESTRICTED STOCK GRANT AGREEMENT
	UNDER 1994 RESTRICTED STOCK
	PLAN FOR NON-EMPLOYEE DIRECTORS
	DATED: [            , 2007]
	NUMBER OF SHARES OF RESTRICTED
	STOCK: 800

Under the terms and conditions of this Agreement and of the 1994 Restricted Stock Plan for Non-Employee Directors of Wyeth (“Plan”), a copy of which has been delivered to you and is made a part hereof, the Company hereby grants to the Director named above the number of shares of Restricted Stock specified above. Except as provided herein, the terms used in this Agreement shall have the same meanings as in the Plan.

1. Rights of Stockholder. During the Restricted Period, subject to the restrictions of this Agreement and the Plan, you shall have all rights and privileges of a stockholder of the Company with respect to the Restricted Stock including the right to vote such stock and to receive dividends paid thereon.

2. Non-Transferable. A stock certificate representing the number of shares of Restricted Stock granted hereby shall be registered in your name but shall be held in custody by the Company for your account. You shall not be entitled to delivery of the certificate until the first business day of the month following the expiration of the Restricted Period and, during the Restricted Period, you may not sell, transfer, assign, pledge, or otherwise encumber or dispose of the Restricted Stock.

3. Removal of Restrictions. The restrictions set forth in this Agreement shall lapse on completion of at least (5) five years of service from the date of the initial grant to you of Restricted Stock under the Plan or the events specified in Sections 4 (b)(ii) and 4(b)(iii) of the Plan, whichever occurs first.

4. Payment of Restricted Stock. Subject to the provisions of the Plan, at the end of the Restricted Period, a stock certificate for the number of shares of Restricted Stock with respect to which the restrictions have lapsed shall be delivered to you, free of all such restrictions, subject to any applicable withholding requirements.

5. Miscellaneous. This Agreement may not be amended except in writing and neither the existence of the Plan nor this grant shall create any obligation on the part of the Board to nominate any Director for re-election by the Company’s stockholders, nor confer upon any Director the right to remain a member of the Board of Directors. In the event of a conflict between this Agreement and the Plan, the Plan shall govern.

6. Compliance With Applicable Law. This Agreement shall be governed by the laws of the State of Delaware and in accordance with such federal laws as may be applicable. Notwithstanding anything herein to the contrary, the Company shall not be obligated to cause to be delivered any certificates evidencing shares to be delivered pursuant to this grant, unless and until the Company is advised by its counsel that the issuance and delivery of such certificates is in compliance with all applicable laws, regulations or requirements of any governmental authority or national securities exchange. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law or regulation.

	WYETH
	By:
Accepted and agreed to:
Name (please print)		Social Security Number
Signature		Date of Birth

EX-10.33

Exhibit 10.33

Form for Deferral

	WYETH
RESTRICTED STOCK UNIT GRANT AGREEMENT
[NAME]	UNDER 1994 RESTRICTED STOCK
[ADDRESS]	PLAN FOR NON-EMPLOYEE DIRECTORS
	DATED: [            ], 200[    ]
	NUMBER OF STOCK UNITS: [             ]

Under the terms and conditions of this Agreement and of the 1994 Restricted Stock Plan for Non-Employee Directors of Wyeth (“Plan”), a copy of which has been delivered to you and is made a part hereof, the Company hereby grants to the Director named above the number of stock units specified above. Each stock unit shall correspond to one share of Common Stock. Except as provided herein, the terms used in this Agreement shall have the same meanings as in the Plan.

1. Contribution of Shares to Restricted Stock Trust. Shares of Common Stock corresponding to the number of stock units granted to you shall be contributed to the Restricted Stock Trust. You shall have the right to instruct the trustee of the Restricted Stock Trust regarding the voting of the shares of Common Stock corresponding to your stock units. In addition, you shall be granted on each dividend payment date, a number of additional stock units equal to the aggregate value of the cash dividend paid on the shares of Common Stock corresponding to your units divided by the fair market value of a share of Common Stock on the dividend payment date.

2. Non-Transferable. You may not sell, transfer, assign, pledge, or otherwise encumber or dispose of the stock units granted to you.

3. Removal of Restrictions. You shall forfeit all of the stock units, if you cease to be a member of the Board prior to the fifth anniversary of the date of grant of the Stock Units, unless you cease to be a member of the Board for a reason set forth in Section 4(b)(ii) or 4(b)(iii) of the Plan. A stock unit which is not forfeited by you shall be settled through the delivery of a share of Common Stock to you in accordance with your Deferral Election beginning on the 1^st business day of the month following your retirement. The stock certificates representing the shares deferred to you shall be free of all restrictions.

4. Withholding. Payment of the shares of Common Stock corresponding to the units shall be subject to all applicable withholding requirements.

5. Miscellaneous. This Agreement may not be amended except in writing and neither the existence of the Plan nor this grant shall create any obligation on the part of the Board to nominate any Director for re-election by the Company’s stockholders, nor confer upon any Director the right to remain a member of the Board of Directors. In the event of a conflict between this Agreement and the Plan, the Plan shall govern.

6. Compliance With Applicable Law. This Agreement shall be governed by the laws of the State of Delaware and in accordance with such federal laws as may be applicable. Notwithstanding anything herein to the contrary, in accordance with Section 5 of the Plan, the Committee may postpone issuance and delivery of any certificates evidencing shares of Common Stock to be delivered pursuant to this grant, as may be required to comply with any applicable requirements under federal securities laws, any applicable listing requirements of any national security exchange or any requirements under any other law or regulation applicable to the issuance and delivery of such shares. The Company shall in no event be obliged to register any securities pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law or regulation.

WYETH

By:

Accepted and agreed to:

Name (please print)

Signature

EX-10.46

Exhibit 10.46

Second Amendment to the Restricted Stock Trust Agreement

Under the Wyeth Stock Incentive Plans

This Amendment (the “Amendment”) is hereby entered into effective as of January 1, 2008, by and between Wyeth (the “Company”) and Jack O’Connor (the “Trustee”):

W I T N E S S E T H

WHEREAS, the Company and the Trustee entered into on April 20, 1994, a Declaration of Trust and Trust Agreement (the “Trust Agreement”), to implement various Restricted Stock Performance Award Agreements entered into from time to time by and between the Company and key employees and directors initially under the 1993 Stock Incentive Plan and the 1994 Restricted Stock Plan for Non-Employee Directors;

WHEREAS, the Company and the Trustee adopted certain amendments to the Trust Agreement, including (but not limited to) an amendment adopted on April 21, 2006 changing the name of the Trust Agreement and providing that any reference to “Plan” therein shall include Wyeth Stock Incentive Plan of 2005, the Wyeth Stock Incentive Plan of 2002, the Wyeth Stock Incentive Plan of 1999, the Wyeth Stock Incentive Plan of 1996, the Wyeth Stock Incentive Plan of 1993, the 1994 Restricted Stock Plan for Non-Employee Directors and the 2006 Non-Employee Directors Stock Incentive Plan (collectively, the “Equity Plans”);

WHEREAS, by resolutions dated June 22, 2006, the Compensation and Benefits Committee of the Board of Directors of the Company authorized the Deferred Compensation Tax Compliance Committee (the “Deferred Compensation Committee”) to adopt amendments to documents governing the Equity Plans that the Deferred Compensation Committee deems necessary, advisable or desirable to avoid adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended, to participants in such plans; and

WHEREAS, the Deferred Compensation Committee and the Trustee desire to clarify the Trust Agreement as provided herein.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows, effective as of January 1, 2008:

1. Section 4.1 of the Trust Agreement is hereby clarified by amending it in its entirety as follows:

All payments from the Trust shall be made by the Trustee to such persons, in such manner, at such times and in such amounts as the Committee shall direct; provided, however, that payments to any such person shall include the income from and increment on any shares of Company Stock contributed to the Trust on behalf of such person pursuant to Section 3.1 hereof to which such payments are attributable. For avoidance of doubt, such income shall include the dividends equivalents (if any) paid on such shares of Company Stock, which the Trustee shall use to purchase additional shares of Company Stock on behalf of such person; provided, however, that the Committee may, in its discretion, determine that any fractional shares shall be paid in cash. And such income

shall be paid at the same time and in the same form as the shares of Company Stock to which it is attributable. The Trustee shall be under no duty to make inquiry as to whether any distribution direction by the Committee is made pursuant to the provisions of the Plan.

2. Except as specifically set forth herein, all other provisions of the Trust Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed December 15, 2008.

By:	/s/ Jack O’Connor
	Trustee
By:	/s/ Mary Katherine Wold
	Mary Katherine Wold
	For the Deferred Compensation Tax
	Compliance Committee

Attested:

/s/ Eileen Lach

Eileen Lach

Corporate Secretary

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EX-10.54

Exhibit 10.54

WYETH 2005 (409A)

DEFERRED COMPENSATION PLAN

(effective January 1, 2005)

PURPOSE

The Plan is an unfunded deferred compensation plan that provides certain key Employees with the opportunity to voluntarily defer receipt of a portion of their compensation. Wyeth adopted the Plan to enable the Company to attract and retain a select group of management and highly compensated Employees. The Plan is intended to satisfy the requirements of Section 409A. Wyeth also maintains the Prior Plan, which governs certain compensation deferred by a select group of management and highly compensated Employees that is not subject to Section 409A.

Capitalized terms not otherwise defined in the text hereof shall have the meanings set forth in Section 1.

SECTION 1

DEFINITIONS

1.1 Rules of Construction. Except where the context indicates otherwise, any masculine terminology used herein shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. All references to sections and appendices are, unless otherwise indicated, to sections or appendices of the Plan.

1.2 Terms Defined in the Plan. Whenever used herein, the following terms shall have the meanings set forth below:

(a) “Administrative Procedures” means the policies and procedures established by the Committee and/or the Administrative Record Keeper from time to time governing elections to participate in the Plan, maintenance of Deferral Accounts, Investment Options, calculation of Investment Earnings/Losses, required Election Forms, distributions from the Plan and such other matters as are necessary for the proper administration of the Plan.

(b) “Administrative Record Keeper” means the person or persons designated by the Committee in accordance with Section 2.

(c) “Affiliate” means any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes Wyeth and any trade or business (whether or not incorporated) which is under common control with Wyeth (within the meaning of Section 414(c) of the Code); provided, however, that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of

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corporations under Section 414(b) of the Code the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2) and (3) of the Code, and in applying Section 1.414(c)-2 of the Treasury Regulations, for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1.414(c)-2 of the Treasury Regulations.

(d) “Base Salary” means the annual base compensation to be paid during a Plan Year by the Company to an Employee for services rendered to the Company from all sources (i.e., regardless of whether United States source or foreign source).

(e) “Beneficiary” means one or more persons or entities (including a trust or estate) designated by a Participant to receive payment of any unpaid balance in the Participant’s Deferral Account in the event of the Participant’s death. Such designation shall be made on a form provided by the Administrative Record Keeper. If no valid Beneficiary designation is in effect at the Participant’s death, or if no person or persons so designated survives the Participant, or if each surviving validly designated Beneficiary is legally impaired or prohibited from receiving payment, Participant’s Beneficiary shall be the Participant’s Surviving Spouse, if any, or if the Participant has no Surviving Spouse, then his estate. If the Committee is in doubt as to the right of any person to receive such amount, it may retain such amount, without liability for any interest thereon, until the rights thereto are determined, or the Committee may pay such amount into any court of competent jurisdiction and such payment shall be a complete discharge of the liability of the Plan.

(f) “Board of Directors” means the Board of Directors of Wyeth (or any committee of the Board of Directors to whom the Board delegates, from time to time, its authority hereunder).

(g) “Bonus Compensation” means cash compensation to be paid to an Eligible Employee by the Company with respect to services rendered during a Plan Year under any incentive compensation or bonus plan, program or arrangement which is maintained or which may be adopted by the Company.

(h) “Business Day” means each day that the New York Stock Exchange is open for business.

(i) “Claimant” has the meaning set forth in Section 9.1.

(j) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

(k) “Committee” means the committee of such officers and/or employees of the Company as shall be designated from time to time by Wyeth to administer the Plan and any successor thereto.

(l) “Company” means Wyeth and its Affiliates.

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(m) “Company Account Plan” means any arrangement sponsored by the Company, other than the Plan, that (i) is required to be aggregated with the Plan under Treasury Regulation 1.409A-1(c)(2) and (ii)(A) is an “account balance plan,” as such term is defined in Treasury Regulation 1.409A-1(c)(2)(i)(A) or (B) provides for the deferral of compensation other than at the election of the Employee, as described in Treasury Regulation 1.409A-1(c)(2)(i)(B).

(n) “Company Stock” means the Investment Option available under the Plan that is designed to track the performance of Wyeth’s Common Stock, par value $0.33 ¹/3.

(o) “Default Investment Option” means the default investment option specified from time to time by the Committee for hypothetical investment of a Participant’s Deferral Account in the event the Participant fails to allocate all or a portion of his Deferral Account to a particular Investment Option.

(p) “Deferral Account” means a bookkeeping account (including all sub-accounts) maintained by the Administrative Record Keeper for each Participant to record (i) the Participant’s Base Salary and/or Bonus Compensation deferrals under the Plan, (ii) the amount of a Valid Notional Rollover of all or a portion of the Participant’s (A) ERP 409A Benefit, (B) SERP 409A Benefit, and (C) SESP 409A Account, plus or minus (iii) Investment Earnings/Losses on those amounts minus (iv) all distributions or withdrawals made to a Participant or his Beneficiary.

(q) “Deferred Compensation Tax Compliance Committee” means a committee of such officers and/or employees of the Company as shall be designated from time to time by the Company.

(r) “Delayed Payment Amount” shall have the meaning set forth in Section 7.6.

(s) “Disability” means a Separation from Service by reason of disability for purposes of (i) a long-term disability plan maintained by the Company in which a Participant participates or (ii) Social Security Disability Insurance (SSDI), as determined by the Social Security Administrator.

(t) “Election Form” means the form or forms established from time to time by the Administrative Record Keeper and/or the Committee, that an Eligible Employee completes and submits to the Administrative Record Keeper to make an election under the Plan. Election Forms can be in paper, electronic or such other media (or combination thereof) as the Administrative Record Keeper shall specify from time to time.

(u) “Eligible Employee” means an Employee (i) whose terms and conditions of employment are not subject to a collective bargaining agreement, (ii) who at any time during the Plan Year is eligible to receive Base Salary for the Plan Year on an annualized basis of not less than one hundred fifty-five thousand dollars ($155,000) or such greater amount as may be determined from time to time by the Committee, and (iii) who is paid in whole or in part through the Company’s regular U.S. payroll. Notwithstanding the foregoing, an individual shall not become an “Eligible Employee” until the first day of the month following the date on which such

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individual satisfies requirement (ii) of the previous sentence. Further, the term “Eligible Employee” shall exclude individuals classified by the Company as leased employees, independent contractors or consultants or any other individuals who are not paid through the Company’s regular payroll.

(v) “Employee” means an employee of the Company.

(w) “ERP” means the Wyeth Executive Retirement Plan (amended and restated effective as of January 1, 2005), as amended from time to time.

(x) “ERP 409A Benefit” means the portion of an Eligible Employee’s benefit under the ERP that is subject to Section 409A.

(y) “ERP Grandfathered Benefit” means the portion of an Eligible Employee’s benefit under the ERP that, for purposes of Section 409A, was both earned and vested on or before December 31, 2004.

(z) “Installment Retirement Benefit” shall have the meaning set forth in Section 7.2(a).

(aa) “Investment Earnings/Losses” means the income, gains and losses that would have been realized had an amount deferred hereunder actually been invested in the Investment Option or Options selected by a Participant.

(bb) “Investment Options” means the Market Interest Option and such other investment options as selected from time to time by the Committee that are used as hypothetical investment options among which the Participant may allocate all or a portion of his Deferral Account.

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

(dd) “Lump Sum Retirement Benefit” shall have the meaning set forth in Section 7.2(a).

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(ee) “Market Interest Option” means the Investment Option that provides for Investment Earnings/Losses on amounts deferred under the Plan at the Market Rate.

(ff) “Market Rate” means, for a particular calendar year, 120% of the long term applicable federal rate, with quarterly compounding, for the month of January of such calendar year, as published under Section 1274(d) of the Code for such year, or such other reasonable rate of interest as the Committee or the Board of Directors may establish from time to time.

(gg) “Normal Retirement Date” shall have the same meaning as set forth in the Retirement Plan, as in effect on December 31, 2008.

(hh) “Participant” means an Employee or Retiree (for so long as he retains a Deferral Account under the Plan) who participates in the Plan.

(ii) “Plan” means this Wyeth 2005 (409A) Deferred Compensation Plan, as amended from time to time.

(jj) “Plan Year” means the calendar year.

(kk) “Prior Plan” means the terms of the Wyeth Deferred Compensation Plan (as amended and restated as of November 20, 2003), as set forth in the Company’s written documentation, rules, practices and procedures applicable to such plan (but without regard to any amendments thereto after October 3, 2004 that would result in any material modification of such plan, within the meaning of Section 409A).

(ll) “Retiree” means an individual who is Retired.

(mm) “Retirement”, “Retire(s)” or “Retired” means the first day of the month coincident with or next following Separation from Service with the Company for any reason other than a leave of absence, death or Disability on or after the Participant becomes Retirement Eligible.

(nn) “Retirement Benefit” means the type and form of payments available to a Participant upon Retirement as described in Section 7.2(a).

(oo) “Retirement Benefit Installment Payout Dates” means, with respect to a deferral made by a Participant, the first day of the calendar quarter elected (initially or upon redeferral pursuant to Section 8) by the Participant for the commencement of installment payments and, in the case of annual installments, the anniversary dates thereof and, in the case of quarterly installments, the first day of each calendar quarter thereafter, in each case through the final installment payout date elected by the Participant with respect to such deferral; provided, however, that the first of such dates shall be:

(i) with respect to a distribution election made by a Participant in accordance with the SESP, at least 12 months after a Valid Notional Rollover of all or a portion of the SESP 409A Account;

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(ii) with respect to redeferral by a Participant of the ERP 409A Benefit, the SERP 409A Benefit or all or a portion of the SESP 409A Account pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP, the SERP or the SESP, as the case may be, not earlier than five years after the date such ERP 409A Benefit, SERP 409A Benefit or SESP 409A Account would otherwise have been payable;

(iii) with respect to a deferral of all or a portion of the ERP 409A Benefit or the SERP 409A Benefit pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP or the SERP, as the case may be, by a Participant who makes a distribution election in calendar year 2008 and incurs a Separation from Service during the calendar year 2009, not earlier than January 1, 2010;

(iv) with respect to all other Retirement Benefit payments (including all or a portion of the ERP 409A Benefit or the SERP 409A Benefit rolled over to the Plan in a Valid Notional Rollover not in connection with a redeferral), on or after the Participant’s Retirement Date; and

provided, further, that the final installment payout date with respect to such deferral occurs (X) no earlier than the second anniversary of the first installment payment and (Y) no later than the earlier of (I) the quarter prior to the fifteenth anniversary of the first installment payment and (II) the fifteenth anniversary of the Participant’s Normal Retirement Date.

(pp) “Retirement Benefit Lump Sum Payout Date” means, with respect to a deferral made by a Participant, the first day of the calendar quarter elected (initially or upon redeferral pursuant to Section 8) by the Participant for a lump sum payout of a Retirement Benefit; provided, however, that such date shall not be earlier than:

(i) with respect to a distribution election made by a Participant in accordance with the SESP, at least 12 months after a Valid Notional Rollover of all or a portion of the SESP 409A Account;

(ii) with respect to redeferral by a Participant of the ERP 409A Benefit, the SERP 409A Benefit or all or a portion of the SESP 409A Account pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP, the SERP or the SESP, as the case may be, not earlier than five years after the date such ERP 409A Benefit, SERP 409A Benefit or SESP 409A Account would otherwise have been payable;

(iii) with respect to a deferral of the ERP 409A Benefit or the SERP 409A Benefit pursuant to a Valid Notional Rollover in accordance with the provisions of the ERP or the SERP, as the case may be, by a Participant who makes a distribution election in calendar year 2008 and incurs a Separation from Service during the calendar year 2009, not earlier than January 1, 2010;

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(iv) with respect to all other Retirement Benefit payments (including all or a portion of the ERP 409A Benefit or the SERP 409A Benefit rolled over to the Plan in a Valid Notional Rollover not in connection with a redeferral), on or after the Participant’s Retirement date; and

provided, further, that such date shall be no later than the fifteenth anniversary of the Participant’s Normal Retirement Date.

(qq) “Retirement Eligible” means for a Participant, the earlier of (i) age 65, or (ii) age 55 with at least five Years of Vesting Service.

(rr) “Retirement Plan” means the Wyeth Retirement Plan – United States, as amended from time to time.

(ss) “Savings Plan” means the Wyeth Savings Plan, as amended from time to time.

(tt) “Section 409A” means Section 409A of the Code and the applicable rulings and regulations promulgated thereunder.

(uu) “Section 409A Compliance” has the meaning set forth in Section 10.1.

(vv) “Separation from Service” means a separation from service with the Company for purposes of Section 409A, determined using the default provisions set forth in Treasury Regulation Section 1.409A-1(h). 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 to determine whether a Separation from Service has occurred in accordance with Treasury Regulation Section 1.409A-1(h)(4).

(ww) “SERP” means the Wyeth Supplemental Executive Retirement Plan (amended and restated effective as of January 1, 2005), as amended from time to time.

(xx) “SERP 409A Benefit” means the portion of an Eligible Employee’s benefit under the SERP that is subject to Section 409A.

(yy) “SERP Grandfathered Benefit” means the portion of an Eligible Employee’s Benefit under the SERP that, for purposes of Section 409A, was both earned and vested on December 31, 2004.

(zz) “SESP” means the Wyeth Supplemental Employee Savings Plan (amended and restated effective as of January 1, 2005), as amended from time to time.

(aaa) “SESP 409A Account” means and Eligible Employee’s 409A Account (as defined in the SESP) under the SESP.

(bbb) “SESP Grandfathered Account” means an Eligible Employee’s Grandfathered Account (as defined in the SESP) under the SESP.

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(ccc) “Short-Term Payout” means the type of payout available to a Participant as described in Section 7.1.

(ddd) “Short-Term Payout Date” means, with respect to a deferral of Base Salary or Bonus Compensation made by a Participant, the first day of the calendar quarter elected by the Participant for payment of a Short-Term Payout; provided, however, that such date shall be in a Plan Year which, in the case of an initial election, is at least three but no more than 15 years after the end of the Plan Year with respect to which a deferral occurs and in the case of a redeferral pursuant to Section 8, is at least five but not more than 15 years after the date on which the Short-Term Payout, but for the redeferral, would have been paid; and provided, further, that in each case such date shall be no later than the fifteenth anniversary of the Participant’s Normal Retirement Date.

(eee) “Transition Elections” means elections made by a Participant in accordance with the provisions of Notices 2005-1, 2006-79, and 2007-86 promulgated by the U.S. Treasury Department and the Internal Revenue Service and the Proposed Regulations under Section 409A, 70 Fed. Reg. 191 (Oct. 4, 2005).

(fff) “Treasury Regulations” means the regulations adopted by the Internal Revenue Service under the Code, as they may be amended from time to time.

(ggg) “Unforeseeable Emergency” has the meaning ascribed in Section 409A.

(hhh) “Valid Notional Rollover” means a notional rollover in accordance with the requirements of the SESP, the SERP or the ERP, as the case may be, of all or a portion of a Participant’s (i) SESP 409A Account, (ii) SERP 409A Benefit or (iii) ERP 409A Benefit, to the Plan by a Participant in the SESP, the SERP or the ERP, as the case may be, who is Retirement Eligible at the time of his Separation from Service. The effective date of a Valid Notional Rollover shall be the first of the month following the Participant’s Separation from Service, even if all or a portion of the SESP 409A Account, the SERP 409A Benefit or the ERP 409A Benefit would otherwise have been paid to the Participant at a later date.

(iii) “Wyeth” means Wyeth, a Delaware corporation, and any successor thereto.

(jjj) “Yearly or Quarterly Installment Method” means a yearly (or quarterly) installment payment over the number of years (or quarters) selected by the Participant in accordance with the Plan, determined by the following annuity methodology. The amount of the annual or quarterly installment payment shall be determined by the Administrative Record Keeper as an annuity at the beginning of the installment payout period elected by the Participant and shall be recalculated each year as of January 1. The yearly (or quarterly) installment shall be calculated based on the balance of the Participant’s Deferral Account as of the beginning of the installment payout period, assuming that the entire Deferral Account is invested at the Market Rate in effect at the time the calculation is made and assuming that the Market Rate will remain unchanged throughout the payout period. The amount of the yearly or (quarterly) installment payments shall be revised at the beginning of each calendar year by adjusting the principal amount used to determine the amount of the yearly (or quarterly) installment payments to reflect

8

the actual value of the Deferral Account (determined based on the Investment Earnings/Losses attributable to the Investment Options actually selected by the Participant and amounts distributed in the prior year) and assuming that the Participant’s Deferral Account is invested at the Market Rate in effect at the time of the revised calculation.

(kkk) “Year of Vesting Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006 and, prior to such date, has the meaning ascribed to “Continuous Service,” as such term was defined in the Retirement Plan prior to January 1, 2006.

SECTION 2

ADMINISTRATION

2.1 General Authority. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power, subject to the terms of the Plan: (i) to determine eligibility to participate in, and the amount of benefit to be provided to any Participant under, the Plan; (ii) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan; (iii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, to correct any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iv) to make determinations regarding the valuation of Deferral Accounts; (v) to make any and all legal and factual determinations in connection with the administration and implementation of the Plan; (vi) to designate the Administrative Record Keeper and to review actions taken by the Administrative Record Keeper or any other person to whom authority is delegated under the Plan; and (vii) to employ and rely on legal counsel, actuaries, accountants and any other agents as may be deemed to be advisable to assist in the administration of the Plan. All such actions of the Committee shall be conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or other person employed or engaged by the Company with respect to the Plan. If any member of the Committee is a Participant, such member shall not resolve, or participate in the resolution of, any matter specifically relating to such Committee member’s eligibility to participate in the Plan or the calculation or determination of such member’s benefit under the Plan.

2.2 Delegation. The Committee shall have the power to delegate to any person or persons the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time to time determine. Any action taken by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee. If any individual to whom the Committee delegates authority is a Participant, such individual shall not resolve, or participate in the resolution of, any matter relating to such individual’s eligibility to participate in the Plan or the calculation or determination of such individual’s benefits under the Plan.

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2.3 Administrative Record Keeper. The Administrative Record Keeper shall be responsible for the day-to-day operation of the Plan, having the power (except to the extent such power is reserved to the Committee) to take all action and to make all decisions necessary or proper in order to carry out his duties and responsibilities under the provisions of the Plan. If the Administrative Record Keeper is a Participant, the Administrative Record Keeper shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan. The Administrative Record Keeper shall report to the Committee at such times and in such manner as the Committee shall request concerning the operation of the Plan.

2.4 Actions; Indemnification. The members of the Board of Directors, the Committee, the Administrative Record Keeper, the members of the Deferred Compensation Tax Compliance Committee, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee shall not be liable for any actions or failure to act with respect to the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Board of Directors (and each member thereof), the Committee (and each member thereof), the Deferred Compensation Tax Compliance Committee (and each member thereof), the Administrative Record Keeper, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The indemnification, exculpation and liability limitations of this Section 2.4 shall apply to the Administrative Record Keeper only to the extent that the Administrative Record Keeper is or was a director, officer or employee of the Company.

SECTION 3

GRANDFATHERED BENEFITS

The Company maintains the Prior Plan, which was designed to provide certain Employees with the opportunity to voluntarily defer receipt of a portion of their compensation. All amounts deferred under the Prior Plan that, for purposes of Section 409A, were both earned and vested on December 31, 2004 shall be subject to the terms of the Prior Plan as in effect on December 31, 2004. The ERP Grandfathered Benefit, SERP Grandfathered Benefit and the SESP Grandfathered Account that are rolled over in a Valid Notional Rollover shall be rolled over into the Prior Plan and be subject to the terms of the Prior Plan as in effect on December 31, 2004.

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SECTION 4

PARTICIPATION IN THE PLAN

4.1 Base Salary and Bonus Deferrals. An Eligible Employee who elects to defer Base Salary or Bonus Compensation in accordance with Section 5.1 shall commence participation in the Plan as of the date that amounts elected to be deferred are first credited to the Eligible Employee’s Deferral Account.

4.2 Notional Rollover from SERP, ERP and SESP. An Eligible Employee who transfers all or a portion of his SERP 409A Benefit, his ERP 409A Benefit or his SESP 409A Account to the Plan in a Valid Notional Rollover in accordance with the requirements of the SERP, the ERP or the SESP, as the case may be, and is not already a Participant, shall become a Participant on the effective date of such Valid Notional Rollover.

4.3 Exclusions. No Employee who is not an Eligible Employee shall be eligible to participate in the Plan. In addition, the Committee may, if it determines it to be necessary or advisable to comply with ERISA, the Code or other applicable law, exclude one or more Eligible Employees or one or more classes of Eligible Employees from Plan participation.

SECTION 5

DEFERRALS AND ELECTIONS

5.1 Elections.

(a) In General. All deferrals under the Plan shall be evidenced by the Eligible Employee properly executing and submitting such Election Forms as may be required by the Administrative Record Keeper in accordance with the Administrative Procedures and this Section 5.

(b) Transition Elections. The Transition Elections made by a Participant shall supplement and, to the extent inconsistent therewith, shall supersede the corresponding provisions of this Section 5.

5.2 Deferrals of Base Salary and/or Bonus Compensation.

(a) Deferrals of Base Salary and Bonus. Subject to the following sentence, for each Plan Year, a Participant may designate on the applicable Election Form a percentage of his Base Salary and/or Bonus Compensation that is payable in a Plan Year to be deferred in accordance with this Section 5. If an Eligible Employee elects to defer Base Salary into the Plan, six percent of such Base Salary elected to be deferred for a particular Plan Year shall automatically be deferred under the SESP for the same Plan Year.

(b) Minimum/Maximum Amount of Deferral. For each Plan Year, a Participant may elect to defer Base Salary and Bonus Compensation in increments of at least one percent of Base Salary or Bonus Compensation, as the case may be (unless the Committee

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determines otherwise in its sole discretion), up to a maximum of seventy-five percent of Base Salary and up to a maximum of eighty-five percent of Bonus Compensation with respect to a Plan Year. Notwithstanding the foregoing, Base Salary and Bonus Compensation may only be deferred to the extent such amounts would otherwise have been paid to the Participant through the Company’s regular U.S. payroll.

(c) Base Salary Deferral Elections. Except for the first Plan Year in which an individual becomes an Eligible Employee, an Eligible Employee’s voluntary election to defer Base Salary must be received by the Administrative Record Keeper no later than December 31 of the prior Plan Year, or such earlier date as may be determined by the Administrative Record Keeper in accordance with the Administrative Procedures. With respect to the first Plan Year in which an individual becomes an Eligible Employee, elections to voluntarily defer Base Salary into the Plan must be made no later than 30 days after the date the Employee first becomes an Eligible Employee and shall only apply to Base Salary earned after such election becomes irrevocable, as determined in accordance with the Administrative Procedures.

(d) Bonus Compensation. Except for the first Plan Year in which an individual becomes an Eligible Employee, an Eligible Employee’s voluntary election to defer Bonus Compensation must be received by the Administrative Record Keeper no later than December 31 of the Plan Year prior to the Plan Year with respect to which the Bonus Compensation will be earned. With respect to the first Plan Year in which an individual becomes an Eligible Employee, elections to voluntarily defer Bonus Compensation into the Plan must be made no later than 30 days after the date the Employee becomes an Eligible Employee and shall only apply to the percentage of a Participant’s Bonus Compensation that is no greater than the total amount of the Participant’s Bonus Compensation for a Plan Year multiplied by the ratio of the number of days remaining in the Plan Year after such election becomes irrevocable as determined in accordance with the Administrative Procedures over the total number of days in the Plan Year.

(e) Distribution Elections. For each Base Salary and/or Bonus Compensation deferral, a Participant shall make an election at the same time that he makes a deferral election to receive a Short-Term Payout on a Short-Term Payout Date or a contingent election to receive a Retirement Benefit in accordance with the Administrative Procedures and the provisions of Section 7 below.

(f) Rehired Employees. Notwithstanding the foregoing provisions of Section 5.2, an Eligible Employee who is rehired by the Company or otherwise again becomes an Eligible Employee after deferring amounts under the Plan or under another Company Account Plan and prior to receiving a distribution of his entire Deferral Account and his entire balance under any other Company Account Plan shall not be entitled to defer (A) Base Salary prior to the first day of the Plan Year following the Plan Year in which such individual again becomes an Eligible Employee or (B) Bonus Compensation earned with respect to a Plan Year prior to the Plan Year following the Plan Year such individual again becomes an Eligible Employee. In the event such an Eligible Employee received a distribution of his entire Deferral Account and his entire balance under any other Company Account Plan prior to the date he was rehired by the Company, or otherwise again became an Eligible Employee, he shall be entitled to make a deferral election within 30 days of again becoming eligible to participate in the Plan. In the

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event such an Eligible Employee previously Separated from Service with the Company, payment of his Deferral Account shall not be suspended or otherwise delayed and any additional deferrals under the Plan shall be subject to the deferral election made after such individual again becomes an Eligible Employee.

5.3 Deferrals of Amounts Notionally Rolled Over from the SERP, the ERP and SESP.

(a) Notional Rollover from the ERP, the SERP and the SESP. All or a portion of a Participant’s ERP 409A Benefit, SERP 409A Benefit and SESP 409A Account may be transferred to the Plan in a Valid Notional Rollover in accordance with the terms and conditions of the ERP, the SERP, or the SESP, as the case may be.

(b) Distribution Elections. A Participant shall make an election to receive a Retirement Benefit upon Retirement at the time he makes either an initial or a redeferral election to rollover his ERP 409A Benefit, SERP 409A Benefit or SESP 409A Account to the Plan in a Valid Notional Rollover in accordance with the Administrative Procedures and the provisions of Section 7 below. A Participant shall be permitted to make a separate distribution election under the Plan in connection with each initial or redeferral election to rollover the ERP 409A Benefit, the SERP 409A Benefit or the SESP 409A Account. A Participant’s election to redefer the ERP 409A Benefit, the SERP 409A Benefit or all or a portion of the SESP 409A Account shall further comply with the provisions of Sections 8.3 and 8.4.

SECTION 6

DEFERRAL ACCOUNTS

6.1 Plan Accounts – In General. An individual Deferral Account shall be established and maintained under the Plan on behalf of each Participant by or on behalf of whom deferrals have been made. The Deferral Account shall track the Base Salary and Bonus Compensation deferrals, Valid Notional Rollovers from the SERP, ERP and SESP, Investment Earnings/Losses, distributions or other elections applicable to such accounts. The Deferral Account shall have sub-accounts established and maintained as appropriate to reflect the Base Salary deferrals, Bonus Contribution deferrals, Valid Notional Rollovers from each of the ERP, SERP and SESP, as applicable, and Investment Option(s) selected by the Participant.

6.2 Crediting/Debiting of Deferral Account. Base Salary and Bonus Compensation deferrals and Valid Notional Rollovers from the SERP, ERP and SESP shall be credited to a Participant’s Deferral Account in accordance with the Administrative Procedures. A Participant’s Deferral Account shall be credited or debited with Investment Earnings/Losses based upon the Investment Options selected by the Participant pursuant to Section 6.3 and in accordance with the Administrative Procedures.

6.3 Election of Investment Options. A Participant shall elect, in accordance with the Administrative Procedures, one or more Investment Option(s) from a menu of Investment Options provided by the Committee to be used to determine Investment Earnings/Losses credited or debited to his Deferral Account. A Participant may reallocate the

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existing balance of his Deferral Account among the available Investment Options and change Investment Options with respect to future deferrals under the Plan in accordance with the Administrative Procedures. In the event that a Participant fails to select one or more Investment Options for all or a portion of his Deferral Account (including in the situation where the Investment Option is discontinued and the Participant fails to designate an alternative in accordance with the Administrative Procedures), such amounts shall be deemed invested in the Default Investment Option. In addition to the blackout periods and other restrictions set forth in the Company’s Securities Transactions Policy, as amended from time to time, the Company may impose such additional restrictions on transfers by Participants who have elected Company Stock as an Investment Option as it deems necessary or advisable in order to comply with federal or state securities laws (including, but not limited to Rule 16b-3 of the Securities Exchange Act of 1934, as amended). Any Participant subject to such restrictions shall be notified by the Company.

6.4 Investment Options. The Committee shall select the Investment Options. The Committee shall be permitted to add, remove or change Investment Options, including the Market Interest Option, as it deems appropriate; provided, however, that any such addition, deletion or change shall not be effective with respect to any period prior to the effective date of the change. Each Participant, as a condition to his participation in the Plan, agrees to indemnify and hold harmless the Committee, the Administrative Record Keeper, and the Company, and their agents and representatives, from any losses or damages of any kind relating to the Investment Options made available hereunder.

6.5 Crediting or Debiting Method. The performance of each elected Investment Option (either positive or negative) will be determined based on the performance of the actual Investment Option. A Participant’s Deferral Account shall be credited or debited with Investment Earnings/Losses on each Business Day, or as otherwise determined by the Administrative Record Keeper in accordance with the Administrative Procedures. The Administrative Record Keeper shall establish procedures for valuing the balance of a Participant’s Deferral Account, from time to time, including upon distribution, in accordance with the Administrative Procedures.

6.6 No Actual Investment. Notwithstanding any other provision of the Plan, the Investment Options are to be used for measurement purposes only, and a Participant’s election of any such Investment Options and the crediting or debiting of Investment Earnings/Losses to a Participant’s Deferral Account shall not be considered or construed in any manner as an actual investment of his Deferral Account in any such Investment Options. In the event that the Company decides to invest funds in any or all of the Investment Options, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Deferral Account shall at all times be a bookkeeping entry only and shall not represent any investment made on his behalf by the Company. The Participant shall at all times remain an unsecured creditor of the Company.

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SECTION 7

DISTRIBUTIONS

7.1 Short-Term Payouts. Each Short-Term Payout shall be a lump-sum payment equal to the deferred amount, plus or minus Investment Earnings/Losses debited or credited thereto in the manner provided in Section 6, determined at the time the Short-Term Payout becomes payable. Each Short-Term Payout elected shall be payable on the Short-Term Payout Date designated by the Participant on the Election Form with respect thereto. Short-Term Payouts shall be made as soon as practicable after the applicable Short-Term Payout Date elected by the Participant on the applicable Election Form; provided, however, that in no event shall such payment be made by the Company later than 30 days after the relevant elected date.

7.2 Retirement Benefit.

(a) Form of Distribution of Retirement Benefit. A Participant’s Retirement Benefit may be paid in either a lump sum (“Lump Sum Retirement Benefit”) on a Retirement Benefit Lump Sum Payout Date elected by the Participant or in quarterly or yearly installment payments (“Installment Retirement Benefit”) on Retirement Benefit Installment Payout Dates elected by the Participant. The Participant’s Retirement Benefit payments shall be made in accordance with the Administrative Procedures as soon as practicable after the applicable Retirement Benefit Lump Sum Payout Date or Retirement Benefit Installment Payout Dates elected by the Participant on the applicable Election Form; provided, however, that in no event shall such payments be made by the Company later than 30 days after the relevant elected dates.

(b) Installment Payments for Retirement Benefits. The amount of each installment payment of an Installment Retirement Benefit shall be determined by the Yearly Installment Method, if the Participant elected to receive annual installments or the Quarterly Installment Method, if the Participant elected to receive quarterly installments.

7.3 Payment Upon Separation from Service. Subject to Section 7.6 below, and notwithstanding anything in the Plan to the contrary, in the event a Participant incurs a Separation from Service with the Company for reasons other than Retirement or death (including a Separation from Service as a result of Disability by a Participant who is Retirement Eligible), the entire balance of the Participant’s Deferral Account shall be distributed to the Participant in a single lump sum within 90 days thereafter.

7.4 Payment Upon Death. Notwithstanding anything in the Plan to the contrary, in the event a Participant dies prior to the receipt of any or all of his Deferral Account, the entire balance of such account shall be distributed in a single lump sum to the Participant’s Beneficiary(ies) within 90 days of the Participant’s death.

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7.5 Distribution on an Unforeseeable Emergency.

(a) In General. A Participant may receive a distribution with respect to his Deferral Account, at such time as the Committee determines that the Participant or his Beneficiary has incurred an Unforeseeable Emergency. Distribution because of an Unforeseeable Emergency must be limited to the amount reasonably necessary to satisfy the Unforeseeable Emergency and shall be permitted only if the Unforeseeable Emergency may not be relieved through reimbursement from insurance or otherwise, by liquidation of the Participant’s assets, to the extent the liquidation of such assets would not cause severe financial hardship to the Participant or by cessation of deferrals by the Participant in the Plan and the SESP. If a Participant demonstrates that an Unforeseeable Emergency has occurred, the Committee shall first cancel the Participant’s deferral election for the remainder of the Plan Year under the Plan and the SESP. If the Participant demonstrates, and the Committee shall determine, that a cancellation of a Participant’s deferral election under the Plan and the SESP for the balance of the Plan Year will not alleviate or remedy the Participant’s or his Beneficiary’s Unforeseeable Emergency, then, in addition to the cancellation of the Participant’s deferral election, the Committee may authorize a distribution from the balance in the Participant’s Deferral Account in the amount deemed necessary by the Committee to alleviate or remedy the Participant’s or his Beneficiary’s Unforeseeable Emergency. A distribution under this Section 7.5 shall be applied proportionately among the sub-accounts included in the Participant’s Deferral Account.

(b) Savings Plan Hardship Distribution. Notwithstanding anything to the contrary herein, in the event a Participant receives a hardship distribution under the Savings Plan, the Participant’s deferral election shall be cancelled for the balance of the Plan Year and the Participant shall not be entitled to make further deferrals under the Plan until the first day of the second Plan Year following the date such Participant receives a hardship distribution under the Savings Plan.

(c) Cancellation of Deferrals. In the event of a cancellation of deferrals pursuant to Section 7.5(a), the Participant’s election shall be cancelled, and not postponed or otherwise delayed, such that any later deferral election will be subject to the provisions governing deferral elections as provided in Section 5.

7.6 Six-Month Delay in Commencement of 409A Benefits. Notwithstanding any distribution election made by a Participant, if, at the time of a Participant’s Separation from Service (other than by reason of death), the Participant is a Key Employee, then, any amounts payable to the Participant under the Plan with respect to his Deferral Account during the period beginning on the date of the Participant’s Separation from Service and ending on the six-month anniversary of such date (the “Delayed Payment Amount”) shall be delayed and not paid to the Participant until the first Business Day of the calendar quarter following the date that is six months after the Key Employee’s Separation from Service, at which time such delayed amounts shall be paid to the Participant in a lump-sum. If payment of an amount is delayed as a result of this Section 7.6, such amount shall continue to be deemed invested in the Investment Options selected by the Participant from the date on which such amount would otherwise have been paid to the Participant but for this Section 7.6 to the day immediately prior to the date the Delayed Payment Amount is paid. If a Participant dies on or after the date of the Participant’s Separation from Service and prior to

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payment of the Delayed Payment Amount, any amount delayed pursuant to this Section 7.6 shall be paid to the Participant’s Beneficiary, together with any interest credited thereon, within 90 days following the date of the Participant’s death.

SECTION 8

REDEFERRALS

8.1 Redeferrals of the Deferral Account. A Participant shall be permitted to elect, prior to his Retirement, to redefer all or a portion of the amounts deferred under the Plan in accordance with the provisions of this Section 8. A Participant shall be permitted to make separate redeferral elections with respect to each of his Base Salary or Bonus Compensation deferrals, and each of his elections to defer or redefer the ERP 409A Benefit, the SERP 409A Benefit or the SESP 409A Account to be rolled over to the Plan in a Valid Notional Rollover in accordance with the requirements of the ERP, the SERP or the SESP, as the case may be. A Retirement Benefit payable in the form of a Retirement Benefit Installment Payout shall be treated as a “single” payment and each separately identified amount to which the Participant is entitled shall be considered a separate payment.

8.2 Redeferral of Short-Term Payout Amounts. A Participant who has not yet had a Separation from Service may elect to redefer each Short-Term Payout payable on a Short-Term Payout Date to another allowable Short-Term Payout Date or to convert such Short-Term Payout to a Retirement Benefit and receive payout of such amounts on a Retirement Benefit Lump Sum Payout Date or a Retirement Benefit Installment Payout Date; provided, however, that:

(a) The election to redefer must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to the Short-Term Payout Date;

(b) The election shall not become effective for at least one year after the election is made; and

(c) The Short-Term Payout Date, the Retirement Benefit Lump Sum Payout Date or the date of the first Retirement Benefit Installment Payout shall not be earlier than the fifth anniversary of the Short-Term Payout Date elected by the Participant pursuant to the election in effect immediately prior to such redeferral.

8.3 Redeferral of Retirement Benefits. A Participant may, prior to his Retirement, elect to redefer a Retirement Benefit to another Retirement Benefit Lump Sum Payout Date or Retirement Benefit Installment Payout Dates; provided, however, that:

(a) The election to redefer must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to the original Retirement Benefit Lump Sum Payout Date or the original initial Retirement Benefit Installment Payout Date;

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(b) The election shall not become effective for at least one year after the election is made; and

(c) The Retirement Benefit Lump Sum Payout Date or the date of the first Retirement Benefit Installment Payout Date shall not be earlier than the fifth anniversary of the Retirement Benefit Lump Sum Payout Date or the initial Retirement Benefit Installment Payout Date, as the case may be, elected by the Participant pursuant to the election in effect immediately prior to such redeferral.

8.4 Limitations on Redeferrals. Notwithstanding the foregoing provisions of this Section 8, no Participant shall be permitted to redefer his Deferral Account following his Retirement.

SECTION 9

CLAIMS PROCEDURE

9.1 General. If a Participant or his Beneficiary or the authorized representative of one of the foregoing (hereinafter, the “Claimant”) does not receive the timely payment of the benefits which he believes are due under the Plan, the Claimant may make a claim for benefits in the manner hereinafter provided.

9.2 Claims. All claims for benefits under the Plan shall be made in writing and shall be signed by the Claimant. Claims shall be submitted to the Administrative Record Keeper (or such other person who is delegated the responsibility by the Committee to review claims). If the Claimant does not furnish sufficient information with the claim for the Administrative Record Keeper to determine the validity of the claim, the Administrative Record Keeper shall indicate to the Claimant any additional information which is necessary for the Administrative Record Keeper to determine the validity of the claim.

9.3 Review of Claims. Each claim hereunder shall be acted on and approved or disapproved by the Administrative Record Keeper within 90 days following the receipt by the Administrative Record Keeper of the information necessary to process the claim. If special circumstances require an extension of the time needed to process the claim, this 90-day period may be extended 180 days after the claim is received. The Claimant shall be notified before the end of the original period if an extension is necessary, the reason for the extension and the date by which it is expected that a decision will be made. In the event the Administrative Record Keeper denies a claim for benefits in whole or in part, the Administrative Record Keeper shall notify the Claimant in writing of the denial of the claim and notify the Claimant of his right to a review of the Administrative Record Keeper’s decision by the Committee. Such notice by the Administrative Record Keeper shall also set forth, in a manner calculated to be understood by the Claimant, the specific reason for such denial, the specific provisions of the Plan on which the denial is based, and a description of any additional material or information necessary to perfect the claim with an explanation of the Plan’s appeals procedure as set forth in this Section 9.

9.4 Appeals. Any Claimant whose claim for benefits is denied in whole or in part may appeal to the Committee for a review of the decision by the Administrative Record

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Keeper. Such appeal must be made within 60 days after the applicant has received actual or constructive notice of the denial as provided above. An appeal must be submitted in writing within such period and must:

1. request a review by the Committee of the claim for benefits under the Plan;

2. set forth all of the grounds upon which the Claimant’s request for review is based and any facts in support thereof; and

3. set forth any issues or comments which the Claimant deems pertinent to the appeal.

9.5 Review of Appeals. The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for processing, in which case a decision shall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by it. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when the determination will be made. The Committee may require the Claimant to submit such additional facts, documents or other evidence as the Committee in its discretion deems necessary or advisable in making its review. The Claimant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Committee, provided that the Committee finds the requested documents or materials are pertinent to the appeal.

9.6 Final Decisions. On the basis of its review, the Committee shall make an independent determination of the Participant’s eligibility for benefits under the Plan. The decision of the Committee on any appeal of a claim for benefits shall be final and conclusive upon all parties thereto.

9.7 Denial of Appeals. In the event the Committee denies an appeal in whole or in part, it shall give written notice of the decision to the Claimant, which notice shall set forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and which shall make specific reference to the pertinent provisions of the Plan on which the Committee’s decision is based.

9.8 Statute of Limitations. A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 9.6 or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

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SECTION 10

AMENDMENT AND TERMINATION

10.1 Amendment or Termination. The Plan may be amended or terminated at any time, by the Board of Directors or the Committee; provided, however, that no amendment or termination may reduce the amount of a Participant’s Deferral Account as of the date of the amendment or termination without the Participant’s written consent. Upon termination of the Plan, payment of a Participant’s Deferral Account shall be made in accordance with the elections in effect prior to such termination unless the Board of Directors or the Committee, in its discretion, determines to accelerate payment and such acceleration may be effected in a manner that will not result in the imposition on any Participant of additional tax or penalties under Section 409A (“Section 409A Compliance”).

10.2 409A Benefit Amendments. Notwithstanding any provision in the Plan to the contrary, the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee shall have the independent right, prospectively and/or retroactively, to amend or modify the Plan in accordance with Section 409A, in each case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee deems such action to be necessary or advisable to address regulatory or other changes or developments that affect the terms of the Plan with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under this Section 10.2 shall be final, conclusive and binding on all persons.

SECTION 11

MISCELLANEOUS

11.1 No Effect on Employment Rights. Nothing contained herein shall be construed as a contract of employment with any person. The Plan and its establishment shall not confer upon any person the right to be retained in the service of the Company or limit the right of the Company to discharge or otherwise deal with any person without regard to the existence of the Plan.

11.2 Funding. The Plan at all times shall be entirely unfunded, and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. No Participant, Beneficiary or other person shall have any interest in any particular assets of the Company by reason of a right to receive a benefit under the Plan, and any such Participant, Beneficiary or other person shall have the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Notwithstanding the foregoing, the Committee or the Board of Directors, in its discretion, may establish a grantor trust to fund benefits payable under the Plan and administrative costs relating to the Plan. The assets of said trust shall be held separate and apart from other Company funds and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

1. the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of ERISA;

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2. the Company shall be treated as the “grantor” of said trust for purposes of Sections 671 and 677 of the Code; and

3. said trust agreement shall provide that the trust fund assets may be used to satisfy claims of the Company’s general creditors.

11.3 Anti-assignment. To the maximum extent permitted by law, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

11.4 Taxes. The Company shall have the right to deduct any required taxes from each payment to be made under the Plan.

11.5 Construction. This Plan is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto and shall be interpreted and construed accordingly. The Plan is intended to be an unfunded deferred compensation arrangement for a select group of management or highly compensated employees within the meaning of ERISA and therefore exempt from the requirements of Sections 201, 301 and 401 of ERISA. Whenever the terms of the Plan require the payment of an amount by a specified date, the Company shall use reasonable efforts to make payment by that date. The Company shall not be (i) liable to the Participant or any other person if such payment is delayed for administrative or other reasons to a date that is later than the date so specified by the Plan or (ii) required to pay interest or any other amount in respect of such delayed payment except to the extent specifically contemplated by the terms of the Plan.

11.6 Incapacity of Participant. In the event a Participant is declared incompetent and a conservator or other person legally charged with the care of his person or his estate is appointed, any benefits under the Plan to which such Participant is entitled shall be paid to such conservator or other person legally charged with the care of his person or estate.

11.7 Severability. In the event that any one or more of the provisions of the Plan shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Plan shall not be affected thereby.

11.8 Governing Law. The Plan is established under and shall be governed and construed in accordance with the laws of the State of New Jersey, to the extent that such laws are not preempted by ERISA.

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EX-10.55

Exhibit 10.55

WYETH

SUPPLEMENTAL EMPLOYEE SAVINGS PLAN

(amended and restated effective as of January 1, 2005)

PURPOSE

The purpose of the Plan is to provide an additional savings plan of deferred compensation for a select group of management and highly compensated employees. Accordingly, the Plan supplements the benefits of Participants whose benefits under the Savings Plan are limited (i) by the Code Limits or (ii) as a result of their election to defer Base Salary under the DCP or the Prior DCP. The Plan is intended to be an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meaning of ERISA, and shall be construed and administered accordingly.

The Plan is an amendment and restatement of the Prior Plan effective as of the Restatement Date.

Capitalized terms not otherwise defined in the text hereof shall have the meanings set forth in Section 1.

SECTION 1

DEFINITIONS

1.1 Rules of Construction. Except where the context indicates otherwise, any masculine terminology used herein shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. All references to sections and appendices are, unless otherwise indicated, to sections or appendices of the Plan.

1.2 Terms Defined in the Plan. Whenever used herein, the following terms shall have the meanings set forth below:

(a) “409A Account” means a bookkeeping account (including all sub-accounts) maintained by the Company for each Participant, to record: (i) the Participant’s Base Salary and/or Excess Compensation deferrals under the Plan; (ii) all Matching Contributions credited to a Participant, plus or minus (iii) Investment Earnings/Losses on those amounts minus (iv) all distributions or withdrawals made to a Participant or his Beneficiary, or forfeitures of unvested Matching Contributions that relate to his 409A Account, in each case to the extent that such amounts are not included in the Participant’s Grandfathered Account. The 409A Account shall be divided into Base Salary and/or Excess Compensation deferral and Matching Contribution sub-accounts.

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(b) “Administrative Procedures” means the policies and procedures established by the Committee and/or the Administrative Record Keeper from time to time governing elections to participate in the Plan, maintenance of Deferral Accounts, Investment Options, calculation of Investment Earnings/Losses, required Election Forms, distributions from the Plan and such other matters as are necessary for the proper administration of the Plan.

(c) “Administrative Record Keeper” means the person or persons designated by the Committee in accordance with Section 2.

(d) “Affiliate” means any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes Wyeth and any trade or business (whether or not incorporated) which is under common control with Wyeth (within the meaning of Section 414(c) of the Code); provided, however, that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2) and (3) of the Code, and in applying Section 1.414(c)-2 of the Treasury Regulations, for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1.414(c)-2 of the Treasury Regulations.

(e) “Base Salary” means the annual base compensation from all sources (i.e., regardless of whether United States source or foreign source) to be paid during a Plan Year by the Company to an Employee for services rendered to the Company. Base Salary may only be deferred under the Plan to the extent it would otherwise be payable from the Company’s regular U.S. payroll.

(f) “Beneficiary” shall have the meaning ascribed to it in the Savings Plan.

(g) “Board of Directors” means the Board of Directors of Wyeth (or any Committee of the Board of Directors to whom the Board of Directors delegates, from time to time, its authority hereunder).

(h) “Business Day” means each day that the New York Stock Exchange is open for business.

(i) “Claimant” has the meaning set forth in Section 9.1.

(j) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

(k) “Code Limits” means Section 401(a)(17) of the Code.

(l) “Committee” means the committee of three or more officers or employees of the Company designated from time to time by Wyeth to administer the Plan and any successor thereto.

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(m) “Company” means Wyeth and its Affiliates.

(n) “Company Account Plan” means any arrangement sponsored by the Company, other than the Plan, that (i) is required to be aggregated with the Plan under Treasury Regulation 1.409A-1(c)(2) and (ii) (A) is an “account balance plan,” as such term is defined in Treasury Regulation 1.409A-1(c)(2)(i)(A) or (B) provides for the deferral of compensation other than at the election of the Employee, as described in Treasury Regulation 1.409A-1(c)(2)(i)(B).

(o) “Company Stock Fund” means the Investment Option available under the Plan and the Savings Plan that is designed to track the performance of Wyeth’s Common Stock, par value $0.33 ¹/3.

(p) “Covered Compensation” shall have the meaning ascribed to it in the Savings Plan.

(q) “DCP” means the Wyeth 2005 (409A) Deferred Compensation Plan, (amended and restated effective as of January 1, 2005), as amended from time to time.

(r) “Death Payment Date” shall mean within ninety days after the date of the Participant’s death.

(s) “Deferral Account” means a bookkeeping account (including all sub-accounts) maintained by the Company for each Participant to record (i) the Participant’s Base Salary and/or Excess Compensation deferrals under the Plan; (ii) all Matching Contributions credited to a Participant, plus or minus (iii) Investment Earnings/Losses on those amounts, minus (iv) all distributions or withdrawals made to a Participant or his Beneficiary, or forfeitures of unvested Matching Contributions, pursuant to the Plan. The Deferral Account shall be divided into a 409A Account and a Grandfathered Account.

(t) “Deferred Compensation Tax Compliance Committee” means a committee of such officers or employees of the Company as shall be designated from time to time by the Company.

(u) “Election Form” means the form or forms established from time to time by the Administrative Record Keeper and/or the Committee, that an Eligible Employee completes, signs and returns to the Administrative Record Keeper to make an election under the Plan.

(v) “Eligible Employee” means an Employee who is eligible to participate in the DCP; provided, however, that in no event shall an Employee who is a resident of Puerto Rico be an Eligible Employee.

(w) “Employee” means an employee of the Company.

(x) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, including any applicable rulings and regulations promulgated thereunder.

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(y) “Excess Compensation” means an Eligible Employee’s compensation in excess of Covered Compensation.

(z) “Grandfathered Account” means that portion of a Participant’s Deferral Account under the Plan that, for purposes of Section 409A, was both earned and vested on December 31, 2004, plus or minus Investment Earnings/Losses on those amounts, plus or minus retained earnings, minus all distributions or withdrawals made to a Participant or his Beneficiary, pursuant to the Plan that relate to his Grandfathered Account. The Grandfathered Account shall be divided into separate Base Salary and/or Excess Compensation deferral and Matching Contribution sub-accounts. For example, the Grandfathered Account of a Participant will equal all amounts deferred and vested as of December 31, 2004 and all earnings on such amounts until the balance of the Grandfathered Account is distributed.

(aa) “Investment Earnings/Losses” means the income, gains and losses that would have been realized had an amount deferred under the Plan actually been invested in the Investment Option or Options selected by the Participant.

(bb) “Investment Options” means the investment options that are selected by the Committee that are used as hypothetical investment options among which the Participant may allocate all or a portion of his Deferral Account.

(cc) “Matching Contribution” has the meaning set forth in Section 5.1.

(dd) “Participant” means an Eligible Employee who participates in the Plan.

(ee) “Payment Date” means as soon as practicable following the first anniversary of the Participant’s Separation from Service, but in no event later than the last Business Date of the month following the month that includes such first anniversary of the Participant’s Separation from Service.

(ff) “Plan” means this Wyeth Supplemental Employee Savings Plan, as amended from time to time.

(gg) “Plan Year” means the calendar year.

(hh) “Prior DCP means the terms of the Wyeth Deferred Compensation Plan (as amended and restated as of November 20, 2003), as set forth in the Company’s written documentation, rules, practices and procedures applicable to such plan (but without regard to any amendments thereto after October 3, 2004 that would result in any material modification of such plan, within the meaning of Section 409A).

(ii) “Prior Plan” means the terms of the Plan in effect immediately prior to the Restatement Date, as set forth in the Company’s written documentation, rules, practices and procedures applicable to the Plan (but without regard to any amendments thereto after October 3, 2004 that would result in any material modification of the Grandfathered Account, within the meaning of Section 409A).

(jj) “Restatement Date” means January 1, 2005.

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(kk) “Retirement Eligible” means a Participant who, as of the date of his Separation from Service is (i) at least age 55 with at least five Years of Vesting Service or (ii) at least age 65.

(ll) “Retirement Plan” means the Wyeth Retirement Plan - United States, as amended from time to time.

(mm) “Savings Plan” means the Wyeth Savings Plan, as amended from time to time.

(nn) “Section 409A” means Section 409A of the Code and the applicable notices, rulings and regulations promulgated thereunder.

(oo) “Section 409A Compliance” has the meaning set forth in Section 10.1.

(pp) “Separation from Service” means a separation from service with the Company for purposes of Section 409A, determined using the default provisions set forth in Treasury Regulation Section 1.409A-1(h); provided, however, that, for purposes of the Grandfathered Account, “Separation from Service” shall be determined in accordance with the terms of the Prior Plan. 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 409A Account to determine whether a Separation from Service has occurred in accordance with Treasury Regulation Section 1.409A-1(h)(4).

(qq) “Transition Elections” means contingent distribution elections made by a Participant prior to January 1, 2009 in accordance with the provisions of Notices 2005-1, 2006-79 and 2007-86 promulgated by the U.S. Treasury Department and the Internal Revenue Service and the Proposed Regulations under Section 409A, 70 Fed. Reg. 191 (Oct. 4, 2005).

(rr) “Treasury Regulations” means the regulations adopted by the Internal Revenue Service under the Code, as they may be amended from time to time.

(ss) “Unforeseeable Emergency” means “unforeseeable emergency” within the meaning of Section 409A.

(tt) “Valid Notional Rollover” means a notional rollover of all or a portion of the balance of (i) a Participant’s Grandfathered Account to the Prior DCP at the time of Separation from Service of a Participant who has an account balance in the Prior DCP or the DCP and is Retirement Eligible at the time of such Separation from Service or (ii) a Participant’s 409A Account to the DCP at the time of Separation from Service of a Participant who is Retirement Eligible at the time of such Separation from Service. The effective date of a Valid Notional Rollover shall be the first of the month following the Participant’s Separation from Service even though the Payment Date may otherwise have been a later date.

(uu) “Wyeth” means Wyeth, a Delaware corporation, and any successor thereto.

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(vv) “Year of Vesting Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006, and, prior to such date, has the meaning ascribed to “Continuous Service,” as such term was defined in the Retirement Plan prior to January 1, 2006.

SECTION 2

ADMINISTRATION

2.1 General Authority. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power, subject to the terms of the Plan: (i) to determine eligibility to participate in, and the amount of benefit to be provided to any Participant under, the Plan; (ii) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan; (iii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, to correct any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iv) to make determinations regarding the valuation of Deferral Accounts; (v) to make any and all legal and factual determinations in connection with the administration and implementation of the Plan; (vi) to designate the Administrative Record Keeper and review actions taken by the Administrative Record Keeper or any other person to whom authority is delegated under the Plan; and (vii) to employ and rely on legal counsel, actuaries, accountants and any other agents as may be deemed to be advisable to assist in the administration of the Plan. All such actions of the Committee shall be conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or other person employed or engaged by the Company with respect to the Plan. If any member of the Committee is a Participant, such member shall not resolve, or participate in the resolution of, any matter relating specifically to such Committee member’s eligibility to participate in the Plan or the calculation or determination of such member’s benefits under the Plan.

2.2 Delegation. The Committee shall have the power to delegate to any person or persons the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time to time determine. Any action taken by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee. If any individual to whom the Committee delegates authority is a Participant, such individual shall not resolve, or participate in the resolution of, any matter specifically relating to such individual’s eligibility to participate in the Plan or the calculation or determination of such individual’s benefits under the Plan.

2.3 Administrative Record Keeper. The Administrative Record Keeper shall be responsible for the day-to-day operation of the Plan, having the power (except to the extent such power is reserved to the Committee) to take all action and to make all decisions necessary or proper in order to carry out his duties and responsibilities under the provisions of the Plan. If the

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Administrative Record Keeper is a Participant, the Administrative Record Keeper shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan. The Administrative Record Keeper shall report to the Committee at such times and in such manner as the Committee shall request concerning the operation of the Plan.

2.4 Actions; Indemnification. The members of the Board of Directors, the Committee, the Administrative Record Keeper, the members of the Deferred Compensation Tax Compliance Committee, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee shall not be liable for any actions or failure to act with respect to the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Board of Directors (and each member thereof), the Committee (and each member thereof), the Deferred Compensation Tax Compliance Committee (and each member thereof), the Administrative Record Keeper, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The indemnification, exculpation and liability limitations of this Section 2.4 shall apply to the Administrative Record Keeper only to the extent that the Administrative Record Keeper is or was a director, officer or employee of the Company.

SECTION 3

PARTICIPATION

3.1 Continuing Participants. Any individual on the Restatement Date who was participating in the Prior Plan immediately prior to the Restatement Date shall continue to be a Participant in the Plan on the Restatement Date.

3.2 Mandatory Participation. An Eligible Employee shall be required to commence participation in the Plan as of the effective date of his first election to defer Base Salary under the DCP.

3.3 Voluntary Participation. An Eligible Employee may voluntarily elect to defer from one to six percent of Excess Compensation under the Plan. In the event that an Eligible Employee elects to participate in the Plan in accordance with this Section 3.3, participation shall commence as of the first payroll period during a Plan Year in which such Eligible Employee’s compensation exceeds Covered Compensation.

3.4 Exclusions. No Employee who is not an Eligible Employee shall be eligible to participate in the Plan. In addition, the Committee may, if it determines it to be necessary or advisable to comply with ERISA, the Code or other applicable law, exclude one or more Eligible Employees or one or more classes of Eligible Employees from Plan participation.

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SECTION 4

ELECTIONS

4.1 Deferral Elections. All deferrals under the Plan shall be evidenced by the Eligible Employee properly executing and submitting such Election Forms as may be required by the Administrative Record Keeper in accordance with the Administrative Procedures and this Section 4.

4.2 Deferrals.

(a) Mandatory Deferrals. If an Eligible Employee is required to participate in the Plan because he has elected to make Base Salary deferrals under the DCP, he shall complete such Election Forms as may be required by the Administrative Record Keeper in accordance with the Administrative Procedures.

(b) Voluntary Deferrals. Except for the first Plan Year in which an individual becomes an Eligible Employee, an Eligible Employee’s voluntary election to defer Excess Compensation under the Plan with respect to a particular Plan Year must be received by the Administrative Record Keeper no later than December 31 of the prior Plan Year. If a Participant fails to make a new deferral election for a subsequent Plan Year, a Participant’s deferral election for such subsequent Plan Year shall be the deferral election in effect as of December 31 of the preceding Plan Year. With respect to the first Plan Year in which an individual becomes an Eligible Employee, elections to voluntarily defer Excess Compensation into the Plan must be made within 30 days after the earlier of the date the Eligible Employee becomes eligible to participate in the Plan or any other Company Account Plan.

(c) Rehired Employees. Notwithstanding the foregoing provisions of this Section 4.2, an Eligible Employee who is rehired by the Company or otherwise again becomes an Eligible Employee after deferring amounts under the Plan or under another Company Account Plan and prior to receiving a distribution of his entire 409A Account and his entire balance under any other Company Account Plan shall not be entitled to make deferrals under the Plan until the Plan Year following the Plan Year that includes the date such individual again becomes an Eligible Employee. In the event such an Eligible Employee previously Separated from Service with the Company, payment of his 409A Account shall not be suspended or otherwise delayed. In the event an Eligible Employee received a distribution of his entire 409A Account and his entire balance under any other Company Account Plan prior to the date he was rehired by the Company or otherwise again became an Eligible Employee, he shall be entitled to make a deferral election within 30 days of the date he again becomes eligible to participate in the Plan; provided, however, that if such Eligible Employee is rehired on or after January 1, 2009, any additional deferrals shall be paid on the applicable Participant’s Payment Date following the date he next Separates from Service with the Company, unless the Participant elects to redefer such amounts pursuant to Section 8.

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(d) Amount of Deferral. If an Eligible Employee is required to participate in the Plan as a result of his election to defer Base Salary under the DCP, the first six percent of Base Salary he elected to be deferred under the DCP shall instead automatically be deferred under the Plan. Except as provided in Section 4.2(b) above, if an Eligible Employee has compensation that exceeds Covered Compensation, such Eligible Employee may voluntarily elect to defer from one to six percent of the amount of his Excess Compensation into the Plan.

(e) Vesting. A Participant shall be fully vested at all times in the Base Salary or Excess Compensation deferred (adjusted to reflect Investment Earnings/Losses) into the Plan.

4.3 Contingent Distribution Election for Transition Election Eligible Employees Who Become Participants Prior to January 1, 2009.

(a) An Eligible Employee who is a Participant prior to January 1, 2009 or is hired prior to November 1, 2008 with an annual base salary of $230,000 or more (the “2008 New Executives”) may make, by no later then December 31, 2008, a Transition Election with respect to this 409A Account; provided, however, that an election made in 2008 shall apply solely to the amount that would not otherwise be payable to him in 2008 and shall not cause any amounts to be paid to him in 2008 that would not otherwise be payable to him in 2008. The Administrative Record Keeper may, in accordance with the requirements of Section 409A and the Administrative Procedures, permit Eligible Employees who are Participants prior to January 1, 2009 and the 2008 New Executives to make one or more additional elections to transfer, in a Valid Notional Rollover, deferrals made under the Plan; provided, however, that any such election shall only apply to deferrals made for Plan Years subsequent to the date of such election. The Administrative Record Keeper may also, in accordance with the requirements of Section 409A and the Administrative Procedures, permit Eligible Employees who become Participants prior to January 1, 2009 and the 2008 New Executives to make one or more elections to receive distribution of their 409A Accounts on the Payment Date in lieu of a Valid Notional Rollover; provided, however, that any such election shall only apply to deferrals made for Plan Years subsequent to the date of such election. A Participant may not revoke his contingent election to transfer all or a portion of the vested balance of his 409A Account in a Valid Notional Rollover. If a Participant who has elected to make a Valid Notional Rollover is not Retirement Eligible at the time of his Separation from Service, then the election shall be void and of no further force and effect and the Participant’s 409A Account shall be paid on the Payment Date. An Eligible Employee who first becomes a Participant on or after January 1, 2009 (other than the 2008 New Executives) shall not be entitled to make a Transition Election and shall receive the vested balance of his 409A Account on the Payment Date, unless he elects to redefer the vested balance of his 409A Account in accordance with Section 8.

(b) The Transition Elections made by a Participant shall supplement and, to the extent inconsistent therewith, shall supersede the corresponding provisions of this Section 4.

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4.4 Cancellation of Deferral Election Upon Unforeseeable Emergency or Hardship Distribution

(a) Unforeseeable Emergency. The Committee shall cancel a deferral election with respect to a Plan Year in the event that the Participant demonstrates that an Unforeseeable Emergency has occurred.

(b) Savings Plan Hardship Distribution. Notwithstanding anything to the contrary herein, in the event a Participant receives a hardship distribution under the Savings Plan, the Participant’s deferral election shall be cancelled for the remainder of the Plan Year and the Participant shall not be entitled to make further deferrals under the Plan until the second Plan Year subsequent to the date such Participant receives a hardship distribution under the Savings Plan.

(c) Effect of Cancellation. If the Participant’s election is cancelled pursuant to this Section 4.4, the Participant’s election shall be cancelled, and not postponed or otherwise delayed, such that any later deferral election will be subject to the provisions governing deferral elections as provided in Section 4.2 and the Administrative Procedures.

SECTION 5

MATCHING CONTRIBUTIONS

5.1 Matching Contributions. Subject to the provisions regarding vesting in Section 5.2 below, the Company shall make a notional matching contribution in an amount equal to fifty percent of the Base Salary or Excess Compensation deferred by the Participant under the Plan (the “Matching Contribution”). Matching Contributions shall be credited to a Participant’s Deferral Account on the same date as Base Salary or Excess Compensation deferrals and shall be accounted for by the Company separately from Base Salary or Excess Compensation deferrals.

5.2 Vesting. A Participant shall be fully vested in the Company’s Matching Contributions if he has five or more Years of Vesting Service. If a Participant has less than five Years of Vesting Service, he shall become vested in his Matching Contributions to the 409A Account, according to the following schedule:

Years of Vesting Service	Cumulative Vesting Percentage
Prior to 2 years	0	%
On or after 2 years	25	%
On or after 3 years	50	%
On or after 4 years	75	%
5 or more years	100	%

Regardless of the number of Years of Vesting Service, a Participant shall be fully vested in his Matching Contributions, and such Matching Contributions shall be non-forfeitable, when he attains age 65 or upon his death, if earlier, provided that upon such event he is still an Employee. If a Participant incurs a Separation from Service or otherwise receives a distribution from the Plan at a time when such Participant is less than 100% vested in Matching Contributions, the unvested portion of such Matching Contributions shall be forfeited in their entirety.

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SECTION 6

DEFERRAL ACCOUNTS

6.1 Plan Accounts – In General. An individual Deferral Account shall be established and maintained under the Plan on behalf of each Participant by or on behalf of whom deferrals have been made. The Deferral Account of each Participant shall be divided into a separate Grandfathered Account and a 409A Account, as applicable, which accounts shall track the Base Salary deferrals, Excess Compensation deferrals, Matching Contributions, Investment Earnings/Losses, distributions, forfeitures or other elections applicable to such accounts. The Grandfathered Account and the 409A Account shall have sub-accounts established and maintained as appropriate to reflect Matching Contributions and the Investment Option(s) selected by the Participant.

6.2 Crediting/Debiting of Deferral Account. Base Salary, Excess Compensation and Matching Contribution deferrals under the Plan shall be credited to a Participant’s Deferral Account in accordance with the Administrative Procedures. A Participant’s Deferral Account shall be credited or debited with Investment Earnings/Losses based upon the Investment Options selected by the Participant pursuant to Section 6.3 and in accordance with the Administrative Procedures.

6.3 Election of Investment Options. A Participant shall elect, in connection with his initial deferral election under the Plan, one or more Investment Option(s) from a menu of Investment Options provided by the Committee to be used to determine Investment Earnings/Losses credited or debited to his Deferral Account. A Participant may reallocate the existing balance of his Deferral Account among the available Investment Options and change Investment Options with respect to future deferrals under the Plan in accordance with the Administrative Procedures. In the event that a Participant fails to select one or more Investment Options for all or a portion of his Deferral Account (including in the situation where the Investment Option is discontinued and the Participant fails to designate an alternative in accordance with the Administrative Procedures), such amounts shall be deemed invested in the default Investment Option specified in the Savings Plan, or if no default is specified, in such Investment Option as may be specified by the Committee from time to time. In addition to the blackout periods and other restrictions set forth in the Company’s Securities Transactions Policy, as amended from time to time, the Company may impose such additional restrictions on transfers by Participants in the Company Stock Fund as it deems necessary or advisable in order to comply with federal or state securities laws (including, but not limited to Rule 16b-3 of the Securities Exchange Act of 1934, as amended). Any Participant subject to such restrictions shall be notified by the Company.

6.4 Investment Options. The Committee shall select the Investment Options that are used as hypothetical investment options among which Participants may allocate all or a portion of their Deferral Account. The Committee shall be permitted to add, remove or change Investment Options as it deems appropriate, provided that any such addition, deletion or change shall not be effective with respect to any period prior to the effective date of the change. Each Participant, as a condition to his participation in the Plan, agrees to indemnify and hold harmless the Committee, the Administrative Record Keeper, and the Company, and their agents and representatives, from any losses or damages of any kind relating to the Investment Options made available hereunder.

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6.5 Crediting or Debiting Method. The performance of each elected Investment Option (either positive or negative) will be determined based on the performance of the actual Investment Option. A Participant’s Deferral Account shall be credited or debited with Investment Earnings/Losses on each Business Day, or as otherwise determined by the Administrative Record Keeper in accordance with the Administrative Procedures.

6.6 Valuation. The Administrative Record Keeper shall establish procedures for valuing the balance of a Participant’s Deferral Account in accordance with the Administrative Procedures.

6.7 No Actual Investment. Notwithstanding any other provision of the Plan, the Investment Options are to be used for measurement purposes only, and a Participant’s election of any such Investment Options and the crediting or debiting of Investment Earnings/Losses to a Participant’s Deferral Account shall not be considered or construed in any manner as an actual investment of his Deferral Account in any such Investment Options. In the event that the Company decides to invest funds in any or all of the Investment Options, no Participant shall have any rights in or to such investments themselves. Without limiting the foregoing, a Participant’s Deferral Account shall at all times be a bookkeeping entry only and shall not represent any investment made on his behalf by the Company. The Participant shall at all times remain an unsecured creditor of the Company.

SECTION 7

DISTRIBUTIONS

7.1 Distribution of Grandfathered Accounts.

(a) Payout under the SESP. Unless a Participant makes an election in accordance with Section 7.1(b), a Participant shall receive a lump sum cash payment equal to the balance of his Grandfathered Account upon twelve months advance written notice to the Administrative Record Keeper; provided, however, that no payment of the Grandfathered Account may be made prior to the first anniversary of the date such Participant incurs a Separation from Service.

(b) Rollover to Prior DCP. In lieu of receiving a lump sum cash distribution in accordance with Section 7.1(a), the Participant may elect, prior to his Separation from Service, to transfer the balance of his Grandfathered Account in a Valid Notional Rollover; provided, however, that no payment may be made to the Participant under the Prior DCP prior to the first anniversary of the date such Participant incurs a Separation from Service.

(c) Death. Notwithstanding the foregoing, in the event of a Participant’s death, his benefit shall be payable on the Death Payment Date.

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(d) Loss of Grandfathering. In the event that a Participant’s Grandfathered Account shall, for any reason, become subject to Section 409A, such account shall be paid out to the Participant in the same manner as such Participant’s 409A Account.

7.2 Distribution of 409A Accounts.

(a) Payout under the SESP. A Participant shall receive a lump sum cash payment equal to the vested balance of his 409A Account on the Participant’s Payment Date, unless (i) he became a Participant prior to January 1, 2009 or is 2008 New Executive and such balance is transferred in a Valid Notional Rollover in accordance with an election made by the Participant under Section 4.3, or (ii) he redefers his 409A Account prior to his Separation from Service in accordance with Section 8.

(b) Death. Notwithstanding the foregoing, in the event of a Participant’s death, his Beneficiary shall receive the vested balance of his 409A Account on the Death Payment Date.

7.3 Applicability of Prior DCP or DCP to Amounts Rolled Over to the Prior DCP or DCP. A Participant who elects to transfer his Grandfathered Account and/or 409A Account in a Valid Notional Rollover shall be subject to the applicable terms and provisions of the Prior DCP or the DCP, as the case may be, and shall be required to make his payment elections thereunder at the time he elects such notional rollover. Once the amount constituting the Participant’s Grandfathered Account and/or 409A Account is credited under the Prior DCP or the DCP, as the case may be, such crediting shall constitute a full and complete settlement with respect to the Company’s obligations to the Participant under the Plan with respect to his Grandfathered Account and/or 409A Account.

7.4 No Duplicate Benefits. Nothing in the Plan, including the ability of a Participant to make separate elections with respect to his Grandfathered Account and his 409A Account, shall obligate the Company to pay duplicate benefits to any Participant.

SECTION 8

REDEFERRALS

8.1 409A Account.

(a) Redeferrals to the DCP. Subject to this Section 8, instead of being paid on the Payment Date, a Participant shall be permitted to elect, prior to his Separation from Service, to have all or a portion of the vested balance of his 409A Account transferred in a Valid Notional Rollover on the Participant’s Separation from Service.

(b) Redeferral Requirements. Subject to Section 8.2, the elections described in this Section 8.1 shall be subject to the following requirements:

1. The election to transfer the vested balance of a Participant’s 409A Account in a Valid Notional Rollover must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to the Payment Date.

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2. The election shall not become effective for at least one year after the election is made.

3. Any transfer of the 409A Account in a Valid Notional Rollover must be made in accordance with the applicable terms and provisions of the DCP as then in effect and, once the deferred amount constituting such 409A Account is credited under the DCP, shall constitute a full and complete settlement of the Company’s obligations to the Participant under the Plan with respect to the 409A Account.

4. If the 409A Account is transferred in a Valid Notional Rollover, the payment commencement date elected by the Participant under the DCP for the 409A Account must not be earlier than the fifth anniversary of the Payment Date.

8.2 Limitations on Redeferrals. Notwithstanding the foregoing provisions of Section 8.1, no Participant shall be permitted to elect a notional rollover to the DCP for any portion of his 409A Account following the date of the Participant’s Separation from Service.

SECTION 9

CLAIMS PROCEDURE

9.1 General. If a Participant or his Beneficiary or the authorized representative of one of the foregoing (hereinafter, the “Claimant”) does not receive the timely payment of the benefits which he believes are due under the Plan, the Claimant may make a claim for benefits in the manner hereinafter provided.

9.2 Claims. All claims for benefits under the Plan shall be made in writing and shall be signed by the Claimant. Claims shall be submitted to the Administrative Record Keeper. If the Claimant does not furnish sufficient information with the claim for the Administrative Record Keeper (or such other person who is delegated the responsibility by the Committee to review claims) to determine the validity of the claim, the Administrative Record Keeper shall indicate to the Claimant any additional information which is necessary for the Administrative Record Keeper to determine the validity of the claim.

9.3 Review of Claims. Each claim hereunder shall be acted on and approved or disapproved by the Administrative Record Keeper within 90 days following the receipt by the Administrative Record Keeper of the information necessary to process the claim. If special circumstances require an extension of the time needed to process the claim, this 90-day period may be extended to 180 days after the claim is received. The Claimant shall be notified before the end of the original period if an extension is necessary, the reason for the extension and the date by which it is expected that a decision will be made. In the event the Administrative Record Keeper

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denies a claim for benefits in whole or in part, the Administrative Record Keeper shall notify the Claimant in writing of the denial of the claim and notify the Claimant of his right to a review of the Administrative Record Keeper’s decision by the Committee. Such notice by the Administrative Record Keeper shall also set forth, in a manner calculated to be understood by the Claimant, the specific reason for such denial, the specific provisions of the Plan on which the denial is based, and a description of any additional material or information necessary to perfect the claim with an explanation of the Plan’s appeals procedure as set forth in this Section 9.

9.4 Appeals. Any Claimant whose claim for benefits is denied in whole or in part may appeal to the Committee for a review of the decision by the Administrative Record Keeper. Such appeal must be made within 60 days after the applicant has received actual or constructive notice of the denial as provided above. An appeal must be submitted in writing within such period and must:

1. request a review by the Committee of the claim for benefits under the Plan;

2. set forth all of the grounds upon which the Claimant’s request for review is based and any facts in support thereof; and

3. set forth any issues or comments which the Claimant deems pertinent to the appeal.

9.5 Review of Appeals. The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for processing, in which case a decision shall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by it. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when the determination will be made. The Committee may require the Claimant to submit such additional facts, documents or other evidence as the Committee in its discretion deems necessary or advisable in making its review. The Claimant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Committee, provided that the Committee finds the requested documents or materials are pertinent to the appeal.

9.6 Final Decisions. On the basis of its review, the Committee shall make an independent determination of the Participant’s eligibility for benefits under the Plan. The decision of the Committee on any appeal of a claim for benefits shall be final and conclusive upon all parties thereto.

9.7 Denial of Appeals. In the event the Committee denies an appeal in whole or in part, it shall give written notice of the decision to the Claimant, which notice shall set forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and which shall make specific reference to the pertinent provisions of the Plan on which the Committee’s decision is based.

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9.8 Statute of Limitations. A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 9.6 or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

SECTION 10

AMENDMENT AND TERMINATION

10.1 Amendment or Termination. The Plan may be amended or terminated at any time, by the Board of Directors or the Committee; provided, however, no amendment or termination may reduce the amount of a Participant’s Deferral Account as of the date of the amendment or termination without the Participant’s written consent. Upon termination of the Plan, payment of a Participant’s Deferral Account shall be made in accordance with the terms of the Plan and the elections in effect prior to such termination unless the Board of Directors or the Committee, in its discretion, determines to accelerate payment and such acceleration may be effected in a manner that will not result in the imposition on any Participant of additional tax or penalties under Section 409A (“Section 409A Compliance”).

10.2 409A Account Amendments. Notwithstanding any provision in the Plan to the contrary, the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee shall have the independent right, prospectively and/or retroactively, to amend or modify the Plan in accordance with Section 409A, in each case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee deems such action to be necessary or advisable to address regulatory or other changes or developments that affect the terms of the Plan with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under this Section 10.2 shall be final, conclusive and binding on all persons.

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SECTION 11

MISCELLANEOUS

11.1 No Effect on Employment Rights. Nothing contained herein shall be construed as a contract of employment with any person. The Plan and its establishment shall not confer upon any person the right to be retained in the service of the Company or limit the right of the Company to discharge or otherwise deal with any person without regard to the existence of the Plan.

11.2 Funding. The Plan at all times shall be entirely unfunded, and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. No Participant, Beneficiary or other person shall have any interest in any particular assets of the Company by reason of a right to receive a benefit under the Plan, and any such Participant, Beneficiary or other person shall have the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Notwithstanding the foregoing, the Committee or the Board of Directors, in its discretion, may establish a grantor trust to fund benefits payable under the Plan and administrative costs relating to the Plan. The assets of said trust shall be held separate and apart from other Company funds and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

1. the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of ERISA;

2. the Company shall be treated as the “grantor” of said trust for purposes of Sections 671 and 677 of the Code; and

3. said trust agreement shall provide that the trust fund assets may be used to satisfy claims of the Company’s general creditors.

11.3 Anti-assignment. To the maximum extent permitted by law, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

11.4 Taxes. The Company shall have the right to deduct any required employment, income or other withholding Taxes from a Participant’s Deferral Account.

11.5 Construction. This Plan is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto and shall be interpreted and construed accordingly. The Plan is intended to be an unfunded deferred compensation arrangement for a select group of management or highly compensated employees within the meaning of ERISA and therefore exempt from the requirements of Sections 201, 301 and 401 of ERISA. Whenever the terms of the Plan require the payment of an amount by a specified date, the Company shall use reasonable efforts to make payment by that date. The Company shall not be (i) liable to the

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Participant or any other person if such payment is delayed for administrative or other reasons to a date that is later than the date so specified by the Plan or (ii) required to pay interest or any other amount in respect of such delayed payment except to the extent specifically contemplated by the terms of the Plan.

11.6 Incapacity of Participant. In the event a Participant is declared incompetent and a conservator or other person legally charged with the care of his person or his estate is appointed, any benefits under the Plan to which such Participant is entitled shall be paid to such conservator or other person legally charged with the care of his person or estate.

11.7 Severability. In the event that one or more provisions of the Plan shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Plan shall not be affected thereby.

11.8 Governing Law. The Plan is established under and shall be governed and construed in accordance with the laws of the State of New Jersey, to the extent that such laws are not preempted by ERISA.

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EX-10.56

Exhibit 10.56

WYETH

EXECUTIVE RETIREMENT PLAN

(amended and restated effective as of January 1, 2005)

PURPOSE

The purpose of the Plan is to provide competitive executive retirement benefits for key executives and to enhance the ability of the Company to attract and retain key senior executives. The Plan is intended to constitute an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meaning of ERISA, and shall be construed and administered accordingly.

The Plan is an amendment and restatement of the Prior Plan, effective as of the Restatement Date.

Capitalized terms not otherwise defined in the text hereof shall have the meanings set forth in Section 1.

SECTION 1 DEFINITIONS

1.1 Rules of Construction. Except where the context indicates otherwise, any masculine terminology used herein shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. All references to sections and appendices are, unless otherwise indicated, to sections or appendices of the Plan.

1.2 Terms Defined in the Plan. Whenever used herein, the following terms shall have the meanings set forth below:

(a) “25, 50, 75 or 100% Joint and Survivor Annuity” has the meaning set forth in Section 5.6(a)(2).

(b) “409A Benefit” has the meaning set forth in Section 4.5(b).

(c) “Administrative Record Keeper” means the person or persons designated by the Committee in accordance with Section 2.

(d) “Affiliate” means any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes Wyeth and any trade or business (whether or not incorporated) which is under common control with Wyeth (within the meaning of Section 414(c) of the Code); provided, however, that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(1), (2) and (3) of the Code, and in applying Section 1.414(c)-2 of the Treasury Regulations, for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1.414(c)-2 of the Treasury Regulations.

(e) “Annual Pension Earnings” means the sum of a Participant’s (i) base salary rate (without regard to salary deferral contributions subject to Section 401(k) of the Code and elective contributions to a plan subject to Sections 125 and 132(f) of the Code) as of January 1^st of each calendar year and (ii) any cash bonuses paid by the Company in such calendar year in each case calculated as if (A) the Participant’s compensation for each calendar year included the Participant’s Deferrals for each such year and (B) the Code Limits did not apply.

(f) “Beneficiary” means, with respect to death benefits payable under Sections 5.2(c), 5.3(e), 5.6(a)(3), 5.6(a)(4) and 5.7, as applicable, a Participant’s Surviving Spouse or, if there is no Surviving Spouse, the Participant’s estate. Participants shall not be permitted or required to make Beneficiary designations under the Plan. If the Surviving Spouse of a Participant is legally impaired or prohibited from receiving any amounts under the Plan otherwise payable to a Beneficiary, the Participant’s Beneficiary shall be the Participant’s estate. The term Beneficiary shall not refer to any “contingent annuitant” applicable to a Participant in connection with a Payment Form.

(g) “Board of Directors” means the Board of Directors of Wyeth (or any committee of the Board of Directors to whom the Board of Directors delegates, from time to time, its authority hereunder).

(h) “Business Day” means each day on which the New York Stock Exchange is open for business.

(i) “Claimant” has the meaning set forth in Section 8.1.

(j) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

(k) “Code Limits” means Sections 401(a)(17) and 415 of the Code and any other provisions of the Code which limit the amount of benefits that a Participant may accrue or receive under or from the Retirement Plan.

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

(m) “Company” means Wyeth and its Affiliates.

(n) “Company Non-Account Plan” means any arrangement sponsored by the Company, other than the Plan, that is a “non-account balance plan,” as such term is defined under Section 409A and that is required to be aggregated with the Plan under Treasury Regulation 1.409A-1(c)(2)(C).

(o) “Credited Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006, and, prior to such date, has the meaning ascribed to “Wyeth Service”, as such term was defined in the Retirement Plan prior to January 1, 2006. Under the terms of the Prior Plan and continuing under the Plan, effective June 16, 2004, Credited Service also includes all service with any Affiliate (including any non-U.S. Affiliate).

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(p) “DCP” means the Prior DCP and the New DCP.

(q) “DCP Option” has the meaning set forth in Section 5.6(a)(6).

(r) “Default Payment Form” means (i) with respect to a Participant’s Grandfathered Benefit, the form of payment elected by such Participant under the Retirement Plan in connection with the Participant’s Separation from Service; and (ii) with respect to a Participant’s 409A Benefit, the Lump-Sum Option; provided, however, that if the Participant participates in the SERP prior to becoming eligible to participate in the Plan, his Default Payment Form under the Plan shall be his “Payment Form” under the SERP.

(s) “Deferral Plan” means each of the DCP, the Wyeth Supplemental Employee Savings Plan, as amended from time to time, and/or any other non-qualified plan of the Company designated from time to time by the Committee pursuant to which Participants may elect to defer annual, base compensation or annual, cash bonus compensation, sales bonuses or sales commissions.

(t) “Deferrals” means any cash compensation earned by a Participant from the Company that is not taken into account in determining a Participant’s accrued benefit under the Retirement Plan because of the Participant’s election under a Deferral Plan to defer the receipt of such compensation.

(u) “Deferred Compensation Tax Compliance Committee” means a committee of such officers and/or employees of the Company as shall be designated from time to time by the Board.

(v) “Delayed Payment Amount” has the meaning set forth in Section 5.7.

(w) “Early Commencement Factors” means the factors set forth in Appendix A.

(x) “Elected Payment Date” means (i) with respect to the Grandfathered Benefit, the first day of any month after a Participant’s Separation from Service elected by the Participant in accordance with Section 5.2 and/or (ii) with respect to the 409A Benefit, the Normal Payment Date, unless the Participant elects the DCP Option in accordance with Section 5.3, or elects to redefer his 409A Benefit into the DCP in accordance with Section 7, in which case the Elected Payment Dates shall be determined in accordance with the applicable terms of the DCP.

(y) “Elected Payment Form” means the Payment Form elected by a Participant (i) for the payment of his Grandfathered Benefit in accordance with Section 5.2, and/or (ii) for the payment of his 409A Benefit in accordance with Section 5.3 or Section 7.

(z) “Eligible Employee” means an employee (i) who is a Participant in the Retirement Plan; and (ii) who has attained age 55; and (iii) who satisfies one of the following conditions: (A) has a Rate of Salary equal to or in excess of the Minimum Eligible Compensation Level in effect at that time; (B) has been elected or appointed by the Board of Directors as a Member of the Wyeth Management Committee; or (C) has been selected by the Chief Executive Officer for participation in the Plan, and such participation has been approved by the Board of

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Directors. Notwithstanding the foregoing, effective December 1, 2008, the individual serving as Chief Financial Officer of Wyeth may participate in the Plan even if he does not satisfy the age requirement in (ii) above.

(aa) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, including any applicable rulings and regulations promulgated thereunder.

(bb) “Final Average Annual Pension Earnings” means the average of a Participant’s highest Annual Pension Earnings for the three calendar years during the ten calendar-years immediately preceding the date of his Separation from Service.

(cc) “Grandfathered Benefit” means the portion of a Participant’s Plan Benefit that, for purposes of Section 409A, was both earned and vested as of December 31, 2004.

(dd) “Guaranteed Death Benefit Option” has the meaning set forth in Section 5.6(a)(4).

(ee) “Key Employee” means (i) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12-month period ending on December 31^st of a calendar year and (ii) to the extent not otherwise included in (i) hereof, each of the top-100 paid individuals (based on taxable wages for purposes of Section 3401(a) of the Code as reported in Box 1 of Form W-2 for the 12-month period ending on December 31^st of such calendar year, plus amounts that would be included in wages for such 12-month period but for pre-tax deferrals to a tax-qualified 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 Key Employee for the 12-month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (i) or (ii) of this definition is made.

(ff) “Lump-Sum Option” has the meaning set forth in Section 5.6(a)(5).

(gg) “Minimum Eligible Compensation Level” means, effective as of January 1, 2008, a Rate of Salary equal to or greater than Four Hundred Thirty Thousand Dollars ($430,000), which amount shall be adjusted annually by the Annual Approved U.S. Merit Guideline, rounded down to the nearest ten thousand dollars ($10,000).

(hh) “New DCP” means the Wyeth 2005 (409A) Deferred Compensation Plan, as amended and restated as of the Restatement Date, as subsequently amended from time to time thereafter.

(ii) “Normal Retirement Date” means the first day of the first month following a Participant’s 60^th birthday, unless such birthday falls on the first of the month, in which case Normal Retirement Date means the Participant’s 60^th birthday.

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(jj) “Normal Payment Date” means (i) with respect to a Participant’s Grandfathered Benefit, the first day of the month on which benefits commence to be paid to the Participant under the Retirement Plan; and (ii) with respect to a Participant’s 409A Benefit, the following: (A) for a Participant who incurs a Separation from Service with a Vested Plan Benefit prior to attaining age 55, the first day of the month coincident with or next following the month in which he attains age 55; and (B) for a Participant who incurs a Separation from Service with a Vested Plan Benefit on or after attaining age 55, the first day of the month following his Separation from Service.

(kk) “Participant” means an Eligible Employee who has met the requirements for participation in the Plan in accordance with Section 3.

(ll) “Payment Date” means the Elected Payment Date or, if no such date has been elected or is permitted to be elected by the Participant, the Normal Payment Date, in each case, for the commencement of payment of a Plan Benefit.

(mm) “Payment Delay Period” means, solely with respect to a Lump-Sum Option payment of a Participant’s Grandfathered Benefit, the twelve-month period beginning on the first day of the month following the month in which occurs the Participant’s Separation from Service.

(nn) “Payment Election” means the elections made by a Participant for his Grandfathered Benefit and/or 409A Benefit, as applicable, under Section 5 or Section 7, as applicable.

(oo) “Payment Form” means the Elected Payment Form or, if no such form is elected or is permitted to be elected by a Participant, the Default Payment Form, in each case for the payment of a Plan Benefit.

(pp) “Plan” means this Wyeth Executive Retirement Plan, as amended from time to time.

(qq) “Plan Benefit” means, as of a given date, the benefit, expressed as a Single Life Annuity commencing at the Participant’s Normal Retirement Date, that a Participant has accrued under the Plan in accordance with Section 4.2.

(rr) “Prior DCP” means the terms of the Wyeth Deferred Compensation Plan (as amended and restated as of November 20, 2003), as set forth in the Company’s written documentation, rules, practices and procedures applicable to such plan (but without regard to any amendments thereto after October 3, 2004 that would result in any material modification of such plan, within the meaning of Section 409A).

(ss) “Prior Plan” means the terms of the Plan in effect immediately prior to the Restatement Date, as set forth in the Company’s written documentation, rules, practices and procedures applicable to the Plan (but without regard to any amendments thereto after October 3, 2004 that would result in any material modification of the Grandfathered Benefit, within the meaning of Section 409A).

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(tt) “Puerto Rico Participant” means a Participant employed by the Company in Puerto Rico and who resides in Puerto Rico.

(uu) “Rate of Salary” means the annual rate of an employee’s base salary from the Company, as in effect on the applicable date of determination, and prior to any Deferrals.

(vv) “Restatement Date” means January 1, 2005.

(ww) “Retirement Eligible” means a Participant who, as of the date of his Separation from Service, is (i) at least age 55 with at least five Years of Vesting Service or (ii) at least age 60.

(xx) “Retirement Plan” means the Wyeth Retirement Plan – United States, as amended from time to time.

(yy) “Section 409A” means Section 409A of the Code and the applicable notices, rulings and regulations promulgated thereunder.

(zz) “Section 409A Compliance” has the meaning set forth in Section 9.1.

(aaa) “Separation from Service” means a separation from service with the Company for purposes of Section 409A, determined using the default provisions set forth in Treasury Regulation Section 1.409A-1(h); provided, however, that, for purposes of the Grandfathered Benefit, “Separation from Service” shall be determined in accordance with the terms of the Prior Plan. 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 to determine whether a Separation from Service has occurred in accordance with Treasury Regulation Section 1.409A-1(h)(4).

(bbb) “SERP” means the Wyeth Supplemental Executive Retirement Plan, as amended from time to time.

(ccc) “SERP 409A Benefit” means the portion of a Participant’s benefit under the SERP that is subject to Section 409A of the Code.

(ddd) “Single Life Annuity” has the meaning set forth in Section 5.6(a)(1).

(eee) “Social Security Benefit” means the estimated annual amount of an employee’s old age retirement benefits that a Participant shall receive under the United States Social Security system.

(fff) “Surviving Spouse” means the individual to whom a Participant was legally married, for federal law purposes, for a continuous period of at least one year as of the date of the Participant’s death.

(ggg) “Ten Year Certain and Life Option” has the meaning set forth in Section 5.6(a)(3).

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(hhh) “Transition Elections” means elections made by a Participant prior to January 1, 2009 in accordance with the provisions of Notices 2005-1, 2006-79 and 2007-86, promulgated by the U.S. Treasury Department and the Internal Revenue Service and the Proposed Regulations under Section 409A, 70 Fed. Reg. 191 (Oct 4, 2005).

(iii) “Treasury Regulations” means the regulations adopted by the Internal Revenue Service under the Code, as they may be amended from time to time.

(jjj) “Valid Notional Rollover” means a notional rollover constituting a full and complete settlement of the Company’s obligations to the Participant under the Plan with respect to the portion of the Grandfathered Benefit credited to the Prior DCP or the portion of the 409A Benefit credited to the New DCP by a Participant who is Retirement Eligible at the time of his Separation from Service.

(kkk) “Vested Plan Benefit” means a Plan Benefit that has vested in accordance with Section 4.4.

(lll) “Wyeth” means Wyeth, a Delaware corporation, and any successor thereto.

(mmm) “Wyeth Retirement Plans” means the Retirement Plan, the SERP, the American Cyanamid and Subsidiaries Supplemental Employees Retirement Plan, the American Cyanamid and Subsidiaries ERISA Excess Plan and/or any other retirement plan or arrangement of the Company to the extent it provides retirement or pension benefits (but only to the extent that service under such plan is counted for purposes of the Retirement Plan), each as amended from time to time.

(nnn) “Year of Vesting Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006 and, prior to such date, has the meaning ascribed to “Continuous Service”, as such term was defined in the Retirement Plan prior to January 1, 2006.

SECTION 2 ADMINISTRATION

2.1 General Authority. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power, subject to the terms of the Plan: (i) to determine eligibility to participate in, and the amount of benefit to be provided to any Participant under, the Plan; (ii) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan; (iii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, to correct any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iv) to make any and all legal and factual determinations in connection with the administration and implementation of the Plan; (v) to designate the Administrative Record Keeper and to review actions taken by the Administrative Record Keeper or any other person to whom authority is delegated under the Plan; and (vi) to employ and rely on legal counsel, actuaries, accountants and any other agents as may be deemed to be advisable to assist in the administration of the Plan. All such actions of the Committee shall be

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conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or other person employed or engaged by the Company with respect to the Plan. If any member of the Committee is a Participant, such member shall not resolve, or participate in the resolution of, any matter relating specifically to such Committee member’s eligibility to participate in the Plan or the calculation or determination of such member’s Plan Benefit.

2.2 Delegation. The Committee shall have the power to delegate to any person or persons the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time to time determine. Any action taken by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee. If any individual to whom the Committee delegates authority is a Participant, such individual shall not resolve, or participate in the resolution of, any matter specifically relating to such individual’s eligibility to participate in the Plan or the calculation or determination of such individual’s Plan Benefit.

2.3 Administrative Record Keeper. The Administrative Record Keeper shall be responsible for the day-to-day operation of the Plan, having the power (except to the extent such power is reserved to the Committee) to take all action and to make all decisions necessary or proper in order to carry out his duties and responsibilities under the provisions of the Plan. If the Administrative Record Keeper is a Participant, the Administrative Record Keeper shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan. The Administrative Record Keeper shall report to the Committee at such times and in such manner as the Committee shall request concerning the operation of the Plan.

2.4 Actions; Indemnification. The members of the Board of Directors, the Committee, the Administrative Record Keeper, the members of the Deferred Compensation Tax Compliance Committee, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Board of Directors shall not be liable for any actions or failure to act with respect to the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Board of Directors (and each member thereof), the Committee (and each member thereof), the Deferred Compensation Tax Compliance Committee (and each member thereof), the Administrative Record Keeper, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The indemnification, exculpation and liability limitations of this Section 2.4 shall apply to the Administrative Record Keeper only to the extent that the Administrative Record Keeper is or was a director, officer or employee of the Company.

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SECTION 3 PARTICIPATION

3.1 Continuing Participants. Any individual who participated in the Prior Plan immediately prior to the Restatement Date shall continue to be a Participant in the Plan on the Restatement Date, including, without limitation, individuals who became Participants in the Prior Plan prior to age 55 under the eligibility rules of the Prior Plan.

3.2 New Participants. An employee of the Company who does not become a Participant in the Plan in accordance with Section 3.1 shall commence participation in the Plan as of the date on which such employee first becomes an Eligible Employee. Eligible Employees shall not accrue any Plan Benefit prior to their commencement of participation in the Plan; provided that when participation commences a Participant’s accrued Plan Benefit shall be calculated as of the later of the date the Participant was first employed by the Company and the date the Participant reached age 21.

3.3 Enrollment. Each Participant shall complete, execute and return to the Administrative Record Keeper such forms as are required from time to time by the Administrative Record Keeper, and such forms shall be submitted to the Administrative Record Keeper within such time periods specified by the Administrative Record Keeper. A Participant’s failure to submit in a complete and timely manner any such forms to the Administrative Record Keeper shall subject the Participant to the default rules specified in the Plan. For purposes of the Plan, “forms” prescribed by the Administrative Record Keeper can be in paper, electronic or such other media (or combination thereof) as the Administrative Record Keeper shall specify from time to time.

3.4 Exclusions. No employee of the Company who is not an Eligible Employee shall be eligible to participate in the Plan.

SECTION 4 PLAN FORMULA AND VESTING

4.1 Applicability of Prior Plan. The benefit payable to a Participant who had a Separation from Service prior to the Restatement Date shall be governed by the terms of the Prior Plan as in effect on the date of his Separation from Service.

4.2 Plan Benefit Formula. The Plan Benefit of a Participant who has a Separation from Service on or after the Restatement Date shall equal the positive difference, if any, that results from subtracting the amount determined under Section 4.2(b) from the amount determined under Section 4.2(a):

(a) An annual accrued benefit equal to:

(i) Two percent (2%) of the Participant’s Final Average Annual Pension Earnings multiplied by the Participant’s actual years of Credited Service as of the Participant’s Separation from Service plus, subject to Section 4.3, an additional three (3) years of Credited Service (not to exceed thirty (30) years), minus

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(ii)  ¹/60 of the Participant’s Social Security Benefit multiplied by the Participant’s years of Credited Service plus an additional three years of Credited Service (not to exceed thirty (30) years).

Less     

(b) An annual accrued benefit equal to the sum of:

(i) The annual amount of retirement benefits, if any, as of the Participant’s Separation from Service, under each of the Wyeth Retirement Plans (calculated separately for each such plan), payable in the form of a Single Life Annuity to the Participant at Normal Retirement Date.

(ii) The annual amount of retirement benefits, if any, as of the Participant’s Separation from Service, under any foreign pension plan contributed to or sponsored by the Company (including any foreign government-provided retirement benefits pursuant to a program or arrangement contributed or charged to the Company), payable in the form of a Single Life Annuity to the Participant at Normal Retirement Date, provided that such foreign pension plan benefit reflects years of Credited Service taken into account for purposes of Section 4.2(a)(i). For purposes of determining the amount of retirement benefit payable as a Single Life Annuity at Normal Retirement Date from a foreign pension plan, the Committee shall utilize whatever assumptions it deems reasonable in its discretion.

4.3 Additional Credited Years of Bridge Service. The three (3) additional years of Credited Service described in Section 4.2(a) shall be reduced by one (1) year for each year of service (or part thereof) that the Participant’s age as of the date of the Participant’s Separation from Service exceeds 62; provided, however, that a Participant who commences participation in the Plan at age 61 or later shall accrue a Plan Benefit in the amount provided in Section 4.2(a) for two (2) years before such reductions take effect.

4.4 Vesting. Anything in the Plan to the contrary notwithstanding, no Plan Benefit or other amount shall be payable to a Participant under the Plan unless the Participant has either (i) completed five Years of Vesting Service or (ii) is at least age 60, in each case as of the date of the Participant’s Separation from Service.

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4.5 Plan Benefit Components.

(a) Grandfathered Benefit.

(1) The portion of a Participant’s Plan Benefit which is a Grandfathered Benefit (and the procedures applicable to a Participant’s election to receive such Grandfathered Benefit, which are set forth in Section 5.2) shall be based upon the terms of the Prior Plan and the Retirement Plan in effect immediately prior to the Restatement Date, disregarding for this purpose any change or amendment to the terms of the Retirement Plan effective after October 3, 2004 that would result in any material modification, within the meaning of Section 409A of the Grandfathered Benefit.

(2) The Grandfathered Benefit of a Puerto Rico Participant shall comprise (i) the portion of his Plan Benefit that was earned and vested as of December 31, 2004 and (ii) the portion of his Plan Benefit that was earned or vested on or after January 1, 2005, but only in the event such Puerto Rico Participant does not become employed by the Company in the United States (other than in Puerto Rico) on or after January 1, 2005.

(3) A Participant’s Grandfathered Benefit shall not be increased if the payment of the Grandfathered Benefit is made after the Participant’s Normal Retirement Date.

(b) 409A Benefit. A Participant’s 409A Benefit shall mean any portion of the Participant’s Plan Benefit which is not a Grandfathered Benefit.

(c) Special Adjustment at Separation from Service to the 409A Benefit. Solely to the extent necessary to comply with Section 409A, a special allocation shall be made to the Plan Benefit of a Participant who was not eligible to retire under the Plan as of December 31, 2004 with a subsidized early retirement benefit (solely by reason of the Participant as of December 31, 2004, not having ten or more Years of Vesting Service as of such date) and who subsequently becomes eligible to retire under the Plan with a subsidized early retirement benefit at a later date. For such a Participant, any early retirement subsidy earned by the Participant based on Years of Vesting Service credited for periods after December 31, 2004 and attributable to the Participant’s Grandfathered Benefit shall be treated for all purposes of the Plan as part of the Participant’s 409A Benefit. The adjusted 409A Benefit (including the subsidized portion of the Grandfathered Benefit that is treated by operation of this Section 4.5(c) as part of the 409A Benefit) shall be determined at the time of the Participant’s Separation from Service by the formula [(X – Y)/Z], where “X” is the Plan Benefit multiplied by the applicable subsidized Early Commencement Factor set forth in Appendix A; where “Y” is the Grandfathered Benefit multiplied by the applicable unsubsidized Early Commencement Factor set forth in Appendix A; and where “Z” is the applicable subsidized Early Commencement Factor set forth in Appendix A (all such Early Commencement Factors to be determined based upon the Participant’s age and Years of Vesting Service at Separation from Service).

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(d) Other Actuarial Rules and Procedures. The Committee shall from time to time promulgate such additional rules and procedures as the Committee deems necessary or advisable to facilitate the calculation and allocation of a Participant’s Plan Benefit between the Grandfathered Benefit and the 409A Benefit in a manner that is intended to result in Section 409A Compliance.

4.6 Payment Prior to Normal Retirement. If the Payment Date for a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, is prior to the Participant’s Normal Retirement Date, then the amount of the Grandfathered Benefit and/or 409A Benefit, as applicable, shall be reduced for early commencement by the applicable Early Commencement Factors set forth in Appendix A.

SECTION 5 PAYMENT ELECTIONS

5.1 General Rules.

(a) Separate Elections. Subject to Section 5.3 hereof, a Participant shall be permitted to make a separate Payment Election for his Grandfathered Benefit and his 409A Benefit. The rules applicable to Payment Elections for Grandfathered Benefits are set forth in Section 5.2. The rules applicable to Payment Elections for 409A Benefits are set forth in Section 5.3.

(b) Section 409A Transition. The Transition Elections made by a Participant shall supplement and, to the extent inconsistent therewith, shall supersede the corresponding provisions of this Section 5.

(c) No Duplicate Benefits. Nothing in the Plan, including the ability of a Participant to make separate Payment Elections with respect to his Grandfathered Benefit and his 409A Benefit, shall obligate the Company to pay duplicate benefits to any Participant.

5.2 Payment Elections for Grandfathered Benefits.

(a) Election Form and Election Timing. A Participant may elect prior to or in connection with his Separation from Service to have his Grandfathered Benefit paid in any of the available forms of payment described in Section 5.6. The Elected Payment Form for a Grandfathered Benefit may be different from the form of payment elected by the Participant under the Retirement Plan. A Participant shall make his Payment Election for his Grandfathered Benefit prior to the date of, or in connection with, the Participant’s Separation from Service, and if no Payment Election is made prior to the date of, or in connection with, the Participant’s Separation from Service, the Participant’s Grandfathered Benefit shall be payable in the Default Payment Form on the applicable Normal Payment Date.

(b) Payment Date for Annuities. If the Payment Form for a Participant’s Grandfathered Benefit is other than the Lump-Sum Option or the DCP Option, the payment of the Participant’s Grandfathered Benefit shall commence on the Participant’s applicable Normal Payment Date, unless the Participant has specified an Elected Payment Date. An Elected Payment

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Date for an annuity shall not be earlier than the first day of the month coincident with or next following the month in which a Participant attains age 55, and shall not be later than the Participant’s Normal Retirement Date (or, if the Participant’s Separation from Service is later, the first day of the month following the month in which occurs the Participant’s Separation from Service).

(c) Payment Dates for Lump-Sum Option. A Participant shall not be permitted to specify an Elected Payment Date for his Grandfathered Benefit if such Grandfathered Benefit is payable in the Lump-Sum Option. The Payment Date for such Lump-Sum Option shall be determined in accordance with the following provisions:

1. Participants Who Are Not Retirement Eligible. If a Participant who is not Retirement Eligible at the time of his Separation from Service has elected prior to, or in connection with, his Separation from Service the Lump-Sum Option for the payment of his Grandfathered Benefit, such Lump-Sum Option shall be paid on the later of (i) the first day of the first month following the expiration of the Payment Delay Period and (ii) the first day of the month coincident with or next following the month in which the Participant attains age 55.

2. Participants Who Are Retirement Eligible. If a Participant who is Retirement Eligible at the time of his Separation from Service has elected prior to, or in connection with, his Separation from Service the Lump-Sum Option for the payment of his Grandfathered Benefit, such Lump-Sum Option shall be paid on the first day of the first month following the end of the Payment Delay Period.

If payment of a Participant’s Lump-Sum Option is delayed under this Section 5.2(c) solely by operation of the Payment Delay Period, the Participant’s Grandfathered Benefit shall be credited with interest on a quarterly basis during the applicable portion of the Payment Delay Period based upon the interest rate being used to determine Lump-Sum Option payments under the Retirement Plan for each such quarter. In the event a Participant dies during the Payment Delay Period, his Grandfathered Benefit shall be paid to his Beneficiary together with any interest credited thereto in a lump-sum payment as soon as administratively practicable after such Participant’s death.

(d) Valid Notional Rollovers to the Prior DCP. A Participant who elects prior to, or in connection with, his Separation from Service to receive his Grandfathered Benefit in the Lump-Sum Option shall be permitted, in accordance with the deferral rules of the Prior Plan, to elect prior to, or in connection with, his Separation from Service the DCP Option for some or all of the amount otherwise payable in the Lump-Sum Option. The effective date of the Valid Notional Rollover made in connection with the DCP Option will be the date that the portion of the Lump-Sum Option subject to the Valid Notional Rollover would otherwise have been paid to the Participant under Section 5.2(c) (determined, solely for this purpose, without regard to the Payment Delay Period). Any such Valid Notional Rollover shall be subject to the applicable terms and provisions of the Prior DCP. Notwithstanding anything herein to the contrary, no amount shall be distributed under the Prior DCP on account of a Valid Notional Rollover prior to the conclusion of the Payment Delay Period.

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(e) Special Default Rule. If the portion of a Participant’s Plan Benefit that is intended to be a Grandfathered Benefit shall, for any reason, become subject to Section 409A, such benefit shall be paid in accordance with the Payment Election (or applicable default payment rule) for such Participant’s 409A Benefit.

5.3 Payment Elections for 409A Benefits.

(a) Election Timing; Individuals Who Become Participants Prior to January 1, 2009. An employee who first becomes a Participant prior to January 1, 2009 shall make, by no later than December 31, 2008, a Transition Election with respect to his 409A Benefit; provided, however, that an election made in 2008 shall apply solely to the amount that would not otherwise be payable to him in 2008 and shall not cause any amounts to be paid to him in 2008 that would not otherwise be payable to him in 2008. For purposes of clarification, an Eligible Employee shall not accrue any 409A Benefit prior to his commencement of participation in the Plan in accordance with Section 3.

(b) Payment Date for Individuals Who Become Participants Prior to January 1, 2009. An employee who first becomes a Participant prior to January 1, 2009 shall receive or commence receiving payment of his 409A Benefit on the Participant’s applicable Normal Payment Date, unless (i) the Participant (A) elects in accordance with his Transition Election the DCP Option for all or a portion of his 409A Benefit and (B) specifies an Elected Payment Date in accordance with this Section 5.3 or (ii) the Participant makes a re-deferral election in accordance with Section 7.

(c) Payment Forms for Individuals Who Become Participants Prior to January 1, 2009. An employee who first becomes a Participant prior to January 1, 2009 may elect to receive his 409A Benefit in any of the available forms of payment described in Section 5.6. The Elected Payment Form for a 409A Benefit may be different than the form of payment elected by the Participant under the Retirement Plan. If a Participant does not specify an Elected Payment Form for his 409A Benefit, such Participant’s 409A Benefit shall be paid in the Default Payment Form. A Participant may only elect one payment form for his 409A Benefit, unless he elects the DCP Option. In the event a Participant elects to receive a portion of his 409A Benefit in the form of the DCP Option, the remainder of the Participant’s 409A Benefit shall be paid in the Default Payment Form.

(d) Separation from Service in 2009. If a Participant described in Section 5.3(a) makes a Payment Election during 2008, incurs a Separation from Service between January 1, 2009 and December 31, 2009 and has elected to receive his 409A Benefit in a Lump-Sum Option, such payment of the Lump-Sum Option shall not be made until January 1, 2010. If the payment of a Lump-Sum Option is delayed beyond the Normal Payment Date in accordance with the previous sentence, a Participant’s 409A Benefit shall be credited with interest on a quarterly basis based upon the interest rate being used to determine Lump-Sum Option payments under the Retirement Plan for each quarter of such delay. In the event a Participant dies during the period of any such delay, his 409A Benefit shall be paid to his Beneficiary together with any interest credited thereto in a lump-sum payment on the tenth day of the month following the date of such Participant’s death.

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(e) Payment Date and Payment Form for Individuals Who Become Plan Participants On or After January 1, 2009. An employee who first becomes a Participant on or after January 1, 2009 shall receive his 409A Benefit on the Normal Payment Date and in the Default Payment Form. Such Participant shall not be permitted to select an Elected Payment Date or an Elected Payment Form; provided, however, that such Participant shall be permitted to make a redeferral election in accordance with Section 7.

(f) Payment Date and Payment Form for Participants Who Transfer from Puerto Rico to the United States. Notwithstanding anything in Section 5.3 to the contrary, a Puerto Rico Participant shall receive his 409A Benefit on the Normal Retirement Date and in the Default Payment Form. Such Puerto Rico Participant shall not be permitted to select an Elected Payment Date or an Elected Payment Form; provided, however, that such Puerto Rico Participant shall be permitted to make a redeferral election in accordance with Section 7.

(g) Rehire. Notwithstanding the foregoing provisions of Section 5.3, an Eligible Employee who is rehired by the Company or otherwise again becomes an Eligible Employee, after accruing a 409A Benefit under the Plan or a benefit under any other Company Non-Account Plan shall not be entitled to make a Payment Election. In the event such an Eligible Employee previously Separated from Service with the Company, payment of his 409A Benefit accrued prior to such Separation from Service shall not be suspended or otherwise delayed and any additional 409A Benefit accrued by such an Eligible Employee shall be paid on the Normal Payment Date and in the Default Payment Form. In the event such an Eligible Employee did not incur a Separation from Service, the additional benefit accrued by the Participant shall be distributed on the Payment Date and in the Payment Form applicable to the 409A Benefit previously accrued by the Participant.

(h) Modifying a Payment Form. A Participant who elects to receive his 409A Benefit in an annuity Payment Form described in Section 5.6(a)(1) or (2) may, at any time prior to the Payment Date for such 409A Benefit, elect to have his 409A Benefit paid in another annuity Payment Form described in Section 5.6(a)(1) or (2) that is the actuarial equivalent of the original annuity elected by the Participant. For this purpose, actuarial equivalence shall be determined in accordance with Section 5.6(b). Except as permitted by Section 7, a Participant who elects to have his 409A Benefit paid in the form of a Ten Year Certain and Life Option, Guaranteed Death Benefit Option, Lump-Sum Option or DCP Option shall not be permitted to change the Payment Form so elected.

(i) Valid Notional Rollovers to the New DCP. An employee who first becomes a Participant prior to January 1, 2009 shall be permitted to elect the DCP Option for some or all of the amount otherwise payable under the Plan, provided that in the event that such Participant elects the DCP Option for only a portion of his 409A Benefit, he shall receive the remaining portion of his 409A Benefit in the Lump Sum Option. The effective date of the Valid Notional Rollover made in connection with the DCP Option will be the first day of the month following the Participant’s Separation from Service, even if the portion of the Participant’s 409A Benefit subject to the Valid Notional Rollover would otherwise have been paid to the Participant at a later date. Any such Valid Notional Rollover shall be subject to the terms of the New DCP. If a Participant who has elected the DCP Option is not Retirement Eligible at the time of his Separation from Service, then (i) the election of the DCP Option shall be void and of no force and effect and (ii) the Participant’s 409A Benefit shall be paid on the Default Payment Date and in the Default Payment Form.

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5.4 Payment of De Minimis Amounts. Notwithstanding a Participant’s Payment Date, the Company shall make a distribution of de minimis amounts according to the following rules:

(a) Grandfathered Benefit. Each Participant who (i) incurs a Separation from Service and (ii) as of the date of such Separation from Service has a Grandfathered Benefit with an actuarial equivalent Lump-Sum Option value that does not exceed $5,000 shall receive a distribution of his entire Grandfathered Benefit in a cash lump-sum as soon as administratively practicable after his Separation from Service.

(b) 409A Benefit. Each Participant who (i) incurs a Separation from Service and (ii) as of the date of such Separation from Service has a 409A Benefit with an actuarial equivalent Lump-Sum Option value which, when aggregated with such Participant’s benefit subject to Section 409A under each other Company Non-Account Plan in which the Participant participates, does not exceed $5,000 shall receive a distribution of his entire 409A Benefit in a cash lump-sum on the last Business Day of the month following the month in which the Separation from Service occurs.

(c) Lump-Sum Option Values. Lump-sum values under this Section 5.4 shall be determined using the same actuarial assumptions as would be applied under the Retirement Plan for the purpose of determining the actuarial equivalent Lump-Sum Option value of Retirement Plan benefits of the Participant as of the date of his Separation from Service.

5.5 Certain Accelerated Payments of 409A Amounts. Notwithstanding a Participant’s Payment Date, the Company in its sole discretion may accelerate payment of all or a portion of a Participant’s 409A Benefit as permitted by Treasury Regulation Section 1.409A-j(4).

5.6 Available Forms of Payment.

(a) Forms of Payment. A Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, may be paid in the forms of payment available under the Retirement Plan as follows; provided, however, that a Participant who first accrues a Plan Benefit on or after January 1, 2009 may only receive payment of his 409A Benefit in the Lump-Sum Option:

1. “Single Life Annuity” means a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, payable as an annuity in equal monthly installments over the life of the Participant, commencing as of the Payment Date and terminating in the month in which the Participant dies, with no further payments thereafter.

2. “25, 50, 75 or 100% Joint and Survivor Annuity” means a Participant’s actuarially reduced Grandfathered Benefit and/or 409A Benefit, as applicable, payable as an annuity in equal monthly installments over the life of the Participant, commencing as of the

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Payment Date and terminating in the month in which the Participant dies, with a survivor contingent annuity for the life of the Participant’s surviving contingent annuitant, commencing in the month following the month in which the Participant died and terminating in the month in which the Participant’s surviving contingent annuitant dies, which is either 25%, 50%, 75% or 100% of the monthly payment to the Participant, as elected by the Participant. Following such contingent annuitant’s death, no further payments shall be made.

3. “Ten Year Certain and Life Option” means a Participant’s actuarially reduced Grandfathered Benefit and/or 409A Benefit, as applicable, payable in monthly installments over the life of the Participant, commencing as of the Payment Date, with a guarantee that if the Participant dies within 120 months (i.e., ten years) of the applicable Payment Date, such reduced Grandfathered Benefit and/or 409A Benefit, as applicable, shall be paid to the Participant’s Beneficiary for the balance of the 120 month (i.e., ten year) guaranteed period in the month following the month in which the date of the Participant’s death occurs, or, upon the Participant’s death, if the Participant’s Beneficiary so elects with respect to the Grandfathered Benefit, the commuted value of the remaining payments shall be paid to such Beneficiary in a lump-sum amount. If the Participant survives the 120 month (i.e., ten year) guaranteed period, he shall continue to receive the actuarially reduced Grandfathered Benefit and/or 409A Benefit, as applicable, through the month in which the Participant dies.

4. “Guaranteed Death Benefit Option” means a Participant’s actuarially reduced lifetime monthly Grandfathered Benefit and/or 409A Benefit, as applicable, commencing as of the Payment Date, in return for a death benefit guarantee. If the Participant dies on or after the Payment Date, the Participant’s Beneficiary shall receive the excess, if any, of the initial death benefit (defined in a manner consistent with the terms of the comparable payment option set forth in the Retirement Plan) over the aggregate Grandfathered Benefit or 409A Benefit, as applicable, payments made to the Participant after the Payment Date and prior to the date of the Participant’s death. With respect to a Participant’s Grandfathered Benefit only, a Participant shall be permitted, in the manner designated by the Committee, to make any of the alternative payment elections related to this distribution option in the Retirement Plan.

5. “Lump-Sum Option” means the actuarial equivalent of a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, payable in a cash lump-sum on the Payment Date.

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6. “DCP Option” means the actuarial equivalent of a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable (or the applicable portion thereof) that the Participant elects, in accordance with the terms of the Plan, to convert into a cash lump-sum amount to be credited in a Valid Notional Rollover to the DCP. A Participant who elects the DCP Option with respect to some or all of his Grandfathered Benefit shall be subject to the applicable terms and provisions of the Prior DCP and shall have the amount of the Valid Notional Rollover credited to the Prior DCP. A Participant who elects or contingently elects the DCP Option with respect to some or all of his 409A Benefit shall be subject to the applicable terms and provisions of the New DCP, shall be required to make his payment elections under the New DCP at the time the DCP Option is elected and shall have the amount of the Valid Notional Rollover credited to the New DCP.

(b) Actuarial Equivalence. The actuarial equivalence of forms of payment in Section 5.6(a)(1) through (4) above of a Grandfathered Benefit and/or 409A Benefit, as applicable, shall be determined in accordance with the factors and assumptions specified in the Retirement Plan (or such other factors or assumptions specified from time to time by the Committee) in a manner in which is intended to result in Section 409A Compliance.

5.7 Six-Month Delay in Commencement of 409A Benefits. Notwithstanding a Participant’s Payment Election and the default rules hereunder effective for Separations from Service (other than by reason of death) occurring on or after the Restatement Date, if, at the time of a Participant’s Separation from Service, the Participant is a Key Employee, then, any amounts payable to the Participant under the Plan with respect to his 409A Benefit during the period beginning on the date of the Participant’s Separation from Service and ending on the six-month anniversary of such date (the “Delayed Payment Amount”) shall be delayed and not paid to the Participant until the first Business Day of the month following such six-month anniversary date, at which time such delayed amounts shall be paid to the Participant in a lump-sum. If payment of an amount is delayed as a result of this Section 5.7, such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Participant but for this Section 5.7 to the day immediately prior to the date the Delayed Payment Amount is paid. Interest on the Delayed Payment Amount shall be credited on a quarterly basis based upon the interest rate being used to determine lump-sum payments under the Retirement Plan for each such quarter. If a Participant dies on or after the date of the Participant’s Separation from Service and prior to payment of the Delayed Payment Amount, any amount delayed pursuant to this Section 5.7 shall be paid to the Participant’s joint annuitant (if the benefit form elected by the Participant is a joint annuity) or, if there is no joint annuitant, the Participant’s Beneficiary, as applicable, together with any interest credited thereon, within 90 days of the date of the Participant’s death.

SECTION 6 DEATH BENEFITS

6.1 No Vesting Solely as a Result of Death. No survivor or death benefit shall be payable to any person under this Section 6 in respect of a Participant unless the Participant had

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a Vested Plan Benefit on the date of the Participant’s death (or, if earlier, the date of the Participant’s Separation from Service). If a death benefit is payable under this Section 6, no other amounts shall be payable in respect of a Participant under the Plan, and the default payment rules and any prior Payment Elections made by the Participant shall be disregarded.

6.2 Death on or After Payment Date. If a Participant dies on or after his Payment Date, (i) no survivor or death benefit shall be payable under this Section 6, (ii) any survivor or death benefits payable under the Plan shall be based solely upon the Payment Form applicable to the Participant, and (iii) no survivor or death benefits shall be payable under the Plan if the applicable Payment Form (e.g., a Single Life Annuity) does not contemplate the payment of any survivor or death benefits. The terms and provisions of the DCP (and not the Plan) shall govern the payment of any death benefit in respect of the portion of a Participant’s Plan Benefit that has been credited under the DCP in connection with a Valid Notional Rollover. Solely for purposes of this Section 6, the Payment Date for the portion of a Participant’s Plan Benefit that is transferred to the DCP in a Valid Notional Rollover shall be the date as of which the amount subject to the Valid Notional Rollover is first credited to the DCP.

6.3 Death on or After Attaining Age 55 and Prior to Payment Date; Individuals Who Become Participants Prior to January 1, 2009. If a Participant with a Vested Plan Benefit, who first becomes a Participant prior to January 1, 2009, dies on or after attaining age 55 and prior to the Participant’s Payment Date, the Participant’s Surviving Spouse, if any, shall be eligible, subject to a Participant’s election under Section 6.8, for a survivor annuity under the Plan calculated under Section 4.2 (and reduced for early commencement in accordance with the applicable Early Commencement Factor from Appendix A) as if (i) the Participant had elected a 50% Joint and Survivor Annuity commencing immediately prior to the date of the Participant’s death and (ii) the Participant died immediately following the commencement of such annuity. The survivor annuity contemplated by this Section 6.3 shall commence in the month following the month in which the Participant died and shall terminate in the month in which the Surviving Spouse dies.

6.4 Death Prior to Attaining Age 55 and Prior to Payment Date; Individuals Who Become Participants Prior to January 1, 2009. If a Participant with a Vested Plan Benefit, who first becomes a Participant prior to January 1, 2009, dies prior to attaining age 55 and prior to the Participant’s Payment Date, the Participant’s Surviving Spouse, if any, shall be eligible, subject to a Participant’s election under Section 6.8, for a survivor annuity under the Plan calculated under Section 4.2 (and reduced for early commencement in accordance with the applicable Early Commencement Factor from Appendix A) as if (i) the Participant incurred a Separation from Service on the date of death or, if earlier, on the date of Separation from Service, (ii) the Participant survived until age 55, (iii) the Participant incurred a Separation from Service having elected a 50% Joint and Survivor Annuity commencing in the month following the month in which the Participant attained age 55, and (iv) the Participant died on the day after attaining age 55. The survivor annuity contemplated by this Section 6.4 shall commence in the month following the month in which the Participant would have attained age 55 and shall terminate in the month in which the Surviving Spouse dies.

6.5 Death Benefits for Individuals Who Become Participants on or After January 1, 2009. If a Participant with a Vested Plan Benefit, who first becomes a Participant on

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or after January 1, 2009, dies prior to his Payment Date, the Participant’s Surviving Spouse, if any, shall receive a cash lump-sum payment under the Plan equal to the actuarial equivalent (determined in accordance with Section 5.6(b)) of the death benefit described in Section 6.3 or Section 6.4, as applicable, within 90 days of the Participant’s death.

6.6 Death Benefits to Participants Who Die Without a Surviving Spouse. The provisions of this Section 6.6 shall apply effective September 28, 2006 to a Participant described in Section 6.3 or 6.4 and a Participant described in Section 6.5 who, at the time of death while employed by the Company, is not survived by a Surviving Spouse:

1. For purposes of calculating the amount of the death benefit under Section 6.3 or 6.4, as applicable, the Participant shall be deemed to have been survived by a Surviving Spouse of the opposite gender with a date of birth that is the same as the date of birth of the Participant.

2. The actuarial equivalent (determined in accordance with Section 5.6(b)) of the benefit described in Section 6.3 or Section 6.4, as applicable, shall be paid to the estate of the Participant within 90 days of the Participant’s death.

3. Any survivor benefit provided by this Section 6.6 shall be treated as a 409A Benefit for purposes of the Plan (even if it is calculated with respect to the Participant’s Grandfathered Benefit) and shall be payable only in a lump-sum and not in any other form of payment.

6.7 Rules of Application. The provisions of this Section 6 shall be applied separately with respect to a Participant’s Grandfathered Benefit and 409A Benefit. Except as provided in Section 6.6(3), the payment of the survivor annuity under Section 6.3 or 6.4, as applicable, attributable to a Participant’s Grandfathered Benefit may not be accelerated or deferred or paid in any alternative Payment Form.

6.8 Special Lump-Sum Election. An employee who first becomes a Participant prior to January 1, 2009 may irrevocably elect at the time that the Participant makes his Payment Election to have the actuarial equivalent (determined in accordance with Section 5.6(b)) of the death benefit attributable to his 409A Benefit payable under Section 6.3 or 6.4, as applicable, paid to the Participant’s Surviving Spouse (determined without regard to Section 6.6) within 90 days of the Participant’s death. The consent of the Surviving Spouse shall not be required for any such election by the Participant.

SECTION 7 RE-DEFERRAL OF 409A BENEFITS

7.1 Redeferrals to the DCP. Subject to this Section 7, a Participant who will be Retirement Eligible at his Separation from Service shall be permitted to elect, prior to his Separation from Service and in the manner contemplated by Section 7.2, to transfer in a Valid Notional Rollover all of the amount of his 409A Benefit to the New DCP instead of having such

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amount paid to the Participant on the applicable Payment Date. The amount transferred to the New DCP in a Valid Notional Rollover shall be credited to the New DCP as of the first day of the month following the Participant’s Separation from Service, even if the Payment Date for the 409A Benefit is a later date. Subject to this Section 7, a Participant who will be Retirement Eligible at his Separation from Service and who has previously elected to receive all or a portion of his 409A Benefit in the DCP Option shall be permitted to redefer payment, in the manner contemplated by Section 7.2, of the amount subject to the DCP Option, subject to the applicable payment terms of the New DCP.

7.2 Redeferral Requirements. Subject to Section 7.3, the elections described in Sections 7.1 shall be subject to the following requirements:

(a) The election to transfer the 409A Benefit in a Valid Notional Rollover to the New DCP must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to the then effective Payment Date.

(b) The election shall not become effective for at least one year after the election is made.

(c) Any transfer to the New DCP of the 409A Benefit in connection with a Valid Notional Rollover must be made in accordance with the applicable terms and provisions of the New DCP as then in effect and, once the deferred amount constituting the 409A Benefit is credited under the New DCP, shall constitute a full and complete settlement of the Company’s obligations to the Participant under the Plan.

(d) If the 409A Benefit is transferred to the New DCP in a Valid Notional Rollover, the payment commencement date elected by the Participant under the New DCP for the 409A Benefit for the amount so transferred must not be earlier than the fifth anniversary of the original Payment Date.

7.3 Limitations on Redeferrals. Notwithstanding the foregoing provisions of this Section 7, no Participant shall be permitted to elect a Valid Notional Rollover for any portion of his Plan Benefit following the date of the Participant’s Separation from Service. A Valid Notional Rollover shall be void and of no effect if the Participant is not Retirement Eligible at the time of his Separation from Service.

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SECTION 8 CLAIMS PROCEDURE

8.1 General. If a Participant or his Surviving Spouse, Beneficiary or contingent annuitant or the authorized representative of one of the foregoing (hereinafter, the “Claimant”) does not receive the timely payment of the benefits which he believes are due under the Plan, the Claimant may make a claim for benefits in the manner hereinafter provided.

8.2 Claims. All claims for benefits under the Plan shall be made in writing and shall be signed by the Claimant. Claims shall be submitted to the Administrative Record Keeper. If the Claimant does not furnish sufficient information with the claim for the Administrative Record Keeper to determine the validity of the claim, the Administrative Record Keeper shall indicate to the Claimant any additional information which is necessary for the Administrative Record Keeper to determine the validity of the claim.

8.3 Review of Claims. Each claim hereunder shall be acted on and approved or disapproved by the Administrative Record Keeper within 90 days following the receipt by the Administrative Record Keeper of the information necessary to process the claim. If special circumstances require an extension of the time needed to process the claim, this 90-day period may be extended to 180 days after the claim is received. The Claimant shall be notified before the end of the original period if an extension is necessary, the reason for the extension and the date by which it is expected that a decision will be made. In the event the Administrative Record Keeper denies a claim for benefits, in whole or in part, the Administrative Record Keeper shall notify the Claimant in writing of the denial of the claim and notify the Claimant of his right to a review of the Administrative Record Keeper’s decision by the Committee. Such notice by the Administrative Record Keeper shall also set forth, in a manner calculated to be understood by the Claimant, the specific reason for such denial, the specific provisions of the Plan on which the denial is based, and a description of any additional material or information necessary to perfect the claim with an explanation of the Plan’s appeals procedure as set forth in this Section 8.

8.4 Appeals. Any Claimant whose claim for benefits is denied in whole or in part may appeal to the Committee for a review of the decision by the Administrative Record Keeper. Such appeal must be made within 60 days after the applicant has received actual or constructive notice of the denial as provided above. An appeal must be submitted in writing within such period and must:

1. request a review by the Committee of the claim for benefits under the Plan;

2. set forth all of the grounds upon which the Claimant’s request for review is based and any facts in support thereof; and

3. set forth any issues or comments which the Claimant deems pertinent to the appeal.

8.5 Review of Appeals. The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for

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processing, in which case a decision shall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by it. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when the determination will be made. The Committee may require the Claimant to submit such additional facts, documents or other evidence as the Committee in its discretion deems necessary or advisable in making its review. The Claimant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Committee, provided that the Committee finds the requested documents or materials are pertinent to the appeal.

8.6 Final Decisions. On the basis of its review, the Committee shall make an independent determination of the Participant’s eligibility for benefits under the Plan. The decision of the Committee on any appeal of a claim for benefits shall be final and conclusive upon all parties thereto.

8.7 Denial of Appeals. In the event the Committee denies an appeal in whole or in part, it shall give written notice of the decision to the Claimant, which notice shall set forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and which shall make specific reference to the pertinent provisions of the Plan on which the Committee’s decision is based.

8.8 Statute of Limitations. A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 8.6 or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

SECTION 9 AMENDMENT AND TERMINATION

9.1 Amendment or Termination. The Plan may be amended or terminated at any time, by the Board of Directors or the Committee; provided, however, no amendment or termination may reduce the amount of a Participant’s Plan Benefit as of the date of the amendment or termination without the Participant’s written consent; and provided, further, that it shall not be a reduction of a Participant’s Plan Benefit if the amount of the Plan Benefit is reduced pursuant to Section 4.2(b) solely as a result in an increase in the value of a Participant’s accrued benefit under the Retirement Plan. Upon termination of the Plan, payment of a Participant’s 409A Benefit shall be made on the Payment Date and in the Payment Form applicable to the Participant unless the Board of Directors or the Committee, in its discretion, determines to accelerate payment and such acceleration may be effected in a manner that will not result in the imposition on any Participant of additional taxes or penalties under Section 409A (“Section 409A Compliance”).

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9.2 Termination Benefit. In the event of a Plan termination, each Participant shall become fully vested in his Plan Benefit as of the termination date. Such Plan Benefit shall be calculated as set forth in Section 4.2 above and shall be based upon the Participant’s Credited Service, Final Average Pension Earnings, and Wyeth Retirement Plans benefit as of the termination date. For purposes of determining a Participant’s accrued Plan Benefit pursuant to this section, the Participant’s benefit under each of the Wyeth Retirement Plans shall be his accrued benefit under each such Wyeth Retirement Plan payable at age sixty (60). Payment of a Participant’s accrued Plan Benefit shall not be contingent upon his continuation of employment with the Company following the Plan termination date, and such benefit shall be payable at the date for commencement of payment of a Plan Benefit pursuant to Section 5.

9.3 409A Benefit Amendments. Notwithstanding any provision in the Plan to the contrary, with respect to a Participant’s 409A Benefit, the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee shall have the independent right, prospectively and/or retroactively, to amend or modify the Plan in accordance with Section 409A, in each case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee deems such action to be necessary or advisable to address regulatory or other changes or developments that affect the terms of the Plan with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under this Section 9.3 shall be final, conclusive and binding on all persons.

SECTION 10 MISCELLANEOUS

10.1 No Effect on Employment Rights. Nothing contained herein shall be construed as a contract of employment with any person. The Plan and its establishment shall not confer upon any person the right to be retained in the service of the Company or limit the right of the Company to discharge or otherwise deal with any person without regard to the existence of the Plan.

10.2 Funding. The Plan at all times shall be entirely unfunded, and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. No Participant, Surviving Spouse, Beneficiary or other person shall have any interest in any particular assets of the Company by reason of a right to receive a benefit under the Plan, and any such Participant, Surviving Spouse, Beneficiary or other person shall have the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Notwithstanding the foregoing, the Committee or the Board of Directors, in its discretion, may establish a grantor trust to fund benefits payable under the Plan and administrative costs relating to the Plan. The assets of said trust shall be held separate and apart from other Company funds and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

1. the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of ERISA;

2. the Company shall be treated as the “grantor” of said trust for purposes of Sections 671 and 677 of the Code; and

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3. said trust agreement shall provide that the trust fund assets may be used to satisfy claims of the Company’s general creditors.

10.3 Anti-assignment. To the maximum extent permitted by law, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

10.4 Taxes. The Company shall have the right to pay any required employment, income or other withholding taxes from a Participant’s Plan Benefit.

10.5 Construction. The Plan is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto and shall be interpreted and construed accordingly. The Plan is intended to be an unfunded deferred compensation arrangement for a select group of management or highly compensated employees within the meaning of ERISA and, therefore, exempt from the requirements of Sections 201, 301 and 401 of ERISA. Whenever the terms of the Plan or of a Payment Election require the payment of an amount by a specified date, the Company shall use reasonable efforts to make or commence the payment by that date. The Company shall not be (i) liable to the Participant or any other person if such payment or payment commencement is delayed for administrative or other reasons to a date that is later than the date so specified by the Plan or the Payment Election or (ii) required to pay interest or any other amount in respect of such delayed payment except to the extent specifically contemplated by the terms of the Plan.

10.6 Incapacity of Participant. In the event a Participant or Surviving Spouse is declared incompetent and a conservator or other person legally charged with the care of his person or his estate is appointed, any benefits under the Plan to which such Participant or Surviving Spouse is entitled shall be paid to such conservator or other person legally charged with the care of his person or estate.

10.7 Severability. In the event that one or more provisions of the Plan shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Plan shall not be affected thereby.

10.8 Governing Law. The Plan is established under and shall be governed and construed in accordance with the laws of the State of New Jersey, to the extent that such laws are not preempted by ERISA.

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APPENDIX A

EARLY COMMENCEMENT FACTORS

Subsidized Early Commencement Factor (used for (A) the 409A Benefit for a Participant whose Separation from Service occurs on or after attaining age 55 and completing ten or more Years of Vesting Service; and (B) for the Grandfathered Benefit of a Participant whose Separation from Service occurs on or after attaining age 55 and completing ten or more Years of Vesting Service and who, as of December 31, 2004, had at least ten Years of Vesting Service):

• 1.00 less  ¹/4% for each month by which the Payment Date precedes the Normal Retirement Date.

Unsubsidized Early Commencement Factor (used for all other purposes):

• The actuarially equivalent factor applicable to the accrued benefit of a terminated vested participant under the Retirement Plan.

EX-10.57

Exhibit 10.57

WYETH

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

(amended and restated effective as of January 1, 2005)

PURPOSE

The Plan supplements the benefits of Participants whose benefits under the Retirement Plan are limited as a result of Deferrals or by operation of the Code Limits. The Plan is intended to constitute an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meaning of ERISA and shall be construed and administered accordingly.

The Plan is an amendment and restatement of the Prior Plan, effective as of the Restatement Date.

Capitalized terms not otherwise defined in the text hereof shall have the meanings set forth in Section 1.

SECTION 1 DEFINITIONS

1.1 Rules of Construction. Except where the context indicates otherwise, any masculine terminology used herein shall also include the feminine gender, and the definition of any term herein in the singular shall also include the plural. All references to sections and appendices are, unless otherwise indicated, to sections or appendices of the Plan.

1.2 Terms Defined in the Plan. Whenever used herein, the following terms shall have the meanings set forth below:

(a) “25, 50, 75 or 100% Joint and Survivor Annuity” has the meaning set forth in Section 5.6(a)(2).

(b) “409A Benefit” has the meaning set forth in Section 4.4(b).

(c) “Administrative Record Keeper” means the person or persons designated by the Committee in accordance with Section 2.

(d) “Affiliate” means any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes Wyeth and any trade or business (whether or not incorporated) which is under common control with Wyeth (within the meaning of Section 414(c) of the Code); provided, however, that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code the language “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1563(a)(1), (2) and (3) of the Code, and in applying Section 1.414(c)-2 of the Treasury Regulations, for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, “at least 50 percent” shall be used instead of “at least 80 percent” in each place it appears in Section 1.414(c)-2 of the Treasury Regulations.

(e) “Beneficiary” means, with respect to death benefits payable under Sections 5.2(c), 5.3(e), 5.6(a)(3), 5.6(a)(4) and 5.7, as applicable, a Participant’s Surviving Spouse or, if there is no Surviving Spouse, the Participant’s estate. Participants shall not be permitted or required to make Beneficiary designations under the Plan. If the Surviving Spouse of a Participant is legally impaired or prohibited from receiving any amounts under the Plan otherwise payable to a Beneficiary, the Participant’s Beneficiary shall be the Participant’s estate. The term Beneficiary shall not refer to any “contingent annuitant” applicable to a Participant in connection with a Payment Form.

(f) “Board of Directors” means the Board of Directors of Wyeth (or any Committee of the Board of Directors to whom the Board of Directors delegates, from time to time, its authority hereunder).

(g) “Business Day” means each day on which the New York Stock Exchange is open for business.

(h) “Claimant” has the meaning set forth in Section 8.1.

(i) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

(j) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

(k) “Code Limits” means Sections 401(a)(17) and 415 of the Code and any other provisions of the Code which limit the amount of benefits that a Participant may accrue or receive under or from the Retirement Plan.

(l) “Committee” means the committee of such officers and/or employees of the Company as shall be designated from time to time by Wyeth to administer the Plan and any successor thereto.

(m) “Company” means Wyeth and its Affiliates.

(n) “Company Non-Account Plan” means any arrangement sponsored by the Company, other than the Plan, that is a “non-account balance plan,” as such term is defined under Section 409A and that is required to be aggregated with the Plan under Treasury Regulation 1.409A-1(c)(2)(C).

(o) “DCP” means the Prior DCP and the New DCP.

(p) “DCP Option” has the meaning set forth in Section 5.6(a)(6).

(q) “Default Payment Form” means (i) with respect to a Participant’s Grandfathered Benefit, the form of payment elected by such Participant under the Retirement Plan in connection with the Participant’s Separation from Service; and (ii) with respect to a Participant’s 409A Benefit, the Lump-Sum Option.

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(r) “Deferral Plan” means each of the DCP, the Wyeth Supplemental Employee Savings Plan, as amended from time to time, and/or any other non-qualified plan of the Company designated from time to time by the Committee pursuant to which Participants may elect to defer annual, base compensation or annual, cash bonus compensation, sales bonuses or sales commissions.

(s) “Deferrals” means any cash compensation earned by a Participant from the Company that is not taken into account in determining a Participant’s accrued benefit under the Retirement Plan because of the Participant’s election under a Deferral Plan to defer the receipt of such compensation.

(t) “Deferred Compensation Tax Compliance Committee” means a committee of such officers and/or employees of the Company as shall be designated from time to time by the Board of Directors.

(u) “Delayed Payment Amount” has the meaning set forth in Section 5.7.

(v) “Early Commencement Factors” means the factors set forth in Appendix A.

(w) “Elected Payment Date” means (i) with respect to the Grandfathered Benefit, the first day of any month after a Participant’s Separation from Service elected by the Participant in accordance with Section 5.2 and/or (ii) with respect to the 409A Benefit, the Normal Payment Date, unless the Participant elects the DCP Option in accordance with Section 5.3, or elects to redefer his 409A Benefit into the DCP in accordance with Section 7, in which case Elected Payment Dates shall be determined in accordance with the applicable terms of the DCP.

(x) “Elected Payment Form” means the Payment Form elected by a Participant (i) for the payment of his Grandfathered Benefit in accordance with Section 5.2, and/or (ii) for the payment of his 409A Benefit in accordance with Section 5.3 or Section 7.

(y) “Eligible Employee” means an employee of the Company (i) whose terms and conditions of employment are not subject to a collective bargaining agreement, (ii) whose rate of annual base compensation for a calendar year equals or exceeds $155,000.00, and (iii) who is eligible to participate in the Retirement Plan. Notwithstanding the foregoing, an individual shall not become an “Eligible Employee” until the first day of the month following the date on which such individual satisfies the requirement of clause (iii) of the previous sentence. Further, the term “Eligible Employees” shall exclude individuals classified by the Company as leased employees, independent contractors or consultants or any individuals who are not paid through the Company’s regular payroll.

(z) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, including any applicable rulings and regulations promulgated thereunder.

(aa) “Grandfathered Benefit” means the portion of a Participant’s Plan Benefit that, for purposes of Section 409A, was both earned and vested as of December 31, 2004.

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(bb) “Guaranteed Death Benefit Option” has the meaning set forth in Section 5.6(a)(4).

(cc) “Key Employee” means (i) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12-month period ending on December 31^st of a calendar year and (ii) to the extent not otherwise included in (i) hereof, each of the top-100 paid individuals (based on taxable wages for purposes of Section 3401(a) of the Code as reported in Box 1 of Form W-2 for the 12-month period ending on December 31^st of such calendar year plus amounts that would be included in wages for such 12 month period but for pre-tax deferrals to a tax-qualified 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 Key Employee for the 12-month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (i) or (ii) of this definition is made.

(dd) “Lump-Sum Option” has the meaning set forth in Section 5.6(a)(5).

(ee) “New DCP” means the Wyeth 2005 (409A) Deferred Compensation Plan, as amended and restated as of the Restatement Date, and as subsequently amended from time to time thereafter.

(ff) “Normal Retirement Date” means the first day of the first month following a Participant’s 65^th birthday, unless such birthday falls on the first of the month, in which case Normal Retirement Date means the Participant’s 65^th birthday.

(gg) “Normal Payment Date” means (i) with respect to a Participant’s Grandfathered Benefit, the first day of the month on which benefits commence to be paid to the Participant under the Retirement Plan; and (ii) with respect to a Participant’s 409A Benefit, the following: (A) for a Participant who incurs a Separation from Service with a Vested Plan Benefit prior to attaining age 55, the first day of the month coincident with or next following the month in which he attains age 55; and (B) for a Participant who incurs a Separation from Service with a Vested Plan Benefit on or after attaining age 55, the first day of the month following his Separation from Service.

(hh) “Participant” means an Eligible Employee who has met the requirements for participation in the Plan in accordance with Section 3.

(ii) “Payment Date” means the Elected Payment Date or, if no such date has been elected or is permitted to be elected by the Participant, the Normal Payment Date, in each case for the commencement of payment of a Plan Benefit.

(jj) “Payment Delay Period” means, solely with respect to a Lump-Sum Option payment of a Participant’s Grandfathered Benefit, the twelve-month period beginning on the first day of the month following the month in which occurs the Participant’s Separation from Service.

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(kk) “Payment Election” means the elections made by a Participant for his Grandfathered Benefit and/or 409A Benefit, as applicable, under Section 5 or Section 7, as applicable.

(ll) “Payment Form” means the Elected Payment Form or, if no such form is elected or is permitted to be elected by the Participant, the Default Payment Form, in each case for the payment of a Plan Benefit.

(mm) “Plan” means this Wyeth Supplemental Executive Retirement Plan, as amended from time to time.

(nn) “Plan Benefit” means, as of a given date, the benefit, expressed as a Single Life Annuity commencing at the Participant’s Normal Retirement Date, that a Participant has accrued under the Plan in accordance with Section 4.2.

(oo) “Prior DCP” means the terms of the Wyeth Deferred Compensation Plan (as amended and restated as of November 20, 2003), as set forth in the Company’s written documentation, rules, practices and procedures applicable to such plan (but without regard to any amendments thereto after October 3, 2004 that would result in any material modification of such plan, within the meaning of Section 409A).

(pp) “Prior Plan” means the terms of the Plan in effect immediately prior to the Restatement Date, as set forth in the Company’s written documentation, rules, practices and procedures applicable to the Plan (but without regard to any amendments thereto after October 3, 2004 that would result in any material modification of the Grandfathered Benefit, within the meaning of Section 409A).

(qq) “Puerto Rico Participant” means a Participant employed by the Company in Puerto Rico and who resides in Puerto Rico.

(rr) “Restatement Date” means January 1, 2005.

(ss) “Retirement Eligible” means a Participant who, as of the date of his Separation from Service, is (i) at least age 55 with at least five Years of Vesting Service or (ii) at least age 65.

(tt) “Retirement Plan” means the Wyeth Retirement Plan – United States, as amended from time to time.

(uu) “Rule of 70 Participant” means a Participant who as of the date of his Separation from Service has a Vested Plan Benefit (other than a Participant employed at the Company’s facilities in Rouses Point, New York) and who (i) is involuntarily terminated by the Company prior to February 6, 2011 in connection with Project Impact and (ii) as of the date of his Separation from Service, has a combined age and Years of Vesting Service equal to or in excess of 70; provided, however, that with respect to Participants employed by Genetics Institute prior to American Home Products purchase of Genetics Institute, and solely for purposes of determining whether a Participant is a Rule of 70 Participant, such Participant’s service with Genetics Institute on or after January 1, 1992 shall be taken into account in determining such Participant’s Years of Vesting Service.

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(vv) “Section 409A” means Section 409A of the Code and the applicable notices, rulings and regulations promulgated thereunder.

(ww) “Section 409A Compliance” has the meaning set forth in Section 9.1.

(xx) “Separation from Service” means a separation from service with the Company for purposes of Section 409A, determined using the default provisions set forth in Treasury Regulation Section 1.409A-1(h); provided, however, that, for purposes of the Grandfathered Benefit, “Separation from Service” shall be determined in accordance with the terms of the Prior Plan. 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 to determine whether a Separation from Service has occurred in accordance with Treasury Regulation Section 1.409A-1(h)(4).

(yy) “Single Life Annuity” has the meaning set forth in Section 5.6(a)(1).

(zz) “Surviving Spouse” means the individual to whom a Participant was legally married, for federal law purposes, for a continuous period of at least one year as of the date of the Participant’s death.

(aaa) “Ten Year Certain and Life Option” has the meaning set forth in Section 5.6(a)(3).

(bbb) “Transition Elections” means elections made by a Participant prior to January 1, 2009 in accordance with the provisions of Notices 2005-1, 2006-79 and 2007-86 promulgated by the U.S. Treasury Department and the Internal Revenue Service and the Proposed Regulations under Section 409A, 70 Fed. Reg. 191 (Oct 4, 2005).

(ccc) “Treasury Regulations” means the regulations adopted by the Internal Revenue Service under the Code, as they may be amended from time to time.

(ddd) “Valid Notional Rollover” means a notional rollover constituting a full and complete settlement of the Company’s obligations to the Participant with respect to the portion of the Grandfathered Benefit credited to the Prior DCP or the 409A Benefit credited to the New DCP by a Participant who is Retirement Eligible at the time of his Separation from Service.

(eee) “Vested Plan Benefit” means a Plan Benefit that has vested in accordance with Section 4.3.

(fff) “Wyeth” means Wyeth, a Delaware corporation, and any successor thereto.

(ggg) “Wyeth Retirement Plans” means the Retirement Plan, the American Cyanamid and Subsidiaries Supplemental Employees Retirement Plan and the American Cyanamid and Subsidiaries ERISA Excess Plan.

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(hhh) “Year of Vesting Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006 and, prior to such date, has the meaning ascribed to “Continuous Service”, as such term was defined in the Retirement Plan prior to January 1, 2006.

SECTION 2 ADMINISTRATION

2.1 General Authority. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power, subject to the terms of the Plan: (i) to determine eligibility to participate in, and the amount of benefit to be provided to any Participant under, the Plan; (ii) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan; (iii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, to correct any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iv) to make any and all legal and factual determinations in connection with the administration and implementation of the Plan; (v) to designate the Administrative Record Keeper and to review actions taken by the Administrative Record Keeper or any other person to whom authority is delegated under the Plan; and (vi) to employ and rely on legal counsel, actuaries, accountants and any other agents as may be deemed to be advisable to assist in the administration of the Plan. All such actions of the Committee shall be conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or other person employed or engaged by the Company with respect to the Plan. If any member of the Committee is a Participant, such member shall not resolve, or participate in the resolution of, any matter relating specifically to such Committee member’s eligibility to participate in the Plan or the calculation or determination of such member’s Plan Benefit.

2.2 Delegation. The Committee shall have the power to delegate to any person or persons the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time to time determine. Any action taken by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee. If any individual to whom the Committee delegates authority is a Participant, such individual shall not resolve, or participate in the resolution of, any matter specifically relating to such individual’s eligibility to participate in the Plan or the calculation or determination of such individual’s Plan Benefit.

2.3 Administrative Record Keeper. The Administrative Record Keeper shall be responsible for the day-to-day operation of the Plan, having the power (except to the extent such power is reserved to the Committee) to take all action and to make all decisions necessary or proper in order to carry out his duties and responsibilities under the provisions of the Plan. If the Administrative Record Keeper is a Participant, the Administrative Record Keeper shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan. The Administrative Record Keeper shall report to the Committee at such times and in such manner as the Committee shall request concerning the operation of the Plan.

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2.4 Actions; Indemnification. The members of the Board of Directors, the Committee, the Administrative Record Keeper, the members of the Deferred Compensation Tax Compliance Committee, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee shall not be liable for any actions or failure to act with respect to the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Board of Directors (and each member thereof), the Committee (and each member thereof), the Deferred Compensation Tax Compliance Committee (and each member thereof), the Administrative Record Keeper, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The indemnification, exculpation and liability limitations of this Section 2.4 shall apply to the Administrative Record Keeper only to the extent that the Administrative Record Keeper is or was a director, officer or employee of the Company.

SECTION 3 PARTICIPATION

3.1 Continuing Participants. Any individual who participated in the Prior Plan immediately prior to the Restatement Date shall continue to be a Participant in the Plan on the Restatement Date.

3.2 New Participants. An employee of the Company who does not become a Participant in the Plan in accordance with Section 3.1 shall commence participation in the Plan as of the date on which such employee first becomes an Eligible Employee. Eligible Employees shall not accrue any Plan Benefit prior to their commencement of participation in the Plan; provided that when participation commences a Participant’s accrued Plan Benefit shall be calculated as of the later of the date the Participant was first employed by the Company and the date the Participant reached age 21.

3.3 Enrollment. Each Participant shall complete, execute and return to the Administrative Record Keeper such forms as are required from time to time by the Administrative Record Keeper, and such forms shall be submitted to the Administrative Record Keeper within such time periods specified by the Administrative Record Keeper. A Participant’s failure to submit in a complete and timely manner any such forms to the Administrative Record Keeper shall subject the Participant to the default rules specified in the Plan. For purposes of the Plan, “forms” prescribed by the Administrative Record Keeper can be in paper, electronic or such other media (or combination thereof) as the Administrative Record Keeper shall specify from time to time.

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3.4 Exclusions. No employee of the Company who is not an Eligible Employee shall be eligible to participate in the Plan. In addition, the Committee may, if it determines it to be necessary or advisable to comply with ERISA, the Code or other applicable law, exclude one or more Eligible Employees or one or more classes of Eligible Employees from Plan participation.

SECTION 4 PLAN FORMULA AND VESTING

4.1 Applicability of Prior Plan. The benefit payable to a Participant who had a Separation from Service prior to the Restatement Date shall be governed by the terms of the Prior Plan as in effect on the date of his Separation from Service.

4.2. Plan Benefit Formula. The Plan Benefit of a Participant who has a Separation from Service on or after the Restatement Date shall equal the positive difference, if any, that results from subtracting the amount determined under Section 4.2(b) from the amount determined under Section 4.2(a):

(a) The Participant’s annual accrued benefit under the terms of the “Final Average Annual Pension Earnings” formula of the Retirement Plan calculated as of the date of the Participant’s Separation from Service as if:

1. for purposes of calculating such accrued benefit, the Participant’s compensation for each calendar year included the Participant’s Deferrals for each such calendar year; and

2. for purposes of calculating such accrued benefit, the Code Limits did not apply.

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(b) The Participant’s annual accrued benefit under the Wyeth Retirement Plans, as of the date of the Participant’s Separation from Service.

4.3 Vesting. Anything in the Plan to the contrary notwithstanding, no Plan Benefit or other amount shall be payable to a Participant under the Plan unless the Participant has either (i) completed five Years of Vesting Service or (ii) is at least age 65, in each case, as of the date of the Participant’s Separation from Service.

4.4 Plan Benefit Components.

(a) Grandfathered Benefit.

1. The portion of a Participant’s Plan Benefit which is a Grandfathered Benefit (and the procedures applicable to a Participant’s election to receive such Grandfathered Benefit, which are set forth in Section 5.2) shall be based upon the terms of the Prior Plan and the Retirement Plan in effect immediately prior to the Restatement Date, disregarding for this purpose

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any change or amendment to the terms of the Retirement Plan effective after October 3, 2004 that would result in any material modification, within the meaning of Section 409A of the Grandfathered Benefit.

2. The Grandfathered Benefit of a Puerto Rico Participant shall comprise (i) the portion of his Plan Benefit that was earned and vested as of December 31, 2004 and (ii) the portion of his Plan Benefit that was earned or vested on or after January 1, 2005, but only in the event such Puerto Rico Participant does not become employed by the Company in the United States (other than in Puerto Rico) on or after January 1, 2005.

3. A Participant’s Grandfathered Benefit shall not be increased if the payment of the Grandfathered Benefit is made after the Participant’s Normal Retirement Date.

(b) 409A Benefit. A Participant’s 409A Benefit shall mean any portion of the Participant’s Plan Benefit which is not a Grandfathered Benefit.

(c) Special Adjustment at Separation from Service to the 409A Benefit. Solely to the extent necessary to comply with Section 409A, a special allocation shall be made to the Plan Benefit of a Participant who was not eligible to retire under the Plan as of December 31, 2004 with a subsidized early retirement benefit (solely by reason of the Participant as of December 31, 2004 not having ten or more Years of Vesting Service as of such date) and who subsequently becomes eligible to retire under the Plan with a subsidized early retirement benefit (including on account of becoming a Rule of 70 Participant) at a later date. For such a Participant, any early retirement subsidy earned by the Participant based on Years of Vesting Service credited for periods after December 31, 2004 and attributable to the Participant’s Grandfathered Benefit shall be treated for all purposes of the Plan as part of the Participant’s 409A Benefit. The adjusted 409A Benefit (including the subsidized portion of the Grandfathered Benefit that is treated by operation of this Section 4.4(c) as part of the 409A Benefit) shall be determined at the time of the Participant’s Separation from Service by the formula [(X – Y)/Z], where “X” is the Plan Benefit multiplied by the applicable subsidized Early Commencement Factor set forth in Appendix A; where “Y” is the Grandfathered Benefit multiplied by the applicable unsubsidized Early Commencement Factor set forth in Appendix A; and where “Z” is the applicable subsidized Early Commencement Factor set forth in Appendix A (all such Early Commencement Factors to be determined based upon the Participant’s (including on account of becoming a Rule of 70 Participant) age and Years of Vesting Service at Separation from Service).

(d) Other Actuarial Rules and Procedures. The Committee shall from time to time promulgate such additional rules and procedures as the Committee deems necessary or advisable to facilitate the calculation and allocation of a Participant’s Plan Benefit between the Grandfathered Benefit and the 409A Benefit in a manner that is intended to result in Section 409A Compliance.

4.5 Payment Prior to Normal Retirement. If the Payment Date for a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, is prior to the Participant’s Normal Retirement Date, then the amount of the Grandfathered Benefit and/or 409A Benefit, as applicable, shall be reduced for early commencement by the applicable Early Commencement Factors set forth in Appendix A.

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SECTION 5 PAYMENT ELECTIONS

5.1 General Rules.

(a) Separate Elections. Subject to Section 5.3 hereof, a Participant shall be permitted to make a separate Payment Election for his Grandfathered Benefit and his 409A Benefit. The rules applicable to Payment Elections for Grandfathered Benefits are set forth in Section 5.2. The rules applicable to Payment Elections for 409A Benefits are set forth in Section 5.3.

(b) Section 409A Transition. The Transition Elections made by a Participant shall supplement and, to the extent inconsistent therewith, shall supersede the corresponding provisions of this Section 5.

(c) No Duplicate Benefits. Nothing in the Plan, including the ability of a Participant to make separate Payment Elections with respect to his Grandfathered Benefit and his 409A Benefit, shall obligate the Company to pay duplicate benefits to any Participant.

5.2 Payment Elections for Grandfathered Benefits.

(a) Election Form and Election Timing. A Participant may elect prior to or in connection with his Separation from Service to have his Grandfathered Benefit paid in any of the available forms of payment described in Section 5.6. The Elected Payment Form for a Grandfathered Benefit may be different from the form of payment elected by the Participant under the Retirement Plan. A Participant shall make his Payment Election for his Grandfathered Benefit prior to the date of, or in connection with, the Participant’s Separation from Service, and if no Payment Election is made prior to the date of, or in connection with, the Participant’s Separation from Service, the Participant’s Grandfathered Benefit shall be payable in the Default Payment Form on the applicable Normal Payment Date.

(b) Payment Date for Annuities. If the Payment Form for a Participant’s Grandfathered Benefit is other than the Lump-Sum Option or the DCP Option, the payment of the Participant’s Grandfathered Benefit shall commence on the Participant’s applicable Normal Payment Date, unless the Participant has specified an Elected Payment Date. An Elected Payment Date for an annuity shall not be earlier than the first day of the month coincident with or next following the month in which a Participant attains age 55, and shall not be later than the Participant’s Normal Retirement Date (or, if the Participant’s Separation from Service is later, the first day of the month following the month in which occurs the Participant’s Separation from Service).

(c) Payment Dates for Lump-Sum Option. A Participant shall not be permitted to specify an Elected Payment Date for his Grandfathered Benefit if such Grandfathered Benefit is payable in the Lump-Sum Option. The Payment Date for such Lump-Sum Option shall be determined in accordance with the following provisions:

1. Participants Who Are Not Retirement Eligible. If a Participant who is not Retirement Eligible at the time of his Separation from Service has elected prior to, or in connection with, his Separation from Service the Lump-Sum Option for the payment of his Grandfathered Benefit, such Lump-Sum Option shall be paid on the later of (i) the first day of the first month following the expiration of the Payment Delay Period and (ii) the first day of the month coincident with or next following the month in which the Participant attains age 55.

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2. Participants Who Are Retirement Eligible. If a Participant who is Retirement Eligible at the time of his Separation from Service has elected prior to, or in connection with, his Separation from Service the Lump-Sum Option for the payment of his Grandfathered Benefit, such Lump-Sum Option shall be paid on the first day of the first month following the end of the Payment Delay Period.

If payment of a Participant’s Lump-Sum Option is delayed under this Section 5.2(c) solely by operation of the Payment Delay Period, the Participant’s Grandfathered Benefit shall be credited with interest on a quarterly basis during the applicable portion of the Payment Delay Period based upon the interest rate being used to determine Lump-Sum Option payments under the Retirement Plan for each such quarter. In the event a Participant dies during the Payment Delay Period, his Grandfathered Benefit shall be paid to his Beneficiary together with any interest credited thereto in a lump-sum payment as soon as administratively practicable after such Participant’s death.

(d) Valid Notional Rollovers to the Prior DCP. A Participant who elects prior to, or in connection with, his Separation from Service to receive his Grandfathered Benefit in the Lump-Sum Option shall be permitted, in accordance with the deferral rules of the Prior Plan, to elect prior to, or in connection with, his Separation from Service the DCP Option for some or all of the amount otherwise payable in the Lump-Sum Option. The effective date of the Valid Notional Rollover made in connection with the DCP Option will be the date that the portion of the Lump-Sum Option subject to the Valid Notional Rollover would otherwise have been paid to the Participant under Section 5.2(c) (determined, solely for this purpose, without regard to the Payment Delay Period). Any such Valid Notional Rollover shall be subject to the applicable terms and provisions of the Prior DCP. Notwithstanding anything herein to the contrary, no amount shall be distributed under the Prior DCP on account of a Valid Notional Rollover prior to the conclusion of the Payment Delay Period.

(e) Special Default Rule. If the portion of a Participant’s Plan Benefit that is intended to be a Grandfathered Benefit shall, for any reason, become subject to Section 409A, such benefit shall be paid in accordance with the Payment Election (or applicable default payment rule) for such Participant’s 409A Benefit.

5.3 Payment Elections for 409A Benefits.

(a) Election Timing; Participants Who Accrue a Plan Benefit Prior to January 1, 2009. An employee who first becomes a Participant and accrues a 409A Benefit prior to January 1, 2009, and an employee who is hired prior to November 1, 2008 with an annual base

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salary of $230,000.00 or more (the “2008 New Executives”) shall make, by no later than December 31, 2008, a Transition Election with respect to his 409A Benefit; provided, however, that an election made in 2008 shall apply solely to the amount that would not otherwise be payable to him in 2008 and shall not cause any amounts to be paid to him in 2008 that would not otherwise be payable to him in 2008. For purposes of clarification, a Participant accrues a benefit under the Plan only to the extent that a Participant’s benefits under the Retirement Plan are limited as a result of Deferrals or by operation of Code Limits.

(b) Payment Date for Participants Who Accrue a Plan Benefit Prior to January 1, 2009. An employee who first becomes a Participant and accrues a Plan Benefit prior to January 1, 2009 shall receive or commence receiving payment of his 409A Benefit on the Participant’s applicable Normal Payment Date, unless (i) the Participant (A) elects in accordance with his Transition Election the DCP Option for all or a portion of his 409A Benefit and (B) specifies an Elected Payment Date in accordance with this Section 5.3 or (ii) the Participant makes a redeferral election in accordance with Section 7.

(c) Payment Forms for Participants Who Accrue a Plan Benefit Prior to January 1, 2009. An employee who first becomes a Participant and accrues a Plan Benefit prior to January 1, 2009 may elect to receive his 409A Benefit in any of the available forms of payment described in Section 5.6. The Elected Payment Form for a 409A Benefit may be different than the form of payment elected by the Participant under the Retirement Plan. If a Participant does not specify an Elected Payment Form for his 409A Benefit, such Participant’s 409A Benefit shall be paid in the Default Payment Form. A Participant may only elect one payment form for his 409A Benefit, unless he elects the DCP Option. In the event a Participant elects to receive a portion of his 409A Benefit in the form of the DCP Option, the remainder of the Participant’s Plan Benefit shall be paid in the Default Payment Form.

(d) Special Rule for Certain Executives Hired in 2008. A 2008 New Executive shall be entitled to make a contingent Payment Election prior to December 31, 2008 with respect to any 409A Benefit to which he may be entitled in the future. A 2008 New Executive shall be permitted to make the same Payment Elections with respect to his 409A Benefit, as an employee who first becomes a Participant and accrues a Plan Benefit prior to January 1, 2009.

(e) Separation from Service in 2009. If a Participant described in Section 5.3(a) makes a Payment Election during 2008, incurs a Separation from Service between January 1, 2009 and December 31, 2009 and has elected to receive his 409A Benefit in a Lump-Sum Option, such payment of the Lump-Sum Option shall not be made until January 1, 2010. If the payment of a Lump-Sum Option is delayed beyond the Normal Payment Date in accordance with the previous sentence, a Participant’s 409A Benefit shall be credited with interest on a quarterly basis based upon the interest rate being used to determine Lump-Sum Option payments under the Retirement Plan for each quarter of such delay. In the event a Participant dies during the period of any such delay, his 409A Benefit shall be paid to his Beneficiary together with any interest credited thereto in a lump-sum payment on the tenth day of the month following the date of such Participant’s death.

(f) Payment Date and Payment Form for Participants Who Accrue a Plan Benefit On or After January 1, 2009. A Participant who first accrues a Plan Benefit on or after

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January 1, 2009 (other than a 2008 New Executive), shall receive his 409A Benefit on the Normal Payment Date and in the Default Payment Form. Such Participant shall not be permitted to select an Elected Payment Date or an Elected Payment Form; provided, however, that such Participant shall be permitted to make a redeferral election in accordance with Section 7.

(g) Payment Date and Payment Form for Participants Who Transfer from Puerto Rico to the United States. Notwithstanding anything in Section 5.3 to the contrary, a Puerto Rico Participant shall receive his 409A Benefit on the Normal Payment Date and in the Default Payment Form. Such Puerto Rico Participant shall not be permitted to select an Elected Payment Date or an Elected Payment Form; provided, however, that such Puerto Rico Participant shall be permitted to make a redeferral election in accordance with Section 7.

(h) Rehire. Notwithstanding the foregoing provisions of Section 5.3, an Eligible Employee who is rehired by the Company or otherwise again becomes an Eligible Employee, after accruing a 409A Benefit under the Plan or a benefit under any other Company Non-Account Plan shall not be entitled to make a Payment Election. In the event such an Eligible Employee previously Separated from Service with the Company, payment of his 409A Benefit accrued prior to such Separation from Service shall not be suspended or otherwise delayed and any additional 409A Benefit accrued by such an Eligible Employee shall be paid on the Normal Payment Date and in the Default Payment Form. In the event such an Eligible Employee did not incur a Separation from Service, the additional benefit accrued by the Participant shall be distributed on the Payment Date and in the Payment Form applicable to the 409A Benefit previously accrued by the Participant.

(i) Modifying a Payment Form. A employee who first becomes a Participant and accrues a Plan Benefit prior to January 1, 2009 and who elects to receive his 409A Benefit in an annuity Payment Form described in Section 5.6(a)(1) or (2) may, at any time prior to the Payment Date for such 409A Benefit, elect to have his 409A Benefit paid in another annuity Payment Form described in Section 5.6(a)(1) or (2) that is the actuarial equivalent of the original annuity elected by the Participant. For this purpose, actuarial equivalence shall be determined in accordance with Section 5.6(b). Except as permitted by Section 7, a Participant who elects to have his 409A Benefit paid in the form of a Ten-Year Certain and Life Option, Guaranteed Death Benefit Option, Lump-Sum Option or DCP Option shall not be permitted to change the Payment Form so elected.

(j) Valid Notional Rollovers to the New DCP. An employee who first becomes a Participant and accrues a Plan Benefit prior to January 1, 2009 shall be permitted to elect the DCP Option for some or all of the amount otherwise payable under the Plan, provided that in the event that such Participant elects the DCP Option for only a portion of his 409A Benefit, he shall receive the remaining portion of his 409A Benefit in the Lump Sum Option. The effective date of the Valid Notional Rollover made in connection with the DCP Option will be the first day of the month following the Participant’s Separation from Service, even if the portion of the Participant’s 409A Benefit subject to the Valid Notional Rollover would otherwise have been paid to the Participant at a later date. Any such Valid Notional Rollover shall be subject to the terms of the New DCP. If a Participant who has elected the DCP Option is not Retirement Eligible at the time of his Separation from Service, then (i) the election of the DCP Option shall be void and of no force and effect and (ii) the Participant’s 409A Benefit shall be paid on the Default Payment Date and in the Default Payment Form.

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5.4 Payment of De Minimis Grandfathered Amounts. Notwithstanding a Participant’s Payment Date, the Company shall make a distribution of de minimis Grandfathered Benefits according to the following rules:

(a) Grandfathered Benefit. Each Participant who (i) incurs a Separation from Service and (ii) as of the date of such Separation from Service has a Grandfathered Benefit with an actuarial equivalent Lump-Sum Option value that does not exceed $5,000 shall receive a distribution of his entire Grandfathered Benefit in a cash lump-sum as soon as administratively practicable after his Separation from Service.

(b) 409A Benefit. Each Participant who (i) incurs a Separation from Service and (ii) as of the date of such Separation from Service has a 409A Benefit with an actuarial equivalent Lump-Sum Option value which, when aggregated with such Participant’s benefit subject to Section 409A under each other Company Non-Account Plan in which the Participant participates, does not exceed $5,000 shall receive a distribution of his entire 409A Benefit in a cash lump-sum on the last Business Day of the month following the month in which the Separation from Service occurs.

(c) Lump-Sum Option Values. Lump-sum values under this Section 5.4 shall be determined using the same actuarial assumptions as would be applied under the Retirement Plan for the purpose of determining the actuarial equivalent Lump-Sum Option value of Retirement Plan benefits of the Participant as of the date of his Separation from Service.

5.5 Certain Accelerated Payments of 409A Amounts. Notwithstanding a Participant’s Payment Date, the Company in its sole discretion may accelerate payment of all or a portion of a Participant’s 409A Benefit as permitted by Treasury Regulation Section 1.409A-j(4).

5.6 Available Forms of Payment.

(a) Forms of Payment. A Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, may be paid in the forms of payment available under the Retirement Plan as follows; provided, however, that a Participant who first accrues a Plan Benefit on or after January 1, 2009 (other than the 2008 New Executives) may only receive payment of his 409A Benefit in the Lump-Sum Option:

1. “Single Life Annuity” means a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, payable as an annuity in equal monthly installments over the life of the Participant, commencing as of the Payment Date and terminating in the month in which the Participant dies, with no further payments thereafter.

2. “25, 50, 75 or 100% Joint and Survivor Annuity” means a Participant’s actuarially reduced Grandfathered Benefit and/or 409A Benefit, as applicable, payable as an annuity in equal monthly installments over the life of the Participant, commencing as of the

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Payment Date and terminating in the month in which the Participant dies, with a survivor contingent annuity for the life of the Participant’s surviving contingent annuitant, commencing in the month following the month in which the Participant died and terminating in the month in which the Participant’s surviving contingent annuitant dies, which is either 25%, 50%, 75% or 100% of the monthly payment to the Participant, as elected by the Participant. Following such contingent annuitant’s death, no further payments shall be made.

3. “Ten Year Certain and Life Option” means a Participant’s actuarially reduced Grandfathered Benefit and/or 409A Benefit, as applicable, payable in monthly installments over the life of the Participant, commencing as of the Payment Date, with a guarantee that if the Participant dies within 120 months (i.e., ten years) of the applicable Payment Date, such reduced Grandfathered Benefit and/or 409A Benefit, as applicable, shall be paid to the Participant’s Beneficiary for the balance of the 120 month (i.e., ten year) guaranteed period in the month following the month in which the date of the Participant’s death occurs, or, upon the Participant’s death, if the Participant’s Beneficiary so elects with respect to the Grandfathered Benefit, the commuted value of the remaining payments shall be paid to such Beneficiary in a lump-sum amount. If the Participant survives the 120 month (i.e., ten year) guaranteed period, he shall continue to receive the actuarially reduced Grandfathered Benefit and/or 409A Benefit, as applicable, through the month in which the Participant dies.

4. “Guaranteed Death Benefit Option” means a Participant’s actuarially reduced lifetime monthly Grandfathered Benefit and/or 409A Benefit, as applicable, commencing as of the Payment Date, in return for a death benefit guarantee. If the Participant dies on or after the Payment Date, the Participant’s Beneficiary shall receive the excess, if any, of the initial death benefit (defined in a manner consistent with the terms of the comparable payment option set forth in the Retirement Plan) over the aggregate Grandfathered Benefit or 409A Benefit, as applicable, payments made to the Participant after the Payment Date and prior to the date of the Participant’s death. With respect to a Participant’s Grandfathered Benefit only, a Participant shall be permitted, in the manner designated by the Committee, to make any of the alternative payment elections related to this distribution option in the Retirement Plan.

5. “Lump-Sum Option” means the actuarial equivalent of a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable, payable in a cash lump sum on the Payment Date.

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6. “DCP Option” means the actuarial equivalent of a Participant’s Grandfathered Benefit and/or 409A Benefit, as applicable (or the applicable portion thereof) that the Participant elects, in accordance with the terms of the Plan, to convert into a cash lump-sum amount to be credited in a Valid Notional Rollover to the DCP. A Participant who elects the DCP Option with respect to some or all of his Grandfathered Benefit shall be subject to the applicable terms and provisions of the Prior DCP and shall have the amount of the Valid Notional Rollover credited to the Prior DCP. A Participant who elects or contingently elects the DCP Option with respect to some or all of his 409A Benefit shall be subject to the applicable terms and provisions of the New DCP, shall be required to make his payment elections under the New DCP at the time the DCP Option is elected and shall have the amount of the Valid Notional Rollover credited to the New DCP.

(b) Actuarial Equivalence. The actuarial equivalence of forms of payment in Sections 5.6(a) (1) through (4) above of a Grandfathered Benefit and/or 409A Benefit, as applicable, shall be determined in accordance with the factors and assumptions specified in the Retirement Plan (or such other factors or assumptions specified from time to time by the Committee), in a manner which is intended to result in Section 409A Compliance.

5.7 Six-Month Delay in Commencement of 409A Benefits. Notwithstanding a Participant’s Payment Election and the default rules hereunder effective for Separations from Service (other than by reason of death) occurring on or after the Restatement Date, if, at the time of a Participant’s Separation from Service, the Participant is a Key Employee, then, any amounts payable to the Participant under the Plan with respect to his 409A Benefit during the period beginning on the date of the Participant’s Separation from Service and ending on the six-month anniversary of such date (the “Delayed Payment Amount”) shall be delayed and not paid to the Participant until the first Business Day of the month following such six-month anniversary date, at which time such delayed amounts shall be paid to the Participant in a lump-sum. If payment of an amount is delayed as a result of this Section 5.7, such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Participant but for this Section 5.7 to the day immediately prior to the date the Delayed Payment Amount is paid. Interest on the Delayed Payment Amount shall be credited on a quarterly basis based upon the interest rate being used to determine lump-sum payments under the Retirement Plan for each such quarter. If a Participant dies on or after the date of the Participant’s Separation from Service and prior to payment of the Delayed Payment Amount, any amount delayed pursuant to this Section 5.7 shall be paid to the Participant’s joint annuitant (if the benefit form elected by the Participant is a joint annuity) or, if there is no joint annuitant, the Participant’s Beneficiary, as applicable, together with any interest credited thereon, within 90 days of the date of the Participant’s death.

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SECTION 6 DEATH BENEFITS

6.1 No Vesting Solely as a Result of Death. No survivor or death benefit shall be payable to any person under this Section 6 in respect of a Participant unless the Participant had a Vested Plan Benefit on the date of the Participant’s death (or, if earlier, the date of the Participant’s Separation from Service). If a death benefit is payable under this Section 6, no other amounts shall be payable in respect of a Participant under the Plan, and the default payment rules and any prior Payment Elections made by the Participant shall be disregarded.

6.2 Death on or After Payment Date. If a Participant dies on or after his Payment Date, (i) no survivor or death benefit shall be payable under this Section 6, (ii) any survivor or death benefits payable under the Plan shall be based solely upon the Payment Form applicable to the Participant, and (iii) no survivor or death benefits shall be payable under the Plan if the applicable Payment Form (e.g., a Single Life Annuity) does not contemplate the payment of any survivor or death benefits. The terms and provisions of the DCP (and not the Plan) shall govern the payment of any death benefit in respect of the portion of a Participant’s Plan Benefit that has been credited under the DCP in connection with a Valid Notional Rollover. Solely for purposes of this Section 6, the Payment Date for the portion of a Participant’s Plan Benefit that is transferred to the DCP in a Valid Notional Rollover shall be the date as of which the amount subject to the Valid Notional Rollover is first credited to the DCP.

6.3 Death on or After Attaining Age 55 and Prior to Payment Date; Participants Who Accrue a Plan Benefit Prior to January 1, 2009. If a Participant with a Vested Plan Benefit, who first becomes a Participant and accrues a Plan Benefit prior to January 1, 2009 (or who is a 2008 New Executive), dies on or after attaining age 55 and prior to the Participant’s Payment Date, the Participant’s Surviving Spouse, if any, shall be eligible, subject to a Participant’s election under Section 6.8, for a survivor annuity under the Plan calculated under Section 4.2 (and reduced for early commencement in accordance with the applicable Early Commencement Factor from Appendix A) as if (i) the Participant had elected a 50% Joint and Survivor Annuity commencing immediately prior to the date of the Participant’s death and (ii) the Participant died immediately following the commencement of such annuity. The survivor annuity contemplated by this Section 6.3 shall commence in the month following the month in which the Participant died and shall terminate in the month in which the Surviving Spouse dies.

6.4 Death Prior to Attaining Age 55 and Prior to Payment Date; Participants Who Accrue a Plan Benefit Prior to January 1, 2009. If a Participant with a Vested Plan Benefit, who first becomes a Participant and accrues a Plan Benefit prior to January 1, 2009 (or who is a 2008 New Executive), dies prior to attaining age 55 and prior to the Participant’s Payment Date, the Participant’s Surviving Spouse, if any, shall be eligible, subject to a Participant’s election under Section 6.8, for a survivor annuity under the Plan calculated under Section 4.2 (and reduced for early commencement in accordance with the applicable Early Commencement Factor from Appendix A) as if (i) the Participant incurred a Separation from Service on the date of death or, if earlier, on the date of Separation from Service, (ii) the Participant survived until age 55, (iii) the Participant incurred a Separation from Service having elected a 50% Joint and Survivor Annuity commencing in the month following the month in which the Participant attained age 55, and (iv) the Participant died on the day after attaining age 55. The

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survivor annuity contemplated by this Section 6.4 shall commence in the month following the month in which the Participant would have attained age 55 and shall terminate in the month in which the Surviving Spouse dies.

6.5 Death Benefits for Participants Who First Accrues a Plan Benefit On or After January 1, 2009. If a Participant with a Vested Plan Benefit, who first accrues a Plan Benefit on or after January 1, 2009 (other than a 2008 New Executive), dies prior to his Payment Date, the Participant’s Surviving Spouse, if any, shall receive a cash lump-sum payment under the Plan equal to the actuarial equivalent (determined in accordance with Section 5.6(b)) of the death benefit described in Section 6.3 or Section 6.4, as applicable, within 90 days of the date of the Participant’s death.

6.6 Death Benefits to Participants Who Die Without a Surviving Spouse. The provisions of this Section 6.6 shall apply effective July 24, 2006 to a Participant described in Section 6.3 or 6.4 and a Participant described in Section 6.5 who, at the time of death while employed by the Company, is not survived by a Surviving Spouse:

1. For purposes of calculating the amount of the death benefit under Section 6.3 or 6.4, as applicable, the Participant shall be deemed to have been survived by a Surviving Spouse of the opposite gender with a date of birth that is the same as the date of birth of the Participant.

2. The actuarial equivalent (determined in accordance with Section 5.6(b)) of the benefit described in Section 6.3 or Section 6.4, as applicable, shall be paid to the estate of the Participant within 90 days of the date of the Participant’s death.

3. Any survivor benefit provided by this Section 6.6 shall be treated as a 409A Benefit for purposes of the Plan (even if it is calculated with respect to the Participant’s Grandfathered Benefit) and shall be payable only in a lump-sum and not in any other form of payment.

6.7 Rules of Application. The provisions of this Section 6 shall be applied separately with respect to a Participant’s Grandfathered Benefit and 409A Benefit. Except as provided in Section 6.6(3), the payment of the survivor annuity under Section 6.3 or 6.4, as applicable, attributable to a Participant’s Grandfathered Benefit may not be accelerated or deferred or paid in any alternative Payment Form.

6.8 Special Lump-Sum Election. An employee who first becomes a Participant and accrues a Plan Benefit prior to January 1, 2009 (or who is a 2008 New Executive) may irrevocably elect at the time that the Participant makes his Payment Election to have the actuarial equivalent (determined in accordance with Section 5.6(b)) of the death benefit attributable to his 409A Benefit payable under Section 6.3 or 6.4, as applicable, paid to the Participant’s Surviving Spouse (determined without regard to Section 6.6) within 90 days of the date of the Participant’s death. The consent of the Surviving Spouse shall not be required for any such election by the Participant.

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SECTION 7 REDEFERRAL OF 409A BENEFITS

7.1 Redeferrals to the DCP. Subject to this Section 7, a Participant who will be Retirement Eligible at his Separation from Service, shall be permitted to elect, prior to his Separation from Service and in the manner contemplated by Section 7.2, to transfer in a Valid Notional Rollover all of the amount of his 409A Benefit to the New DCP instead of having such amount paid to the Participant on the applicable Payment Date. The amount transferred to the New DCP in a Valid Notional Rollover shall be credited to the New DCP as of the first day of the month following the Participant’s Separation from Service, even if the Payment Date for the 409A Benefit is a later date. Subject to this Section 7, a Participant who will be Retirement Eligible at his Separation from Service and who has previously elected to receive all or a portion of his 409A Benefit in the DCP Option shall be permitted to redefer payment, in the manner contemplated by Section 7.2, of the amount subject to the DCP Option, subject to the applicable payment terms of the New DCP.

7.2 Redeferral Requirements. Subject to Section 7.3, the elections described in Sections 7.1 shall be subject to the following requirements:

(a) The election to transfer the 409A Benefit in a Valid Notional Rollover to the New DCP must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to the then effective Payment Date.

(b) The election shall not become effective for at least one year after the election is made.

(c) Any transfer to the New DCP of the 409A Benefit in connection with a Valid Notional Rollover must be made in accordance with the applicable terms and provisions of the New DCP as then in effect and, once the deferred amount constituting the 409A Benefit is credited under the New DCP, shall constitute a full and complete settlement of the Company’s obligations to the Participant under the Plan.

(d) If the 409A Benefit is transferred to the New DCP in a Valid Notional Rollover, the payment commencement date elected by the Participant under the New DCP for the 409A Benefit for the amount so transferred must not be earlier than the fifth anniversary of the original Payment Date.

7.3 Limitations on Redeferrals. Notwithstanding the foregoing provisions of this Section 7, no Participant shall be permitted to elect a Valid Notional Rollover for any portion of his Plan Benefit following the date of the Participant’s Separation from Service. A Valid Notional Rollover shall be void and of no effect if the Participant is not Retirement Eligible at the time of his Separation from Service.

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SECTION 8 CLAIMS PROCEDURE

8.1 General. If a Participant or his Surviving Spouse, Beneficiary or contingent annuitant or the authorized representative of one of the foregoing (hereinafter, the “Claimant”) does not receive the timely payment of the benefits which he believes are due under the Plan, the Claimant may make a claim for benefits in the manner hereinafter provided.

8.2 Claims. All claims for benefits under the Plan shall be made in writing and shall be signed by the Claimant. Claims shall be submitted to the Administrative Record Keeper. If the Claimant does not furnish sufficient information with the claim for the Administrative Record Keeper to determine the validity of the claim, the Administrative Record Keeper shall indicate to the Claimant any additional information which is necessary for the Administrative Record Keeper to determine the validity of the claim.

8.3 Review of Claims. Each claim hereunder shall be acted on and approved or disapproved by the Administrative Record Keeper within 90 days following the receipt by the Administrative Record Keeper of the information necessary to process the claim. If special circumstances require an extension of the time needed to process the claim, this 90-day period may be extended to 180 days after the claim is received. The Claimant shall be notified before the end of the original period if an extension is necessary, the reason for the extension and the date by which it is expected that a decision will be made. In the event the Administrative Record Keeper denies a claim for benefits, in whole or in part, the Administrative Record Keeper shall notify the Claimant in writing of the denial of the claim and notify the Claimant of his right to a review of the Administrative Record Keeper’s decision by the Committee. Such notice by the Administrative Record Keeper shall also set forth, in a manner calculated to be understood by the Claimant, the specific reason for such denial, the specific provisions of the Plan on which the denial is based, and a description of any additional material or information necessary to perfect the claim with an explanation of the Plan’s appeals procedure as set forth in this Section 8.

8.4 Appeals. Any Claimant whose claim for benefits is denied in whole or in part may appeal to the Committee for a review of the decision by the Administrative Record Keeper. Such appeal must be made within 60 days after the applicant has received actual or constructive notice of the denial as provided above. An appeal must be submitted in writing within such period and must:

1. request a review by the Committee of the claim for benefits under the Plan;

2. set forth all of the grounds upon which the Claimant’s request for review is based and any facts in support thereof; and

3. set forth any issues or comments which the Claimant deems pertinent to the appeal.

8.5 Review of Appeals. The Committee shall act upon each appeal within 60 days after receipt thereof unless special circumstances require an extension of the time for

21

processing, in which case a decision shall be rendered by the Committee as soon as possible but not later than 120 days after the appeal is received by it. If such an extension of time for processing is required because of special circumstances, written notice of the extension shall be furnished prior to the commencement of the extension describing the reasons an extension is needed and the date when the determination will be made. The Committee may require the Claimant to submit such additional facts, documents or other evidence as the Committee in its discretion deems necessary or advisable in making its review. The Claimant shall be given the opportunity to review pertinent documents or materials upon submission of a written request to the Committee, provided that the Committee finds the requested documents or materials are pertinent to the appeal.

8.6 Final Decisions. On the basis of its review, the Committee shall make an independent determination of the Participant’s eligibility for benefits under the Plan. The decision of the Committee on any appeal of a claim for benefits shall be final and conclusive upon all parties thereto.

8.7 Denial of Appeals. In the event the Committee denies an appeal in whole or in part, it shall give written notice of the decision to the Claimant, which notice shall set forth, in a manner calculated to be understood by the Claimant, the specific reasons for such denial and which shall make specific reference to the pertinent provisions of the Plan on which the Committee’s decision is based.

8.8 Statute of Limitations. A Claimant wishing to seek judicial review of an adverse benefit determination under the Plan, whether in whole or in part, must file any suit or legal action, including, without limitation, a civil action under Section 502(a) of ERISA, within three years of the date the final decision on the adverse benefit determination on review is issued or should have been issued under Section 8.6 or lose any rights to bring such an action. If any such judicial proceeding is undertaken, the evidence presented shall be strictly limited to the evidence timely presented to the Committee. Notwithstanding anything in the Plan to the contrary, a Claimant must exhaust all administrative remedies available to such Claimant under the Plan before such Claimant may seek judicial review pursuant to Section 502(a) of ERISA.

SECTION 9 AMENDMENT AND TERMINATION

9.1 Amendment or Termination. The Plan may be amended or terminated at any time, by the Board of Directors or the Committee; provided, however, no amendment or termination may reduce the amount of a Participant’s Plan Benefit as of the date of the amendment or termination without the Participant’s written consent; and provided further that it shall not be a reduction of a Participant’s Plan Benefit if the amount of the Plan Benefit is reduced pursuant to Section 4.2 solely as a result in an increase in the value of Participant’s accrued benefit under the Retirement Plan. Upon termination of the Plan, payment of a Participant’s 409A Benefit shall be made on the Payment Date and in the Payment Form applicable to the Participant unless the Board of Directors or the Committee, in its discretion, determines to accelerate payment and such acceleration may be effected in a manner that will not result in the imposition on any Participant of additional taxes or penalties under Section 409A (“Section 409A Compliance”).

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9.2 409A Benefit Amendments. Notwithstanding any provision in the Plan to the contrary, with respect to a Participant’s 409A Benefit, the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee shall have the independent right, prospectively and/or retroactively, to amend or modify the Plan in accordance with Section 409A, in each case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee deems such action to be necessary or advisable to address regulatory or other changes or developments that affect the terms of the Plan with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under this Section 9.2 shall be final, conclusive and binding on all persons.

SECTION 10 MISCELLANEOUS

10.1 No Effect on Employment Rights. Nothing contained herein shall be construed as a contract of employment with any person. The Plan and its establishment shall not confer upon any person the right to be retained in the service of the Company or limit the right of the Company to discharge or otherwise deal with any person without regard to the existence of the Plan.

10.2 Funding. The Plan at all times shall be entirely unfunded, and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. No Participant, Surviving Spouse, Beneficiary or other person shall have any interest in any particular assets of the Company by reason of a right to receive a benefit under the Plan, and any such Participant, Surviving Spouse, Beneficiary or other person shall have the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Notwithstanding the foregoing, the Committee or the Board of Directors, in its discretion, may establish a grantor trust to fund benefits payable under the Plan and administrative costs relating to the Plan. The assets of said trust shall be held separate and apart from other Company funds and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

1. the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of ERISA;

2. the Company shall be treated as the “grantor” of said trust for purposes of Sections 671 and 677 of the Code; and

3. said trust agreement shall provide that the trust fund assets may be used to satisfy claims of the Company’s general creditors.

10.3 Anti-assignment. To the maximum extent permitted by law, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

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10.4 Taxes. The Company shall have the right to pay any required employment, income or other withholding taxes from a Participant’s Plan Benefit.

10.5 Construction. The Plan is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto and shall be interpreted and construed accordingly. The Plan is intended to be an unfunded deferred compensation arrangement for a select group of management or highly compensated employees within the meaning of ERISA and, therefore, exempt from the requirements of Sections 201, 301 and 401 of ERISA. Whenever the terms of the Plan or of a Payment Election require the payment of an amount by a specified date, the Company shall use reasonable efforts to make or commence the payment by that date. The Company shall not be (i) liable to the Participant or any other person if such payment or payment commencement is delayed for administrative or other reasons to a date that is later than the date so specified by the Plan or the Payment Election or (ii) required to pay interest or any other amount in respect of such delayed payment except to the extent specifically contemplated by the terms of the Plan.

10.6 Incapacity of Participant. In the event a Participant or Surviving Spouse is declared incompetent and a conservator or other person legally charged with the care of his person or his estate is appointed, any benefits under the Plan to which such Participant or Surviving Spouse is entitled shall be paid to such conservator or other person legally charged with the care of his person or estate.

10.7 Severability. In the event that one or more provisions of the Plan shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Plan shall not be affected thereby.

10.8 Governing Law. The Plan is established under and shall be governed and construed in accordance with the laws of the State of New Jersey, to the extent that such laws are not preempted by ERISA.

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APPENDIX A

EARLY COMMENCEMENT FACTORS

Subsidized Early Commencement Factor (used for (A) the 409A Benefit for a Participant whose Separation from Service occurs on or after attaining age 55 and completing ten or more Years of Vesting Service; (B) for the Grandfathered Benefit of a Participant whose Separation from Service occurs on or after attaining age 55 and completing ten or more Years of Vesting Service and who, as of December 31, 2004, had at least ten Years of Vesting Service); and (C) for the 409A Benefit of a Rule of 70 Participant.

1.00 less  ¹/4% for each month by which the Payment Date precedes the Normal Retirement Date.

Unsubsidized Early Commencement Factor (used for all other purposes):

The actuarially equivalent factor applicable to the accrued benefit of a terminated vested participant under the Retirement Plan.

EX-10.58

Exhibit 10.58

THE WYETH

RETIREMENT PLAN FOR FOREIGN BASED EMPLOYEES

(Amended and Restated Effective as of January 1, 2005)

TABLE OF CONTENTS

		Page
ARTICLE 1	INTRODUCTION	1
ARTICLE 2	DEFINITIONS	2
2.1	“25, 50, 75 or 100% Joint and Survivor Annuity”	2
2.2	“Actuarial Equivalent”	2
2.3	“Administrative Record Keeper”	2
2.4	“Affiliate”	2
2.5	“Annual Pension Earnings”	2
2.6	“Beneficiary”	2
2.7	“Board of Directors”	2
2.8	“Business Day”	3
2.9	“Code”	3
2.10	“Committee”	3
2.11	“Credited Service”	3
2.12	“Company”	3
2.13	“Company Non-Account Plan”	3
2.14	“Default Payment Form”	3
2.15	“Deferred Compensation Tax Compliance Committee”	3
2.16	“Early Commencement Factors”	3
2.17	“Elected Payment Date”	3
2.18	“Eligible Employee”	3
2.19	“Final Average Pension Earnings”	3
2.20	“Foreign Based Employee”	3
2.21	“Guaranteed Death Benefit Option”	4

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2.22	“Key Employee”	4
2.23	“Lump-Sum Option”	4
2.24	“Non-U.S. Person”	4
2.25	“Normal Payment Date”	4
2.26	“Normal Retirement Date”	4
2.27	“Offset”	4
2.28	“Participant”	5
2.29	“Payment Date”	5
2.30	“Payment Election”	5
2.31	“Payment Form”	5
2.32	“Plan”	5
2.33	“Plan Benefit”	5
2.34	“Plan Year”	5
2.35	“Retirement Plan”	5
2.36	“Section 409A”	5
2.37	“Section 409A Compliance”	5
2.38	“Separation from Service”	5
2.39	“Single Life Annuity”	5
2.40	“Social Security Benefit”	5
2.41	“Surviving Spouse”	6
2.42	“Ten-Year Certain and Life Option”	6
2.43	“Transition Elections”	6
2.44	“Treasury Regulations”	6
2.45	“Vested Plan Benefit”	6
2.46	“Wyeth”	6

ii

2.47	“Year of Vesting Service”	6
ARTICLE 3	ADMINISTRATION	6
3.1	General Authority	6
3.2	Delegation	7
3.3	Administrative Record Keeper	7
3.4	Actions; Indemnification	7
ARTICLE 4	ELIGIBILITY FOR PARTICIPATION	8
4.1	Continuing Participants	8
4.2	New Participants	8
ARTICLE 5	BENEFIT FORMULA AND VESTING	8
5.1	Plan Benefit Formula	8
5.2	Payment Prior to Normal Retirement	8
5.3	Vesting	8
ARTICLE 6	PAYMENTS AND DISTRIBUTIONS	9
6.1	Payment Elections for Plan Benefits	9
6.2	Available Forms of Payment	10
6.3	Six-Month Delay in Commencement of Plan Benefits	11
ARTICLE 7	DEATH BENEFITS	11
7.1	No Vesting Solely as a Result of Death	11
7.2	Death on or After Payment Date	11
7.3	Death on or After Attaining Age 55 and Prior to Payment Date	12
7.4	Death Prior to Attaining Age 55 and Prior to Payment Date	12
7.5	Rules of Application	12
ARTICLE 8	REDEFERRALS	13
8.1	Redeferrals of the Plan Benefit	13

iii

8.2	Redeferrals	13
8.3	Limitations on Redeferrals	13
ARTICLE 9	AMENDMENT AND TERMINATION	13
9.1	Amendment and Termination	13
9.2	409A Benefit Amendments	13
ARTICLE 10	MISCELLANEOUS AND GOVERNANCE	14
10.1	No Effect on Employment Rights	14
10.2	Currency	14
10.3	Funding	14
10.4	Anti-assignment	14
10.5	Taxes	15
10.6	Construction	15
10.7	Incapacity of Participant	15
10.8	Severability	15
10.9	Governing Law	15

iv

ARTICLE 1 INTRODUCTION

The Wyeth Retirement Plan for Foreign Based Employees (the “Plan”) was first adopted effective as of January 1, 1977. The purpose of the Plan is to provide a retirement benefit to eligible employees of the Company who perform services for the Company across multiple jurisdictions.

The Plan has been amended from time to time and is hereby amended and restated in its entirety effective as of January 1, 2005.

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ARTICLE 2 DEFINITIONS

As used in this Plan, the following terms shall have the meanings described in this Article 2. Additional definitions appear in the Plan.

2.1 “25, 50, 75 or 100% Joint and Survivor Annuity” has the meaning set forth in Section 6.2(a)(ii) of the Plan.

2.2 “Actuarial Equivalent” has the meaning set forth in Section 6.2(b) of the Plan.

2.3 “Administrative Record Keeper” means the person or persons designated by the Committee in accordance with Article 3.

2.4 “Affiliate” means any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes Wyeth and any trade or business (whether or not incorporated) which is under common control with Wyeth (within the meaning of Section 414(c) of the Code); provided, however, that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2) and (3) of the Code, and in applying Section 1.414(c)-2 of the Treasury Regulations, for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2 of the Treasury Regulations.

2.5 “Annual Pension Earnings” means the sum of: (i) base salary at the rate in effect as of January 1^st of each Plan Year, (ii) annual incentive cash bonuses paid by the Company in such Plan Year, including any payments under the Wyeth Performance Incentive Award Program (PIA) or any successor plan, (iii) any sales commission and sales bonus paid in the prior Plan Year, as determined by the Company and (iv) any overtime pay paid in the prior Plan Year; provided, however, that other bonuses and other types of additional compensation shall be excluded from Annual Pension Earnings.

2.6 “Beneficiary” means a Participant’s Surviving Spouse or, if there is no Surviving Spouse, the Participant’s estate. If the Surviving Spouse of a Participant is legally impaired or prohibited from receiving any amounts under the Plan otherwise payable to such individual, the Participant’s Beneficiary shall be the Participant’s estate. The term Beneficiary shall not refer to any “contingent annuitant” applicable to a Participant in connection with a Payment Form.

2.7 “Board of Directors” means the Board of Directors of Wyeth (or any committee of the Board of Directors to whom the Board of Directors delegates from time to time, its authority hereunder).

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2.8 “Business Day” means each day on which the New York Stock Exchange is open for business.

2.9 “Code” means the U.S. Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

2.10 “Committee” means the committee of such officers and/or employees of the Company as shall be designated from time to time by Wyeth to administer the Plan and any successor thereto.

2.11 “Credited Service” means years of service with the Company whether or not in the U.S. or any other jurisdiction commencing on the date set forth in the EAN.

2.12 “Company” means Wyeth and its Affiliates.

2.13 “Company Non-Account Plan” means any arrangement sponsored by the Company, other than the Plan, that is a “non-account balance plan,” as such term is defined under Section 409A and that is required to be aggregated with the Plan under Treasury Regulation 1.409A-1(c)(2)(C).

2.14 “Default Payment Form” means the Single Life Annuity or 50% Joint and Survivor Annuity, as applicable, described in Section 6.2(a)(i) and (ii) of the Plan.

2.15 “Deferred Compensation Tax Compliance Committee” means a committee of such officers and/or employees of the Company as shall be designated from time to time by Wyeth.

2.16 “Early Commencement Factors” means the factors set forth in Appendix A.

2.17 “Elected Payment Date” means the first day of any month following a Participant’s Separation from Service elected by the Participant for the commencement of his Plan Benefit in accordance with Section 6.1 or Article 8, as applicable.

2.18 “Eligible Employee” means a Foreign Based Employee who has (i) completed one year of Credited Service, (ii) attained age 21 and (iii) been the subject of an Employee Action Notification (“EAN”) approval designating him as entitled to participate in the Plan. Notwithstanding the foregoing, an individual shall not become an “Eligible Employee” until the first day of the month following the date that the Company approves an EAN.

2.19 “Final Average Pension Earnings” means the Participant’s Annual Pension Earnings as of January 1 of each year during which the Participant had the highest rate of Annual Pension Earnings averaged over the highest five Plan Years during the ten-year period immediately preceding the date of the Participant’s Separation From Service.

2.20 “Foreign Based Employee” means a person employed by the Company outside of the United States for all or a portion of the period of his employment.

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2.21 “Guaranteed Death Benefit Option” has the meaning set forth in Section 6.2(a)(iv) of the Plan.

2.22 “Key Employee” means (i) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12-month period ending on December 31^st of a calendar year and (ii) to the extent not otherwise included in (i) hereof, each of the top-100 paid individuals (based on taxable wages for purposes of Section 3401(a) of the Code as reported in Box 1 of Form W-2 for the 12-month period ending on December 31^st of such calendar year plus amounts that would be included in wages for such 12-month period but for pre-tax deferrals to a tax-qualified 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 Key Employee for the 12-month period beginning on April 1^st of the calendar year following the calendar year for which the determination under clause (i) or (ii) of this definition is made.

2.23 “Lump-Sum Option” has the meaning set forth in Section 6.2(a)(v).

2.24 “Non-U.S. Person” means an individual who is a “non-resident alien” (as defined in Treasury Regulation Section 1.409A-1(j)) at all times during which he is employed by the Company.

2.25 “Normal Payment Date” means (A) for a Participant who incurs a Separation from Service with a Vested Plan Benefit prior to attaining age 55, the first day of the month coincident with or next following the month in which he attains age 55; and (B) for a Participant who incurs a Separation from Service with a Vested Plan Benefit on or after attaining age 55, the first day of the month following his Separation from Service.

2.26 “Normal Retirement Date” means the first day of the month following a Participant’s 65^th birthday, unless such birthday falls on the first of the month, in which case Normal Retirement Date means the Participant’s 65^th birthday; provided, however, that for purposes of calculating the Offset, the Normal Retirement Date shall be the “normal retirement date” as defined in the applicable plan included in determining such Offset.

2.27 “Offset” with respect to a Participant, the total of the annual accrued benefit equal to (A) the amount of retirement benefits, if any, as of the Participant’s Separation from Service, under any defined benefit pension plan contributed to or sponsored by the Company (calculated separately for each such plan) determined assuming that the benefit would be payable in the form of a Single Life Annuity to the Participant on the Normal Retirement Date, plus (B) the annual amount of retirement benefits, if any, as of a Participant’s Separation from Service, under any defined contribution plan contributed to or sponsored by the Company (calculated separately for each such plan), assuming that the value of his account balance as of his Separation from Service were payable in the form of a Single Life Annuity as of his Separation from Service. For purposes of determining the amount of retirement benefit payable as a Single Life Annuity at Normal Retirement Date, the committee shall utilize whatever assumptions it deems reasonable in its discretion. If a Participant receives or commences

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receiving his benefit under any pension plan sponsored or maintained by the Company and included in the Offset prior to his Normal Retirement Date, then the amount of the Offset shall be increased to take into account the early retirement factors, if any, applicable to such plan.

2.28 “Participant” means a Foreign Based Employee whose participation in the Plan has been approved by Wyeth in accordance with Article 4 of the Plan.

2.29 “Payment Date” means the Elected Payment Date or the Normal Payment Date.

2.30 “Payment Election” means the election made by a Participant for his Plan Benefit under Section 6.1 or Article 8, as applicable.

2.31 “Payment Form” means either the Default Payment Form or a form of payment elected by a Participant pursuant to Article 6.

2.32 “Plan” means this Wyeth Retirement Plan for Foreign-Based Employees.

2.33 “Plan Benefit” means, as of a given date, the benefit, expressed as a Single Life Annuity commencing at the Participant’s Normal Retirement Date, that a Participant has accrued in accordance with Article 5 of the Plan.

2.34 “Plan Year” means each calendar year.

2.35 “Retirement Plan” means the Wyeth Retirement Plan – United States, as may be amended from time to time.

2.36 “Section 409A” means Section 409A of the Code and the applicable notices, rulings and regulations promulgated thereunder.

2.37 “Section 409A Compliance” has the meaning set forth in Section 9.1.

2.38 “Separation from Service” means a separation from service with the Company for purposes of Section 409A, determined using the default provisions set forth in Treasury Regulation Section 1.409A-1(h). 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 to determine whether a Separation from Service has occurred in accordance with Treasury Regulation Section 1.409A-1(h)(4).

2.39 “Single Life Annuity” has the meaning set forth in Section 6.2(a)(i) of the Plan.

2.40 “Social Security Benefit” means a benefit provided under a social insurance system and/or other mandatory program established by statute, ordinance, ruling, or regulations that insures individuals against interruption or loss of earning power and that generally bases eligibility for pensions and other periodic payments on length of employment or self-employment.

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2.41 “Surviving Spouse” means the individual to whom a Participant was legally married, as would be recognized under U.S. Federal law, for a continuous period of at least one year as of the date of the Participant’s death.

2.42 “Ten-Year Certain and Life Option” has the meaning set forth in Section 6.2(a)(iii) of the Plan.

2.43 “Transition Elections” means elections made by a Participant prior to January 1, 2009 in accordance with the provisions of Notices 2005-7, 2006-79 and 2007-86 promulgated by the U.S. Treasury Department and the Internal Revenue Service and the Proposed Regulations under Section 409A, 70 Fed. Reg. 191 (Oct. 4, 2005).

2.44 “Treasury Regulations” means the regulations adopted by the Internal Revenue Service under the Code, as they may be amended from time to time.

2.45 “Vested Plan Benefit” means a Plan Benefit that has vested in accordance with Section 5.3 of the Plan.

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

2.47 “Year of Vesting Service” has the meaning ascribed to it in the Retirement Plan as of January 1, 2006 and, prior to such date, shall have the meaning ascribed to “Continuous Service,” as such term was defined in the Retirement Plan prior to January 1, 2006 taking into account both U.S. and non-U.S. service with the Company.

ARTICLE 3 ADMINISTRATION

3.1 General Authority. The general supervision of the Plan shall be the responsibility of the Committee, which, in addition to such other powers as it may have as provided herein, shall have the power, subject to the terms of the Plan: (i) to make and enforce such rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan; (ii) to determine all questions arising in connection with the Plan, to interpret and construe the Plan, to resolve ambiguities, inconsistencies or omissions in the text of the Plan, to correct any defects in the text of the Plan and to take such other action as may be necessary or advisable for the orderly administration of the Plan; (iii) to make any and all legal and factual determinations in connection with the administration and implementation of the Plan; (iv) to designate the Administrative Record Keeper and to review actions taken by the Administrative Record Keeper or any other person to whom authority is delegated under the Plan; and (v) to employ and rely on legal counsel, actuaries, accountants and any other agents as may be deemed to be advisable to assist in the administration of the Plan. All such actions of the Committee shall be conclusive and binding upon all persons. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions, and reports furnished by any actuary, accountant, controller, counsel, or other person employed or engaged by the Company with respect to the Plan. If any member of the Committee is a Participant, such member shall not

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resolve, or participate in the resolution of, any matter relating specifically to such Committee member’s eligibility to participate in the Plan or the calculation or determination of such member’s Plan Benefit.

3.2 Delegation. The Committee shall have the power to delegate to any person or persons the authority to carry out such administrative duties, powers and authority relative to the administration of the Plan as the Committee may from time to time determine. Any action taken by any person or persons to whom the Committee makes such a delegation shall, for all purposes of the Plan, have the same force and effect as if undertaken directly by the Committee. If any individual to whom the Committee delegates authority is a Participant, such individual shall not resolve, or participate in the resolution of, any matter specifically relating to such individual’s eligibility to participate in the Plan or the calculation or determination of such individual’s Plan Benefit.

3.3 Administrative Record Keeper. The Administrative Record Keeper shall be responsible for the day-to-day operation of the Plan, having the power (except to the extent such power is reserved to the Committee) to take all action and to make all decisions necessary or proper in order to carry out his duties and responsibilities under the provisions of the Plan. If the Administrative Record Keeper is a Participant, the Administrative Record Keeper shall not resolve, or participate in the resolution of, any question which relates directly or indirectly to him and which, if applied to him, would significantly vary his eligibility for, or the amount of, any benefit to him under the Plan. The Administrative Record Keeper shall report to the Committee at such times and in such manner as the Committee shall request concerning the operation of the Plan.

3.4 Actions; Indemnification. The members of the Board of Directors, the Committee, the Administrative Record Keeper, the members of the Deferred Compensation Tax Compliance Committee, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee shall not be liable for any actions or failure to act with respect to the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The Company shall indemnify and hold harmless, to the fullest extent permitted by law, the Board of Directors (and each member thereof), the Committee (and each member thereof), the Deferred Compensation Tax Compliance Committee (and each member thereof), the Administrative Record Keeper, the members of any other committee and any director, officer or employee of the Company to whom responsibilities are delegated by the Committee from and against any liabilities, damages, costs and expenses (including attorneys’ fees and amounts paid in settlement of any claims approved by the Company) incurred by or asserted against it or him by reason of its or his duties performed in connection with the administration or interpretation of the Plan, unless such person acted in bad faith or engaged in fraud or willful misconduct. The indemnification, exculpation and liability limitations of this Section 3.4 shall apply to the Administrative Record Keeper only to the extent that the Administrative Record Keeper is or was a director, officer or employee of the Company.

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ARTICLE 4 ELIGIBILITY FOR PARTICIPATION

4.1 Continuing Participants. Any individual who was a Participant in the Plan prior to January 1, 2005 shall continue to be a Participant on January 1, 2005.

4.2 New Participants. An employee of the Company who does not become a Participant in the Plan in accordance with Section 4.1 shall commence participation in the Plan as of the first day of the first month following the date on which such employee becomes an Eligible Employee. Eligible Employees shall not accrue any Plan Benefit prior to their commencement of participation in the Plan; provided that when participation commences a Participant’s accrued Plan Benefit shall be calculated as of the later of the date the Participant was first employed by the Company and the date the Participant reached age 21.

ARTICLE 5 BENEFIT FORMULA AND VESTING

5.1 Plan Benefit Formula. The annual amount of the Plan Benefit payable to a Participant who has a Separation from Service on or after his Normal Retirement Date shall be determined under the following formula:

(a) An annual accrued benefit equal to:

(i) Two percent (2%) of the Participant’s Final Average Pension Earnings multiplied by the Participant’s Years of Credited Service (up to 30 years), minus

(ii)  ¹/60 of the Participant’s Social Security Benefit multiplied by the Participant’s years of Credited Service (up to 30 years).

Less

(b) the Offset, if any.

For purposes of determining a Participant’s Plan Benefit under this Section 5.1 of the Plan, such Participant’s years of Credited Service before age 21, if any, shall not be taken into account.

5.2 Payment Prior to Normal Retirement. If the Payment Date for a Participant’s Plan Benefit is prior to the Participant’s Normal Retirement Date, then the amount of the benefit determined under Section 5.1(a) shall be reduced for early commencement by the applicable Early Commencement Factors set forth in Appendix A.

5.3 Vesting. Anything in the Plan to the contrary notwithstanding, no Plan Benefit shall be payable to a Participant under the Plan unless the Participant has either (i) completed five Years of Vesting Service or (ii) is at least age 65 as of the Participant’s Separation from Service.

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ARTICLE 6 PAYMENTS AND DISTRIBUTIONS

6.1 Payment Elections for Plan Benefits.

(a) Transition Election. An individual who is a Participant prior to November 1, 2008 may make, by no later than December 31, 2008, a Transition Election with respect to his Plan Benefit; provided, however, that such election shall apply solely to the amount that would not otherwise be payable to him in 2008 and shall not cause any amounts to be paid to him in 2008 that would not otherwise be payable to him in 2008.

(b) In General. Except as provided in Section 6.1(a), a Participant, other than a Participant who is a Non-U.S. Person, shall receive his Plan Benefit on the Normal Payment Date and in the Default Payment Form. Such Participant shall not be permitted to make a Payment Election; provided, however, that such Participant shall be permitted to make a redeferral election in accordance with Article 8.

(c) Non-U.S. Persons. A Participant who is a Non-U.S. Person shall receive his Plan Benefit in the Default Payment Form unless he makes an election to receive his Plan Benefit in one of the available alternative forms of payment described in Section 6.2(a) prior to the date of, or in connection with, the Participant’s Separation from Service. The payment of the Plan Benefit of a Participant who is a Non-U.S. Person shall commence on his applicable Normal Payment Date unless he specifies an Elected Payment Date at the same time he elects a Payment Form; provided, however, that an Elected Payment Date for an annuity shall not be earlier than the first day of the month coincident with or next following the month in which such Participant attains age 55 and shall not be later than his Normal Retirement Date (or, if later, the first day of the month following the month in which occurs the Participant’s Separation from Service). The Lump-Sum Option shall be paid on the Normal Payment Date.

(d) Rehire. Notwithstanding the foregoing provisions of Section 6.1, subject to a Participant’s right to make a Transition Election, a Participant (other than a Non-U.S. Person) who is rehired by the Company or otherwise again becomes a Participant after accruing a Plan Benefit under the Plan or a benefit under any other Company Non-Account Plan shall not be entitled to make a Payment Election. In the event such a Participant (other than a Non-U.S. Person) previously had a Separation from Service with the Company, payment of his Plan Benefit accrued prior to such Separation from Service shall not be suspended or otherwise delayed and any additional Plan Benefit accrued by such a Participant shall be paid in the Default Payment Form on the Normal Payment Date. In the event such Participant did not incur a Separation from Service, the additional benefit accrued by the Participant shall be distributed on the Payment Date and in the Payment Form applicable to the Plan Benefit previously accrued by the Participant.

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(e) Modifying a Payment Form. A Participant who will receive his Plan Benefit in the Default Payment Form or who elects to receive his Plan Benefit in an annuity Payment Form described in Section 6.2(a)(i) or (ii) may, at any time prior to the Payment Date for such Plan Benefit, elect to have his Plan Benefit paid in another annuity Payment Form described in Section 6.2(a)(i) or (ii) that is the actuarial equivalent of the original annuity elected by the Participant. For this purpose, actuarial equivalence shall be determined in accordance with Section 6.2(b). A Participant who elects to have his Plan Benefit paid in the form of a Ten-Year Certain and Life Option, Guaranteed Death Benefit Option or Lump-Sum Option shall not be permitted to change their Payment Form.

6.2 Available Forms of Payment.

(a) Forms of Payment. A Participant’s Plan Benefit may be paid in the following forms of payment:

(i) “Single Life Annuity” means a Participant’s Plan Benefit, payable as an annuity in equal monthly installments over the life of the Participant, commencing as of the Payment Date and terminating in the month in which the Participant dies, with no further payments thereafter.

(ii) “25, 50, 75 or 100% Joint and Survivor Annuity” means a Participant’s actuarially reduced Plan Benefit payable as an annuity in equal monthly installments over the life of the Participant, commencing as of the Payment Date and terminating in the month in which the Participant dies, with a survivor contingent annuity for the life of the Participant’s surviving contingent annuitant, commencing in the month following the month in which the Participant died and terminating in the month in which the Participant’s surviving contingent annuitant dies, which is either 25%, 50%, 75% or 100% of the monthly payment to the Participant, as elected by the Participant. Following such contingent annuitant’s death, no further payments shall be made.

(iii) “Ten Year Certain and Life Option” means a Participant’s actuarially reduced Plan Benefit payable in monthly installments over the life of the Participant, commencing as of the Payment Date, with a guarantee that if the Participant dies within 120 months (i.e., ten years) of the applicable Payment Date, such reduced Plan Benefit shall be paid to the Participant’s Beneficiary for the balance of the 120-month (i.e., ten-year) guaranteed period in the month following the month in which the date of the Participant’s death occurs, or, upon the Participant’s death, if the Participant’s Beneficiary so elects with respect to the Plan Benefit, the commuted value of the remaining payments shall be paid to such Beneficiary in a lump-sum amount. If the Participant survives the 120-month (i.e., ten-year) guaranteed period, he shall continue to receive the actuarially reduced Plan Benefit through the month in which the Participant dies.

(iv) “Guaranteed Death Benefit Option” means a Participant’s actuarially reduced lifetime monthly Plan Benefit commencing as of the Payment Date, in return for a death benefit guarantee. If the Participant dies on or after the Payment Date, the Participant’s Beneficiary shall receive the excess, if any, of the initial death

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benefit (defined in a manner consistent with the terms of the comparable payment option set forth in the Retirement Plan) over the aggregate Plan Benefit payments made to the Participant after the payment date and prior to the date of the Participant’s death.

(v) “Lump-Sum Option” means the Actuarial Equivalent of a Participant’s Plan Benefit payable in a cash lump-sum on the Normal Payment Date.

(b) Actuarial Equivalence. The actuarial equivalence of forms of payment in Sections 6.2(a)(i) through (iv) above of a Plan Benefit shall be determined in accordance with the factors and assumptions specified in the Retirement Plan (or such other factors or assumptions specified from time to time by the Committee) in a manner which is intended to result in Section 409A compliance.

6.3 Six-Month Delay in Commencement of Plan Benefits. Notwithstanding anything herein to the contrary, effective for Separations from Service (other than by reason of death) occurring on or after January 1, 2005, if a Participant (other than a Participant who is a Non-U.S. Person) is at the time of his Separation from Service (other than by reason of death) a Key Employee, then, any amounts payable to such Participant under the Plan with respect to his Plan Benefit during the period beginning on the date of the Participant’s Separation from Service and ending on the six-month anniversary of such date (the “Delayed Payment Amount”) shall be delayed and not paid to the Participant until the first Business Day of the month following such six-month anniversary date, at which time such delayed amounts shall be paid to such Participant in a lump-sum. If payment of an amount is delayed as a result of this Section 6.3, such amount shall be increased with interest from the date on which such amount would otherwise have been paid to the Participant but for this Section 6.3 to the day immediately prior to the date the Delayed Payment Amount is paid. Interest on the Delayed Payment Amount shall be credited on a quarterly basis based upon the interest rate being used to determine lump-sum payments under the Retirement Plan for each such quarter. If a Participant dies on or after the date of the Participant’s Separation from Service and prior to payment of the Delayed Payment Amount, any amount so delayed pursuant to this Section 6.3 shall be paid to the Participant’s joint annuitant (if the benefit form elected by the Participant is a joint annuity) or, if there is no joint annuitant, the Participant’s Beneficiary, as applicable, together with any interest credited thereon, on the first day of the month following the date of such Participant’s death.

ARTICLE 7 DEATH BENEFITS

7.1 No Vesting Solely as a Result of Death. No survivor or death benefit shall be payable to any person under this Article 7 in respect of a Participant unless the Participant had a Vested Plan Benefit on the date of the Participant’s death (or, if earlier, the date of the Participant’s Separation from Service). If a death benefit is payable under this Article 7, no other amounts shall be payable in respect of a Participant under the Plan, and the default payment rules and any prior Payment Elections made by the Participants shall be disregarded.

7.2 Death on or After Payment Date. If a Participant dies on or after his Payment Date, (i) no survivor or death benefit shall be payable under this Article 7, (ii) any

11

survivor or death benefits payable under the Plan shall be based solely upon the Payment Form applicable to the Participant, and (iii) no survivor or death benefits shall be payable under the Plan if the applicable Payment Form (e.g., a Single Life Annuity) does not contemplate the payment of any survivor or death benefits.

7.3 Death on or After Attaining Age 55 and Prior to Payment Date. If a Participant with a Vested Plan Benefit dies on or after attaining age 55 and prior to the Participant’s Payment Date, the Participant’s Surviving Spouse, if any, shall be eligible for a survivor annuity under the Plan calculated under Article 5 (and reduced for early commencement in accordance with the applicable Early Commencement Factor from Appendix A) as if (i) the Participant had elected a 50% Joint and Survivor Annuity commencing immediately prior to the date of the Participant’s death and (ii) the Participant died immediately following the commencement of such annuity. The survivor annuity contemplated by this Section 7.3 shall commence in the month following the month in which the Participant died and shall terminate in the month in which the Surviving Spouse dies.

7.4 Death Prior to Attaining Age 55 and Prior to Payment Date. If a Participant with a Vested Plan Benefit dies prior to attaining age 55 and prior to the Participant’s Payment Date, the Participant’s Surviving Spouse, if any, shall be eligible for a survivor annuity under the Plan calculated under Article 5 (and reduced for early commencement in accordance with the applicable Early Commencement Factor from Appendix A) as if (i) the Participant incurred a Separation from Service on the date of death or, if earlier, on the date of Separation from Service, (ii) the Participant survived until age 55, (iii) the Participant incurred a Separation from Service having elected a 50% Joint and Survivor Annuity commencing in the month following the month in which the Participant attained age 55, and (iv) the Participant died on the day after attaining age 55. The survivor annuity contemplated by this Section 7.4 shall commence in the month following the month in which the Participant would have attained age 55 and shall terminate in the month in which the Surviving Spouse dies.

7.5 Rules of Application. The provisions of this Section 7.5 shall apply to a Participant described in Section 7.3 or Section 7.4 who, at the time of death while employed by the Company, is not survived by a Surviving Spouse:

(a) For purposes of calculating the amount of the death benefit under Section 7.3 or Section 7.4, as applicable, the Participant shall be deemed to have been survived by a Surviving Spouse of the opposite gender with a date of birth that is the same as the date of birth of the Participant.

(b) The actuarial equivalent (determined in accordance with Section 6.2(b)) of the benefit described in Section 7.3 or Section 7.4, as applicable, shall be paid to the estate of the Participant on the tenth day of the month following the month in which the Participant’s date of death occurs.

(c) Any survivor benefit provided by this Section 7.5 shall be payable only in a lump-sum and not in any other form of payment.

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ARTICLE 8 REDEFERRALS

8.1 Redeferrals of the Plan Benefit. A Participant (other than a Non-U.S. Person) shall have a single opportunity prior to his Separation from Service to redefer his Plan Benefit, provided that he elects a Payment Form that is different from the Payment Form in which his Plan Benefit would have been payable at the time of such redeferral. A Plan Benefit payable in the form of an annuity shall be treated as a “single” payment.

8.2 Redeferrals. Subject to Section 8.3, an election to redefer shall be subject to the following requirements:

(a) The election must be made and become irrevocable (other than in the case of the death of the Participant) at least one year prior to the original Elected Payment Date;

(b) The election shall not become effective for at least one year after the election is made; and

(c) The Elected Payment Date may only be the fifth anniversary of the Payment Date in effect immediately prior to such redeferral.

8.3 Limitations on Redeferrals. Notwithstanding the foregoing provisions of this Article 8, no Participant shall be permitted to redefer his Plan Benefit following his Separation from Service.

ARTICLE 9 AMENDMENT AND TERMINATION

9.1 Amendment and Termination. The Plan may be amended or terminated at any time, by the Board of Directors or the Committee; provided, however, that no amendment or termination may reduce the amount of a Participant’s Plan Benefit as of the date of the amendment or termination without the Participant’s written consent; and provided, further that a Participant’s Plan Benefit shall not be deemed to be reduced because the amount of the Plan Benefit is reduced as a result of an increase in the amount of the Offset. Upon termination of the Plan, payment of a Participant’s Plan Benefit shall be made on the Payment Date and in the Payment Form applicable to the Participant unless the Board of Directors or the Committee, in its discretion, determines to accelerate payment and such acceleration may be effected in a manner that will not result in the imposition on any Participant of additional tax or penalties under Section 409A (“Section 409A Compliance”).

9.2 409A Benefit Amendments. Notwithstanding any provision in the Plan to the contrary, with respect to a Participant’s Plan Benefit, the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee shall have the independent right, prospectively and/or retroactively, to amend or modify the Plan in accordance with Section 409A, in each case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee

13

deems such action to be necessary or advisable to address regulatory or other changes or developments that affect the terms of the Plan with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under this Section 9.2 shall be final, conclusive and binding on all persons.

ARTICLE 10 MISCELLANEOUS AND GOVERNANCE

10.1 No Effect on Employment Rights. Nothing contained herein shall be construed as a contract of employment with any person. The Plan and its establishment shall not confer upon any person the right to be retained in the service of the Company or limit the right of the Company to discharge or otherwise deal with any person without regard to the existence of the Plan.

10.2 Currency. The Plan Benefit shall be accrued in U.S. dollars in accordance with the provisions of Article 5 but shall be payable in the currency of the country in which the Participant resides at the time the Plan Benefit is paid. The amount of the payment shall be determined by converting the U.S. dollar amount of the payment that would have been made on the applicable Payment Date if the Participant resided in the United States to the currency of the country in which the Participant resides using at the rates of currency exchange reported in the Wall Street Journal immediately preceding the Payment Date.

10.3 Funding. The Plan at all times shall be entirely unfunded, and no provision shall at any time be made with respect to segregating any assets of the Company for payment of any benefits hereunder. No Participant, Surviving Spouse, Beneficiary or other person shall have any interest in any particular assets of the Company by reason of a right to receive a benefit under the Plan, and any such Participant, Surviving Spouse, Beneficiary or other person shall have the rights of a general unsecured creditor of the Company with respect to any rights under the Plan. Notwithstanding the foregoing, the Committee or the Board of Directors, in its discretion, may establish a grantor trust to fund benefits payable under the Plan and administrative costs relating to the Plan. The assets of said trust shall be held separate and apart from other Company funds and shall be used exclusively for the purposes set forth in the Plan and the applicable trust agreement, subject to the following conditions:

(i) the creation of said trust shall not cause the Plan to be other than “unfunded” for purposes of ERISA;

(ii) the Company shall be treated as the “grantor” of said trust for purposes of Sections 671 and 677 of the Code; and

(iii) said trust agreement shall provide that the trust fund assets may be used to satisfy claims of the Company’s general creditors.

10.4 Anti-assignment. To the maximum extent permitted by law, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer,

14

assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void, nor shall any such benefit be in any manner liable for or subject to garnishment, attachment, execution or levy, or liable for or subject to the debts, contracts, liabilities, engagements or torts of the Participant.

10.5 Taxes. The Company shall have the right to pay any required employment, income or withholding taxes from a Participant’s Plan Benefit.

10.6 Construction. The Plan is intended to satisfy the requirements of Section 409A with respect to amounts subject thereto and shall be interpreted and construed accordingly. Whenever the terms of the Plan or of a Payment Election require the payment of an amount by a specified date, the Company shall use reasonable efforts to make or commence the payment by that date. The Company shall not be (i) liable to the Participant or any other person if such payment or payment commencement is delayed for administrative or other reasons to a date that is later than the date so specified by the Plan or the Payment Election or (ii) required to pay interest or any other amount in respect of such delayed payment except to the extent specifically contemplated by the terms of the Plan.

10.7 Incapacity of Participant. In the event a Participant or Surviving Spouse is declared incompetent and a conservator or other person legally charged with the care of his person or his estate is appointed, any benefits under the Plan to which such Participant or Surviving Spouse is entitled shall be paid to such conservator or other person legally charged with the care of his person or estate.

10.8 Severability. In the event that one or more provisions of the Plan shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of the Plan shall not be affected thereby.

10.9 Governing Law. The Plan is established under and shall be governed and construed in accordance with the laws of the State of New Jersey.

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Appendix A

EARLY COMMENCEMENT FACTORS

Subsidized Early Commencement Factor the Plan Benefit Participant whose Separation from Service occurs on or after attaining age 55 and completing ten or more Years of Vesting Service:

• 1.00 less  ¹/4% for each month by which the Payment Date precedes the Normal Retirement Date.

Unsubsidized Early Commencement Factor (used for all other purposes):

• The actuarially equivalent factor applicable to the accrued benefit of a terminated vested participant under the Retirement Plan.

A-1

EX-10.69

Exhibit 10.69

Wyeth

2009 CASH LONG-TERM INCENTIVE PLAN

Section 1. Purpose. The purpose of this Wyeth 2009 Cash Long-Term Incentive Plan is to promote the interests of Wyeth and its stockholders by retaining and motivating exceptional executives and other key employees of the Company.

Section 2. Definitions. All capitalized terms used in the Plan shall have the meanings set forth in Schedule A attached hereto.

Section 3. Administration of the Plan. Subject to applicable law, and in addition to other express powers and authorizations conferred on the Board by the Plan, the Committee (or its designee or delegatee) shall have full power and authority to: (i) designate Participants; (ii) determine the terms and conditions of any Award consistent with the provisions of the Plan; (iii) establish, amend, suspend, terminate or waive any terms or conditions of an Award, without the Participant’s consent, consistent with the provisions of the Plan; (iv) determine whether, to what extent, and under what circumstances and method(s) Awards may be settled, exercised, canceled, forfeited, or suspended; (v) appoint such agents and make such delegations as it shall deem appropriate for the proper administration of the Plan; and (vi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. In addition, the Committee shall administer and oversee the daily operations of the Plan and shall have full power and authority to interpret, reconcile any inconsistency, correct any default and/or supply any omission in the Plan and any instrument or agreement relating to, or Award made under, the Plan and fulfill any other responsibilities as may otherwise be set forth in the Plan. Unless otherwise expressly provided in the Plan, all determinations and other decisions under or with respect to the Plan or any Award made by the Committee shall be final, conclusive, and binding upon all Persons, including the Company (and any successor thereto), any Participant, any beneficiary of any Participant and any employee of the Company charged with implementing any such determinations or decisions. No member of the Board or the Committee (or any designee or delegatee thereto) shall be personally liable for any action or determination made in good faith with respect to the Plan or any Award hereunder. Notwithstanding anything set forth in this Section 3 or otherwise in the Plan to the contrary, on and after the Closing Date, in no event shall the Committee or the Board of the Company take any action that would reasonably be expected to impair any of the rights of a Participant under the Plan or any Award Letter, without such Participant’s prior written consent. All references to “the Committee” herein shall be deemed to refer to any designee or delegatee.

Section 4. Award Maximum. A maximum of $300 million in Awards shall be granted under the Plan. The amount of each individual Award to be granted shall be referenced in an Award Letter. In the event that all or any portion of an Award is forfeited prior to the Closing Date, the amount potentially receivable under such forfeited Award (or portion thereof) may, from time to time, prior to the Closing Date be reallocated to existing Participants or newly allocated to new Participants, solely at the discretion of the Committee.

Section 5. Awards

(a) Grant and Form of Awards. From time to time prior to the Closing Date, the Committee in its discretion may make Awards to Participants under the Plan, which shall be evidenced by Award Letters that shall be delivered to the Participants. All Awards shall be denominated in U.S. dollars and payable in cash.

(b) Vesting of Awards. Except as otherwise provided in Sections 5(c) and (d) hereof, a Participant shall become immediately vested as to 100% of the amount of the Award set forth in the related Award Letter on the Vesting Date, subject to the Participant’s continued employment with the Company through the Vesting Date.

(c) Effect of Termination of Employment. Immediately upon a Participant’s separation from service due to such Participant’s (i) involuntary termination of employment by the Company without Cause on or following the Closing Date, but prior to the Vesting Date, (ii) resignation for Good Reason on or following the Closing Date, but prior to the Vesting Date, (iii) death, or (iv) Disability, the Participant (or his or her estate or personal representative, as applicable) shall become immediately vested as to 100% of the amount of the Award set forth in the related Award Letter. In case of a Participant’s termination of employment with the Company prior to the Vesting Date for a reason other than as set forth in the preceding sentence, the Award shall be immediately forfeited without consideration. The Committee shall have the exclusive discretion to determine when a Participant is no longer employed for purposes of the Award.

(d) Effect of a Change in Control. Immediately upon the consummation of a Change in Control that occurs after December 31, 2009, but prior to the Vesting Date, involving a Person unrelated to Parent (as defined in the definition of Closing Date contained in Schedule A), the Participant shall become immediately vested as to 100% of the amount of the Award set forth in the related Award Letter, subject to the Participant’s continued employment with the Company as of the consummation of the Change in Control.

(e) Payment of Awards. All Awards that become vested under Section 5(b) above shall be paid in a lump sum as promptly as practicable after the Vesting Date (but in no event later than ten (10) Business Days after the Vesting Date). All Awards that become vested under Section 5(c) above shall be paid in a lump sum as promptly as practicable after the date of the Participant’s termination of employment (but in no event later than ten (10) Business Days after such termination). All Awards that become vested under Section 5(d) above shall be paid in a lump sum as promptly as practicable after the consummation of the Change in Control (but in no event later than ten (10) Business Days after such Change in Control). With respect to any Participant who resides outside of the United States, the amount of Awards payable first will be calculated in U.S. dollars in accordance with the provisions of the Plan, and then converted, on the date such Award is to be paid, using the exchange rate in effect on such date (determined in accordance with Company policy), into the currency in which any such Participant then receives payment of his or her salary or wages from the Company, which amount shall then be paid to the Participant in full satisfaction of the Award.

(f) Tax Code Compliance. In the event that it is reasonably determined by the Committee that, as a result of Section 409A of the Code or any other enactment or applicable law, payments under the Plan may not be made at the time contemplated by the terms of the Plan without causing the Participant to be subject to taxation under Section 409A of the Code or any other enactment or applicable law, the Company will make such payment on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code or other enactment; which, if the Participant is a Specified Employee, shall be the first day following the six-month period beginning on the date of the Participant’s “separation from service” (as determined in accordance with Section 409A of the Code). Notwithstanding anything herein to the contrary, if the Participant dies following his or her separation from service but prior to the six (6) month anniversary of his or her separation from service, then any payment delayed in accordance with this paragraph will be payable in a lump sum as promptly as practicable after the Participant’s death (but in no event later than ten (10) Business Days after the Participant’s death). The Company shall have no liability to any Participant for any failure to comply with Section 409A of the Code or any other enactment or applicable law hereunder.

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Section 6. General Provisions.

(a) Nontransferability. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company.

(b) No Rights to Awards. The Plan is discretionary in nature; any Award payable under the Plan is voluntary and occasional and no Participant or other Person shall have any claim to be granted any Award or benefits in lieu of an Award. Subject to applicable law, there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards.

(c) No Inclusion in Calculation of Compensation or Benefits. Subject to applicable law, the Award and any payments in respect of the Award will not be taken into account for purposes of determining any benefits under any benefit plan of the Company, including, without limitation, pension, retirement, severance, deferred compensation or annual compensation calculations, or for any notice payment or payment in lieu of notice. The Company shall have no obligation to make any future grants of Awards under the Plan or otherwise to make any future Awards under the Plan as part of a Participant’s annual compensation.

(d) Withholding. A Participant may be required to pay to the Company, and the Company shall have the right and is hereby authorized to withhold from any payment due under any Award or from any compensation or other amount owing to a Participant by the Company, the amount of Tax-Related Items in respect of an Award or any payment or under an Award, and the Company is further authorized to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such Tax-Related Items.

(e) No Right to Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or in any consulting relationship to, the Company. Further, the Company may dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Letter or as required under applicable law. Nothing in this Plan shall constitute an employment agreement between a Participant and the Company.

(f) No Advice Regarding Awards. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding a Participant’s participation in the Plan. Participants are advised to consult with their own personal tax, legal and financial advisors regarding their participation in the Plan.

(g) Governing Law. The validity, construction, and effect of the Plan and any Award Letter shall be determined in accordance with the laws of the State of New Jersey, without regard to conflict of laws provisions thereof and except as otherwise prohibited by public policy of the jurisdiction in which the Participant provides services.

(h) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

3

(i) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company.

(j) Joint and Several Liability. The Company shall be jointly and severally liable with respect to the obligations to make all payments to Participants under the Plan.

(k) Recoupment Policy. To the extent the Participant is serving, or has served at any time during his or her employment, as a Senior Executive (as such term is defined in the Recoupment Policy), such Participant’s Award shall be subject to the Recoupment Policy.

Section 7. Effective Date, Amendment, Termination and Expiration of Plan and Termination of Awards. The Plan shall be effective on the date of its approval by the Committee and ratification by the Board. Upon such approval and ratification, the Plan shall remain in effect and shall not terminate until the date on which the Company delivers final payment of all outstanding Awards granted to all Participants and that become vested in accordance with the terms hereof. After the Closing Date or a Change in Control, the Company may not, without the Participant’s written consent, amend or terminate the Plan in any way that (i) prevents the Participant from becoming eligible for his or her Award under the Plan or (ii) reduces the amount of the Awards payable, or potentially payable, to the Participant under the Plan.

Section 8. Assumption by Successor. Any successor to Wyeth of all or substantially all Wyeth’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise), will assume the obligations under the Plan and be obligated to satisfy the obligations under the Plan in the same manner and to the same extent as Wyeth would be required to perform for such obligations in the absence of such a succession. For all purposes under the Plan, the term “Wyeth” will include any successors to Wyeth’s business and/or assets which become bound to the terms of the Plan by operation of law, or otherwise.

Section 9. Right under the Plan. This Section 9 of the Plan will survive the consummation of a Change of Control and the Closing Date. The Plan is intended to benefit, and may be enforced by, the Participant and his or her respective heirs, representatives, successors and permitted assigns with respect to his or her Award, and will be binding on all successors and assigns of Wyeth.

Section 10. Entire Agreement. The Plan and the corresponding Award Letter for each Participant constitute the entire understanding and agreement with respect to the subject matter contained herein, and there are no agreements, understandings, restrictions, representations or warranties among any Participant and the Company other than those set forth or provided herein and the Award Letter.

4

Schedule A

Definitions

“Affiliate” shall mean, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Award” shall mean the grant of a long-term incentive award in an amount set forth in each Participant’s Award Letter.

“Award Letter” shall mean a letter from the Company to a Participant evidencing an Award, which shall specify the terms and conditions of the Award (including the U.S. dollar amount thereof) and any rules applicable thereto, as may be determined by the Committee, and which shall be subject to the provisions of the Plan.

“Board” shall mean the board of directors of Wyeth and any successors thereof.

“Business Day” shall mean any day other than a Saturday or Sunday or any day on which the Federal Reserve Bank of New York is closed or any day on which banks in the city of New York are required to close.

“Cause” shall mean “Cause” as defined in any change-in-control severance agreement in effect between a Participant and the Company or in any Company severance plan under which the Participant participates, at the time of determination or, if not defined therein or if there shall be no such agreement or plan, “Cause” shall mean a Participant’s deliberate or willful non-performance; conduct detrimental to the Company’s interest; theft; lying; insubordination; violation of safety rules; disclosure of confidential information about the Company; assisting in any way any person or entity that competes with the Company; conviction of a felony; deliberate violation of Company policies, including, but not limited to, the policy regarding conduct in the workplace and the Company Code of Conduct; gross negligence; fraud, or willful misconduct.

“Change in Control” shall be deemed to occur if (i) any Person other than a Permitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Securities Exchange Act of 1934, as amended), directly or indirectly, of 50% or more of either the outstanding shares of common stock or the combined voting power of Wyeth’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the election or the nomination for election by Wyeth’s stockholders of each new director was approved by a vote of at least three quarters of the directors then still in office who were directors at the beginning of the period or (iii) Wyeth undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of Wyeth. No merger, consolidation or corporate reorganization in which the owners of the combined voting power of Wyeth’s then outstanding voting securities entitled to vote generally prior to said combination own 50% or more of the resulting entity’s outstanding voting securities shall, by itself, be considered a Change in Control. Notwithstanding the foregoing, a Change in Control shall not be deemed to have occurred unless such event also constitutes a “change in ownership or effective control” within the meaning of Section 409A of the Code. As used herein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the Company and (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any such controlled

5

entity. Notwithstanding anything herein to the contrary, in no event shall the consummation of the Merger (as defined in the definition of Closing Date contained in this Schedule A) constitute a Change in Control.

“Closing Date” shall mean the date on which the merger contemplated under the Agreement and Plan of Merger, dated as of January 25, 2009, among Pfizer Inc., a Delaware corporation (“Parent”), Wagner Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Parent, and the Company (as such agreement may be amended from time to time) is consummated (the “Merger”).

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended from time to time, and any applicable rulings and regulations promulgated thereunder.

“Committee” shall mean the Compensation and Benefits Committee of the Board (or any other committee of the Board designated by the Board to administer the Plan).

“Company” shall mean Wyeth and/or its Affiliates, together with any successors thereto.

“Disability” shall mean “Disability” as defined in any change-in-control severance agreement in effect between a Participant and the Company at the time of determination or, if not defined therein or if there shall be no such agreement, then “Disability” shall mean disability for purposes of (i) a long-term disability plan maintained by the Company in which the Participant participates at the time of determination or (ii) Social Security Disability Insurance (SSDI), as determined by the Social Security Administration; provided, however, that if the Participant resides in a jurisdiction outside of the United States, the definition of Disability shall have the same meaning as such term is generally defined under the laws of the applicable jurisdiction, or, if no such law exists, under the applicable employment policy of the Participant’s employer in such jurisdiction.

“Good Reason” shall mean “Good Reason” as defined in any change-in-control severance agreement in effect between a Participant and the Company or in any Company severance plan under which the Participant participates, at the time of determination or, if not defined therein or if there shall be no such agreement or plan, “Good Reason” shall mean the occurrence, without the Participant’s express written consent, of any of the following circumstances: (i) a reduction by the Company in the Participant’s base salary or wages from that in effect immediately prior to the Closing Date or as the same may be increased from time to time; or (ii) the relocation of the Participant’s principal place of business to a location that increases the Participant’s commute from his or her primary residence to such place of business by more than thirty-five (35) miles, compared to the Participant’s commute from his or her primary residence to the Participant’s principal place of business as in effect immediately prior to the Closing Date; provided, that in either instance of (i) or (ii) above, notice thereof is delivered in writing to the Committee within ninety (90) days following the Participant’s actual knowledge of the circumstances constituting Good Reason and the Company has failed to remedy such circumstances within thirty (30) days of receipt of such written notice.

“Participant” shall mean any officer or key employee of the Company selected by the Committee to receive an Award under the Plan.

“Person” shall mean an individual, partnership, corporation, business trust, joint stock company, limited liability company, unincorporated association, joint venture or other entity of whatever nature.

“Plan” shall mean this Wyeth 2009 Cash Long-Term Incentive Plan, as it may be amended from time to time.

6

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

“Specified Employee” shall mean (a) prior to the Closing Date, (i) each “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12-month period ending on December 31st of a calendar year and (ii) to the extent not otherwise included in clause (i) hereof, each of the top 100 paid individuals (based on taxable wages for purposes of Section 3401(a) of the Code as reported in Box 1 of Form W-2 for the 12-month period ending on December 31st 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, cafeteria plan or qualified transportation benefits) who performed services for the Company at any time during the 12-month period ending on December 31st of such calendar year and (b) on and after the Closing Date, each “specified employee” as determined in accordance with the provisions of Treasury Regulation Section 1.409A-1(i)(6)(i). For purposes of clause (a) above, a Participant shall be treated as a Specified Employee for the 12-month period beginning on April 1st of the calendar year following the calendar year for which the determination under clause (i) or (ii) of this definition is made.

“Tax-Related Items” shall mean any applicable U.S. federal, state, local or foreign withholding tax obligations (including income tax, social insurance contributions, payment on account and any other withholding taxes that may be due).

“Vesting Date” shall mean the third anniversary of the grant date (as set forth in the Participant’s Award Letter).

7

EX-10.70

Exhibit 10.70

[Form of U.S. Award Letter –Letterhead]

Grant Date:             

Award Amount: $             (USD)

[Name]

[Address]

Dear [Name]:

Wyeth considers it essential to continue to provide long-term incentives for key personnel of Wyeth to remain employed with Wyeth and focused on achieving a high level of performance. To this end, in order to provide you with sufficient long-term incentives to continue to use your best efforts to perform your duties and responsibilities diligently and in the best interests of Wyeth and Wyeth’s stockholders, Wyeth has elected to establish the Wyeth 2009 Cash Long-Term Incentive Plan. All capitalized terms not defined in this letter are defined in the Plan document (a copy of which can be found at http://insidewyeth.com/WyethLTInformation).

I am pleased to inform you that you have been selected as a Participant in the Plan. This letter constitutes your Award Letter under the Plan. Subject in all instances to the terms and conditions of the Plan, you and Wyeth agree to the following:

1. Grant Date. You are hereby granted this Award on the Grant Date specified above.

2. Award Opportunity. The grant of this Award provides you with the opportunity to earn a payment equal to the Award Amount (specified above), pursuant to the terms of Section 5 of the Plan. If you reside outside of the United States, the amount of your Award payable will be converted, on the date such Award is to be paid, using the exchange rate in effect on such date, as determined by the Company in its sole discretion, into the currency in which you receive payment of your salary or wages from the Company.

3. Vesting and Payment of Award. Subject to Sections 5(c) and (d) of the Plan, your Award will become immediately vested as to 100% of the Award Amount on the third anniversary of the Grant Date, subject to your continued employment with the Company through such date. In general, subject to Section 5(e) of the Plan, your Award will be paid in a lump sum as promptly as practicable after the date the Award vests (but in no event later than ten (10) Business Days after such date). For the avoidance of doubt, your Award will not become immediately vested upon any voluntary resignation by you due to your retirement with the Company.

4. Amendment. The terms of this Award Letter may not be amended, modified or terminated other than by a written agreement executed by the parties hereto (or their respective successors). The laws of the State of New Jersey will govern this Award Letter, without reference to the principles of conflict of laws.

Very truly yours,

ROBERT E. LANDRY, JR., TREASURER

On behalf of Wyeth

EX-10.71

Exhibit 10.71

December 19, 2008

Mr. Charles A. Portwood

Executive Vice President

TO&PS Operational Excellence

Wyeth

500 Arcola Road

Collegeville, PA 19426

Dear Charlie:

We are pleased to confirm your new position with Wyeth as Executive Vice President, TO&PS Operational Excellence, effective November 20, 2008. We would also like to take this opportunity to confirm that you are still entitled to severance of two years’ base salary in the event that your employment is terminated by Wyeth for reasons other than gross misconduct, theft, or conviction of a felony, as set forth in your offer letter dated October 5, 2001, subject to the changes set forth below (any severance to be paid in connection with a change of control shall be governed by the Change of Control Agreement entered into by and between you and Wyeth).

In the event that your employment is terminated by Wyeth for reasons other than gross misconduct, theft, or conviction of a felony then, in exchange for executing a general release of all claims (in substantially the form prescribed by the Company) within forty-five days following your separation from service from Wyeth and not revoking such release, you will be eligible for severance equal to two years’ base salary. The severance will be paid to you in twenty-four equal monthly installments commencing on the first regularly scheduled payroll date of the third full month following the month in which you separated from service (e.g., if you terminate on September 15, payments will begin with the first payroll date in December). However, if you are a “Specified Employee” (as determined by the Company in accordance with Treasury Regulation 1.409A-1(i)), no severance payments will be made until the first regularly scheduled payroll date of the seventh month following your separation from service and on such payroll date you will receive a payment equal to 7/24ths of your severance. The balance of your severance will be paid in equal portions monthly thereafter.

Please indicate your agreement with the above terms by signing and dating this letter in the space provided below, and returning this document to me by no later than 5 p.m. EST on December 31, 2008.

Sincerely,

/s/ Denise M. Peppard                                                 

Denise M. Peppard

Senior Vice President

Human Resources

Accepted: /s/ Charles A. Portwood                             Date: December 22, 2008                                        

Charles A. Portwood

EX-12

Exhibit 12

Wyeth

Computation of Ratio of Earnings to Fixed Charges

(In thousands except ratio amounts)

	Year Ended December 31,
	2008		2007		2006			2005			2004
Earnings (Loss):
Income (loss) from continuing operations before income taxes	$	6,338,087	$	6,456,682	$	5,429,904		$	4,780,589		$	(129,847	)
Add:
Fixed charges		621,640		754,290		625,513			461,431			360,805
Minority interests		20,481		23,277		29,769			26,492			27,867
Amortization of capitalized interest		32,485		24,240		22,465			21,356			9,350
Less:
Equity income (loss)		649		130		(317	)		(104	)		(524	)
Capitalized interest		69,500		79,600		71,400			46,450			86,750
Total earnings as defined	$	6,942,544	$	7,178,759	$	6,036,568		$	5,243,522		$	181,949
Fixed Charges:
Interest and amortization of debt expense	$	492,290	$	616,983	$	498,847		$	356,834		$	221,598
Capitalized interest		69,500		79,600		71,400			46,450			86,750
Interest factor of rental expense(1)		59,850		57,707		55,266			58,147			52,457
Total fixed charges as defined	$	621,640	$	754,290	$	625,513		$	461,431		$	360,805
Ratio of earnings to fixed charges		11.2		9.5		9.7			11.4			0.5

(1) A  ¹/3 factor was used to compute the portion of rental expenses deemed representative of the interest factor.

EX-13

Exhibit 13

2008 Financial Report

Ten-Year Selected Financial Data	2
Consolidated Financial Statements
Consolidated Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Changes in Stockholders’ Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8 – 64
Report of Independent Registered Public Accounting Firm	65 – 66
Management Reports to Wyeth Stockholders	67 – 68
Quarterly Financial Data (Unaudited)	69
Market Prices of Common Stock and Dividends	69
Performance Graph (Unaudited)	70
Management’s Discussion and Analysis of Financial Condition and Results of Operations	71 – 106

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Wyeth        

Ten-Year Selected Financial Data

(Dollar amounts in thousands except per share amounts)

Year Ended December 31,	2008		2007		2006		2005		2004		2003		2002		2001		2000			1999
Summary of Net Revenue and Earnings
Net revenue(1)	$	22,833,908	$	22,399,798	$	20,350,655	$	18,755,790	$	17,358,028	$	15,850,632	$	14,584,035	$	13,983,745	$	13,081,334		$	11,695,061
Income (loss) from continuing operations(1)(2)(3)		4,417,833		4,615,960		4,196,706		3,656,298		1,233,997		2,051,192		4,447,205		2,285,294		(901,040	)		(1,207,243	)
Diluted earnings (loss) per share from continuing operations(1)(2)(3)		3.27		3.38		3.08		2.70		0.91		1.54		3.33		1.72		(0.69	)		(0.92	)
Dividends per common share		1.14		1.06		1.01		0.94		0.92		0.92		0.92		0.92		0.92			0.91
Year-End Financial Position
Current assets(1)(3)	$	23,481,340	$	22,983,598	$	17,514,241	$	18,044,841	$	14,438,029	$	14,962,242	$	11,605,699	$	9,766,753	$	10,180,811		$	12,384,778
Current liabilities(1)		6,850,423		7,324,279		7,221,848		9,947,961		8,535,542		8,429,510		5,485,506		7,257,181		9,742,059			6,480,383
Total assets(1)(3)		44,031,724		42,717,282		36,478,715		35,841,126		33,629,704		31,031,922		26,042,592		22,967,922		21,092,466			23,123,756
Long-term debt (1)		10,826,013		11,492,881		9,096,743		9,231,479		7,792,311		8,076,429		7,546,041		7,357,277		2,394,790			3,606,423
Average stockholders’ equity		18,692,189		16,431,645		13,323,562		10,921,136		9,571,142		8,725,147		6,114,243		3,445,333		4,516,420			7,914,772
Outstanding Shares
Weighted average common shares outstanding used for diluted earnings (loss) per share calculation (in thousands)		1,357,466		1,374,342		1,374,053		1,363,417		1,354,489		1,336,430		1,334,127		1,330,809		1,306,474			1,308,876
Employment Data(1)
Number of employees at year end		47,426		50,527		50,060		49,732		51,401		52,385		52,762		52,289		48,036			46,815
Wages and salaries	$	3,893,662	$	3,765,604	$	3,488,510	$	3,434,476	$	3,280,328	$	3,003,555	$	2,792,379	$	2,536,220	$	2,264,258		$	2,032,431
Benefits (including Social Security taxes)		1,106,888		1,148,646		1,042,749		1,022,538		958,317		933,448		842,177		691,018		602,816			593,222

2

Wyeth        

(1) As a result of the sale of the Cyanamid Agricultural Products business on June 30, 2000, amounts for the year 1999 were restated to reflect this business as a discontinued operation with the net assets of the discontinued business held for sale related to the Cyanamid Agricultural Products business included in current assets.

(2) See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of productivity initiatives and other significant items for the years ended December 31, 2008, 2007 and 2006.

(3) Pre-tax charges of $4,500,000, $2,000,000, $1,400,000, $950,000, $7,500,000 and $4,750,000 in 2004, 2003, 2002, 2001, 2000 and 1999, respectively, related to the litigation brought against the Company regarding the use of the diet drugs Redux or Pondimin are included in Income (loss) from continuing operations.

In 2002, the Company sold 67,050,400 shares of Amgen Inc. (Amgen) common stock received in connection with Amgen’s acquisition of Immunex Corporation for net proceeds of $3,250,753. The Company used a portion of these proceeds to pay down commercial paper and substantially reduce current liabilities. Additionally, the remaining 31,235,958 shares of Amgen common stock owned by the Company as of December 31, 2002 had a fair value of $1,509,947. The fair value of these shares as well as the proceeds from the shares sold in 2002 substantially increased total assets. In 2003, the Company completed the sale of the remaining 31,235,958 shares of its Amgen common stock holdings for net proceeds of $1,579,917.

3

Wyeth        

Consolidated Balance Sheets

(In thousands except share and per share amounts)

December 31,	2008			2007
Assets
Cash and cash equivalents	$	10,015,877		$	10,453,879
Marketable securities		4,529,395			2,993,839
Accounts receivable less allowances (2008 — $187,593 and 2007 — $160,835)		3,646,439			3,528,009
Inventories		2,996,428			3,035,358
Other current assets including deferred taxes		2,293,201			2,972,513
Total Current Assets		23,481,340			22,983,598
Property, plant and equipment:
Land		173,739			182,250
Buildings		8,502,055			7,921,068
Machinery and equipment		6,798,449			6,170,239
Construction in progress		1,403,237			1,947,624
		16,877,480			16,221,181
Less accumulated depreciation		5,679,269			5,149,023
		11,198,211			11,072,158
Goodwill		4,261,737			4,135,002
Other intangibles, net of accumulated amortization (2008 — $372,872 and 2007 — $298,383)		421,686			383,558
Other assets including deferred taxes		4,668,750			4,142,966
Total Assets	$	44,031,724		$	42,717,282
Liabilities
Loans payable	$	913,245		$	311,586
Trade accounts payable		1,254,369			1,268,600
Accrued expenses		4,426,444			5,333,528
Accrued taxes		256,365			410,565
Total Current Liabilities		6,850,423			7,324,279
Long-term debt		10,826,013			11,492,881
Pension liabilities		1,601,289			501,840
Accrued postretirement benefit obligations other than pensions		1,777,315			1,676,126
Other noncurrent liabilities		3,802,842			3,511,621
Total Liabilities		24,857,882			24,506,747
Contingencies and commitments (Note 15)
Stockholders’ Equity
$2.00 convertible preferred stock, par value $2.50 per share; 5,000,000 shares authorized		22			23
Common stock, par value $0.33 1/3 per share; 2,400,000,000 shares authorized (1,331,553,581 and 1,337,786,109 issued and outstanding, net of 91,115,031 and 84,864,647 treasury shares at par, for 2008 and 2007, respectively)		443,851			445,929
Additional paid-in capital		7,483,549			7,125,544
Retained earnings		12,868,799			10,417,606
Accumulated other comprehensive income (loss)		(1,622,379	)		221,433
Total Stockholders’ Equity		19,173,842			18,210,535
Total Liabilities and Stockholders’ Equity	$	44,031,724		$	42,717,282

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

4

Wyeth        

Consolidated Statements of Operations

(In thousands except per share amounts)

Year Ended December 31,	2008		2007			2006
Net Revenue	$	22,833,908	$	22,399,798		$	20,350,655
Cost of goods sold		6,247,767		6,313,687			5,587,851
Selling, general and administrative expenses		6,838,359		6,753,698			6,501,976
Research and development expenses		3,373,213		3,256,785			3,109,060
Interest (income) expense, net		24,942		(90,511	)		(6,646	)
Other (income) expense, net		11,540		(290,543	)		(271,490	)
Income before income taxes		6,338,087		6,456,682			5,429,904
Provision for income taxes		1,920,254		1,840,722			1,233,198
Net Income	$	4,417,833	$	4,615,960		$	4,196,706
Basic Earnings per Share	$	3.31	$	3.44		$	3.12
Diluted Earnings per Share	$	3.27	$	3.38		$	3.08

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

5

Wyeth        

Consolidated Statements of Changes in Stockholders’ Equity

(In thousands except per share amounts)

	$2.00 Convertible Preferred Stock			Common Stock			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at January 1, 2006	$	37		$	447,783		$	5,097,228		$	6,514,046		$	(64,725	)	$	11,994,369
Net income											4,196,706						4,196,706
Currency translation adjustments														565,745			565,745
Unrealized losses on derivative contracts, net														(6,060	)		(6,060	)
Unrealized gains on marketable securities, net														4,157			4,157
Minimum pension liability adjustments, net														(41,234	)		(41,234	)
Comprehensive income, net of tax																	4,719,314
Adoption of FASB Statement No. 158, net														(1,130,549	)		(1,130,549	)
Cash dividends declared:
Preferred stock (per share: $2.00)											(26	)					(26	)
Common stock (per share: $1.01)											(1,358,743	)					(1,358,743	)
Common stock acquired for treasury					(4,477	)		(42,818	)		(617,284	)					(664,579	)
Common stock issued for stock options					4,372			490,648									495,020
Stock-based compensation expense								393,330									393,330
Issuance of restricted stock awards					688			85,490									86,178
Transfer of restricted stock award accruals to equity								63,171									63,171
Tax benefit from exercises of stock options								55,263									55,263
Other exchanges		(9	)		51			(35	)								7
Balance at December 31, 2006	$	28		$	448,417		$	6,142,277		$	8,734,699		$	(672,666	)	$	14,652,755
Net income											4,615,960						4,615,960
Currency translation adjustments														771,971			771,971
Unrealized losses on derivative contracts, net														(18,340	)		(18,340	)
Unrealized losses on marketable securities, net														(47,602	)		(47,602	)
Pension and postretirement benefit plans														188,070			188,070
Comprehensive income, net of tax																	5,510,059
FASB Statement No. 158 measurement date transition											(3,471	)					(3,471	)
Adoption of FIN 48											(295,370	)					(295,370	)
Cash dividends declared:
Preferred stock (per share: $2.00)											(20	)					(20	)
Common stock (per share: $1.06)											(1,423,474	)					(1,423,474	)
Common stock acquired for treasury					(8,794	)		(97,222	)		(1,210,718	)					(1,316,734	)
Common stock issued for stock options					5,554			683,049									688,603
Stock-based compensation expense								367,529									367,529
Issuance of restricted stock awards					727			1,541									2,268
Tax benefit from exercises of stock options								28,386									28,386
Other exchanges		(5	)		25			(16	)								4
Balance at December 31, 2007	$	23		$	445,929		$	7,125,544		$	10,417,606		$	221,433		$	18,210,535
Net income											4,417,833						4,417,833
Currency translation adjustments														(837,558	)		(837,558	)
Unrealized gains on derivative contracts, net														174,653			174,653
Unrealized losses on marketable securities, net														(64,883	)		(64,883	)
Pension and postretirement benefit plans														(1,116,024	)		(1,116,024	)
Comprehensive income, net of tax																	2,574,021
Cash dividends declared:
Preferred stock (per share: $2.00)											(18	)					(18	)
Common stock (per share: $1.14)											(1,520,275	)					(1,520,275	)
Common stock acquired for treasury					(3,995	)		(48,433	)		(446,347	)					(498,775	)
Common stock issued for stock options					793			96,484									97,277
Stock-based compensation expense								314,342									314,342
Issuance of restricted stock awards					1,118			1,268									2,386
Tax benefit (reduction) from exercises/cancellations of stock options								(5,651	)								(5,651	)
Other exchanges		(1	)		6			(5	)								—
Balance at December 31, 2008	$	22		$	443,851		$	7,483,549		$	12,868,799		$	(1,622,379	)	$	19,173,842

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

6

Wyeth        

Consolidated Statements of Cash Flows

(In thousands)

Year Ended December 31,	2008			2007			2006
Operating Activities
Net income	$	4,417,833		$	4,615,960		$	4,196,706
Adjustments to reconcile net income to net cash provided by operating activities:
Diet drug litigation payments		(997,946	)		(481,581	)		(2,972,700	)
Seventh Amendment security fund disbursement		590,462			—			400,000
Net gains on sales and dispositions of assets		(166,351	)		(59,851	)		(28,545	)
Write-down of investment securities, net		187,948			14,299			37,859
Depreciation		928,565			842,725			761,690
Amortization		79,009			75,954			41,350
Stock-based compensation		314,342			367,529			393,330
Change in other assets (including deferred income taxes)		34,170			789,455			592,165
Pension provision		346,412			338,779			354,531
Pension contributions		(924,111	)		(330,749	)		(271,909	)
Changes in working capital, net:
Accounts receivable		(336,911	)		(1,624	)		(238,764	)
Inventories		(230,121	)		(337,173	)		(7,910	)
Other current assets		692,030			(181,456	)		(39,037	)
Trade accounts payable and accrued expenses		141,335			169,514			70,868
Accrued taxes		(131,424	)		60,379			(7,536	)
Other items, net		327,763			(6,481	)		(27,721	)
Net Cash Provided by Operating Activities		5,273,005			5,875,679			3,254,377
Investing Activities
Purchases of intangibles and property, plant and equipment		(1,408,999	)		(1,390,668	)		(1,289,784	)
Purchase of a business		(300,000	)		—			—
Proceeds from sales of assets		202,428			121,716			69,235
Purchase of additional equity interest in affiliate		—			(221,655	)		(102,187	)
Purchases of marketable securities		(3,526,203	)		(2,534,216	)		(2,239,022	)
Proceeds from sales and maturities of marketable securities		1,769,037			1,422,488			915,339
Net Cash Used for Investing Activities		(3,263,737	)		(2,602,335	)		(2,646,419	)
Financing Activities
Proceeds from issuance of long-term debt		—			2,500,000			—
Repayments and repurchases of debt		(421,258	)		(120,806	)		(12,100	)
Other borrowing transactions, net		(6,790	)		(5,717	)		47,334
Dividends paid		(1,520,293	)		(1,423,494	)		(1,358,769	)
Purchases of common stock for Treasury		(498,775	)		(1,316,734	)		(664,579	)
Exercises of stock options		98,074			716,896			515,853
Net Cash Provided by/(Used for) Financing Activities		(2,349,042	)		350,145			(1,472,261	)
Effect of exchange rate changes on cash and cash equivalents		(98,228	)		52,079			26,723
Increase (Decrease) in Cash and Cash Equivalents		(438,002	)		3,675,568			(837,580	)
Cash and Cash Equivalents, Beginning of Year		10,453,879			6,778,311			7,615,891
Cash and Cash Equivalents, End of Year	$	10,015,877		$	10,453,879		$	6,778,311

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

7

Wyeth        

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Basis of Presentation: The accompanying consolidated financial statements include the accounts of Wyeth and subsidiaries (the Company). All per share amounts, unless otherwise noted in the footnotes and quarterly financial data, are presented on a diluted basis; that is, based on the weighted average number of outstanding common shares and the effect of all potentially dilutive common shares (primarily unexercised stock options, stock awards and contingently convertible debt).

Use of Estimates: The financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which require the use of judgments and estimates made by management. Actual results may differ from those estimates.

Description of Business: The Company is a U.S.-based multinational corporation engaged in the discovery, development, manufacture, distribution and sale of a diversified line of products in three primary businesses: Wyeth Pharmaceuticals (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare) and Fort Dodge Animal Health (Animal Health). Pharmaceuticals includes branded human ethical pharmaceuticals, biotechnology products, vaccines and nutritional products. Pharmaceuticals products include neuroscience therapies, musculoskeletal therapies, vaccines, nutritional products, anti-infectives, women’s health care products, hemophilia treatments, gastroenterology drugs, immunological products and oncology therapies. Consumer Healthcare products include pain management therapies, including analgesics and heat wraps, cough/cold/allergy remedies, nutritional supplements, and hemorrhoidal care and personal care items sold over-the-counter (OTC). Animal Health products include vaccines, pharmaceuticals, parasite control and growth implants. The Company sells its diversified line of products to wholesalers, pharmacies, hospitals, governments, physicians, retailers and other health care institutions located in various markets in 145 countries throughout the world.

On January 26, 2009, the Company announced that it had entered into a merger agreement with Pfizer Inc. (Pfizer) and a wholly owned subsidiary of Pfizer, pursuant to which the Pfizer subsidiary will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Pfizer. Under the terms of the merger agreement, each outstanding share of the Company’s common stock, other than shares of restricted stock (for which holders will be entitled to receive cash consideration pursuant to separate terms of the merger agreement) and shares of common stock held directly or indirectly by the Company or Pfizer (which will be canceled as a result of the proposed merger), and other than those shares with respect to which appraisal rights are properly exercised and not withdrawn, will be converted into the right to receive $33.00 in cash, without interest, and 0.985 shares of common stock of Pfizer. The proposed merger has been approved by the Board of Directors of both companies and remains subject to approval by the Company’s stockholders, as well as certain additional conditions and approvals of various regulatory authorities. There are no assurances that the proposed merger with Pfizer will be consummated on the expected timetable (during the second half of 2009) or at all. See Note 17 for further information on this merger agreement.

Wholesale distributors and large retail establishments account for a large portion of the Company’s Net revenue and trade receivables, especially in the United States. The Company’s top three wholesale distributors accounted for approximately 29%, 32% and 31% of the Company’s Net revenue in 2008, 2007 and 2006, respectively. The Company’s largest wholesale distributor accounted for approximately 11%, 13% and 14% of net revenue in 2008, 2007 and 2006, respectively. The Company continuously monitors the creditworthiness of its customers.

The Company has three products that accounted for more than 10% of its net revenue during one or more of the past three years: Effexor, which comprised approximately 17%, 17% and 18% of the

8

Wyeth        

Company’s Net revenue in 2008, 2007 and 2006, respectively; Enbrel, including the alliance revenue recognized from a co-promotion arrangement with Amgen, which comprised approximately 17%, 14% and 12% of the Company’s Net revenue in 2008, 2007 and 2006, respectively; and Prevnar, which comprised approximately 12% and 11% of the Company’s Net revenue in 2008 and 2007, respectively.

Cash Equivalents consist primarily of U.S. Treasury and agency securities, U.S. government money market funds, commercial paper, fixed-term deposits and other short-term, highly liquid securities with maturities of three months or less when purchased and are carried at cost. The carrying value of cash equivalents approximates fair value due to their short-term, highly liquid nature.

Marketable Securities: The Company invests in marketable debt and equity securities, which are classified as available-for-sale. Available-for-sale securities are marked-to-market based on the fair values of the securities determined in accordance with Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (SFAS No. 157), with the unrealized gains and losses, net of tax, reported as a component of Accumulated other comprehensive income (loss). Impairment losses are charged to income for other-than-temporary declines in fair value. Realized gains and losses on sales of available-for-sale securities are computed based upon amortized cost adjusted for any other-than-temporary declines in fair value. Premiums and discounts are amortized or accreted into earnings over the life of the available-for-sale security. Dividend and interest income is recognized when earned. As of December 31, 2008, the Company owns no investments that are considered to be held-to-maturity or trading securities.

Inventories are valued at the lower of cost or market primarily under the first-in, first-out method.

Inventories at December 31 consisted of:

(In thousands)	2008		2007
Finished goods	$	995,810	$	989,357
Work in progress		1,540,456		1,584,547
Materials and supplies		460,162		461,454
Total	$	2,996,428	$	3,035,358

Property, Plant and Equipment is carried at cost. Depreciation is provided over the estimated useful lives of the related assets, principally on the straight-line method, as follows:

Buildings	10 - 50 years
Machinery and equipment	3 - 20 years

The construction of pharmaceutical manufacturing facilities typically includes costs incurred for the validation of specialized equipment, machinery and computer systems to ensure that the assets are ready for their intended use. These costs are primarily recorded in Construction in progress and subsequently reclassified to the appropriate Property, plant and equipment category when the related assets have reached a state of readiness. Depreciation of such validation costs begins at the same time that depreciation begins for the related facility, equipment and machinery, which is when the assets are deemed ready for their intended purpose.

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable based on projected undiscounted cash flows associated with the affected assets. A loss is recognized for the difference between the fair value and the carrying amount of the asset. Fair value is determined based on market quotes, if available, or other valuation techniques.

9

Wyeth        

Goodwill and Other Intangibles: Goodwill is defined as the excess of cost over the fair value of net assets acquired. Goodwill and other intangibles are subject to at least an annual assessment for impairment by applying a fair value-based test. Other intangibles with finite lives continue to be amortized. See Note 6 for further detail relating to the Company’s goodwill and other intangibles balances.

Derivative Financial Instruments: The Company currently manages its exposure to certain market risks, including foreign exchange and interest rate risks, through the use of derivative financial instruments and accounts for them in accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS No. 133), SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities” (SFAS No. 138), and SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities” (SFAS No. 149).

On the date that the Company enters into a derivative contract, it designates the derivative as a:

(1) Fair Value Hedge. For derivative contracts that are designated and qualify as fair value hedges, the derivative instrument is marked-to-market with gains and losses recognized in current period earnings to offset the respective losses and gains recognized on the underlying exposure. The Company’s interest rate swaps qualify as fair value hedges and have been recorded in Other assets including deferred taxes or Accrued expenses with the corresponding offset recorded to the respective underlying Notes in Loans payable/Long-term debt; or

(2) Foreign Currency Cash Flow Hedge. For derivative contracts that are designated and qualify as foreign currency cash flow hedges, the effective portion of gains and losses on these contracts is reported as a component of Accumulated other comprehensive income (loss) and reclassified into earnings in the same period the hedged transaction affects earnings. Any hedge ineffectiveness on cash flow hedges is immediately recognized in earnings. Ineffectiveness is minimized through the proper relationship of the hedging derivative contract with the hedged item.

The Company also enters into derivative contracts that are not designated as hedging instruments. These derivative contracts are recorded at fair value with the gain or loss recognized in current period earnings. The cash flows from each of the Company’s derivative contracts are reflected as operating activities in the consolidated statements of cash flows. The Company does not hold any derivative instruments for trading purposes. See Note 10 for a further description of the Company’s specific programs to manage risk using derivative financial instruments.

Currency Translation: The majority of the Company’s international operations are translated into U.S. dollars using current foreign currency exchange rates with currency translation adjustments reflected in Accumulated other comprehensive income (loss).

Revenue Recognition: Revenue from the sale of Company products is recognized in Net revenue when goods are shipped and title and risk of loss pass to the customer. Provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives are provided for as deductions in determining Net revenue. These provisions are based on estimates derived from current promotional program requirements, wholesaler inventory data and historical experience.

Revenue under co-promotion agreements from the sale of products developed by other companies, such as the Company’s arrangement with Amgen to co-promote Enbrel (in the United States and Canada) is recorded as alliance revenue, which is included in Net revenue. Alliance revenue, which is

10

Wyeth        

primarily Enbrel, is based upon a percentage of the co-promotion partners’ gross margin. Such alliance revenue is earned when the co-promoting company ships the product and title and risk of loss pass to a third party. There is no cost of goods sold associated with alliance revenue, and the selling and marketing expenses related to alliance revenue are included in Selling, general and administrative expenses. Enbrel alliance revenue totaled $1,204.7 million, $999.8 million and $919.0 million for 2008, 2007 and 2006, respectively.

In 2006, the Company began participating in the U.S. Pediatric Vaccine Stockpile program. As a result, the Company began recognizing revenue from the sale of its Prevnar vaccine to the U.S. government in accordance with Securities and Exchange Commission Interpretation, “Commission Guidance Regarding Accounting for Sales of Vaccines and BioTerror Countermeasures to the Federal Government for Placement into the Pediatric Vaccine Stockpile or the Strategic National Stockpile.” Net revenue recorded by the Company under the Pediatric Vaccine Stockpile program for 2008, 2007 and 2006 was $32.8 million, $44.9 million and $14.2 million, respectively.

Sales Deductions: The Company deducts certain items from gross sales, which primarily consist of provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives. In most cases, these deductions are offered to customers based upon volume purchases, the attainment of market share levels, government mandates, coupons or consumer discounts. These costs are recognized at the later of (a) the date at which the related revenue is recorded or (b) the date at which the incentives are offered. Chargebacks/rebates are the Company’s most significant deduction from gross sales and relate primarily to U.S. sales of pharmaceutical products provided to wholesalers and managed care organizations under contractual agreements or to certain governmental agencies that administer benefit programs, such as Medicaid. While different programs and methods are utilized to determine the chargeback or rebate provided to the customer, the Company considers both to be a form of price reduction. Chargeback/rebate accruals included in Accrued expenses at December 31, 2008 and 2007 were $657.1 million and $738.0 million, respectively.

Advertising Costs are expensed as incurred and are included in Selling, general and administrative expenses. Advertising expenses worldwide, which are composed primarily of television, radio and print media, were $721.4 million, $782.4 million and $729.6 million in 2008, 2007 and 2006, respectively.

Shipping and Handling Costs, which include transportation to customers, transportation to distribution points, warehousing and handling costs, are included in Selling, general and administrative expenses. The Company typically does not charge customers for shipping and handling costs. Shipping and handling costs incurred by the Company were $265.4 million, $260.4 million and $241.6 million in 2008, 2007 and 2006, respectively.

Stock-Based Compensation Costs are recorded in compliance with SFAS No. 123R, “Share-Based Payment” (SFAS No. 123R). This statement requires all share-based payments, including grants of employee stock options, to be recognized in the statement of operations as compensation expense (based on their fair values) over the vesting period of the awards. See Note 13 for further discussion.

Research and Development Expenses are expensed as incurred. Upfront and milestone payments made to third parties in connection with research and development collaborations are expensed as incurred up to the point of regulatory approval. Milestone payments made to third parties upon or subsequent to regulatory approval are capitalized and amortized over the remaining useful life of the respective intangible asset. Amounts capitalized for such payments are included in Other intangibles, net of accumulated amortization.

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

(In thousands except per share amounts) Year Ended December 31,	2008		2007		2006
Numerator:
Net income less preferred dividends	$	4,417,815	$	4,615,940	$	4,196,680
Denominator:
Weighted average common shares outstanding		1,333,033		1,342,552		1,345,386
Basic earnings per share	$	3.31	$	3.44	$	3.12
Numerator:
Net income	$	4,417,833	$	4,615,960	$	4,196,706
Interest expense, net of tax, on contingently convertible debt		24,678		33,948		30,009
Net income, as adjusted	$	4,442,511	$	4,649,908	$	4,226,715
Denominator:
Weighted average common shares outstanding		1,333,033		1,342,552		1,345,386
Common stock equivalents of outstanding stock options, deferred contingent common stock awards, performance share awards, service-vested restricted stock awards and convertible preferred stock(1)		7,718		14,889		11,777
Common stock equivalents of assumed conversion of contingently convertible debt		16,715		16,901		16,890
Total shares (1)		1,357,466		1,374,342		1,374,053
Diluted earnings per share(1)	$	3.27	$	3.38	$	3.08

(1) At December 31, 2008, 2007 and 2006, 139,825, 95,138 and 77,298 shares of common stock, respectively, related to options outstanding under the Company’s Stock Incentive Plans were excluded from the computation of diluted earnings per share, as the effect would have been antidilutive.

Recently Issued Accounting Standards: In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 141R, “Business Combinations” (SFAS No. 141R). SFAS No. 141R changes the accounting and financial reporting for business combinations consummated after January 1, 2009. The Company will comply with SFAS No. 141R requirements beginning with its first quarter 2009 reporting.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (SFAS No. 160). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent. SFAS No. 160 became effective for Wyeth on January 1, 2009. Adoption of SFAS No. 160 will not have a material effect on the Company’s consolidated financial position or results of operations.

In December 2007, the FASB ratified Emerging Issues Task Force (EITF) 07-1, “Accounting for Collaborative Arrangements” (EITF 07-1). EITF 07-1 provides guidance for determining if a collaborative arrangement exists and establishes procedures for reporting revenue 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 07-1 became effective for the Company on January 1, 2009. The adoption of EITF 07-1 will not have a material effect on the Company’s consolidated financial position or results of operations, and the Company will comply with disclosure requirements beginning with its first quarter 2009 reporting.

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Wyeth        

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (SFAS No. 161). SFAS No. 161 expands the disclosure requirements of SFAS No. 133 to include how and why an entity uses derivative instruments, the accounting treatment for derivative instruments and hedging activity under SFAS No. 133 and related guidance, and how derivative instruments and hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 became effective for the Company on January 1, 2009, and the Company will comply with the additional disclosure requirements beginning with its first quarter 2009 reporting.

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 SFAS Statement No. 142, “Goodwill and Other Intangible Assets.” FSP 142-3 became effective for the Company on January 1, 2009. The adoption of FSP 142-3 will not have a material effect on the Company’s consolidated financial position or results of operations.

In May 2008, the FASB issued FSP Accounting Principles Board Opinion (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 became effective for the Company on January 1, 2009. The adoption of FSP APB 14-1 will not have a material effect on the Company’s consolidated financial position or results of operations.

In December 2008, the FASB issued FSP 132R-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets (FSP 132R-1). FSP 132R-1 specifies that disclosures about plan assets in a defined benefit pension or other postretirement plan are to provide users of the financial statements with an understanding of the significant details of the plan, including the major categories of plan assets, an explanation of how investment decisions are made, the inputs and valuation techniques used to measure the fair value of plan assets and any significant concentrations of risk within plan assets. FSP 132R-1 will be effective for the Company on December 31, 2009 and the Company will comply with the additional disclosure requirements beginning with its 2009 year end reporting.

Reclassifications: Certain reclassifications have been made to the December 31, 2007 and 2006 consolidated financial statements and accompanying notes to conform to the December 31, 2008 presentation.

2. Other Transactions

Acquisitions

In September 2008, the Company’s Consumer Healthcare division completed the acquisition of ThermaCare, a leading OTC heat wrap. The transaction was accounted for under the purchase method in accordance with SFAS No. 141, “Business Combinations,” and the purchase price was allocated to tangible assets, patents, intangible assets and goodwill.

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Co-development and Co-commercialization Agreements

During 2008, 2007 and 2006, the Company entered into collaboration and licensing agreements with various companies, of which the amounts incurred were neither individually, nor in the aggregate, significant.

Equity Purchase Agreement

In April 2007, the Company completed the acquisition of the remaining 20% of an affiliated entity in Japan, formerly held by Takeda Pharmaceutical Company Limited, bringing the Company’s ownership to 100%. The purchase price for the remaining 20% was $221.7 million. In April 2006, the Company increased its ownership of the affiliated entity from 70% to 80% for a purchase price of $102.2 million. The purchase price of each buyout was based on a multiple of the entity’s net sales in each of the buyout years.

Net Gains on Sales and Dispositions of Assets

For the years ended December 31, 2008, 2007 and 2006, net pre-tax gains on sales and dispositions of assets totaled $166.4 million, $59.9 million and $28.5 million, respectively, and were included in Other (income) expense, net. For the year ended December 31, 2008, the net pre-tax gain on sales and dispositions of assets consisted primarily of a gain of $104.7 million on the sale of a manufacturing facility in Japan and a $71.1 million gain on the sales of various product rights. For the years ended December 31, 2007 and 2006, the net pre-tax gains on sales and dispositions of assets consisted primarily of gains on the sales of various product rights of $79.4 million and $44.1 million, respectively.

The net assets, sales and profits related to these divested assets, individually or in the aggregate, were not material to any business segment or to the Company’s consolidated financial statements.

3. 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 as it adapts to the continuously changing business climate. Prior to 2008, the Company had other global productivity initiatives in place.

The Company recorded the following net charges related to its productivity initiatives for the years ended December 31:

(In thousands except per share amounts)	2008			2007		2006
Personnel costs	$	397,023		$	30,395	$	93,543
Accelerated depreciation and plant write-downs		92,745			197,780		87,739
Other closure/exit costs (1)		81,897			45,225		37,298
Total productivity initiatives charges (2)		571,665			273,400		218,580
Gain on asset sale(3)		(104,655	)		—		—
Net productivity initiatives charges		467,010			273,400		218,580
Net productivity initiatives charges, after-tax	$	348,930		$	194,400	$	154,438
Decrease in diluted earnings per share	$	0.26		$	0.14	$	0.11

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(1) Includes consulting fees incurred in connection with developing the productivity initiatives of approximately $34.4 million, $10.1 million and $3.3 million for 2008, 2007 and 2006, respectively.

(2) 2008 charges were primarily severance and other employee-related costs resulting from an approximate 7% reduction in workforce during the year. 2007 charges primarily related to manufacturing site network consolidation initiatives. 2006 charges included costs related to the change in the Company’s primary care selling model and efficiency improvements to the Company’s global support functions.

(3) Represents the net gain on the sale of a manufacturing facility in Japan.

The net productivity initiatives charges were recorded as follows:

(In thousands)	2008			2007		2006
Cost of goods sold	$	242,445		$	244,354	$	129,200
Selling, general and administrative expenses		296,091			28,778		78,033
Research and development expenses		33,129			268		11,347
Total productivity initiatives charges		571,665			273,400		218,580
Other income, net		(104,655	)		—		—
Net productivity initiatives charges	$	467,010		$	273,400	$	218,580

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) Segment	2008			2007		2006
Pharmaceuticals	$	516,701		$	259,505	$	197,951
Consumer Healthcare		36,708			9,735		11,494
Animal Health		6,703			4,160		9,135
Corporate		11,553			—		—
Total productivity initiatives charges		571,665			273,400		218,580
Gain on asset sale - Pharmaceuticals		(104,655	)		—		—
Net productivity initiatives charges	$	467,010		$	273,400	$	218,580

The following table summarizes the net productivity initiatives charges, payments made and the reserve balance at December 31, 2008:

	Changes in Reserve Balance
(In thousands) Productivity Initiatives	Reserve at December 31, 2007		Total Net Charges 2008			Net Payments/ Non-cash Charges			Reserve at December 31, 2008
Personnel costs	$	154,564	$	397,023		$	(191,884	)	$	359,703
Accelerated depreciation and plant write-downs		—		92,745			(92,745	)		—
Other closure/exit costs		116,030		81,897			(191,740	)		6,187
Gain on asset sales		—		(104,655	)		104,655			—
Total	$	270,594	$	467,010		$	(371,714	)	$	365,890

At December 31, 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 24 months. It is expected that additional costs will be incurred under the Company’s productivity initiatives over the next several years.

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Wyeth        

4. Marketable Securities

The carrying cost, gross unrealized gains (losses) and fair value of available-for-sale securities by major security type at December 31, 2008 and 2007 were as follows:

(In thousands) At December 31, 2008	Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Available-for-sale:
Commercial paper	$	223,238	$	595	$	—		$	223,833
Certificates of deposit		167,772		358		(218	)		167,912
U.S. Treasury and agency securities		1,909,176		9,250		(11	)		1,918,415
Corporate debt securities		1,727,869		985		(77,473	)		1,651,381
Asset-backed securities		206,392		—		(22,934	)		183,458
Mortgage-backed securities		400,042		3,368		(36,089	)		367,321
Equity securities		15,043		4,315		(2,283	)		17,075
Total marketable securities	$	4,649,532	$	18,871	$	(139,008	)	$	4,529,395
(In thousands) At December 31, 2007	Cost		Gross Unrealized Gains		Gross Unrealized (Losses)			Fair Value
Available-for-sale:
Commercial paper	$	191,648	$	13	$	(17	)	$	191,644
Certificates of deposit		123,470		118		(126	)		123,462
U.S. Treasury and agency securities		270,419		2,523		(28	)		272,914
Corporate debt securities		1,464,012		8,813		(27,611	)		1,445,214
Asset-backed securities		445,150		494		(21,764	)		423,880
Mortgage-backed securities		515,714		1,620		(10,106	)		507,228
Equity securities		24,782		7,798		(3,083	)		29,497
Total marketable securities	$	3,035,195	$	21,379	$	(62,735	)	$	2,993,839

The following table summarizes the Company’s marketable securities that have been in an unrealized loss position for less than 12 months and those that have been in an unrealized loss position for 12 months or more:

	Less than 12 Months					12 Months or More					Total
(In thousands) At December 31, 2008	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
Available-for-sale:
Certificates of deposit	$	25,651	$	(166	)	$	9,047	$	(52	)	$	34,698	$	(218	)
U.S. Treasury and agency securities		8,309		(11	)		—		—			8,309		(11	)
Corporate debt securities		607,342		(18,593	)		825,598		(58,880	)		1,432,940		(77,473	)
Asset-backed securities		33,213		(3,390	)		115,685		(19,544	)		148,898		(22,934	)
Mortgage-backed securities		100,263		(29,244	)		66,335		(6,845	)		166,598		(36,089	)
Equity securities		3,376		(2,212	)		28		(71	)		3,404		(2,283	)
Total marketable securities	$	778,154	$	(53,616	)	$	1,016,693	$	(85,392	)	$	1,794,847	$	(139,008	)

The marketable securities that have been in an unrealized loss position for 12 months or more as of December 31, 2008, had an unrealized loss of less than $25.0 million as of December 31, 2007. The

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Company’s investments that had been in a continuous unrealized loss position for 12 months or longer as of December 31, 2007 were not significant. The Company has determined that the marketable securities that have been in an unrealized loss position for 12 months or more are not other than temporarily impaired because the Company has the ability and intent to hold these marketable securities until a recovery of fair value, which may be maturity, and these marketable securities continue to meet interest and principal payment obligations.

The Company’s net realized losses on its investments for the years ending December 31, 2008 and 2007 were $187.9 million and $14.3 million, respectively. Included in realized net losses on marketable securities for 2008 were write-downs of approximately $68.7 million related to Lehman Brothers and Washington Mutual bonds.

The contractual maturities of debt securities classified as available-for-sale at December 31, 2008 were as follows:

(In thousands)	Cost		Fair Value
Available-for-sale:
Due within one year	$	3,095,546	$	3,089,288
Due one year through five years		1,032,379		962,569
Due five years through 10 years		49,302		45,537
Due after 10 years		457,262		414,926
Total	$	4,634,489	$	4,512,320

The Company monitors its investments with counterparties with the objective of minimizing concentrations of credit risk. The Company’s investment policy places limits on the amount and time to maturity of investments with any individual institution. The policy also requires that investments are only made with highly rated corporate and financial institutions.

5. Fair Value Measurements

Effective January 1, 2008, the Company adopted SFAS No. 157. SFAS No. 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value measurements. In February 2008, the 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.

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 (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).

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

			Fair Value Measurements at December 31, 2008 Using
(In thousands) Description	Balance at December 31, 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	$	4,529,395	$	17,075	$	4,485,360	$	26,960
Option and forward contracts		177,105		—		177,105		—
Interest rate swaps		520,817		—		520,817		—
Other		138,104		—		138,104		—
Total assets	$	5,365,421	$	17,075	$	5,321,386	$	26,960
Liabilities:
Option and forward contracts	$	13,645		—	$	13,645		—
Other		8,042		—		8,042		—
Total liabilities	$	21,687		—	$	21,687		—

The following table presents the changes in fair value for assets that have no significant observable inputs (Level 3):

(In thousands)	Level 3 Marketable Securities Available-for-Sale
Balance at January 1, 2008	$	119,747
Total losses (realized/unrealized):
Included in Other (income) expense, net		(7,804	)
Included in other comprehensive income		(2,389	)
Net purchases, sales, issuances and settlements		(32,176	)
Net transfers out		(50,418	)
Balance at December 31, 2008	$	26,960

6. Goodwill and Other Intangibles

Goodwill is required to be tested at least annually for impairment at the reporting unit level utilizing a two-step methodology. The initial step requires the Company to determine the fair value of each reporting unit and compare it with the carrying value, including goodwill, of such unit. If the fair value exceeds the carrying value, no impairment loss would be recognized. However, if the carrying value of this unit exceeds its fair value, the goodwill of the unit may be impaired. The amount, if any, of the impairment then would be measured in the second step. Goodwill in each reporting unit is tested for impairment during the fourth quarter of each year. Reporting units are the Company’s operating business segments for which the Company has developed discounted cash flow models for impairment testing purposes. The Company determined there was no impairment of the recorded goodwill for the three years ended December 31, 2008, 2007 and 2006.

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The Company’s Other intangibles, net of accumulated amortization was $421.7 million in 2008 and $383.6 million in 2007, the majority of which are licenses having finite lives that are being amortized over their estimated useful lives generally ranging from five to 10 years.

Total amortization expense for intangible assets was $79.0 million, $76.0 million and $41.4 million in 2008, 2007 and 2006, respectively. Annual amortization expense expected for the years 2009 through 2013 is as follows:

(In thousands)	Amortization Expense
2009	$	78,600
2010		77,800
2011		77,500
2012		56,800
2013		49,500

The changes in the carrying value of goodwill by reportable segment for the years ended December 31, 2008 and 2007 were as follows:

(In thousands)	Pharmaceuticals			Consumer Healthcare			Animal Health			Total
Balance at January 1, 2007	$	2,807,705		$	583,844		$	534,189		$	3,925,738
Addition		157,048			—			—			157,048
Currency translation adjustments		50,118			1,229			869			52,216
Balance at December 31, 2007		3,014,871			585,073			535,058			4,135,002
Addition		—			168,000			—			168,000
Currency translation adjustments		(40,192	)		(407	)		(666	)		(41,265	)
Balance at December 31, 2008	$	2,974,679		$	752,666		$	534,392		$	4,261,737

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Wyeth        

7. Debt and Financing Arrangements

The Company’s debt at December 31 consisted of:

(In thousands)	2008		2007
Notes payable:
4.125% Notes due 2008	$	—	$	300,000
6.700% Notes due 2011		1,500,000		1,500,000
5.250% Notes due 2013		1,500,000		1,500,000
5.500% Notes due 2014		1,750,000		1,750,000
5.500% Notes due 2016		1,000,000		1,000,000
5.450% Notes due 2017		500,000		500,000
7.250% Notes due 2023		250,000		250,000
6.450% Notes due 2024		500,000		500,000
6.500% Notes due 2034		750,000		750,000
6.000% Notes due 2036		500,000		500,000
5.950% Notes due 2037		2,000,000		2,000,000
Floating rate convertible debentures due 2024		898,742		1,020,000
Pollution control and industrial revenue bonds:
5.10%-5.80% due 2008-2018		47,150		57,150
Other debt:
0.25%-5.72% due 2008-2024		22,549		19,758
Fair value of debt attributable to interest rate swaps		520,817		157,559
Total debt		11,739,258		11,804,467
Less current portion		913,245		311,586
Long-term debt	$	10,826,013	$	11,492,881

The fair value of outstanding debt as of December 31, 2008 and 2007 was $11,872.8 million and $12,032.2 million, respectively. At December 31, 2008, the aggregate maturities of debt during the next five years and thereafter were as follows:

(In thousands)
2009	$	913,245
2010		1,535
2011		1,642,443
2012		1,003
2013		1,625,002
Thereafter		7,556,030
Total debt	$	11,739,258

Revolving Credit Facility

The Company maintains a $3 billion revolving credit facility with a group of banks and financial institutions that matures in August 2012. The credit facility agreement requires the Company 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 the Company’s general corporate and working capital requirements and for support of the Company’s commercial paper, if any. At December 31, 2008 and 2007, there were no borrowings outstanding under the credit facility, nor did the Company have any commercial paper outstanding.

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Wyeth        

Notes and Debentures

On March 3, 2008, the Company repaid $300.0 million of 4.125% Notes that matured.

On March 27, 2007, the Company issued $2,500.0 million of Notes in a transaction registered with the Securities and Exchange Commission. These Notes consisted of two tranches, which pay interest semiannually on April 1 and October 1, as follows:

• $2,000.0 million 5.95% Notes due 2037

• $500.0 million 5.45% Notes due 2017

On December 16, 2003, the Company issued $1,020.0 million aggregate principal amount of Debentures due January 15, 2024. Interest on the Debentures accrues at the six-month London Interbank Offering Rate (LIBOR) minus 0.50%. At December 31, 2008 and 2007, the interest rate on the Debentures was 2.62% and 4.89%, respectively. The Debentures contain a number of conversion features that include substantive contingencies. The Debentures were initially convertible by the holders at an initial conversion rate of 16.559 shares of the Company’s common stock for each $1,000 principal amount of the Debentures, which was equal to an initial conversion price of $60.39 per share. The conversion rate is subject to adjustment as a result of certain corporate transactions and events, including the payment of increased common stock dividends. During the 2007 fourth quarter, the conversion rate was adjusted to 16.6429 shares of common stock for each $1,000 principal amount of the Debentures, which was equal to an adjusted conversion price of $60.09 per share, resulting in an increase of 85,578 shares of common stock reserved for the Debentures. During the 2008 fourth quarter, the conversion rate was adjusted further to 16.7356 shares of common stock for each $1,000 principal amount of the Debentures, which is equal to an adjusted conversion price of $59.75 per share, resulting in an increase of an additional 87,187 shares of common stock reserved for the Debentures. The holders may convert their Debentures, in whole or in part, into shares of the Company’s common stock under any of the following circumstances: (1) during any calendar quarter commencing after March 31, 2004 and prior to December 31, 2022 (and only during such calendar quarter) if the price of the Company’s common stock is greater than or equal to 130% of the applicable conversion price for at least 20 trading days during a 30-consecutive trading day period; (2) at any time after December 31, 2022 and prior to maturity if the price of the Company’s common stock is greater than or equal to 130% of the applicable conversion price on any day after December 31, 2022; (3) if the Company has called the Debentures for redemption; (4) upon the occurrence of specified corporate transactions such as a consolidation, merger or binding share exchange pursuant to which the Company’s common stock would be converted into cash, property or securities; or (5) if the credit rating assigned to the Debentures by either Moody’s Investors Service (Moody’s) or Standard & Poor’s (S&P) is lower than Baa3 or BBB-, respectively, or if the Debentures no longer are rated by at least one of these agencies or their successors (the Credit Rating Clause).

Upon conversion, the Company has the right to deliver, in lieu of shares of its common stock, cash or a combination of cash and shares of its common stock. The Company may redeem some or all of the Debentures at any time on or after July 20, 2009 at a purchase price equal to 100% of the principal amount of the Debentures plus any accrued interest. Upon a call for redemption by the Company, the holder of each $1,000 Debenture may tender such Debentures for conversion. The holders have the right to require the Company to purchase their Debentures for cash at a purchase price equal to 100% of the principal amount of the Debentures plus any accrued interest on July 15, 2009, January 15, 2014 and January 15, 2019 or upon a fundamental change as described in the Debentures. As of December 31, 2008, the Debentures have been recorded in Loans payable due to the fact that the holders have the right to require the Company to repurchase their Debentures on July 15, 2009.

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In accordance with EITF No. 04-8, the Company has included an additional 16,715,313 shares outstanding related to the Debentures in its diluted earnings per share calculation for 2008 (see Note 1).

During the 2008 fourth quarter, the Company repurchased in the open market and retired $121.3 million of the $1,020.0 million aggregate principal amount of the Debentures, resulting in a decrease of 2,021,958 shares of common stock reserved for the Debentures.

The Credit Rating Clause described above has been determined to be an embedded derivative as defined by SFAS No. 133. In accordance with SFAS No. 133, embedded derivatives are required to be recorded at their fair value. Based upon an external valuation, the Credit Rating Clause did not have a significant fair value at December 31, 2008 and 2007.

Interest Rate Swaps

The Company entered into the following interest rate swaps, whereby the Company effectively converted the fixed rate of interest on certain Notes to a floating rate, which is based on LIBOR. See Note 10 for further discussion of the interest rate swaps.

		Notional Amount (In thousands)
Hedged Notes Payable	Swap Rate	2008		2007
$1,750.0 million 5.500% due 2014	6-month LIBOR in arrears + 0.6110%	$	750,000	$	750,000
	6-month LIBOR in arrears + 0.6085%		650,000		650,000
	6-month LIBOR in arrears + 0.6085%		350,000		350,000
1,500.0 million 6.700% due 2011	3-month LIBOR + 1.0892%		750,000		750,000
	3-month LIBOR + 0.8267%		750,000		750,000
1,500.0 million 5.250% due 2013	6-month daily average LIBOR + 0.8210%		800,000		800,000
	6-month daily average LIBOR + 0.8210%		700,000		700,000
500.0 million 6.450% due 2024	6-month LIBOR in arrears + 1.0370%		250,000		250,000
300.0 million 4.125% due 2008	6-month daily average LIBOR + 0.6430%		—		150,000
	6-month daily average LIBOR + 0.6430%		—		150,000

Interest (Income) Expense, net

The components of Interest (income) expense, net are as follows:

(In thousands) Year Ended December 31,	2008			2007			2006
Interest expense	$	561,790		$	696,583		$	570,247
Interest income		(467,348	)		(707,494	)		(505,493	)
Less: Amount capitalized for capital projects		(69,500	)		(79,600	)		(71,400	)
Interest (income) expense, net	$	24,942		$	(90,511	)	$	(6,646	)

Interest payments in connection with the Company’s debt obligations for the years ended December 31, 2008, 2007 and 2006 amounted to $605.8 million, $642.5 million and $553.9 million, respectively.

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8. Other Liabilities

Other noncurrent liabilities includes reserves for the Redux and Pondimin diet drug litigation (see Note 15) and reserves relating to income taxes, environmental matters, product liability and other litigation, employee benefit liabilities and minority interests.

The Company has responsibility for environmental, safety and cleanup obligations under various federal, state and local laws, including the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as Superfund. It is the Company’s policy to accrue for environmental cleanup costs if it is probable that a liability has been incurred and the amount can be reasonably estimated. In many cases, future environmental-related expenditures cannot be quantified with a reasonable degree of accuracy. Environmental expenditures that relate to an existing condition caused by past operations that do not contribute to current or future results of operations are expensed. As investigations and cleanups proceed, environmental-related liabilities are reviewed and adjusted as additional information becomes available. The aggregate environmental-related accruals were $253.2 million and $269.1 million at December 31, 2008 and 2007, respectively. See Note 15 for discussion of contingencies.

The Company has an Executive Incentive Plan (EIP) and Performance Incentive Award Program (PIA), which provide financial awards to employees based on the Company’s operating results and the individual employee’s performance. Substantially all U.S. and Puerto Rico exempt employees, who are not subject to other incentive programs, and key international employees are eligible to receive cash awards under PIA, with our most highly compensated executives receiving awards under the EIP. The accrual for EIP and PIA awards for 2008, 2007 and 2006 was $249.7 million, $253.8 million and $236.8 million, respectively, and is included within Accrued expenses.

9. Pensions and Other Postretirement Benefits

Plan Descriptions

Pensions

The Company sponsors retirement plans for most full-time employees. These defined benefit and defined contribution plans cover all U.S. and certain international locations. Benefits from defined benefit pension plans are based primarily on participants’ compensation and years of credited service. Generally, the Company’s contributions to defined contribution plans are based on a percentage of each employee’s contribution.

The Company maintains 401(k) savings plans that allow participation by substantially all U.S. employees. Most employees are eligible to enroll in the savings plan on their hire date and can contribute between 1% and 50% of their base pay. The Company provides a matching contribution to eligible participants of 50% on the first 6% of base pay contributed to the plan, or a maximum of 3% of base pay. Employees can direct their contributions and the Company’s matching contributions into any of the funds offered. These funds provide participants with a cross section of investing options, including a Company common stock fund. All contributions to the Company’s common stock fund, whether by employee or employer, can be transferred to other fund choices daily.

Total pension expense for both defined benefit and defined contribution plans for 2008, 2007 and 2006 was $346.4 million, $338.8 million and $354.5 million, respectively, of which pension expense for defined contribution plans for 2008, 2007 and 2006 totaled $104.1 million, $102.6 million and $98.8 million, respectively.

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Other Postretirement Benefits

The Company provides postretirement health care and life insurance benefits for certain retirees from most U.S. locations and Canada. Most full-time employees become eligible for these benefits after attaining specified age and satisfying service requirements.

Pension Plan Assets

U.S. Pension Plan Assets

Pension plan assets to fund the Company’s qualified defined benefit plans’ obligations are invested in accordance with certain asset allocation criteria and investment guidelines established by the Company’s Investment Committee (a Board-appointed committee that replaced the Company’s Pension and Retirement Committees in April 2008).

The Company’s U.S. qualified defined benefit pension plans’ (the Plans) asset allocation, by broad asset class, was as follows as of December 31, 2008 and 2007, respectively:

	Target Asset Allocation Percentage as of December 31,		Percentage of Plan Assets as of December 31,
Asset Class	2008	2007	2008	2007
U.S. equity	35%	35%	26%	34%
Non-U.S. equity	25%	25%	18%	28%
U.S. and international fixed income and cash	30%	30%	45%	28%
Alternative investments	10%	10%	11%	10%

The Plans’ assets totaled $3,377.6 million and $4,213.3 million at December 31, 2008 and 2007, respectively. At December 31, 2008 and 2007, the Plans’ assets represented approximately 85% and 84% of total worldwide plan assets, respectively. Investment responsibility for these assets is assigned to outside investment managers under the supervision of the Company’s Investment Committee, and participants do not have the ability to direct the investment of these assets. Each of the Plans’ asset classes is broadly diversified by security, market capitalization (e.g., exposure to large cap and small cap), industrial sector and investment style (i.e., exposure to growth and value). Historically, the Company has attempted to maintain asset class exposure in line with prevailing target asset allocation percentages through monthly rebalancing toward those targets. The significant price declines experienced by global equity markets in 2008, combined with cash contributions totaling $500.0 million that were made by the Company in November and December 2008 that were not reallocated to the Plans’ equity asset classes as of December 31, 2008, were the primary causes of the deviations between the Plans’ actual allocation percentages and the target mix as of December 31, 2008. The Investment Committee continues to monitor the Plans’ allocation percentages in relation to the applicable asset mix targets and takes into account the economic and financial market environment in determining an appropriate rebalancing strategy.

Within U.S. equity, the Plans use a combination of enhanced index and active investment strategies. Investment vehicles utilized within these categories include both separately managed accounts and diversified funds. The Plans’ active investment managers are prohibited from investing in the Company’s common stock.

The Plans’ non-U.S. equity composite is invested primarily in mature or developed markets using active investment strategies and separately managed accounts. The Plans’ exposure to emerging or developing markets is achieved through investment in diversified funds.

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U.S. and international fixed income assets are invested largely in securities categorized as investment grade using active investment strategies, and investment vehicles utilized include separately managed accounts and diversified funds. The Plans, however, do maintain modest exposure to below investment grade debt, specifically, high-yield U.S. fixed income and emerging market debt. The Plans’ separate fixed income account managers are prohibited from investing in debt securities issued by the Company. At December 31, 2008, the Plans held $400.7 million in mortgage-backed securities within its fixed income assets, the majority of which were U.S. agency securities. The Plans’ exposure to mortgage-backed securities did not result in a disproportionately negative impact on Plan asset performance in 2008. The alternative investments (e.g., hedge funds, real estate and private equity) are split equally between two outside investment managers. Investment vehicles utilized within these categories include both diversified funds and direct limited partnership investments.

The Plans’ assets are managed with the objectives of minimizing pension expense and cash contributions over the long term. With the assistance of an outside investment consultant, asset-liability studies are performed approximately every five years, and the Plans’ target asset allocation percentages are adjusted accordingly. The investment managers of each separately managed account are prohibited from investing in derivative securities, except for currency hedging activities, which are permitted within the Plans’ non-U.S. asset classes. With respect to the diversified funds in which the Plans invest, the investment guidelines permit derivative securities in the portfolio, but the use of leverage (e.g., margin borrowing) is prohibited. With respect to alternative investments, however, the use of leverage is permitted.

Investment performance is reviewed on a monthly basis in total, as well as by asset class and individual manager, relative to one or more appropriate benchmarks. On a quarterly basis, the investment consultant performs a detailed statistical analysis of both investment performance and portfolio holdings. Formal meetings are held with each investment manager at least once per year to review investment performance and to ascertain whether any changes in process or turnover in professional personnel have occurred at the management firm.

Non-U.S. Pension Plan Assets

At December 31, 2008 and 2007, the Company’s non-U.S. defined benefit pension plan assets totaled $602.8 million and $818.8 million, respectively, which represented approximately 15% and 16% of total worldwide plan assets at December 31, 2008 and 2007, respectively. The Company’s United Kingdom (U.K.) and Canadian plan assets in the aggregate totaled $380.7 million and $543.4 million at December 31, 2008 and 2007, respectively, and represented approximately 63% of the non-U.S. total plan assets at December 31, 2008 compared with approximately 66% of the non-U.S. total plan assets at December 31, 2007. At December 31, 2008, the non-U.S. defined benefit plans’ investments in mortgage-backed securities were not significant.

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The following table presents the Company’s U.K. and Canadian pension plan asset allocation, by broad asset class, as of December 31, 2008 and 2007, respectively:

	Percentage of U.K. Plan Assets as of December 31,		Percentage of Canadian Plan Assets as of December 31,
Asset Class	2008	2007	2008	2007
U.K./Canadian equity	21%	43%	26%	32%
Non-U.K./Non-Canadian equity	30%	14%	29%	39%
U.K./Canadian fixed income and cash	49%	43%	45%	29%

U.K. defined benefit pension assets totaled $276.1 million and $392.4 million at December 31, 2008 and 2007, respectively, which represented approximately 7% and 8% of total worldwide plan assets at December 31, 2008 and 2007, respectively. Investment responsibility is assigned to outside investment managers, and participants do not have the ability to direct the investment of these assets. Each of the U.K. plan’s asset classes is broadly diversified and invested primarily in index based funds.

Canadian defined benefit pension assets totaled $104.6 million and $151.0 million at December 31, 2008 and 2007, respectively, which represented approximately 3% of total worldwide plan assets at December 31, 2008 and 2007, respectively. Investment responsibility is assigned to outside investment managers, and participants do not have the ability to direct the investment of these assets. Each of the Canadian plan’s asset classes is broadly diversified and actively managed.

Plan Obligations, Plan Assets, Funded Status and Periodic Cost

The Company adopted SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (SFAS No. 158), as of December 31, 2006. As a result of adopting SFAS No. 158, a charge of $1,130.5 million was made to Accumulated other comprehensive income (loss) as of December 31, 2006.

The amounts in Accumulated other comprehensive income (loss) that are expected to be recognized as components of net periodic benefit cost during the 2009 fiscal year are as follows:

(In thousands)	Pension		Postretirement			Total
Prior service cost (credit)	$	3,326	$	(47,288	)	$	(43,962	)
Net unrecognized actuarial loss		212,676		49,792			262,468
Transition obligation		443		—			443

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The Company uses a December 31 measurement date for its defined benefit pension plans. The change in the benefit obligation for the Company’s defined benefit pension plans for 2008 and 2007 was as follows:

(In thousands)	Pensions						Other Postretirement Benefits
Change in Benefit Obligation	2008			2007			2008			2007
Benefit obligation at January 1	$	5,502,400		$	5,446,675		$	1,775,126		$	1,697,511
Service cost		201,760			213,930			52,896			57,424
Interest cost		332,278			312,583			109,136			102,808
Amendments and other adjustments		243			83,226			(29,291	)		(71,065	)
Net actuarial loss (gain)		207,583			(241,678	)		101,220			81,157
Special termination benefits		20,446			—			—			—
Benefits paid		(593,445	)		(373,105	)		(118,517	)		(100,799	)
Currency translation adjustment		(99,681	)		60,769			(10,540	)		8,090
Benefit obligation at December 31	$	5,571,584		$	5,502,400		$	1,880,030		$	1,775,126

The increase in the benefit obligation for pensions was due to an actuarial loss primarily resulting from the decrease in the discount rate as described in the “Plan Assumptions” section contained herein. Also contributing to the increase was additional termination benefits paid to individuals affected by the Company’s productivity initiatives. The higher costs were partially offset by increased benefit payments primarily resulting from planned headcount reductions due to the Company’s productivity initiatives. The prior year actuarial gain was primarily due to the increase in the discount rate.

The change in the benefit obligation for other postretirement benefit plans included an actuarial loss due to the decrease in the discount rate, as described in the “Plan Assumptions” section contained herein. The gains attributable to plan amendments and other adjustments reflect increases in prescription drug co-payments and medical out-of-pocket and plan deductibles by retirees.

The change in plan assets for the Company’s defined benefit pension plans for 2008 and 2007 was as follows:

(In thousands)	Pensions						Other Postretirement Benefits
Change in Plan Assets	2008			2007			2008			2007
Fair value of plan assets at January 1	$	5,032,094		$	4,662,030		$	—		$	—
Actual return on plan assets		(1,169,585	)		397,888			—			—
Adjustments		—			71,555			—			—
Company contributions		820,058			228,170			118,517			100,799
Benefits paid		(593,445	)		(373,105	)		(118,517	)		(100,799	)
Currency translation adjustment		(108,778	)		45,556			—			—
Fair value of plan assets at December 31	$	3,980,344		$	5,032,094		$	—		$	—

The Company made contributions to the U.S. qualified defined benefit pension plans of $664.6 million and $171.5 million in 2008 and 2007, respectively. The contributions were made to fund a portion of the current pension expense for the U.S. qualified defined benefit pension plans, as well as to offset a portion of investment losses experienced in 2008. The current portion of the pension liability at December 31, 2008 and 2007 was approximately $25.1 million and $35.1 million, respectively.

There were no plan assets for the Company’s other postretirement benefit plans at December 31, 2008 and 2007, as postretirement benefits are funded by the Company when claims are paid. The current portion of the accrued benefit liability for other postretirement benefits was approximately $102.7 million and $99.8 million at December 31, 2008 and 2007, respectively.

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The Company expects to contribute approximately $440.0 million to its qualified defined benefit pension plans and make payments of approximately $103.0 million for its other postretirement benefits in 2009.

Amounts relating to our defined benefit pension and postretirement benefit plans, which are included in the consolidated balance sheet, are as follows:

(In thousands) Amounts Recognized in the Consolidated Balance Sheets	Pensions and Postretirement Benefits
	2008			2007
Other assets including deferred taxes	$	35,168		$	65,889
Pension liability		(1,626,408	)		(536,964	)
Postretirement benefit obligations		(1,880,030	)		(1,775,126	)
Accumulated other comprehensive income (loss)		(2,197,349	)		(1,081,325	)

Net periodic benefit cost for the Company’s defined benefit pension plans and other postretirement benefit plans for 2008, 2007 and 2006 was as follows:

(In thousands)	Pensions									Other Postretirement Benefits
Components of Net Periodic Benefit Cost	2008			2007			2006			2008			2007			2006
Service cost	$	201,760		$	213,930		$	193,124		$	52,896		$	57,424		$	49,070
Interest cost		332,278			312,583			282,764			109,136			102,808			95,074
Expected return on plan assets		(412,323	)		(404,174	)		(360,046	)		—			—			—
Amortization of prior service cost (credit)		3,842			8,822			10,635			(46,288	)		(41,970	)		(38,997	)
Amortization of transition obligation		465			706			455			—			—			—
Recognized net actuarial loss		70,601			104,411			129,540			46,349			53,034			52,689
Special termination benefits		20,446			—			—			—			—			—
Settlement (gain) loss		25,290			(83	)		(745	)		—			—			—
Net periodic benefit cost	$	242,359		$	236,195		$	255,727		$	162,093		$	171,296		$	157,836

Net periodic benefit cost for pensions increased slightly as a result of special termination benefits and settlement losses associated with the Company’s productivity initiatives, partially offset by lower actuarial losses for the year due to the increase in the discount rate.

Net periodic benefit cost for other postretirement benefits was lower in 2008 compared with 2007 due primarily to the adoption of plan amendments resulting in lower service cost amortizations and lower recognized losses due to favorable plan experience.

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Estimated Future Benefit Payments

The Company expects to pay the following in benefit payments related to its defined benefit pension plans and other postretirement benefit plans, which reflect expected future service, as appropriate. Expected payments for other postretirement benefits have been reduced by the Medicare Part D subsidy.

(In thousands)	Pensions		Other Postretirement Benefits	Medicare Part D Subsidy
2009	$	303,700	$  102,700	$	11,300
2010		327,200	107,700		12,300
2011		344,000	112,800		13,200
2012		373,000	116,100		14,100
2013		399,100	119,500		15,000
2014-2018		2,387,300	646,100		75,000

Plan Assumptions

Weighted average assumptions used in developing the benefit obligations at December 31 and net periodic benefit cost for the U.S. pension and postretirement plans were as follows:

	Pensions			Other Postretirement Benefits
Benefit Obligations	2008	2007	2006	2008	2007	2006
Discount rate	6.25%	6.45%	5.90%	6.25%	6.45%	5.90%
Rate of compensation increase	4.00%	4.00%	4.00%	—	—	—
	Pensions			Other Postretirement Benefits
Net Periodic Benefit Cost	2008	2007	2006	2008	2007	2006
Discount rate	6.45%	5.90%	5.65%	6.45%	5.90%	5.65%
Rate of compensation increase	4.00%	4.00%	4.00%	—	—	—
Expected return on plan assets	8.75%	9.00%	9.00%	—	—	—

The discount rate assumption relating to U.S. pension plan and other postretirement benefit liabilities is determined on an annual basis by the Company, with input from an outside actuary. The process by which the assumed discount rate is developed attempts to match the projected stream of benefit payments to the yields provided by high-quality corporate bonds (i.e., those rated Aa3 or better by Moody’s) at all points across the yield curve at the applicable measurement date. In developing the assumed discount rate, the rates at each point on the yield curve are weighted based on the proportion of benefit payments expected to be paid at that point on the curve relative to the total.

The expected return on assets of the Plans is determined on an annual basis by the Company, with input from an outside investment consultant. The Company maintains a long-term investment horizon (e.g., 10 years or more) in developing the expected rate of return assumption, and the impact of current/short-term market factors is not permitted to exert a disproportionate influence on the process. While long-term historical returns are a factor in this process, consideration also is given to forward-looking factors, including, but not limited to, the following:

• Expected economic growth and inflation;

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• The forecasted statistical relationship (i.e., degree of correlation, or co-movement) between the various asset classes in which the Plans invest;

• Forecasted volatility for each of the component asset classes;

• Current yields on debt securities; and

• The likelihood of price-earnings ratio expansion or contraction.

Finally, the expected return on plan assets does not represent the forecasted return for the near term; rather, it represents a best estimate of normalized capital market returns over the next decade or more, based on the target asset allocation in effect.

The assumed health care cost trends for the Company’s other postretirement benefit plans for 2008, 2007 and 2006 are as follows:

	Other Postretirement Benefits
Assumed Health Care Cost Trend	2008	2007	2006
Health care cost trend rate assumed for next year	9.00%	9.00%	9.00%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)	5.00%	5.00%	5.00%
Year that the rate reaches the ultimate trend rate	2015	2014	2011

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

(In thousands)	1 Percentage- Point Increase		1 Percentage- Point Decrease
Effect on annual service and interest cost	$	27,603	$	(22,048	)
Effect on postretirement benefit obligation		254,655		(209,367	)

10. Derivative Instruments and Foreign Currency Risk Management Programs

Derivative financial instruments are measured at fair value and are recognized as assets or liabilities on the balance sheet with changes in the fair value of the derivatives recognized in either Net income or Accumulated other comprehensive income (loss), depending on the timing and designated purpose of the derivative. The fair value of forward contracts, currency option contracts and interest rate swaps reflects the present value of the contracts, taking into consideration counterparty credit risk, at December 31, 2008.

The Company currently engages in two primary programs to manage its exposure to intercompany and third-party foreign currency risk. The two programs and the corresponding derivative contracts are as follows:

1. Short-term foreign currency forward contracts and swap contracts are used as economic hedges to neutralize month-end balance sheet exposures. These contracts essentially take the opposite currency position of that projected in the month-end balance sheet to counterbalance the effect of any currency movement. These derivative instruments are not designated as hedges and are recorded at fair value with any gains or losses recognized in current period earnings. The Company recorded a net gain of $154.7 million in 2008 and a net loss of $32.4 million and $85.8 million in 2007 and 2006, respectively, in Other (income) expense, net related to gains and losses on these foreign currency forward contracts and swap contracts.

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These amounts consist of gains and losses from contracts settled during 2008, 2007 and 2006, as well as contracts outstanding at December 31, 2008, 2007 and 2006 that are recorded at fair value. The related cash flow impact of these derivatives is reflected as cash flows from operating activities.

2. The Company uses foreign currency options and forward contracts in its cash flow hedging program to partially cover foreign currency risk related to international intercompany inventory sales. These instruments are designated as cash flow hedges, and, accordingly, any unrealized gains or losses are included in Accumulated other comprehensive income (loss) with the corresponding asset or liability recorded on the balance sheet. The Company recorded an after-tax net gain of $146.0 million in 2008 and after-tax net losses of $28.7 million and $10.3 million for 2007 and 2006, respectively, in Accumulated other comprehensive income (loss) with the corresponding asset/liability recorded in Other current assets including deferred taxes/Accrued expenses related to these cash flow hedges. The unrealized net gains in Accumulated other comprehensive income (loss) will be reclassified into the consolidated statement of operations when the inventory is sold to a third party. The Company anticipates recognizing the 2008 net gains during the next 12 months. In 2008, 2007 and 2006, the Company recognized net losses of $75.2 million, $13.9 million and $16.4 million, respectively, related to cash flow hedges on inventory that was sold to third parties. These losses are included in Other (income) expense, net. Option and forward contracts outstanding as of December 31, 2008 expire no later than September 2009.

The Company also has entered into the following effective fair value interest rate swaps to manage interest rate exposures:

			Fair Value
(In thousands)	Maturity Date	Notional Amount	Assets (Liabilities)
Hedged Notes Payable			2008		2007
$1,750,000, 5.500%	2014	$750,000	$	82,301	$	21,149
	2014	650,000		73,524		16,485
	2014	350,000		39,945		9,021
1,500,000, 6.700%	2011	750,000		68,563		42,814
	2011	750,000		67,540		42,377
1,500,000, 5.250%	2013	800,000		65,113		7,774
	2013	700,000		59,155		6,276
500,000, 6.450%	2024	250,000		64,676		12,845
300,000, 4.125%	2008	150,000		—		(245	)
	2008	150,000		—		(937	)
Total			$	520,817	$	157,559

These interest rate swaps effectively convert the fixed rate of interest on these Notes to a floating rate. Interest expense on these Notes is adjusted to include the payments made or received under the interest rate swap agreements. The fair value of these swaps has been recorded in Other assets including deferred taxes or Accrued expenses with the corresponding offset recorded to the respective underlying Notes in Loans payable/Long-term debt. There was no hedge ineffectiveness recorded by the Company in the consolidated statement of operations in 2008, 2007 or 2006.

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11. Income Taxes

The components of the Company’s Income before income taxes based on the location of operations were:

(In thousands) Year Ended December 31,	2008		2007		2006
U.S.	$	3,092,674	$	3,677,087	$	2,486,467
Non-U.S.		3,245,413		2,779,595		2,943,437
Income before income taxes	$	6,338,087	$	6,456,682	$	5,429,904

The Provision for income taxes consisted of:

(In thousands) Year Ended December 31,	2008		2007		2006
Current:
Federal	$	707,307	$	645,579	$	229,348
State		89,560		5,774		(8,293	)
Foreign		699,068		724,565		390,857
Current provision for income taxes		1,495,935		1,375,918		611,912
Deferred:
Federal		327,326		293,656		671,386
State		32,837		131,951		(33,454	)
Foreign		64,156		39,197		(16,646	)
Deferred provision for income taxes		424,319		464,804		621,286
Total provision for income taxes	$	1,920,254	$	1,840,722	$	1,233,198

Net deferred tax assets were reflected on the consolidated balance sheets at December 31 as follows:

(In thousands)	2008			2007
Net current deferred tax assets	$	1,308,523		$	1,527,537
Net noncurrent deferred tax assets		2,070,566			1,645,647
Net current deferred tax liabilities		(12,891	)		(13,508	)
Net noncurrent deferred tax liabilities		(213,088	)		(158,835	)
Net deferred tax assets	$	3,153,110		$	3,000,841

Deferred income taxes are provided for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities. Deferred tax assets result principally from the recording of certain accruals and reserves that currently are not deductible for tax purposes, from an elective deferral for tax purposes of research and development costs, from loss carryforwards and from tax credit carryforwards. Deferred tax liabilities result principally from the use of accelerated depreciation for tax purposes.

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The components of the Company’s deferred tax assets and liabilities at December 31 were as follows:

(In thousands)	2008			2007
Deferred tax assets:
Diet drug product litigation accruals	$	381,914		$	790,408
Product litigation and environmental liabilities and other accruals		729,981			592,309
Postretirement, pension and other employee benefits		1,750,711			1,252,411
Net operating loss (NOL) and other carryforwards		44,788			45,910
State tax NOL and other carryforwards, net of federal tax		135,625			111,025
State tax on temporary differences, net of federal tax		175,829			180,748
Restructuring		91,053			81,045
Inventory reserves		600,190			449,340
Investments and advances		137,157			71,550
Property, plant and equipment		51,480			54,462
Research and development costs		245,174			324,650
Intangibles		83,508			122,113
Other		26,816			27,611
Total deferred tax assets		4,454,226			4,103,582
Deferred tax liabilities:
Tax on earnings which may be remitted to the United States		(205,530	)		(205,530	)
Depreciation		(709,870	)		(568,480	)
Pension and other employee benefits		(9,260	)		(25,874	)
Intangibles		(132,438	)		(136,815	)
Investments		(22,675	)		(23,767	)
Other		(102,253	)		(41,343	)
Total deferred tax liabilities		(1,182,026	)		(1,001,809	)
Deferred tax asset valuation allowances		(12,309	)		(7,689	)
State deferred tax asset valuation allowances, net of federal tax		(106,781	)		(93,243	)
Total valuation allowances		(119,090	)		(100,932	)
Net deferred tax assets	$	3,153,110		$	3,000,841

Deferred taxes for net operating losses and other carryforwards principally relate to federal and foreign net operating losses and tax credits that have various carryforward periods. Although not material, valuation allowances have been established for certain foreign deferred tax assets as the Company has determined that it was more likely than not that these benefits will not be realized. The Company has not established valuation allowances related to its net federal or foreign deferred tax assets of $2,960.7 million as the Company believes that it is more likely than not that the benefits of these assets will be realized.

As of December 31, 2008, the Company had deferred state tax assets for net operating loss carryforwards and tax credit carryforwards, net of federal tax, of $135.6 million and net deferred state tax assets for cumulative temporary differences, net of federal tax, of $175.8 million. Valuation allowances of $106.8 million have been established for state deferred tax assets, net of federal tax, related to net operating losses, credits and accruals as the Company determined it was more likely than not that these benefits will not be realized. The change in the valuation allowance in 2008 was due to adjustments relating to pension and other postretirement benefits included in Accumulated other comprehensive income (loss). In the third quarter of 2006 the Company released a previously established valuation allowance against state deferred tax assets of $70.4 million, net of tax ($0.05 per share-diluted) recorded within the Provision for income taxes.

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Wyeth        

As of December 31, 2008, income taxes were not provided on unremitted earnings of $13,322.3 million expected to be permanently reinvested internationally. If income taxes were provided on those earnings, such taxes would approximate $2,711.0 million.

The difference between income taxes based on the U.S. statutory rate and the Company’s provision was due to the following:

(In thousands) Year Ended December 31,	2008			2007			2006
Provision at U.S. statutory tax rate	$	2,218,330		$	2,259,839		$	1,900,467
Increase (decrease) in taxes resulting from:
Puerto Rico, Ireland and Singapore manufacturing operations		(344,793	)		(391,458	)		(546,544	)
Research tax credits		(69,925	)		(67,500	)		(64,115	)
Refunds of prior year taxes		(24,188	)		(4,836	)		(24,258	)
State taxes, net of federal taxes:
Provision		79,559			101,487			79,496
Valuation allowance adjustment		—			(10,513	)		(106,631	)
Restructuring/special charges		49,185			16,690			12,361
All other, net		12,086			(62,987	)		(17,578	)
Provision at effective tax rate	$	1,920,254		$	1,840,722		$	1,233,198

The tax benefit attributable to the effect of Puerto Rico manufacturing operations is principally due to a government grant in Puerto Rico that reduces the tax rate on most of the Company’s income from manufacturing operations in Puerto Rico from 39% to a range of 0% to 2% through 2023.

Total income tax payments, net of tax refunds, in 2008, 2007 and 2006 amounted to $1,440.2 million, $1,138.7 million and $621.2 million, respectively.

The Company files tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In 2007, the Company completed and effectively settled an audit for the 1998-2001 tax years with the Internal Revenue Service (IRS). Taxing authorities in various jurisdictions are in the process of reviewing the Company’s tax returns. Except for the California Franchise Tax Board, where the Company has filed protests for the 1996-2003 tax years, taxing authorities are generally reviewing tax returns for post-2001 tax years, including the IRS, which has begun its audit of the Company’s tax returns for the 2002-2005 tax years. Certain of these taxing authorities are examining tax positions associated with the Company’s cross-border arrangements. While the Company believes that these tax positions are appropriate and that its reserves are adequate with respect to such positions, it is possible that one or more taxing authorities will propose adjustments in excess of such reserves and that conclusion of these audits will result in adjustments in excess of such reserves. An unfavorable resolution for open tax years could have a material effect on the Company’s results of operations or cash flows in the period in which an adjustment is recorded and in future periods. The Company believes that an unfavorable resolution for open tax years would not be material to the financial position of the Company; however, each year the Company records significant tax benefits with respect to its cross-border arrangements, and the possibility of a resolution that is material to the financial position of the Company cannot be excluded.

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109” (FIN No. 48), on January 1, 2007. As

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Wyeth        

a result of the adoption, the Company recognized a $295.4 million increase in the liability for unrecognized tax benefits, interest and penalties across all jurisdictions, which were accounted for as a charge to Retained earnings on January 1, 2007. The Company’s gross unrecognized tax benefits at December 31, 2008 and December 31, 2007 were $1,185.5 million and $956.7 million, respectively. If these gross unrecognized tax benefits were recognized, there would be a net favorable impact on the Provision for income taxes of $975.9 million and $807.6 million at December 31, 2008 and 2007, respectively. A reconciliation of the change in gross unrecognized tax benefits during 2008 and 2007 is as follows:

(In thousands) Gross Unrecognized Tax Benefits	2008			2007
Balance at January 1	$	956,642		$	1,174,410
Additions relating to the current year		191,829			148,214
Additions relating to prior years		152,369			91,782
Reductions relating to prior years		(30,035	)		(40,035	)
Settlements during the year		(85,266	)		(266,603	)
Reductions due to lapse of statute of limitations		—			(151,126	)
Balance at December 31	$	1,185,539		$	956,642

The Company does not expect any significant changes to the above gross unrecognized tax benefits during the next 12 months.

The Company recognizes interest and penalties relating to gross unrecognized tax benefits as a component of Provision for income taxes. The Company had $319.4 million and $288.0 million of accrued interest and penalties as of December 31, 2008 and 2007, respectively.

12. Capital Stock

There were 2,400,000,000 shares of common stock and 5,000,000 shares of preferred stock authorized at December 31, 2008 and 2007, respectively. Of the authorized shares of preferred stock, there is a series of shares (8,971 shares and 9,467 shares outstanding at December 31, 2008 and 2007, respectively), which is designated as $2.00 convertible preferred stock. Each share of the $2.00 series is convertible at the option of the holder into 36 shares of common stock. This series may be called for redemption at $60.00 per share plus accrued dividends.

Changes in outstanding common stock during 2008, 2007 and 2006 were as follows:

(In thousands except shares of preferred stock)	2008		2007		2006
Balance at January 1	1,337,786		1,345,250		1,343,349
Issued for stock options	2,381		16,663		13,152
Purchases of common stock for treasury	(10,692	)	(25,800	)	(13,016	)
Issued for stock awards and conversions of preferred stock
(496, 1,617 and 3,631 shares in 2008, 2007 and 2006, respectively)	2,079		1,673		1,765
Balance at December 31	1,331,554		1,337,786		1,345,250

On January 27, 2006, the Company’s Board of Directors approved a share repurchase program

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Wyeth        

allowing for the repurchase of up to 15,000,000 shares of the Company’s common stock. The Company repurchased 13,016,400 shares of common stock during 2006. On January 25, 2007, the Company’s Board of Directors amended the previously authorized share repurchase program to allow for future repurchases of up to 30,000,000 shares of common stock, inclusive of 1,983,600 shares of common stock that remained under the prior authorization. On September 27, 2007, the Company’s Board of Directors further amended the program to allow for repurchases of up to $5,000.0 million of the Company’s common stock inclusive of $1,188.2 million of repurchases executed between January 25, 2007 and September 27, 2007 under the prior authorization. As of December 31, 2008, the remaining authorization for future repurchases under the amended program was $3,268.1 million. The share repurchase program has no time limit and may be suspended for periods or discontinued at any time.

Treasury stock is accounted for using the par value method. Shares of common stock held in treasury at December 31, 2008, 2007 and 2006 were 91,115,031, 84,864,647 and 77,342,696, respectively. The Company did not retire any shares held in treasury during 2008, 2007 and 2006.

13. Stock-Based Compensation

The Company adopted the provisions of SFAS No. 123R effective January 1, 2006. SFAS No. 123R requires all share-based payments, including grants of employee stock options, to be recognized in the statement of operations as compensation expense (based on their fair values) over the vesting period of the awards. The Company selected the modified prospective method as prescribed under SFAS No. 123R, which requires companies (1) to record compensation expense for the unvested portion of previously issued awards that remain outstanding at the initial date of adoption and (2) to record compensation expense for any awards issued, modified or settled after the effective date of the statement.

The following table summarizes the components and classification of stock-based compensation expense:

(In thousands except per share amounts) Year Ended December 31,	2008		2007		2006
Stock options	$	86,551	$	126,140	$	170,778
Restricted stock unit awards		69,307		41,916		43,818
Performance-based restricted stock unit awards		50,013		76,657		62,309
Stock-based compensation expense, after-tax	$	205,871	$	244,713	$	276,905
Pharmaceuticals	$	218,144	$	266,703	$	274,691
Consumer Healthcare		19,117		24,186		27,030
Animal Health		8,570		10,884		11,023
Corporate		68,511		65,756		80,586
Total stock-based compensation expense	$	314,342	$	367,529	$	393,330
Cost of goods sold	$	29,280	$	37,143	$	30,794
Selling, general and administrative		189,671		223,219		249,712
Research and development		95,391		107,167		112,824
Total stock-based compensation expense		314,342		367,529		393,330
Tax benefit		108,471		122,816		116,425
Stock-based compensation expense, after-tax	$	205,871	$	244,713	$	276,905
Decrease in diluted earnings per share	$	0.15	$	0.18	$	0.20

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Wyeth        

The fair value of issued stock options is estimated on the date of grant utilizing a Black-Scholes option-pricing model that incorporates the assumptions noted in the table below. Expected volatilities are based on implied volatilities from traded options on the Company’s stock and historical volatility of the Company’s stock price. The weighted average fair value of the options granted in 2008, 2007 and 2006 was determined using the following assumptions:

Year Ended December 31,	2008	2007	2006
Expected volatility of stock price	28.6%	20.1%	24.3%
Expected dividend yield	3.2%	2.1%	2.1%
Risk-free interest rate	3.3%	4.6%	5.0%
Expected life of options	6 years	6 years	6 years
Weighted average fair value of stock options granted	$10.21	$12.64	$12.92

Based on available guidance, the Company believes blended volatility rates that combine market-based measures of implied volatility with historical volatility rates are a more appropriate indicator of the Company’s expected volatility. The expected life of stock options is estimated based on historical data on exercises of stock options and other factors to estimate the expected term of the stock options granted. The expected dividend yields are based on the forecasted annualized dividend rate. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation expenses. The estimate of the forfeiture rate is based primarily upon historical experience of employee turnover. As actual forfeitures become known, stock-based compensation expense is adjusted accordingly.

The Company has several Stock Incentive Plans that provide for the granting of stock options, service-vested restricted stock unit awards and performance-based restricted stock unit awards. Under the Stock Incentive Plans, awards may be granted with respect to a maximum of 225,000,000 shares (of which 37,000,000 shares may be used for service-vested restricted stock unit and performance-based restricted stock unit awards). At December 31, 2008, there were 54,639,614 shares available for future grants under the Stock Incentive Plans, of which up to 16,258,442 shares were available for service-vested restricted stock unit and performance-based restricted stock unit awards.

During 2005, the Company implemented the Long Term Incentive Program (LTIP), which replaced the stock option program in effect at that time. Under the LTIP, eligible employees receive a combination of stock options, service-vested restricted stock units and/or performance-based restricted stock units. Stock options are granted with an exercise price equal to the market value of the Company’s common stock on the date the option is granted. Stock options vest ratably over a three-year period and have a contractual term of 10 years. The service-vested restricted stock units generally are converted to shares of common stock subject to the awardee’s continued employment on the third anniversary of the date of grant. The performance share unit awards granted in 2006 are composed of units that may be converted to shares of common stock (one share per unit) (up to 200% of the award) based on the achievement of certain performance criteria related to a future performance year (i.e., 2008 for a 2006 award) and on achievement of a second multi-year performance criterion; namely, Wyeth’s Total Shareholder Return ranking compared with that of an established peer group of companies for the period January 1, 2006 through December 31, 2008. Similarly, performance-based restricted stock unit awards granted in 2007 also are composed of units that may be converted to shares of common stock (one share per unit) (up to 200% of the award) based on certain performance criteria related to a future performance year (i.e., 2009 for a 2007 award) and for most awardees on the achievement of a second multi-year performance criterion; namely, Wyeth’s Total Shareholder Return ranking compared with

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Wyeth        

that of an established peer group of companies for the period January 1, 2007 through December 31, 2009. However, for certain of the Company’s executive officer awardees, the Compensation and Benefits Committee retains discretion to apply criteria in addition to, or in lieu of, the Total Shareholder Return ranking to reduce the amount of the award earned on account of the performance criteria for the future performance year.

The fair value of performance-based restricted stock unit awards is estimated on the grant date utilizing the Monte Carlo pricing model. This pricing model, which incorporates assumptions about stock price volatility, dividend yield and risk-free rate of return, establishes fair value through the use of multiple simulations to evaluate the probability of the Company achieving various stock price levels and to determine the Company’s ranking within its Total Shareholder Return performance criteria. However, for certain executive officers for which the Compensation and Benefits Committee retains discretion to apply criteria in addition to, or in lieu of, Wyeth’s Total Shareholder Return ranking, the fair value of performance-based restricted stock unit awards is estimated on the grant date utilizing the grant date stock price, discounted for the dividend yield. Similarly, the fair value of service-vested restricted stock unit awards is estimated on the grant date utilizing the grant date stock price, discounted for the dividend yield over the restricted period.

Some of the Stock Incentive Plans permit the granting of stock appreciation rights (SARs), which entitle the holder to receive shares of the Company’s common stock or cash equal to the excess of the market price of the common stock over the exercise price when exercised. At December 31, 2008, 2007 and 2006, there were no outstanding SARs.

Stock option information related to the plans was as follows:

Stock Options	2008		Weighted Average Exercise Price		2007		Weighted Average Exercise Price		2006		Weighted Average Exercise Price
Outstanding at January 1	143,134,236		$	51.46	150,988,314		$	50.04	154,950,739		$	49.13
Granted	12,334,654			44.42	11,853,706			55.62	12,527,320			48.21
Canceled/forfeited	(13,219,429	)		51.26	(3,044,952	)		52.76	(3,338,102	)		50.04
Exercised (2008 — $34.19 to $48.22 per share)	(2,385,211	)		40.79	(16,662,832	)		41.33	(13,151,643	)		37.64
Outstanding at December 31	139,864,250			51.04	143,134,236			51.46	150,988,314			50.04
Exercisable at December 31	119,039,312		$	51.51	118,217,254		$	51.66	119,360,854		$	51.47

The total intrinsic value of options exercised during 2008 was $12.3 million. As of December 31, 2008, the total remaining unrecognized compensation cost related to stock options was $115.4 million, which will be amortized over the respective remaining requisite service periods ranging from one month to three years. The aggregate intrinsic value of stock options outstanding and exercisable at December 31, 2008 was $12.2 million and $11.8 million, respectively.

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Wyeth        

The following table summarizes information regarding stock options outstanding at December 31, 2008:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$32.03 to 39.99	5,076,381	4.2 years	$	35.26	4,954,801	$	35.28
40.00 to 49.99	61,716,061	6.5 years		43.41	47,209,933		42.83
50.00 to 59.99	41,540,155	3.6 years		56.36	35,342,925		56.45
60.00 to 65.32	31,531,653	2.0 years		61.53	31,531,653		61.53
	139,864,250				119,039,312

A summary of service-vested restricted stock unit and performance-based restricted stock unit awards activity as of December 31, 2008 and changes during the 12 months ended December 31, 2008 is presented below:

Service-Vested and Performance-Based Restricted Stock Units	Number of Nonvested Units		Weighted Average Grant Date Fair Value
Outstanding units at January 1, 2008	10,517,910		$	48.38
Granted/Earned	4,497,977			42.92
Distributed	(3,283,334	)		44.08
Forfeited	(718,110	)		48.64
Outstanding units at December 31, 2008	11,014,443		$	47.41

As of December 31, 2008, the total remaining unrecognized compensation cost related to service-vested restricted stock unit and performance-based restricted stock unit awards amounted to $130.8 million and $66.8 million, respectively, which will be amortized over the respective remaining requisite service periods ranging from one month to four years.

At the April 24, 2008 Annual Meeting of Stockholders, the stockholders approved the 2008 Non-Employee Director Stock Incentive Plan under which directors receive only deferred stock units. This plan replaced the 2006 Non-Employee Director Stock Incentive Plan. Awards representing a maximum of 300,000 shares may be granted under the 2008 Non-Employee Director Stock Incentive Plan to new and continuing directors beginning in 2008. For the year ended December 31, 2008, 32,593 deferred stock units were issued from this plan.

At the April 27, 2006 Annual Meeting of Stockholders, the stockholders approved the 2006 Non-Employee Director Stock Incentive Plan, under which directors receive both stock options and deferred stock units. This plan replaced the Stock Option Plan for Non-Employee Directors and the 1994 Restricted Stock Plan for Non-Employee Directors and provided stock option and deferred stock units to continuing and new non-employee directors beginning in 2006. At December 31, 2008, a total of 73,500 options and 25,200 deferred stock units was granted, and no further grants will be issued from this plan.

Under the Stock Option Plan for Non-Employee Directors, a maximum of 250,000 shares was authorized for grant to non-employee directors at 100% of the fair market value of the Company’s common stock on the date of the grant. Options no longer will be issued from this plan, under which a total of 226,000 stock options was granted and remained outstanding as of December 31, 2008.

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Wyeth        

Under the 1994 Restricted Stock Plan for Non-Employee Directors, a maximum of 100,000 restricted shares may be granted to non-employee directors. The restricted shares granted to each non-employee director are not delivered until prior to the end of a five-year restricted period. At December 31, 2008, 46,400 shares were available for future grants. Non-employee directors who joined the Board of Directors prior to April 27, 2006 will continue to receive their annual grants under this plan up to the maximum allowable shares (for each non-employee director, 4,000 restricted shares in the aggregate in annual grants of 800 shares); however, non-employee directors who joined the Board of Directors on or after April 27, 2006 will not receive grants of restricted shares under this plan.

14. Accumulated Other Comprehensive Income (Loss)

The components of Accumulated other comprehensive income (loss) are set forth in the following table:

(In thousands)	Foreign Currency Translation Adjustments(1)			Net Unrealized Gains (Losses) on Derivative Contracts (2)			Net Unrealized Gains (Losses) On Marketable Securities (2)			Minimum Pension Liability Adjustments			Pension and Postretirement Benefit Plans (2)			Accumulated Other Comprehensive Income (Loss)
Balance January 1, 2006	$	25,604		$	(4,282	)	$	11,565		$	(97,612	)	$	—		$	(64,725	)
Period change		565,745			(6,060	)		4,157			(41,234	)		—			522,608
Adoption of SFAS No. 158		—			—			—			138,846			(1,269,395	)		(1,130,549	)
Balance December 31, 2006		591,349			(10,342	)		15,722			—			(1,269,395	)		(672,666	)
Period change		771,971			(18,340	)		(47,602	)		—			188,070			894,099
Balance December 31, 2007		1,363,320			(28,682	)		(31,880	)		—			(1,081,325	)		221,433
Period change		(837,558	)		174,653			(64,883	)		—			(1,116,024	)		(1,843,812	)
Balance December 31, 2008	$	525,762		$	145,971		$	(96,763	)	$	—		$	(2,197,349	)	$	(1,622,379	)

(1) Income taxes generally are not provided for foreign currency translation adjustments, as such adjustments relate to permanent investments in international subsidiaries.

(2) Deferred income tax assets (liabilities) provided for net unrealized (losses) gains on derivative contracts at December 31, 2008, 2007 and 2006 were $(78,600), $15,444 and $5,569, respectively; for net unrealized gains (losses) on marketable securities at December 31, 2008, 2007 and 2006 were $22,640, $9,476 and $(7,656), respectively; and for pension and postretirement benefit plans at December 31, 2008, 2007 and 2006 were $1,255,388, $617,964 and $774,323, respectively.

15. Contingencies and Commitments

Contingencies

The Company is involved in various legal proceedings, including product liability, patent, commercial, environmental and antitrust matters, of a nature considered normal to its business (see Note 8 for discussion of environmental matters), the most important of which are described below. It is the Company’s policy to accrue for amounts related to these legal matters if it is probable that a liability has been incurred and an amount is reasonably estimable. Additionally, the Company records insurance receivable amounts from third-party insurers when recovery is probable.

Prior to November 2003, the Company was self-insured for product liability risks with excess coverage on a claims-made basis from various insurance carriers in excess of the self-insured amounts and subject to certain policy limits. Effective November 2003, the Company became completely self-insured for product liability risks.

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Wyeth        

Accruals for product liability and other legal proceedings, except for the environmental matters discussed in Note 8, amounted to $1,406.2 million and $2,540.7 million as of December 31, 2008 and 2007, respectively. The Company also has receivables from insurance companies for these matters amounting to $241.9 million and $334.4 million as of December 31, 2008 and 2007, respectively.

Like many pharmaceutical companies in the current legal environment, the Company is involved in legal proceedings, including product liability, patent litigation, and suits and investigations relating to, among other things, pricing practices and promotional activities brought by governments and private payors, which 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, 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. Investigations and/or suits brought by governments and/or private payors, regardless of their merits, are costly, divert management’s attention and may adversely affect the Company’s reputation and demand for its products and, if resolved unfavorably, result in significant payments of fines or damages.

The Company intends to vigorously defend itself and its products in the litigation described below 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.

Product Liability Litigation

Diet Drug Litigation

The Company has been named as a defendant in numerous legal actions relating to the diet drugs Pondimin (which in combination with phentermine, a product that was not manufactured, distributed or sold by the Company, was commonly referred to as “fen-phen”) or Redux, which the Company estimated were used in the United States, prior to their 1997 voluntary market withdrawal, by approximately 5.8 million people. These actions allege, among other things, that the use of Redux and/or Pondimin, independently or in combination with phentermine, caused certain serious conditions, including valvular heart disease and primary pulmonary hypertension (PPH).

On October 7, 1999, the Company announced a nationwide class action settlement (the nationwide settlement) to resolve litigation brought against the Company regarding the use of the diet drugs Redux or Pondimin. The nationwide settlement covered all claims arising out of the use of Redux or Pondimin, except for PPH claims, and was open to all Redux or Pondimin users in the United States. As originally designed, the nationwide settlement was comprised of two settlement funds to be administered by an independent Settlement Trust. Fund A (with a value at the time of settlement of $1,000.0 million plus $200.0 million for legal fees) was created to cover refunds, medical screening costs, additional medical services and cash payments, education and research costs, and administration costs. Fund A was fully funded by contributions by the Company. Fund B (which was to be funded by the Company on an as-needed basis up to a total of $2,550.0 million, plus interest) would compensate claimants with significant heart valve disease. Any funds remaining in Fund A after all Fund A obligations were met were to be added to Fund B to be available to pay Fund B injury claims. In December 2002, following a joint motion by the Company and plaintiffs’ counsel, the Court approved

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Wyeth        

an amendment to the settlement agreement, which provided for the merger of Funds A and B into a combined Settlement Fund to cover all expenses and injury claims in connection with the nationwide settlement. The merger of the two funds took place in January 2003. Pursuant to the Seventh Amendment to the settlement agreement, which became effective on May 16, 2006, the Company has committed an additional $1,275.0 million to fund a new claims processing structure and a new payment schedule for claims for compensation based on Levels I and II, the two lowest levels of the five-level settlement matrix. Payments under the nationwide settlement may continue, if necessary, until 2018.

The Company was required to establish a security fund as part of agreements entered into by the Company relative to the Settlement Trust. As of December 31, 2008, the balance in the security fund was $940.2 million, which is included in Other assets including deferred taxes. The amounts in the security fund are owned by the Company and will earn interest income for the Company while residing in the security fund. The Company will be required to deposit an additional $180.0 million in the security fund if the Company’s credit rating, as reported by both Moody’s and S&P, falls below investment grade. In addition, the Company was required to establish a security fund in connection with the Seventh Amendment. The amounts in the Seventh Amendment security fund are owned by the Company and will earn interest income for the Company while residing in the Seventh Amendment security fund. As of December 31, 2008, the amount in the Seventh Amendment security fund was $255.0 million and was included in Other assets including deferred taxes.

The nationwide settlement agreement gave class members the right to opt out of the settlement after receiving certain initial settlement benefits if they met certain medical criteria. Approximately 63,000 class members who chose to leave the nationwide settlement subsequently filed lawsuits against the Company. As of December 31, 2008, the Company had settled approximately 99% of these claims.

As of December 31, 2008, the Company was a defendant in approximately 55 pending lawsuits in which the plaintiff alleges a claim of PPH, alone or with other alleged injuries. During the course of settlement discussions, certain plaintiffs’ attorneys have informed the Company that they represent additional individuals who claim to have PPH, but the Company is unable to evaluate whether any such additional purported cases of PPH would meet the nationwide settlement agreement’s definition of PPH, a precondition to maintaining such a lawsuit.

On October 10, 2008, a jury in the Philadelphia Court of Common Pleas hearing the case of Crowder, et al. v. Wyeth, et al., No. 06-00972, returned a verdict in favor of the Company at the close of the first phase of a reverse-bifurcated PPH trial; the trial therefore did not continue to the second, liability, phase. The jury found that plaintiffs had not proved that the use of Pondimin by the plaintiffs’ decedent had caused the PPH that led to her death. Prior to the start of the trial, the court had ruled that plaintiffs could not pursue a claim for punitive damages in the case. Plaintiffs are appealing the verdict in favor of the Company.

On October 22, 2008, a jury in New Jersey Superior Court, Bergen County, hearing the case of Stribling v. Wyeth Inc., et al., No. BER-L-2352-07 MT, in which plaintiff alleged that her use of Pondimin had caused PPH, returned a verdict in favor of the plaintiff and assessed total compensatory damages of $3.0 million against the Company. Prior to the start of the trial, the court had ruled that plaintiff could not pursue a claim for punitive damages in the case. The Company is appealing the verdict for the plaintiff.

The Company continues to work toward resolving the claims of individuals who allege that they have developed PPH as a result of their use of the diet drugs and intends to vigorously defend those PPH cases that cannot be resolved prior to trial. Additional PPH trials are scheduled for 2009.

The Company has recorded pre-tax charges in connection with the Redux and Pondimin diet drug matters, which, as of December 31, 2008, totaled $21,100.0 million. Payments to the nationwide class action settlement funds, individual settlement payments, legal fees and other items were $1,167.1 million, $481.6 million and $2,972.7 million for 2008, 2007 and 2006, respectively.

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The remaining diet drug litigation accrual is classified as follows at December 31:

(In thousands)	2008		2007
Accrued expenses	$	291,183	$	1,458,309
Other noncurrent liabilities		800,000		800,000
Total litigation accrual	$	1,091,183	$	2,258,309

The $1,091.2 million reserve balance at December 31, 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, PPH claims, and the Company’s legal fees related to the diet drug litigation. It is possible that additional reserves may be required in the future, although the Company does not believe that the amount of any such additional reserves is likely to be material.

Hormone Therapy Litigation

The Company is a defendant in numerous lawsuits alleging injury as a result of the plaintiffs’ use of one or more of the Company’s hormone or estrogen therapy products, including Premarin and Prempro. As of December 31, 2008, the Company was defending approximately 8,700 actions brought on behalf of approximately 10,800 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 Philadelphia Court of Common Pleas) for personal injuries, including claims for breast cancer, stroke, ovarian cancer and heart disease, allegedly resulting from their use of Premarin or Prempro. These cases were filed following the July 2002 stoppage of the hormone therapy subset of the Women’s Health Initiative study.

In addition to the individual lawsuits described above, numerous putative class actions have been filed on behalf of current or former Premarin or Prempro users in federal and state courts throughout the United States and in Canada. Plaintiffs in these cases generally allege personal injury resulting from their use of Premarin or Prempro and are seeking medical monitoring relief and purchase price refunds as well as other damages. The Company opposes class certification. Many of these plaintiffs have withdrawn or dismissed their class allegations. Only three putative class actions remain pending: a West Virginia state court case seeking certification of a statewide purchase price refund class (White v. Wyeth, et al., No. 04-C-127, Cir. Ct., Putnam County, W.V.), a California federal court case seeking certification of a statewide purchase price refund class (Krueger v. Wyeth, No. 03-cv-2496R, U.S.D.C., S.D. Cal.), and a putative Canadian nationwide personal injury class action (Stanway v. Wyeth, et al., No. S87256, Supreme Court, British Columbia, Canada). A class certification hearing in the White case was begun in 2008 but has been adjourned to a date not yet set in 2009. On February 19, 2008, prior to a hearing on plaintiffs’ class certification motion, the Krueger court denied plaintiffs’ motion without prejudice; no further activity has occurred since that time. No class certification hearing date has been scheduled in the Stanway matter.

One other putative class action was dismissed during 2008. Plaintiffs dismissed the putative province-wide personal injury class action that was pending in Alberta, Canada. Alcantara v. Wyeth, et al., No. 0601-00926, Court of Queens Bench of Alberta, Judicial District of Calgary, Canada.

On October 10, 2007, in Rowatt, et al. v. Wyeth, et al., No. CV04-01699, Second District Court, Washoe County, Nevada, a case in which three plaintiffs alleged that they had developed breast cancer as a result of their use of Premarin and/or Prempro, the jury returned a verdict in favor of the plaintiffs, awarding a total of $134.5 million in compensatory damages. On October 12, 2007, the Court determined that the jury had erroneously included damages of a punitive nature in its compensatory

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verdict and permitted the jury to re-deliberate on the compensatory award. The jury returned a new compensatory verdict in favor of the plaintiffs that totaled approximately $35.0 million. Following a brief evidentiary/argument phase, the jury was then instructed to deliberate for a third time on October 15, 2007 on the question of punitive damages. It did so, returning a verdict for plaintiffs totaling $99.0 million in punitive damages. On February 5, 2008, the trial court denied the Company’s motions for a new trial or for judgment notwithstanding the verdict. On February 19, 2008, the trial court entered an order remitting the total compensatory verdict for the three plaintiffs to $22.8 million and remitting the total punitive award to $35.0 million. On May 7, 2008, the Company filed a supersedeas bond in the amount of $72.3 million to secure its appeal of the judgment to the Nevada Supreme Court. The Company believes that it has strong arguments for reversal or further reduction of the awards on appeal due to the significant number of legal errors made during the trial and in the charge to the jury and due to a lack of evidence to support aspects of the verdict.

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

Of the 31 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 seven cases, four 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 (Rowatt and Scroggin) resulted in plaintiffs’ verdicts that the Company is appealing. Additional cases have been voluntarily dismissed by plaintiffs before a trial setting. Additional trials of hormone therapy cases 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.

In November 2008, the Nevada Attorney General filed suit against Wyeth and Pfizer under the Nevada Deceptive Trade Practices Act, alleging that the companies made false and misleading representations about the quality, safety and efficacy of hormone therapy products (State of Nevada v. Wyeth, et al., No. A575980, Dist. Ct., Clark Cty., NV). The complaint seeks, inter alia, injunctive relief, restitution, attorneys’ fees and treble damages. A leading plaintiffs’ firm in the product liability litigation is co-counsel with the Nevada Attorney General. This matter has been removed to federal court, but a motion to remand is pending.

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 December 31, 2008, the Company has recorded $174.3 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 either denied coverage or have reserved their rights with respect to such coverage. The Company believes that the denials of coverage are improper and intends to enforce its rights under the terms of those policies.

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Thimerosal Litigation

The Company has been served with approximately 390 lawsuits, on behalf of approximately 1,000 vaccine recipients, alleging that the cumulative effect of thimerosal, a preservative used in certain childhood vaccines formerly manufactured and distributed by the Company as well as by other vaccine manufacturers, causes severe neurological damage and/or autism in children. Twelve of these lawsuits were filed as putative nationwide or statewide class actions in various federal and state courts throughout the United States, including in Massachusetts, Florida, New Hampshire, Oregon, Washington, Pennsylvania, New York, California and Kentucky, seeking medical monitoring, a fund for research, compensation for personal injuries and/or injunctive relief. No classes have been certified to date, and all but one of the putative class actions have been dismissed, either by the court or voluntarily by plaintiffs. In the one remaining case, in Kentucky, the court dismissed all claims except plaintiffs’ fraud claim, which has been stayed.

To date, the Company generally has been successful in having these cases dismissed or stayed on the ground that the minor plaintiffs have failed to file in the first instance in the United States Court of Federal Claims under the National Childhood Vaccine Injury Act (Vaccine Act). The Vaccine Act mandates that plaintiffs alleging injury from childhood vaccines first bring a claim under the Vaccine Act. At the conclusion of that proceeding, plaintiffs may bring a lawsuit in federal or state court, provided that they have satisfied certain procedural requirements.

In July 2002, the Court of Federal Claims established an Omnibus Autism Proceeding with jurisdiction over petitions in which vaccine recipients claim to suffer from autism or autism spectrum disorder as a result of receiving thimerosal-containing childhood vaccines or the measles, mumps and rubella (MMR) vaccine. There currently are approximately 4,900 petitions pending in the Omnibus Autism Proceeding. The Court recently heard six test cases on claimants’ theories that either thimerosal-containing vaccines in combination with the MMR vaccine or thimerosal-containing vaccines alone can cause autism or autism spectrum disorder (a further group of three test cases on the theory that MMR vaccine alone can cause autism or autism spectrum disorder were not pursued at claimants’ request on the belief that the three test cases on the combination theory would also cover the evidence for MMR alone). On February 12, 2009, the Court rejected the three cases brought on the theory that a combination of MMR and thimerosal-containing vaccines caused claimants’ conditions. The Court in each case found that the scientific evidence against a connection between the vaccines and autism was significantly stronger than the evidence presented by the claimants. Decisions on the three test cases involving thimerosal-containing vaccines alone are expected later this year.

Under the terms of the Vaccine Act, if a claim is adjudicated by the Court of Federal Claims, a claimant must formally elect to reject the Court’s judgment if the claimant wishes to proceed against the manufacturer in federal or state court. Also under the terms of the Vaccine Act, if a claim has not been adjudicated by the Court within 240 days of filing, the claimant has 30 days to decide whether to opt out of the proceeding and pursue a lawsuit against the manufacturer. Upon a claimant’s motion, this 30-day window may be suspended for 180 days, allowing the claimant to withdraw once 420 days have passed. After this window has passed, if a claimant wishes to retain the right to sue a manufacturer at a later date, the claimant must remain in the Court of Federal Claims until a final decision is obtained. Of the approximately 1,000 vaccine recipients who have sued the Company, 718 have filed petitions with the Court of Federal Claims. Of those 718, 310 have withdrawn from the Court of Federal Claims, although not all of them have properly exhausted their remedies under the Vaccine Act.

In addition to the claims brought by or on behalf of children allegedly injured by exposure to thimerosal, certain of the approximately 390 pending thimerosal cases have been brought by parents in their individual capacities for loss of services and loss of consortium of the injured child. These claims are not currently covered by the Vaccine Act. Additional thimerosal cases may be filed in the future against the Company and the other companies that marketed thimerosal-containing products.

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In thimerosal litigation directly against the Company outside of the Omnibus Autism Proceeding, the first trial was expected to take place in November 2007 in Blackwell, et al. v. Sigma Aldrich, Inc., et al., No. 24-C-04-004829 (Baltimore City Circ. Ct., MD). The Blackwell trial date was adjourned by the court so that it could conduct an evidentiary hearing on the qualifications and opinions of the parties’ respective expert witnesses. On December 21, 2007, the court granted the Company’s motion to preclude plaintiffs’ expert witnesses from testifying that exposure to thimerosal-containing vaccines can cause autism. On February 8, 2008, the court granted the Company’s motion for summary judgment. Plaintiffs have appealed both orders. This matter is set for oral argument during the March 2009 term of the Maryland Court of Appeals.

Effexor Litigation

The Company has been named as a defendant in a multi-plaintiff suit, Baumgardner, et al. v. Wyeth, No. 2:05-CV-05720, U.S.D.C., E.D. Pa., on behalf of 10 plaintiff families alleging personal injury damages as the result of a family member’s use of Effexor. Plaintiffs allege that Effexor caused various acts of suicide, attempted suicide, hostility and homicide in adults and/or children or young adults taking the product. Plaintiffs seek an unspecified amount of compensatory damages.

The Company also is defending approximately 15 individual product liability lawsuits and has reached tolling agreements with another seven claimants in various jurisdictions alleging personal injuries, including, among other alleged injuries, wrongful death from suicide or acts of hostility allegedly resulting from the use of Effexor. In one of these cases, Giles v. Wyeth Inc., et al., No. 04-cv-4245-JPG, a jury in the United States District Court for the Southern District of Illinois returned a verdict in favor of the Company on July 24, 2007. The plaintiff had alleged that plaintiff’s decedent committed suicide after ingesting Effexor. Plaintiff appealed the case to the United States Court of Appeals for the Seventh Circuit and on February 12, 2009, that court unanimously affirmed the defense verdict. In another Effexor case with similar allegations, Dobbs v. Wyeth Pharmaceuticals, No. CIV-04-1762-D, the United States District Court for the Western District of Oklahoma entered judgment dismissing plaintiff’s failure to warn claims on January 18, 2008 on the basis of federal preemption. The court has stayed plaintiff’s remaining claims, and plaintiff has filed a notice of appeal to the United States Court of Appeals for the Tenth Circuit.

ProHeart 6 Litigation

Two putative class action lawsuits are pending involving the veterinary product ProHeart 6, which Fort Dodge Animal Health voluntarily recalled from the U.S. veterinary market in September 2004 and reintroduced to the market in June 2008. The putative class representative in Dill, et al. v. American Home Products, et al., No. CJ 2004 05879 (Dist. Ct., Tulsa Cty., OK) seeks to represent a nationwide class of individuals whose canines have been injured or died as a result of being injected with ProHeart 6. The plaintiffs are seeking compensatory damages for their alleged economic loss and punitive damages. The plaintiff in Rule v. Fort Dodge Animal Health, Inc., et al., No. 06-10032-DPW (U.S.D.C., D. Mass.), is seeking economic damages on behalf of herself and all other Massachusetts residents who purchased and had their pets injected with ProHeart 6. On May 12, 2008, the plaintiffs pursuing a third putative class action, Jones v. Fort Dodge Animal Health, No. 01 2005 CA 00761 (Cir. Ct., Alachua County, Florida), elected to dismiss that case with prejudice.

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Wyeth        

Patent Litigation

Enbrel Litigation

On April 20, 2006, Amgen filed suit against ARIAD Pharmaceuticals, Inc., et al., in the United States District Court of Delaware seeking a declaratory judgment that making, using, selling, offering for sale and/or importing into the United States Enbrel does not infringe United States Patent No. 6,410,516, owned by ARIAD, and that such patent is invalid. The Company and Amgen co-promote Enbrel in the United States, but the Company was not originally named as a party to that suit. ARIAD claims that its patent covers methods of treating disease by regulation or inhibition of NF-(kappa) B, a regulatory pathway within many cells. On April 17, 2007, ARIAD amended its Answer to add the Company as a party to the lawsuit and allege that Enbrel infringes ARIAD’s patent. ARIAD sought unspecified damages and further alleged that the Company willfully infringed that patent, entitling ARIAD to enhanced damages. Under its co-promotion agreement with Amgen for the co-promotion of Enbrel, the Company has an obligation to pay a portion of any patent litigation expenses related to Enbrel in the United States and Canada as well as a portion of any damages or other monetary relief awarded in such patent litigation. On December 12, 2007, the Court granted ARIAD’s request to dismiss its claims against the Company without prejudice. On September 19, 2008, the Court granted Amgen’s motion for summary judgment that Enbrel does not infringe that patent, and on October 3, 2008, the Court entered final judgment in favor of Amgen. ARIAD has appealed the judgment. The Company continues to believe that ARIAD’s patent is invalid, unenforceable and not infringed by Enbrel.

Protonix Litigation

The Company has received notifications from multiple generic companies that they have filed Abbreviated New Drug Applications (ANDA) seeking U.S. Food and Drug Administration (FDA) approval to market generic pantoprazole sodium 20 mg and 40 mg delayed release tablets. Pantoprazole sodium is the active ingredient used in Protonix. The Orange Book lists two patents in connection with Protonix tablets. The first of these patents covers pantoprazole. This compound patent protection, including the associated pediatric exclusivity, expires in January 2011. The other listed patent is a formulation patent and, together with the associated pediatric exclusivity, expires in June 2017. The Company’s licensing partner, Altana Pharma AG (Altana) (since acquired by Nycomed GmbH (Nycomed)), is the owner of these patents.

In May 2004, Altana and the Company filed suit against Teva Pharmaceuticals USA, Inc. and Teva Pharmaceutical Industries, Ltd. (collectively, Teva) in the United States District Court for the District of New Jersey alleging that Teva’s filing of an ANDA seeking FDA approval to market generic pantoprazole sodium tablets infringed the compound patent. As a result of the filing of that suit, final FDA approval of Teva’s ANDA was automatically stayed until August 2, 2007. On April 13, 2005, Altana and the Company filed suit against Sun Pharmaceutical Advanced Research Centre Ltd. and Sun Pharmaceutical Industries Ltd. (collectively, Sun) in the United States District Court for the District of New Jersey alleging that Sun’s filing of an ANDA seeking FDA approval to market generic pantoprazole sodium tablets infringed the compound patent. As a result of that suit, final FDA approval of Sun’s ANDA was automatically stayed until September 8, 2007. On August 4, 2006, Altana and the Company filed suit against KUDCO Ireland, Ltd. (Kudco) in the United States District Court for the District of New Jersey alleging that Kudco’s filing of an ANDA seeking FDA approval to market generic pantoprazole sodium tablets infringed the compound patent. As a result of that suit, final FDA approval of Kudco’s ANDA was automatically stayed until January 25, 2009. These litigations seek declaratory and injunctive relief against infringement of this patent prior to its expiration. These cases have been consolidated into a single proceeding pending before the United States District Court for the District of New Jersey.

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Teva’s and Sun’s ANDA for pantoprazole sodium tablets were finally approved by the FDA on August 2, 2007 and September 10, 2007, respectively. In anticipation of potential final approval of those ANDAs, on June 22, 2007, the Company and Nycomed filed a motion with the Court seeking a preliminary injunction against both Teva and Sun that would prevent them from launching generic versions of Protonix until the Court enters a final decision in the litigation. On September 6, 2007, the Court denied the motion. The Court determined that Teva had raised sufficient questions about the validity of the patent to preclude the extraordinary remedy of a preliminary injunction. The Court did not conclude that the patent was invalid or not infringed and emphasized that its findings were preliminary. The Company and Nycomed have appealed the Court’s denial of the preliminary injunction. The case will now proceed to trial, and the Court stated that, in order to establish that the patent is invalid at trial, the generic companies would need to meet a higher burden of proof, clear and convincing evidence.

In December 2007, Teva launched a generic pantoprazole tablet “at risk.” Sun also launched a generic pantoprazole tablet “at risk” in late January 2008. Following Teva’s “at risk” launch and as a result of its impact on the market, the Company launched its own generic version of Protonix tablets in January 2008. The Company and Nycomed have filed amended complaints seeking to recover lost profits and other damages resulting from Teva’s and Sun’s patent infringement and have requested a jury trial. The Company and Nycomed expect trial in this matter to occur no earlier than the second quarter of 2010. The Company and Nycomed intend to continue to vigorously enforce their patent rights and will continue to seek court orders prohibiting further sales of generic pantoprazole prior to expiration of the pantoprazole compound patent. The Company and Nycomed continue to believe that the pantoprazole patent is valid and enforceable and that the patent will withstand the challenges by these generic companies.

The Company also has received notice of ANDA filings for generic pantoprazole sodium tablets that acquiesced to the listed compound patent and challenged only the listed formulation patent. To date, the Company has not filed suit against those challengers. Any of those challengers could in the future modify their respective ANDA filings to challenge the compound patent. The Company also has filed suit against certain of the generic companies that have filed applications seeking FDA approval to market generic pantoprazole sodium 40 mg base/vial I.V. in the United States.

Effexor Litigation

On March 24, 2003, the Company filed suit in the United States District Court for the District of New Jersey against Teva alleging that the filing of an ANDA by Teva seeking FDA approval to market 37.5 mg, 75 mg and 150 mg venlafaxine HCl extended release capsules infringes certain of the Company’s patents and seeking declaratory and injunctive relief against infringement of these patents prior to their expiration. Venlafaxine HCl is the active ingredient used in Effexor XR (extended release capsules). The patents involved in the litigation relate to methods of using extended release formulations of venlafaxine HCl. These patents expire in 2017. Teva asserted that these patents are invalid and/or not infringed. In December 2005, the Company settled this litigation with Teva. This settlement became effective on January 13, 2006.

Under the terms of the settlement, Teva is permitted to launch generic versions of Effexor XR (extended release capsules) and Effexor (immediate release tablets) in the United States pursuant to the following licenses:

• A license (exclusive for a specified period and then non-exclusive) under the Company’s U.S. patent rights permitting Teva to launch an AB rated, generic version of Effexor XR (extended release capsules) in the United States beginning on July 1, 2010, subject to earlier launch based on specified market conditions or developments regarding the applicable patent rights, including the outcome of other generic challenges to such patent rights; and

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• An exclusive license under the Company’s U.S. patent rights permitting Teva to launch an AB rated, generic version of Effexor (immediate release tablets) in the United States beginning on June 15, 2006, subject to earlier launch based on specified market conditions.

In connection with each of these licenses, Teva has agreed to pay the Company specified percentages of profit from sales of each of the Teva generic versions. These sharing percentages are subject to adjustment or suspension based on market conditions and developments regarding the applicable patent rights.

The Company and Teva also executed definitive agreements with respect to generic versions of Effexor XR (extended release capsules) in Canada. As a result of the introduction of additional generic competition in Canada in the 2007 fourth quarter, the Company’s royalty from Teva on its Canadian sales of generic extended release venlafaxine HCl capsules has been suspended.

The above description is not intended to be a complete summary of all of the terms and conditions of the settlement. Many of the terms of the settlement, including the dates on which Teva may launch generic versions of the Company’s Effexor XR (extended release capsules) and Effexor (immediate release tablets) products and the terms of the Company’s sharing in Teva’s gross profits from such generic versions, are subject to change based on future market conditions and developments regarding the applicable patent rights, including the outcome of other generic challenges. There can be no assurance that Effexor XR (extended release capsules) will not be subject to generic competition in the United States prior to July 1, 2010.

Since the Teva settlement, the Company has settled two suits against other generic companies that have filed ANDAs seeking FDA approval to market venlafaxine HCl extended release capsules, as well as a suit against a company that filed an application with the FDA pursuant to 21 U.S.C. 355(b)(2), also known as a 505(b)(2) application, seeking approval to market venlafaxine HCl extended release tablets (described below). The Company has also granted a covenant not to sue to another generic company (described below).

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 against Impax Laboratories, Inc. (Impax). That suit alleged 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. Under the agreement, the Company has granted Impax a license that would permit Impax to launch its generic capsule formulation 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. 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 Pristiq.

On November 3, 2008, pursuant to a settlement agreement between the parties, the United States District Court for the Central District of California entered a consent judgment and dismissed the lawsuits filed by the Company against Anchen Pharmaceuticals, Inc. (Anchen). In those suits, the Company alleged 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 at issue in the previously settled Teva litigation. Under the agreement, the Company has granted Anchen a license that would permit Anchen to launch a generic capsule version of Effexor XR (extended release capsules)

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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, Anchen will pay the Company a specified percentage of profit from sales of the generic product.

The Company has seven suits pending against the following additional generic companies that have filed applications seeking FDA approval to market generic versions of venlafaxine HCl in the United States:

Generic Filer	Expiration of 30-Month Stay*	Court	Anticipated Trial Date
Lupin Ltd. and Lupin Pharmaceuticals, Inc.	July 29, 2009	U.S.D.C., D. Md.	May 2009
Sandoz Inc.	November 14, 2009	U.S.D.C., E.D.N.C.	Not yet scheduled
Mylan Pharmaceuticals Inc.	November 23, 2009	U.S.D.C., N.D.W.V.	October 2009
Wockhardt Limited	December 26, 2009	U.S.D.C., C.D. Cal.	September 2010
Biovail Corporation, Biovail Laboratories International SRL and Biovail Technologies, Ltd.	November 15, 2010	U.S.D.C., D. Del.	Not yet scheduled
Apotex Inc. and Apotex Corp.	January 10, 2011	U.S.D.C., S.D. Fla.	June 2009
Torrent Ltd. and Torrent Inc.	June 1, 2011	U.S.D.C., D. Del.	Not yet scheduled

* Pending an earlier court decision holding the patents at issue invalid or not infringed.

Following its launch of a generic version of venlafaxine HCl capsules in Canada, ratiopharm Inc. (ratiopharm) sued Wyeth and Wyeth Canada on October 24, 2007 in Federal Court in Canada, contending that ratiopharm’s marketing approval to sell generic venlafaxine HCl capsules in Canada had been wrongfully delayed over 18 months as a result of an abbreviated patent infringement proceeding brought by Wyeth and Wyeth Canada against ratiopharm in February 2006, which was dismissed on August 1, 2007. Ratiopharm is seeking damages based on alleged lost sales of its generic venlafaxine HCl capsules and other unspecified products for the time period in question. The Company believes that its Canadian patent covering extended release formulations of venlafaxine HCl, and methods of their use, is valid and has been infringed by ratiopharm. On December 6, 2007, the Company filed a Statement of Defence and Counterclaim denying that ratiopharm is entitled to damages and asserting that ratiopharm’s product infringes or infringed the Company’s patents.

In early 2008, the Company and Osmotica Pharmaceutical Corp. (Osmotica) settled the lawsuit brought by the Company against Osmotica in the United States District Court for the Eastern District of North Carolina. In that suit, the Company alleged that the filing by Osmotica of an application with the FDA pursuant to 21 U.S.C. 355(b)(2), also known as a 505(b)(2) application, seeking approval to market 37.5 mg, 75 mg, 150 mg and 225 mg venlafaxine HCl extended release tablets infringes two of the same patents at issue in the previously settled Teva litigation. Under the terms of the settlement, the Company granted Osmotica a license under certain of its patents pursuant to which Osmotica is required to pay the Company a royalty on its sales of extended release venlafaxine tablets. In May 2008, the FDA approved

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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. Osmotica launched its tablet product in October 2008.

In addition, on August 29, 2007, the Company received notice that Sun filed an ANDA seeking FDA approval to market venlafaxine HCl extended release tablets before the expiration of the Company’s patents at issue in the above-mentioned litigations. Sun asserted that these patents are not infringed and are invalid. Based upon Sun’s assertions and a review of Sun’s filing, the Company decided not to file suit against Sun and has provided Sun with a covenant not to sue limited to the product defined in Sun’s ANDA and the same three patents involved in the other litigations. On November 25, 2008, the FDA granted a citizen petition filed by Osmotica asking the agency to reject Sun’s pending ANDA for venlafaxine extended release tablets referencing Effexor XR (extended release capsules) on the ground that the proper reference drug for Sun’s ANDA should be Osmotica’s tablet product, not Effexor XR (extended release capsules). Pursuant to the FDA’s ruling, Sun will be required to withdraw its current ANDA and submit a new ANDA referencing Osmotica’s approved venlafaxine extended release tablet product and showing bioequivalence to that product, should Sun still wish to pursue approval of an extended release venlafaxine tablet.

ReFacto/Xyntha Litigation

On February 15, 2008, Novartis Vaccines and Diagnostics, Inc. (Novartis) filed suit against the Company and a subsidiary of the Company in the United States District Court for the Eastern District of Texas. The lawsuit alleges that the manufacture, use, sale, offer for sale, importation and/or exportation of the Company’s ReFacto product infringes United States Patent Nos. 6,060,447 and 6,228,620 B1. The complaint seeks damages, including treble damages, for alleged willful infringement. The Company answered that the two patents asserted by Novartis are invalid and not infringed and that Novartis’ claims are barred by laches and estoppel. On October 24, 2008, Novartis filed an amended Complaint, alleging that Xyntha, the Company’s recently approved recombinant factor VIII product, also infringes these two patents.

On May 16, 2008, a subsidiary of the Company filed suit in the United States District Court for the District of Delaware against 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.

Prempro Litigation

On September 27, 2007, two lawsuits were filed against the Company in Canada involving the Company’s patent applications concerning low-dose estrogen/progestin combinations. Wolfe v. Wyeth et al., Federal Court, Canada, File No. T-1742-07, and Wolfe et al. v. Wyeth et al., Superior Court of Justice, Ontario, Canada, File No. 55541. The Company markets such a combination as Prempro in the United States and other countries. In those suits, Dr. Wolfe, an individual, claims to be either the sole or a joint inventor of these applications. The action in the Canadian Federal Court asks that the Court decide the inventorship of patents relating to the Company’s current Prempro formulations. The action in the Superior Court of Ontario seeks an order declaring Dr. Wolfe to be the owner of the patent applications and seeks damages of approximately C$100.0 million for breach of contract, breach of confidence and breach of fiduciary duty, as well as approximately C$25.0 million in punitive damages. On February 15, 2008, the Company filed a declaratory judgment action against Dr. Wolfe in the U.S. District Court

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for the Eastern District of Pennsylvania arguing that Dr. Wolfe’s claims in the Superior Court are barred by the statute of limitations or asking for a declaration that no breach had occurred. Wyeth v. Wolfe, 2:08-cv-00754 (E.D. Pa.). In August 2008, the U.S. District Court ruled that Dr. Wolfe’s claims in the Ontario action are barred by the statute of limitations. The Company has asked the Superior Court of Ontario to dismiss Dr. Wolfe’s claims. The Company believes that Dr. Wolfe’s claims are without merit.

Pristiq Interference Proceeding

On November 13, 2008, the United States Patent and Trademark Office declared an interference between Wyeth U.S. Patent No. 7,291,347 and a patent application owned by Sepracor. The Company’s patent, one of the patents listed in the Orange Book for Pristiq, relates to oral dosage forms containing the active ingredient in Pristiq (O-desmethylvenlafaxine succinate). The interference proceeding will determine whether Wyeth scientists or Sepracor scientists were the first to invent the claimed subject matter, in this case, oral dosage forms containing Pristiq’s active ingredient. An interference relating to the active ingredient also may be declared between a separate Wyeth patent and a separate Sepracor patent application.

Commercial Litigation

Merger-Related Litigation

The Company and members of its Board of Directors have been named in lawsuits filed in federal and state court in New Jersey and in the Delaware Chancery Court seeking to rescind the Company’s merger agreement with Pfizer. The suits generally allege that the Company and its directors breached their fiduciary duties in entering into the merger agreement without regard to the fairness of the agreement to the Company’s shareholders and in failing to obtain the best possible value for the Company’s shares. Pfizer is also named as a defendant in some of these suits and is charged with aiding and abetting the Company directors’ alleged breaches. In addition to rescission of the merger agreement, the suits generally seek a permanent injunction preventing the consummation of the merger until the Company defendants have completed a process for the sale or auction of the Company that produces the best possible consideration for the Company’s shares. The Company intends to contest such litigation vigorously.

Pristiq-Related Litigation

On November 14, 2007, a putative class action was filed alleging that the Company and Robert Essner, the Company’s former Chairman of the Board and Chief Executive Officer, made false and/or misleading statements about the safety of Pristiq and failed to disclose hepatic and cardiovascular events seen in the Pristiq clinical trials, all in violation of Section 10(b) of the Securities Exchange Act of 1934 (the 1934 Act) and Rule 10b-5 promulgated thereunder, as well as Section 20(a) of the 1934 Act. Plaintiff claimed to have purchased Wyeth securities during the alleged class period (January 31, 2006 through July 24, 2007) and to have been damaged by the drop in the Company’s share price following the announcement of the FDA’s approvable letter for Pristiq for the treatment of vasomotor symptoms (VMS) on July 24, 2007. City of Livonia Employees’ Retirement System, et al. v. Wyeth, et al., No. 07-CV-10329, U.S.D.C., S.D.N.Y. In April 2008, plaintiffs filed an Amended Complaint which, inter alia, named several additional employee defendants and shortened the class period by approximately six months (the new class period beginning on June 26, 2006). A motion to dismiss the Amended Complaint has been filed and is awaiting a decision from the court.

On November 20, 2007, a shareholder derivative suit alleging breach of fiduciary duty, waste of corporate assets, unjust enrichment and violations of the 1934 Act relating to the FDA’s July 2007 approvable letter for Pristiq was filed against 16 current and former directors and officers of the

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Company. Staehr, et al. v. Essner, et al., No. 07-CV-10465, U.S.D.C., S.D.N.Y. Pursuant to an agreement between the parties, the derivative action will be stayed until such time as the court decides the motion to dismiss filed by the Company in the securities class action.

On February 27, 2008, an additional lawsuit was filed relating to the Company’s receipt of the approvable letter for the Pristiq VMS indication. Herrera, et al. v. Wyeth, et al., No. 08-cv-04688, U.S.D.C., S.D.N.Y., is a putative class action brought under the Employee Retirement Income Security Act of 1974, as amended (ERISA). The lawsuit, which was originally filed in federal court in New Jersey but which was subsequently transferred with the consent of all parties to the United States District Court for the Southern District of New York, alleges breach of fiduciary duty by Wyeth, the Wyeth Savings Plan Committee, the Wyeth Savings Plan-Puerto Rico Committee, the Wyeth Retirement Committee and eight current and former corporate officers and committee members for offering the Wyeth Common Stock Fund as an investment alternative to participants in the Wyeth Savings Plan, the Wyeth Union Savings Plan and the Wyeth Savings Plan-Puerto Rico. The complaint alleges that the individuals and committees permitted investment in the Wyeth Common Stock Fund notwithstanding their knowledge of cardiovascular and hepatic adverse events seen in clinical trials undertaken in connection with the Company’s New Drug Application (NDA) for Pristiq for VMS, that the defendants knew or should have known that those events would likely delay or prevent approval of the Pristiq VMS NDA, and that defendants failed to assure disclosure of those issues in the Company’s public statements about Pristiq. Plaintiff also alleges claims for breaches of the duties of loyalty and prudence under ERISA against each of the defendants. An Amended Complaint was filed in September 2008, and motions to dismiss the Amended Complaint were filed in December 2008. Briefing on those motions is not yet complete.

Average Wholesale Price Litigation

The Company, along with numerous other pharmaceutical companies, currently is a defendant in a number of lawsuits, described below, brought by both private and public persons or entities in federal and state courts throughout the United States in which plaintiffs allege that the Company and other defendant pharmaceutical companies artificially inflated the Average Wholesale Price (AWP) of their drugs, which allegedly resulted in overpayment by, among others, Medicare and Medicare beneficiaries and by state Medicaid plans. Plaintiffs involved in these lawsuits generally allege that this alleged practice is fraudulent, violates the Sherman Antitrust Act and constitutes a civil conspiracy under the federal Racketeer Influenced and Corrupt Organizations Act.

The Company is a defendant in two private class actions, Swanston v. TAP Pharmaceuticals Products, Inc., et al., No. CV2002-004988, Sup. Ct., Maricopa Cty., AZ; and International Union of Operating Engineers, et al. v. AstraZeneca PLC, et al., No. MON-L-3136-06, Super. Ct., Monmouth Cty., NJ, filed on behalf of Medicare beneficiaries who make co-payments, as well as private health plans and ERISA plans that purchase drugs based on AWP. The Swanston case is a putative statewide class action. The parties have been engaged in motion practice attempting to determine the extent to which the defendants, claims and drugs in this matter overlap those in the Multi-District Litigation (MDL) proceeding described below (to which the Company is not a party). A class certification hearing has been set for April 1, 2009. In 2008, the named plaintiff in the International Union of Operating Engineers matter, a putative nationwide class action, announced that it would not proceed with the case. The court dismissed the case without prejudice but vacated that order four months later when plaintiffs’ counsel attempted to substitute in two new union plaintiffs. Defendants were granted leave to file an interlocutory appeal of the vacation order by the New Jersey Appellate Division. That appeal will be argued in the first quarter of 2009.

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The Company also is a defendant in six AWP matters filed by state Attorneys General: State of Alabama v. Abbott Laboratories, Inc., et al., No. CV 2005-219, Cir. Ct., Montgomery Cy., AL; The People of Illinois v. Abbott Laboratories, Inc., et al., No. 05CH0274, Cir. Ct., Cook Cty., IL; State of Iowa v. Abbott Laboratories, Inc., et al., Case No. 4:07-cv-00461-JAJ-CFB, U.S.D.C., S.D. Iowa; State of Kansas ex. rel. Steve Six as Attorney General for the State of Kansas v. Wyeth, Inc., et al., No. 08CV2124-7, Dist. Ct., Wyandotte Cty., KS; State of Mississippi v. Abbott Laboratories, Inc., et al., No. C2005-2021, Chancery Ct., Hinds Cty., MS; and State of Utah v. Apotex Corporation, et al., No. 080907678, 3d Jud. Dist. Ct., Salt Lake Cty., UT. In each of these cases, the plaintiff alleges that defendants provided false and inflated AWP, Wholesale Acquisition Cost and/or Direct Price information for their drugs to various national drug industry reporting services. The Alabama, Illinois and Mississippi cases were removed to federal court in November 2006 but have since been remanded to state court. The Iowa case was removed to federal court and has been conditionally transferred to MDL proceedings taking place in the United States District Court for the District of Massachusetts under the caption: In re: Pharmaceutical Industry AWP Litigation, MDL 1456. The Illinois case, which was a previously dismissed case brought against a former subsidiary of the Company that manufactured generic pharmaceutical products and numerous other manufacturers, was subsequently reinstated. The trial court had dismissed the case on the ground that the plaintiff, the State of Illinois, does not reimburse for generic products based on AWP and that there was, therefore, no factual basis to keep the generic manufacturers in the suit. The state subsequently filed a Second Amended Complaint, and the generic manufacturers again moved to dismiss. The court denied that motion on September 8, 2008. A motion to dismiss was filed in the State of Utah case and the court recently ruled that the state had not pled its complaint with sufficient particularity. It allowed the state to amend its complaint within 45 days, consistent with the court’s opinion.

A total of 49 New York counties and the City of New York have filed AWP actions naming the Company and numerous other pharmaceutical manufacturers as defendants. All of these actions were removed to federal court, and 46 of the cases have been transferred to the MDL proceedings, where they have joined in a Consolidated Complaint, filed in June 2005, that asserts statutory and common law claims for damages suffered as a result of alleged overcharging for prescription medication paid for by Medicaid. The claims of the three remaining counties (Erie, Oswego and Schenectady) were remanded to state court and have now been consolidated at the state level; they will be assigned to a single judge in New York Supreme Court, Erie County.

Other Pricing Litigation

The Company is one of numerous defendants named in a putative class action lawsuit, County of Santa Clara v. Astra USA, Inc., et al., No. C 05 3740-WHA, U.S.D.C, N.D. Cal., allegedly filed on behalf of entities covered under Section 340B of the Public Health Service Act, 42 U.S.C. §256b (Section 340B). Section 340B requires that certain pricing discounts be provided to charitable institutions and provides methods for the calculation of those discounts. Plaintiff alleges that each defendant violated these statutory pricing guidelines and breached the Pharmaceutical Pricing Agreement that it entered into with Centers for Medicare & Medicaid Services, to which the applicable plaintiff is not a party. The complaint seeks an accounting, damages for breach of contract as a third-party beneficiary and unjust enrichment damages. Plaintiff requests a judgment requiring defendants to disclose their Best Prices (as defined under the Medicaid Drug Rebate statute) and Section 340B ceiling prices and injunctive relief. On February 14, 2006, the District Court granted defendants’ motion to dismiss all four of plaintiff’s causes of action but allowed plaintiff 15 days to attempt to replead its California False Claims Act cause of action with more specificity. Plaintiff did so, and defendants moved to dismiss the amended complaint, which was dismissed by the court in its entirety without leave to amend on May 17, 2006. Plaintiff filed a motion for leave to file a third amended complaint, which motion was denied on July 28, 2006, and the case was dismissed with prejudice. On appeal, the United States Court of Appeals for the Ninth Circuit reversed the trial court’s dismissal and remanded the case for further proceedings. The sole issue on appeal was whether covered §340B entities are “intended third-party beneficiaries” of the

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Pharmaceutical Pricing Agreements between the U.S. Secretary of Health and Human Services (HHS) and each of the defendant pharmaceutical manufacturers. The Ninth Circuit ruled that covered §340B entities are such beneficiaries and therefore have the right to sue for reimbursement of allegedly excess payments; they were not, however, entitled to challenge as false or inaccurate the reported Average Manufacturer Prices (AMP) reported to HHS for each drug. Upon remand, the district court entered a protective order precluding discovery into the calculation of defendants’ AMPs, but then sua sponte certified the question of the scope of allowable discovery for interlocutory appeal to the Ninth Circuit. The Ninth Circuit has now accepted that appeal, and briefing will take place during the second quarter of 2009.

Government Investigations

Since 2005, the Company and current and former employees of the Company have been served with a series of subpoenas from the United States Attorney’s Office for the District of Massachusetts seeking documents 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 and Premarin (including the Company’s quarterly calculations of the AMP and Best Price for Protonix oral tablets and I.V. products and the baseline AMP for Premarin). AMP (as defined under the Medicaid Drug Rebate statute) and Best Price are used to calculate rebates due to state Medicaid programs from the Company under that statute. Numerous current and former employees of the Company and one non-employee consultant have testified before the grand jury. The Company is producing documents responsive to the subpoenas on a rolling basis and is continuing to cooperate with the investigation. In addition, on October 1, 2008, the Company received a shareholder demand, made pursuant to Delaware corporate law, to inspect the books and records of the Board of Directors for the period from January 1, 2000 to date insofar as they relate to this grand jury investigation.

In March 2007, Wyeth received two subpoenas from the Office of the Delaware Attorney General requesting information relating to sales by the Company under the Nominal Pricing exception to the Medicaid Drug Rebate Best Price regulations. On various occasions, the Company sold certain of its products, including Protonix, Premarin and others, at nominal prices. Similarly, in March 2008, Wyeth received a letter from the Office of the Michigan Attorney General requesting documents related to any nominal pricing agreements concerning Wyeth for the period January 1, 1999 to date. Information was provided to these states in accordance with these requests. Since that time, the Office of the Delaware Attorney General has indicated that it is conducting its investigation on behalf of itself and several other states under the umbrella of the National Association of Medicaid Fraud Units in coordination with the Department of Justice. Those investigations are ongoing.

Qui Tam Litigation

On December 1, 2008, the United States District Court for the District of Massachusetts granted the relator’s Fed. R. Civ. P. Rule 41(a) Notice of Voluntary Dismissal Without Prejudice and Request for Court Approval in United States ex rel. Antone, et al. v. McKesson Corporation, et al., No. 03-11984-RWZ (U.S.D.C., D. Ma.), a qui tam action alleging violations of the federal False Claims Act (FCA) and of the FCAs of 15 states named as plaintiffs, including Illinois and Texas. The Company along with several other pharmaceutical manufacturers and other entities were named as defendants in the complaint, in which the relator alleged that the defendants engaged in a fraudulent repackaging scheme that defrauded the states’ Medicaid programs. The United States Attorney’s Office, District of Massachusetts, declined to intervene in this matter, and the case was dismissed.

On February 10, 2009, the United States District Court for the District of Massachusetts unsealed portions of a qui tam complaint that includes the Company as a defendant (not including the name of the relator who originally filed the case). United States ex rel.              v. Amgen, et al. Civil Action No. 06-10972WGY. The allegations in the complaint relate principally to another company’s alleged off-label promotion of two prescription drugs, one of which (Enbrel) is co-marketed by the Company. To date, the Department of Justice has not made a decision as to whether to intervene in this matter, and it has not sought any information from the Company.

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Contract Litigation

Trimegestone. The Company is the named defendant in a breach of contract lawsuit brought by Aventis in the Commercial Court of Nanterre in France arising out of an October 12, 2000 agreement between the Company and Aventis relating to the development of hormone therapy drugs utilizing Aventis’ trimegestone (TMG) progestin. In the 2000 agreement, the Company agreed to develop, manufacture and sell two different hormone therapy products: a product combining Premarin with TMG and a product combining 17 beta-estradiol and TMG, referred to as Totelle. The Company terminated the agreement in December 2003. Plaintiff alleges that the termination was improper and seeks monetary damages in the amount of $579 million, as well as certain injunctive relief to ensure continued marketing of Totelle, including compelling continued manufacture of the product and the compulsory licensing of Totelle trademarks. The Company believes that the termination was proper and in accordance with the terms of the agreement. On January 13, 2009, a three-judge tribunal rendered its decision in favor of the Company. Aventis has filed an appeal from the Commercial Court’s decision.

Antitrust Matters

K-Dur 20. In 2001, plaintiffs claiming to be direct and indirect purchasers of K-Dur 20, a potassium chloride product manufactured by Schering-Plough Corporation (Schering), filed numerous lawsuits in federal and state courts throughout the United States challenging as anticompetitive the Company’s 1998 settlement of certain patent litigation between Schering and ESI Lederle, a former division of the Company, which had sought approval to market a generic version of K-Dur 20. These lawsuits followed the issuance of an administrative complaint by the Federal Trade Commission (FTC) in which similar allegations were made. The Company settled with the FTC in April 2002. The settlement of the FTC action was not an admission of liability, did not involve any payment of money, and was entered to avoid the costs and risks of litigation in light of the Company’s previously announced exit from the oral generics business.

Generally, plaintiffs claim that the 1998 settlement agreement between the Company and Schering resolving the patent infringement action unlawfully delayed the market entry of generic competition for K-Dur 20 and that this caused plaintiffs and others to pay higher prices for potassium chloride supplements than plaintiffs claim they would have paid without the patent case settlement. Plaintiffs claim that this settlement constituted an agreement to allow Schering to monopolize the potassium chloride supplement markets in violation of federal and state antitrust laws, various other state statutes and common law theories such as unjust enrichment.

Currently, the Company is aware of approximately 45 private antitrust lawsuits that have been filed against the Company based on the 1998 patent case settlement. Many of these lawsuits were consolidated and coordinated as part of multi-district federal litigation 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. Two of the cases were brought by or on behalf of direct purchasers of K-Dur. The Company has settled both of these cases, one of which was brought on behalf of a national class of direct purchasers and the other of which was brought by various direct purchasers that had opted out of the direct purchaser class action.

In all of the other cases, plaintiffs claim to be indirect purchasers or end payors of K-Dur 20 or to be bringing suit on behalf of such indirect purchasers and seek to certify either a national class of indirect purchasers or classes of indirect purchasers from various states. These complaints seek various forms of relief, including damages in excess of $100 million, treble damages, restitution, disgorgement, declaratory and injunctive relief, and attorneys’ fees. Approximately half of these cases were filed in various federal courts. In April 2008, plaintiffs in these federal indirect purchaser cases voluntarily dismissed their claims following the federal court’s decision denying their motion for class certification.

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The remaining indirect purchaser cases were filed in various state courts around the country. Some of these state court cases have been dismissed, while some of these cases, which seek certification of various indirect purchaser classes, remain pending. There are currently 17 state court cases pending. The Florida Attorney General’s Office has initiated an inquiry into whether the Company’s settlement with Schering violated Florida’s antitrust laws. The Company has provided documents and information sought by the Attorney General’s Office.

Miscellaneous. The Company has been named as a defendant, along with other pharmaceutical manufacturers, in a civil action pending in California Superior Court in Alameda County, alleging that the defendant companies violated California law by engaging in a price fixing conspiracy that was carried out by, among other allegations, efforts to charge more for their prescription drugs sold in the United States than the same drugs sold in Canada, Clayworth v. Pfizer, et al., No. RG04-172428, Super. Ct., Alameda Cty., CA. The Trial Court overruled defendants’ demurrer to the Third Amended Complaint and held that plaintiffs’ conspiracy claims are adequately alleged. The Trial Court sustained the demurrer with respect to unilateral price discrimination claims. Defendants answered the Third Amended Complaint on July 15, 2005. Defendants moved for summary judgment in September 2006. The Trial Court granted defendants’ motion for summary judgment and entered judgment on January 4, 2007. Plaintiffs’ appeal to the Court of Appeal of the State of California, First Appellate District, was denied on July 25, 2008. Plaintiffs filed a petition for review in the California Supreme Court, which was granted on November 19, 2008.

The Company has been named as a defendant, along with other pharmaceutical manufacturers, wholesalers, two individuals from wholesaler defendant McKesson, and a wholesaler trade association, in a civil action filed in federal district court in New York by RxUSA Wholesale, Inc., RxUSA Wholesale, Inc. v. Alcon Labs, et al., No. CV-06-3447, U.S.D.C., E.D.N.Y. Plaintiff RxUSA Wholesale alleges, in relevant part, that the pharmaceutical manufacturer defendants individually refused to supply plaintiff with their respective pharmaceutical products and also engaged in a group boycott of plaintiff in violation of federal antitrust laws and New York state law. The complaint seeks treble damages, declaratory and injunctive relief, as well as attorneys’ fees. Defendants have moved to dismiss the Complaint. The motion is pending.

The Company was named as a defendant, along with its marketing partner on Protonix, Altana (since acquired by Nycomed), in a lawsuit filed in federal court in New Jersey, by two direct purchasers of Protonix, purporting to represent a putative class of direct purchasers of Protonix. Dik Drug Company, et al. v. Altana Pharma AG, et al., Civil Action No. 07-5849 (JLL/CCC), U.S.D.C., D.N.J. Plaintiffs allege that the Company and Altana have violated the federal antitrust laws by engaging in a scheme to block generic competition to Protonix, including procuring the patent that covers the active ingredient in Protonix, pantoprazole, by fraud on the United States Patent and Trademark Office and wrongfully listing the patent in the Orange Book. Plaintiffs further allege that the Company and Altana instituted baseless patent infringement litigation against two potential generic competitors to keep a lower-priced substitute from the market. The complaint seeks treble damages, declaratory relief and costs, including attorneys’ fees. In addition, two actions have been brought against the Company, Altana and Nycomed by indirect purchasers of Protonix, purporting to represent putative national classes of indirect purchasers of Protonix. Fawcett v. Altana, et al., Civil Action No. 07-6133 (JLL), and Painters’ District Council No. 30 v. Altana, et al., Civil Action No. 07-6150 (JLL). Both actions have been filed in federal court in New Jersey. Plaintiffs in these actions allege various violations of federal and state antitrust laws, as well as violations of various state consumer protection statutes. Like plaintiffs in the Dik Drug case, these plaintiffs allege that defendants engaged in a course of anticompetitive conduct intended to secure an unlawful monopoly through procurement of an unenforceable patent and to extend that alleged unlawful monopoly by preventing entry of generics. The complaints seek declaratory and injunctive relief, damages, as well as restitution, disgorgement, constructive trust and unjust enrichment. All three antitrust cases have been consolidated and stayed pending resolution of the underlying patent litigation.

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On January 16, 2008, the European Commission announced a sector-wide competition law inquiry into the pharmaceutical industry. EU Pharmaceuticals Sector Inquiry, Case No. COMP/D2/39.514. This investigation was launched by unscheduled inspections at the European offices of a number of branded and generic pharmaceutical companies, including the Company’s U.K. offices. The Commission stated publicly that it has no indication that specific companies have violated the competition laws.

Regulatory Proceedings

Effexor Proceedings

In April 2003, a petition was filed with the FDA by a consultant on behalf of an unnamed client seeking the FDA’s permission to submit an ANDA for venlafaxine extended release tablets utilizing the Company’s Effexor XR (extended release capsules) capsules as the reference product. Such permission is required before a generic applicant may submit an ANDA for a product that differs from the reference product in dosage form or other relevant characteristics. In August 2003, the Company submitted comments on this petition, raising a number of safety, efficacy and patient compliance issues that could not be adequately addressed through standard ANDA bioequivalence studies and requested the FDA to deny the petition on this basis. In March 2005, the FDA granted the petition. In April 2005, the Company requested that the FDA reconsider its decision to grant the petition and stay any further agency action. However, as noted above, after accepting the filing of an ANDA from Sun for venlafaxine extended release tablets referencing Effexor XR (extended release capsules) in August 2007, the FDA ruled in November 2008 that the Sun ANDA must be withdrawn on the ground that its proper reference drug should be Osmotica’s venlafaxine extended release tablet product, not Effexor XR (extended release capsules) (see Patent Litigation – Effexor Litigation). As part of that ruling, the FDA stated that the outcome made it unnecessary to address the issues raised in the Company’s petition for reconsideration.

The Company is cooperating in responding to a subpoena served on the Company in January 2004 from the U.S. Office of Personnel Management, Office of the Inspector General, requesting certain documents related to Effexor. The subpoena requests documents related principally to educating or consulting with physicians about Effexor, as well as marketing or promotion of Effexor to physicians or pharmacists, from January 1, 1997 to September 30, 2003. Other manufacturers of psychopharmacologic products also have received subpoenas.

Zosyn Proceedings

In November 2005, Sandoz Inc. (Sandoz) filed a petition with the FDA requesting a determination that the Company’s previous formulation of Zosyn (piperacillin and tazobactam for injection) had not been discontinued for reasons of safety and effectiveness and requesting the FDA’s permission to submit ANDAs referencing the discontinued formulation. In January 2006, the Company submitted a comment requesting the FDA to deny the Sandoz petition on the grounds that (1) proposed generic products are not legally permitted to use discontinued formulations of existing products as reference drugs and (2) approval of a generic version of Zosyn that lacks the inactive ingredients in the current formulation of Zosyn would be contrary to FDA regulations and the public health. The matter is pending before the FDA.

In April 2006, the Company filed a petition with the FDA asking the FDA to refrain from approving any application for a generic product that references Zosyn unless the generic product complies with the U.S. Pharmacopeia standards on particulate matter in injectable drugs and exhibits the same compatibility profile as Zosyn, particularly with respect to compatibility with Lactated Ringer’s Solution and the aminoglycoside antibiotics amikacin and gentamicin. The Company further requested

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that in the event the FDA chooses to approve a generic product that did not exhibit the same compatibility profile as Zosyn, the FDA would condition such approval upon the applicant’s implementation of a risk minimization action plan to address the confusion that would necessarily arise as a result of such difference. The matter is pending before the FDA.

Other third parties also have submitted petitions and comments to the FDA related to this matter, all of which are pending before the agency.

In December 2008 and January 2009, the Company received notice that five generic companies each have filed ANDAs seeking FDA approval to market generic versions of Zosyn. These notices alleged that the generic products do not infringe the Company’s patents. The Company is investigating these allegations. The Company believes that these ANDAs relate to the prior formulation of Zosyn.

Consent Decree

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

Environmental Matters

The Company is a party to, or otherwise involved in, legal proceedings under the U.S. Comprehensive Environmental Response, Compensation and Liability Act and similar state and foreign laws directed at the cleanup of various sites, including the Bound Brook, New Jersey site, in various federal and state courts in the United States and other countries. The Company’s potential liability in these legal proceedings varies from site to site. As assessments and cleanups by the Company proceed, these liabilities are reviewed periodically by the Company and are adjusted as additional information becomes available. Environmental liabilities inherently are unpredictable and can change substantially due to factors such as additional information on the nature or extent of contamination, methods of remediation required and other actions by governmental agencies or private parties.

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MPA Matter

The Company’s Wyeth Medica Ireland (WMI) subsidiary has received a Statement of Claim filed in the Irish High Court in Dublin by Schuurmans & Van Ginneken, a Netherlands-based molasses and liquid storage concern. Plaintiff claims it purchased sugar water allegedly contaminated with medroxyprogesterone acetate (MPA) from a WMI sugar water manufacturing effluent that was to have been disposed of by a third party. Plaintiff originally sought compensation in the amount of approximately €115 million for the contamination and disposal of up to 26,000 tons of molasses allegedly contaminated with MPA and for compensation on behalf of an unspecified number of its animal feed customers who are alleged to have used contaminated molasses in their livestock feed formulations. During discovery in 2008, plaintiff further particularized its losses as totaling approximately €24 million, exclusive of interest and legal fees. WMI has provided plaintiff bank guarantees in the amount of €28.6 million as security for the amounts claimed by plaintiff in its Statement of Claim. WMI also is subject to a number of other lawsuits seeking damages relating to alleged contamination of pigs with MPA.

In November 2006, WMI was served with criminal summonses charging WMI with 18 violations of the Waste Management Act and WMI’s Integrated Pollution Prevention and Control License in connection with five specifically identified shipments of MPA-contaminated sugar water waste from WMI’s Newbridge, Ireland facility. The Company thereupon initiated proceedings in the Irish High Court in Dublin challenging the right of the Director of Public Prosecutions (DPP) and the Irish Environmental Protection Agency to prosecute the alleged violations of WMI’s Integrated Pollution Prevention and Control License. WMI’s challenge was denied by the High Court, and WMI then appealed the High Court’s decision to the Supreme Court of Ireland, where the matter is now pending. The criminal prosecution of the five summonses alleging breach of WMI’s Integrated Pollution Prevention and Control License and, in effect, the entire prosecution in the local Circuit Court have been stayed pending resolution of the Supreme Court appeal.

Tax Matters

In 2002, a Brazilian Federal Public Attorney sought to contest a 2000 decision by the Brazilian First Board of Tax Appeals, which had found that the capital gain of the Company from its divestiture of its oral health care business was not taxable in Brazil. In current U.S. dollars, the claim is for approximately $124 million. The Company has timely filed a response in this action; and, other than procedural activities, no further action has been taken with respect to the Company in this matter.

Commitments

The Company leases certain property and equipment for varying periods under operating leases. Future minimum rental payments under non-cancelable operating leases with terms in excess of one year in effect at December 31, 2008 were as follows:

(In thousands)
2009	$	123,900
2010		98,400
2011		81,000
2012		67,000
2013		54,300
Thereafter		96,700
Total rental commitments	$	521,300

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Rental expense for all operating leases was $176.7 million, $182.4 million and $163.9 million in 2008, 2007 and 2006, respectively.

Other

As part of its business, the Company has made and will continue to make significant investments in assets, including inventory, plant and equipment, which relate to potential new products and potential changes in manufacturing processes or reformulations of existing products. The Company’s ability to realize value on these investments is contingent on, among other things, regulatory approval and market acceptance of these new products, process changes and reformulations. In addition, several of the Company’s existing products are nearing the end of their compound patent terms. If the Company is unable to find alternative uses for the assets supporting these products, these assets may need to be evaluated for impairment and/or the Company may need to incur additional costs to convert these assets to an alternate use. The Company’s productivity initiatives may involve the acceleration of the impairment of these assets and/or the incurrence of additional costs to convert these assets to alternate uses. Earlier than anticipated generic competition for these products also may result in excess inventory and associated charges.

16. Company Data by Segment

The Company has four reportable segments: Pharmaceuticals, Consumer Healthcare, Animal Health and Corporate. The Company’s Pharmaceuticals, Consumer Healthcare and Animal Health reportable segments are strategic business units that offer different products and services. The reportable segments are managed separately because they develop, manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies.

The Pharmaceuticals segment develops, manufactures, distributes and sells branded human ethical pharmaceuticals, biotechnology products, vaccines and nutritional products. Products include neuroscience therapies, musculoskeletal therapies, vaccines, nutritional products, anti-infectives, women’s health care products, hemophilia treatments, gastroenterology drugs, immunological products and oncology therapies.

The Consumer Healthcare segment develops, manufactures, distributes and sells OTC health care products that include pain management therapies, including analgesics and heat wraps, cough/cold/allergy remedies, nutritional supplements, and hemorrhoidal care and personal care items.

The Animal Health segment develops, manufactures, distributes and sells biological and pharmaceutical products for animals that include vaccines, pharmaceuticals, parasite control and growth implants.

Corporate is primarily responsible for the audit, controller, treasury, tax and legal operations of the Company’s businesses and maintains and/or incurs certain assets, liabilities, income, expenses, gains and losses related to the overall management of the Company that are not allocated to the other reportable segments.

The accounting policies of the segments described above are the same as those described in “Summary of Significant Accounting Policies” in Note 1. The Company evaluates the performance of the Pharmaceuticals, Consumer Healthcare and Animal Health reportable segments based on income (loss) before income taxes, which includes gains on the sales of non-corporate assets and certain other items. Corporate includes interest expense and interest income, gains/losses on investments in marketable securities and other corporate assets, certain litigation provisions, net productivity initiatives charges and other miscellaneous items.

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Company Data by Reportable Segment

(In millions) Year Ended December 31,	2008			2007			2006
Net Revenue by Principal Products
Pharmaceuticals:
Effexor	$	3,927.9		$	3,793.9		$	3,722.1
Prevnar		2,715.5			2,439.1			1,961.3
Enbrel
Outside U.S. and Canada		2,592.9			2,044.6			1,499.6
Alliance Revenue - U.S. and Canada		1,204.7			999.8			919.0
Nutritionals		1,633.9			1,443.0			1,200.8
Zosyn/Tazocin		1,264.0			1,137.2			972.0
Premarin family		1,070.4			1,055.3			1,050.9
Hemophilia family		950.1			767.5			663.2
Protonix family(1)		806.4			1,911.2			1,795.0
Other		2,859.6			3,030.4			3,100.3
Total Pharmaceuticals		19,025.4			18,622.0			16,884.2
Consumer Healthcare		2,720.6			2,736.1			2,530.2
Animal Health		1,087.9			1,041.7			936.3
Total	$	22,833.9		$	22,399.8		$	20,350.7
Income (Loss) before Income Taxes
Pharmaceuticals	$	6,651.4		$	6,164.5		$	5,186.4
Consumer Healthcare		482.7			519.2			516.2
Animal Health		195.7			194.1			163.7
Corporate(2)		(991.7	)		(421.1	)		(436.4	)
Total(2)	$	6,338.1		$	6,456.7		$	5,429.9
Depreciation and Amortization Expense
Pharmaceuticals	$	878.1		$	800.5		$	719.9
Consumer Healthcare		38.5			35.1			20.0
Animal Health		44.1			32.6			32.7
Corporate		46.9			50.5			30.4
Total	$	1,007.6		$	918.7		$	803.0
Expenditures for Long-Lived Assets(3)
Pharmaceuticals	$	1,218.2		$	1,410.6		$	1,228.3
Consumer Healthcare		366.9			72.2			35.3
Animal Health		43.6			42.4			37.2
Corporate		80.3			84.5			72.0
Total	$	1,709.0		$	1,609.7		$	1,372.8
Total Assets
Pharmaceuticals	$	19,042.4		$	18,814.9		$	17,171.6
Consumer Healthcare		2,081.1			1,833.4			1,492.9
Animal Health		1,538.3			1,569.4			1,430.0
Corporate		21,369.9			20,499.6			16,384.2
Total	$	44,031.7		$	42,717.3		$	36,478.7

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Company Data by Geographic Segment

(In millions) Year Ended December 31,	2008		2007		2006
Net Revenue from Customers(4)
United States	$	10,714.6	$	11,637.7	$	11,054.4
United Kingdom		1,114.6		1,083.2		999.5
Other international		11,004.7		9,678.9		8,296.8
Total	$	22,833.9	$	22,399.8	$	20,350.7
Long-Lived Assets(3)(4)
United States	$	8,139.3	$	8,211.2	$	8,075.9
Ireland		3,816.6		3,902.3		3,435.9
Other international		3,925.7		3,833.3		3,290.3
Total	$	15,881.6	$	15,946.8	$	14,802.1

(1) Protonix family net revenue for 2008 reflects revenue from both the branded product, $394.9, and the Company’s own generic version, $411.5, which was introduced in January 2008 in response to the “at risk” launch of infringing generic products. See Note 15 for discussion of Protonix litigation.

(2) 2008, 2007 and 2006 Corporate included net charges of $467.0, $273.4 and $218.6, respectively, relating to the Company’s productivity initiatives (see Note 3).

(3) Long-lived assets consist primarily of property, plant and equipment, goodwill, other intangibles and other assets, excluding deferred taxes, net investments in equity companies and various financial assets.

(4) Other than the United States and the United Kingdom, no other country in which the Company operates had net revenue of 5% or more of the respective consolidated total. Other than the United States and Ireland, no other country in which the Company operates had long-lived assets of 5% or more of the respective consolidated total. The basis for attributing net revenue to geographic areas is the location of the customer.

17. Merger Agreement with Pfizer

On January 26, 2009, the Company announced it had entered into a definitive merger agreement with Pfizer, a Delaware corporation, and a wholly owned Delaware subsidiary of Pfizer. Pursuant to the merger agreement and subject to the conditions set forth therein, the Pfizer subsidiary will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Pfizer.

As a result of the merger, each outstanding share of the Company’s common stock, other than shares of restricted stock (for which holders will be entitled to receive cash consideration pursuant to separate terms of the merger agreement), and shares of common stock held directly or indirectly by the Company or Pfizer (which will be canceled as a result of the proposed merger), and other than those shares with respect to which appraisal rights are properly exercised and not withdrawn, will be converted into the right to receive $33.00 in cash, without interest, and 0.985 validly issued, fully paid and non-assessable shares of common stock of Pfizer. Under the terms of the merger agreement, in the event that the number of shares of common stock of Pfizer issuable as a result of the merger would exceed 19.9% of the outstanding shares of common stock of Pfizer immediately prior to the closing of the merger, the stock portion of the merger consideration will be reduced so that no more than 19.9% of the outstanding shares of common stock of Pfizer become issuable in the merger, and the cash portion of the merger consideration will be increased by a corresponding amount.

The completion of the merger is subject to certain conditions, including, among others (i) adoption of the merger agreement by the Company’s stockholders, (ii) the absence of certain legal impediments to the consummation of the merger, (iii) the expiration or termination of the applicable waiting period

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under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and obtaining antitrust approvals in certain other jurisdictions, (iv) subject to certain materiality exceptions, the accuracy of the representations and warranties made by the Company and Pfizer, respectively, and compliance by the Company and Pfizer with their respective obligations under the merger agreement, (v) declaration of the effectiveness by the Securities and Exchange Commission of the Registration Statement on Form S-4 to be filed by Pfizer, and (vi) the lenders providing Pfizer with debt financing in connection with the merger shall not have declined to provide such financing at closing due to the occurrence of a Parent Material Adverse Effect (as defined in the merger agreement) or due to Pfizer failing to obtain (A) an unsecured long-term obligations rating of at least “A2” (with stable (or better) outlook) and a commercial paper credit rating of at least “P-1” (which rating shall be affirmed) from Moody’s and (B) a long-term issuer credit rating of at least “A” (with stable (or better) outlook) and a short-term issuer credit rating of at least “A-1” (which rating shall be affirmed) from S&P Ratings Group (it being understood that an unsecured long-term obligations rating of higher than “A2” and a long-term issuer credit rating of higher than “A” shall satisfy the foregoing condition, as applicable, irrespective of whether or not such rating(s) are subject to “negative watch” or “negative outlook”) (the Specified Financing Condition).

A copy of the joint press release announcing the transaction was filed as an exhibit to the Company’s Current Report on   Form 8-K filed with the Security and Exchange Commission on January 26, 2009. A copy of the merger agreement was filed as an exhibit to the Company’s Current Report on Form 8-K filed on January 29, 2009.

There are no assurances that the proposed transaction with Pfizer will be consummated on the expected timetable (during the second half of 2009) or at all. The merger agreement contains specified termination rights for the parties. If the merger agreement is terminated in certain circumstances where the Company receives an acquisition proposal that the Board of Directors of the Company determines is, or is reasonably likely to lead to, a Superior Proposal (as defined in the merger agreement), then the Company would be required to pay Pfizer a termination fee of (i) $1.5 billion if such proposal is received during the first 30 days following execution of the merger agreement or (ii) $2.0 billion if such proposal is received after the first 30 days following execution of the merger agreement. The Company would also be required to pay Pfizer a termination fee of $2.0 billion if (1) the merger agreement is terminated due to either the failure of the Company’s shareholders to approve the merger or the Company’s breach of the merger agreement, and, in each case, certain additional circumstances occur, and (2) within 12 months following such termination, the Company enters into a definitive agreement with a third party with respect to certain extraordinary transactions or certain extraordinary transactions are consummated. In addition, if as a result of an Intervening Event (as defined in the merger agreement) the Company’s Board of Directors changes its recommendation that its shareholders approve the merger, then Pfizer could terminate the merger agreement, in which case the Company would be required to pay Pfizer a $2.0 billion termination fee and reimburse Pfizer for up to $700.0 million of expenses incurred by Pfizer in connection with the merger.

If all conditions to the merger agreement are satisfied other than the Specified Financing Condition and Pfizer does not consummate the merger within the period specified in the merger agreement, then the merger agreement may be terminated by the Company, in which case Pfizer would be required to pay the Company a termination fee of $4.5 billion.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Wyeth:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, changes in stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Wyeth and its subsidiaries at December 31, 2008 and December 31, 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Notes 9 and 11 to the consolidated financial statements, the Company changed the manner in which it accounts for pensions and other postretirement benefits in 2006 and the manner in which it accounts for uncertainty in income taxes in 2007.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Florham Park, New Jersey

February 26, 2009

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Management Reports to Wyeth Stockholders

Management Report on Consolidated Financial Statements

Management has prepared and is responsible for the Company’s consolidated financial statements and related notes to consolidated financial statements. They have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and necessarily include amounts based on judgments and estimates made by management. All financial information in this Financial Report is consistent with the consolidated financial statements. The independent registered public accounting firm audits the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Our Audit Committee is comprised of non-employee members of the Board of Directors, all of whom are independent from our Company. The Committee charter, which is published on our Internet Web site (www.wyeth.com), outlines the members’ roles and responsibilities and is consistent with current U.S. securities laws and regulations and New York Stock Exchange guidelines. It is the Audit Committee’s responsibility to appoint the independent registered public accounting firm subject to stockholder ratification; approve audit, audit-related, tax and other services performed by the independent registered public accounting firm; and review the reports submitted by them. The Audit Committee meets regularly during the year with management, the internal auditors and the independent registered public accounting firm to discuss audit activities, internal control and financial reporting matters, including reviews of our externally published financial results. The internal auditors and the independent registered public accounting firm have full and free access to the Audit Committee.

We are dedicated to maintaining the high standards of financial accounting and reporting that we have established. We are committed to providing financial information that is transparent, timely, complete, relevant and accurate. Our culture demands integrity and an unyielding commitment to strong internal control over financial reporting. In addition, we are confident in our financial reporting, our underlying system of internal control and our people, who are expected to operate at the highest level of ethical standards pursuant to our Code of Conduct. Finally, we have personally executed all certifications required to be filed with the Securities and Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002 and the regulations thereunder regarding the accuracy and completeness of the consolidated financial statements. In addition, in 2008, we provided to the New York Stock Exchange the annual CEO certification regarding the Company’s compliance with the New York Stock Exchange’s corporate governance listing standards.

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Management Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

The Company’s internal control over financial reporting includes policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008 based upon criteria set forth in Internal Control – Integrated Framework issued by COSO. Based on this assessment, management determined that the Company’s internal control over financial reporting was effective as of December 31, 2008.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, which has audited and reported on the consolidated financial statements included herein, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2008 and has issued its written attestation report on the Company’s internal control over financial reporting, which precedes this report.

Bernard Poussot	Gregory Norden
Chairman, President and	Senior Vice President and
Chief Executive Officer	Chief Financial Officer

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Quarterly Financial Data (Unaudited)

(In thousands except per share amounts)	First Quarter 2008		Second Quarter 2008		Third Quarter 2008		Fourth Quarter 2008
Net revenue	$	5,710,649	$	5,945,358	$	5,829,582	$	5,348,319
Gross profit		4,148,636		4,261,421		4,258,115		3,917,969
Net income		1,196,947		1,122,094		1,138,407		960,385
Diluted earnings per share		0.89		0.83		0.84		0.71
(In thousands except per share amounts)	First Quarter 2007		Second Quarter 2007		Third Quarter 2007		Fourth Quarter 2007
Net revenue	$	5,368,686	$	5,648,050	$	5,619,536	$	5,763,526
Gross profit		3,894,175		4,117,873		4,001,955		4,072,108
Net income		1,254,104		1,198,521		1,145,905		1,017,430
Diluted earnings per share		0.92		0.87		0.84		0.75

Market Prices of Common Stock and Dividends

	2008 Range of Prices*						2007 Range of Prices*
	High		Low		Dividends Paid per Share		High		Low		Dividends Paid per Share
First quarter	$	48.84	$	38.39	$	0.28	$	52.25	$	47.75	$	0.26
Second quarter		48.72		41.21		0.28		62.20		50.51		0.26
Third quarter		49.80		35.80		0.28		58.00		43.65		0.26
Fourth quarter		38.80		28.06		0.30		49.54		43.65		0.28

* Prices are those of the New York Stock Exchange — Composite Transactions.

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Performance Graph (Unaudited)

The following graph shows the value as of December 31, 2008 of a $1,000 investment in the Company’s common stock as if made on December 31, 2003 (with dividends reinvested), as compared with similar investments based on (i) the value of the S&P 500 Index (with dividends reinvested) and (ii) the value of a market-weighted Peer Group Index composed of the common stock of Abbott Laboratories, Bristol-Myers Squibb Company, Johnson & Johnson, Eli Lilly and Company, Merck & Co., Inc., Pfizer Inc., Schering-Plough Corporation and Wyeth, in each case on a “total return” basis assuming reinvestment of dividends. The stock performance shown below is not necessarily indicative of future performance.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Overview

Our Business

Wyeth is one of the world’s largest research-based pharmaceutical and health care products companies and is a leader in the discovery, development, manufacturing and marketing of pharmaceuticals, biotechnology products, vaccines, nutritional products, over-the-counter (OTC) products and animal health products.

Our principal strategy for success is creation 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.

On January 26, 2009, we announced that we had entered into a merger agreement with Pfizer Inc. (Pfizer) and a wholly owned subsidiary of Pfizer, pursuant to which the Pfizer subsidiary will merge with and into our company, with our company surviving as a wholly owned subsidiary of Pfizer. Under the terms of the merger agreement, each outstanding share of our common stock, other than shares of restricted stock (for which holders will be entitled to receive cash consideration pursuant to separate terms of the merger agreement), and shares of common stock held directly or indirectly by us or Pfizer (which will be canceled as a result of the proposed merger), and other than those shares with respect to which appraisal rights are properly exercised and not withdrawn, will be converted into the right to receive $33.00 in cash, without interest, and 0.985 shares of common stock of Pfizer. The proposed merger has been approved by the Board of Directors of both companies and remains subject to approval by our stockholders, as well as certain additional conditions and approvals of various regulatory authorities. There are no assurances that the proposed merger with Pfizer will be consummated on the expected timetable (during the second half of 2009) or at all. The announcement of the proposed merger, whether or not consummated, may result in a loss of key personnel, may impact our relationships with third parties and may disrupt our sales and marketing, research and development, productivity initiatives or other key business activities, which may have an impact on our financial performance. The merger agreement generally requires us to operate our business in the ordinary course pending consummation of the merger, but includes certain contractual restrictions on the conduct of our business that may affect our ability to execute on our business strategies and attain our financial goals. Unless stated otherwise, all forward-looking information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations does not take into account or give any effect to the impact of our proposed merger with Pfizer. See Note 17 to our consolidated financial statements, “Merger Agreement with Pfizer,” contained in this 2008 Financial Report for additional details.

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In 2008, we achieved billion dollar or multibillion dollar revenue status in six of our product lines: Effexor, Prevnar, Enbrel, our nutritional products, Zosyn, and our Premarin family of products. In addition, 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, and Pristiq (desvenlafaxine), a structurally novel, once-daily serotonin-norepinephrine reuptake inhibitor, to treat adult patients with major depressive disorder (MDD). In April, we and our collaboration partner, Progenics Pharmaceuticals, Inc. (Progenics), received FDA approval for Relistor (methylnaltrexone) for 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. We and Progenics also have received approval from the European Commission and Health Canada for Relistor subcutaneous injection for the same indication. In December, a Marketing Authorization Application (MAA) was submitted to European regulators for approval to market Prevnar 13, the tradename for our investigational 13-valent pneumococcal conjugate vaccine, for the prevention of pneumococcal disease in infants and young children. We expect to complete our U.S. filing for pediatric use of the vaccine in the first quarter of 2009.

We believe that we now are the fourth largest biotechnology company in the world. In 2008, our revenue from biotechnology products, including vaccines, increased 17% over 2007 and comprised 43% of our total Pharmaceuticals revenue.

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We have three principal operating segments: Wyeth Pharmaceuticals (Pharmaceuticals), Wyeth Consumer Healthcare (Consumer Healthcare) and Fort Dodge Animal Health (Animal Health), which we manage separately because they develop, manufacture, distribute and sell distinct products and provide services that require differing technologies and marketing strategies. These segments reflect how senior management reviews the business, makes investing and resource allocation decisions, and assesses operating performance. The following table provides an overview of the business operations of each of these segments:

	Pharmaceuticals	Consumer Healthcare	Animal Health
% of 2008 Worldwide Net Revenue	83%	12%	5%
% of 2008 Segment Net Revenue Generated Outside U.S.	53%	49%	63%
Principal Business Operations	Develops, manufactures, distributes and sells branded human ethical pharmaceuticals, biotechnology products, vaccines and nutritional products	Develops, manufactures, distributes and sells over-the-counter health care products	Develops, manufactures, distributes and sells biological and pharmaceutical products for animals
Principal Product Categories	Neuroscience therapies, musculoskeletal therapies, vaccines, nutritional products, anti-infectives, women’s health care products, hemophilia treatments, gastroenterology drugs, immunological products and oncology therapies	Pain management therapies, including analgesics and heat wraps, cough/cold/allergy remedies, nutritional supplements, and hemorrhoidal care and personal care items	Vaccines, pharmaceuticals, parasite control (internal and external parasites) and growth implants

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

2008 Financial Highlights

• Worldwide net revenue increased 2% to $22,833.9 million in 2008 compared with 2007. Excluding the favorable impact of foreign exchange, worldwide net revenue increased 1%;

• Pharmaceuticals net revenue increased 2% in 2008 compared with 2007 and increased 1% excluding the favorable impact of foreign exchange. The increase reflects the strong performance of Enbrel, Prevnar, our nutritional products and Zosyn. New products Tygacil, Torisel and Pristiq also contributed to the increase in net revenue. These increases in net revenue were offset, in part, by lower sales of the Protonix family;

• Consumer Healthcare net revenue decreased 1% in 2008 compared with 2007 and decreased 2% excluding the favorable impact of foreign exchange. New sales from the acquisition of ThermaCare and higher sales of Caltrate and Centrum were more than offset by lower sales of Advil, Alavert, Dimetapp and Robitussin and lost revenue due to the divestiture of Primatene in the 2008 third quarter; and

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• Animal Health net revenue increased 4% in 2008 compared with 2007 and increased 3% excluding the favorable impact of foreign exchange. The increase reflects higher sales of livestock and poultry products, partially offset by lower sales of companion animal and equine products.

2009 Outlook

In 2009, we expect continued growth in our key pharmaceutical franchises Enbrel, Prevnar and nutritional products, along with our new products Torisel, Tygacil, Pristiq and Relistor, which will more than offset the impact of generic competition for Effexor XR and Zosyn. However, due to the estimated year-to-year impact of foreign exchange, pension expense and net interest expense discussed below, we expect diluted earnings per share for 2009 to be within a range of $3.33 to $3.53. Although we continue to expect that our proposed merger with Pfizer will be consummated in the second half of the year, this range assumes stand-alone operation of our business for the full year. This range excludes charges expected to be incurred in connection with our productivity initiatives and any transaction costs related to the proposed merger with Pfizer. This range is wider than we have historically given due to the volatility of foreign exchange and the uncertainty of other global economic conditions.

This earnings per share outlook assumes that our 2009 overall financial results, compared with 2008, will be adversely impacted in a range of $0.25 to $0.35 per diluted share by the following factors:

• An unfavorable year-to-year negative impact of foreign exchange, which will be only partially offset by the hedging program we have in place for certain currencies.

• The decline in the market value of our pension assets, which will increase pension expense. The incremental pension expense for 2009 as compared to 2008 is estimated to be approximately $0.13 per diluted share.

• The significant decline in interest rates on our cash and marketable securities portfolio, which will increase interest expense, net. Although ultimately determined by market conditions, lower marketable securities impairments in 2009 are expected to partially offset this reduction in interest income.

For an understanding of risks and uncertainties that could cause actual 2009 results to differ materially from our expectations, we encourage you to review the discussion under the caption “Our Challenging Business Environment” beginning on page 80 and the risks and uncertainties described in “Item 1A. RISK FACTORS” in our 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

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Our Principal Products

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

(Dollar amounts in millions)	2008 Net Revenue		% Increase/(Decrease) over 2007
Effexor	$	3,927.9	4%
Prevnar		2,715.5	11%
Enbrel
Outside U.S. and Canada		2,592.9	27%
Alliance revenue - U.S. and Canada		1,204.7	20%
Nutritionals		1,633.9	13%
Zosyn/Tazocin		1,264.0	11%
Premarin family		1,070.4	1%
Hemophilia family		950.1	24%
Protonix family (includes our own generic)		806.4	(58)%

• Effexor is our novel antidepressant for treating adult patients with MDD, generalized anxiety disorder, social anxiety disorder and panic disorder. Effexor remains our largest franchise and the number one selling antidepressant globally.

• Prevnar is our vaccine for preventing invasive pneumococcal disease in infants and young children and is now available in 92 countries worldwide and included in 30 national immunization programs (NIP). We produced and released more than 55 million doses of Prevnar in 2008, a 21% increase over 2007 production. In 2008, we sold more than 47 million doses, an increase of 20% over doses sold in 2007, and we have sold an aggregate of more than 220 million doses since Prevnar was launched. Revenue growth for Prevnar in 2008 was largely driven by the full year impact of NIPs launched in 2007 (Belgium and Denmark) and the commencement of 11 new NIPs in 2008 (Bahrain, Barbados, Cyprus, Hungary, Ireland, New Zealand, Peru, Slovakia, South Africa, Spain and Uruguay). In the future, we will continue to pursue opportunities to secure additional NIPs and launch the product in new markets.

• Enbrel is our treatment for rheumatoid arthritis, juvenile rheumatoid arthritis, psoriatic arthritis, plaque psoriasis and ankylosing spondylitis. We have exclusive rights to Enbrel outside the United States and Canada and co-promote Enbrel with Amgen Inc. (Amgen) in the United States and Canada. Enbrel is ranked fifth in global sales among all pharmaceutical products and is ranked first in total global sales among all biotech products. Enbrel is the first biologic with published clinical trial data that shows sustained improvements in multiple measures of efficacy in moderate to severe rheumatoid arthritis patients completing up to 10 years of therapy. The approval of competing products for the treatment of psoriasis in 2008 is expected to increase competition in this segment of the market in 2009.

• Nutritionals includes our infant formula and toddler products S-26 Gold, Promil Gold and Progress Gold. 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 focus our

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business on the premium sector of the market. Additionally, significant manufacturing capacity expansions currently are under way in the Asia/Pacific region to support our nutritionals business strategy.

• Zosyn (Tazocin internationally), our broad-spectrum I.V. antibiotic, is the number one selling injectable antibiotic worldwide.

• Our Premarin family of products remains the leading therapy to help women address moderate to severe menopausal symptoms.

• Our Hemophilia franchise, which includes BeneFIX, ReFacto AF and Xyntha, provides state-of-the-art products that offer patients with this lifelong bleeding disorder the potential for a near-normal life.

• Protonix (pantoprazole sodium) is our proton pump inhibitor for gastroesophageal reflux disease. Sales of Protonix were adversely affected during 2008 by the “at risk” launch of generic pantoprazole tablets in the United States. In response, we launched our own generic version of Protonix tablets in the 2008 first quarter.

See “Our Challenging Business Environment” beginning on page 80 for a discussion of certain competitive and other factors impacting, or that may impact, our principal products, including a discussion of generic competition for Effexor, Zosyn and Protonix.

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.

During the 2008 fourth quarter, strategic initiatives were implemented to focus our future discovery research and development efforts on six key therapeutic areas and 27 disease areas. The therapeutic areas include: neuroscience, vaccines, inflammation, oncology, metabolism and musculoskeletal. Prior to this initiative, our discovery research and development focus stretched across 14 therapeutic areas and 54 disease areas. In hemophilia and infectious diseases, we will continue to provide for our product franchises on an opportunistic basis. While we are making these changes to our discovery research and development focus, we expect to continue our support of the products we have in preclinical and clinical development.

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 (NDA) 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, together with information regarding the risk/benefit of Tygacil relative to any potential liver toxicity. In September 2008, we submitted our complete response to the approvable letter, resulting in a new FDA action date in the 2009 first quarter. 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 risk/benefit balance in community-acquired pneumonia at this time. We commenced a new Phase 2 clinical trial of Tygacil for the treatment of hospital-acquired pneumonia in the fourth quarter of 2008.

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Our NDA filing for Pristiq, a structurally novel, once-daily serotonin-norepinephrine reuptake inhibitor for the treatment of adult patients with MDD, was approved by the FDA in February 2008. FDA approval was subject to several post-marketing commitments. We began shipping Pristiq in April 2008 and conducted our full U.S. launch of the product in May 2008. In October 2008, as part of our global regulatory strategy and in consultation with the CHMP, we withdrew our central European MAA for desvenlafaxine for the treatment of MDD in adults and have chosen not to pursue it at this time. This decision was based on preliminary feedback from representatives of the CHMP that additional efficacy data for desvenlafaxine would be required for CHMP to recommend a positive opinion. We have received approval for Pristiq for the treatment of MDD in adults in nine countries, including the United States and Canada, and applications currently are pending in 28 additional markets.

With respect to our NDA filing with the FDA for Pristiq for the non-hormonal treatment of vasomotor symptoms associated with menopause, we received an approvable letter from the FDA in July 2007. In its letter, the FDA indicated that before the application could be approved, among other things, 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 requested clinical trial currently is under way and is expected to be completed in the first half of 2010. 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.

In November 2008, we terminated further development of Pristiq for fibromyalgia.

We and our collaboration partner, Progenics, are working to develop subcutaneous and/or oral formulations of Relistor for the treatment of opioid-induced constipation in settings outside of the palliative care setting (where we received approval from the FDA and the European Commission in 2008), such as for chronic pain. In addition, we and Progenics are studying the results of our Phase 3 studies of intravenous Relistor in the management of post-operative ileus to determine whether and how to continue development of an intravenous formulation for this indication.

In December 2008, we received a positive CHMP opinion with respect to our EU regulatory filing for Refacto AF (the EU trade name for Xyntha). We expect the decision of the European Commission during the 2009 first quarter and, if approved, anticipate launch in the second quarter of 2009. Xyntha/Refacto AF is a recombinant factor VIII product for patients with hemophilia A for both the control and prevention of bleeding episodes and surgical prophylaxis. Xyntha/Refacto AF 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 NDA for Xyntha was approved by the FDA in February 2008, and we began shipping the product in the United States in September 2008.

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

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committee to review our pending NDAs for both the treatment and prevention indications. We have received approvable letters with respect to each of these NDAs, in which, among other things, the FDA requested further analyses and discussion concerning the incidence of stroke and venous thrombotic events, identified certain issues concerning data collection and reporting, and requested additional source documents. 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 in 2009. In September 2007, we submitted our MAA in Europe for Viviant for the treatment and prevention of osteoporosis. During the ongoing review, the assessors have raised concerns similar to those of the FDA, as well as questions regarding non-clinical safety data. We submitted our response during the second half of 2008 and received a positive CHMP opinion in February 2009.

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 to discuss our planned NDA filing. While our discussions with the FDA are not yet complete, our plans currently contemplate an initial NDA filing for only the lower of the two principal doses studied in those trials. We must successfully complete additional work before filing an NDA, including finalizing our proposed commercial formulation and linking it to the formulations used in the clinical trials, and we now expect to file an initial NDA no earlier than the first half of 2010. 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.

The Phase 3 clinical programs for Prevnar 13 remain ongoing, with the FDA granting fast track designation to the vaccine for use in infants and toddlers in May 2008. In December 2008, we submitted an MAA to the European Medicines Agency for approval for the vaccine in infants and children from two months to five years of age. We are submitting our biologics license application for the vaccine in infants and toddlers to the FDA on a rolling basis as sections of the application are completed in order to facilitate the FDA’s review, and we expect to complete our U.S. filing for pediatric use of the vaccine in the first quarter of 2009. Further pediatric filings outside the United States will occur throughout 2009. Prevnar 13 is also being studied in Phase 3 global clinical trials in adults, with regulatory filings expected in 2010.

In December 2007, we and our collaboration partner, Elan Corporation, plc (Elan), 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. Elan is conducting the Phase 3 clinical program in North America while we are conducting the program in other countries worldwide. Based on an interim analysis of data from the principal Phase 2 trial, in early 2008, we initiated the submission of clinical trial applications to support initiating the Phase 3 program outside North America prior to the availability of the final Phase 2 data. In some countries, regulatory authorities asked to review the full Phase 2 data, the Phase 3 protocols and amendments, and/or the Phase 3 safety experience to date before approving the clinical trial applications or permitting continued enrollment and dosing. These actions resulted in slower enrollment than originally planned during 2008. The majority of these consultations with regulatory authorities now have occurred, and enrollment in the clinical studies in many of these countries is continuing, while in others we remain in discussions with the regulators.

We currently have two Phase 3 clinical programs in oncology under way: neratinib (HKI-272) under development for the treatment of women with advanced HER-2-positive breast cancer and bosutinib (SKI-606), a targeted kinase inhibitor under development for the treatment of

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chronic myelogenous leukemia. We recently discontinued our Phase 3 clinical study with inotuzumab ozogamicin (CMC-544), a targeted calicheamicin conjugate, under development for the treatment of follicular lymphoma due to slow enrollment in the study. However, a further Phase 3 clinical study with CMC-544 in the treatment of diffuse large beta cell lymphoma is planned to start in 2010.

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

Our diet drug litigation is described in greater detail in Note 15 to our consolidated financial statements, “Contingencies and Commitments,” contained in this 2008 Financial Report. The $1,091.2 million reserve balance at December 31, 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, primary pulmonary hypertension claims, and 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.

Additional trials of diet drug cases are scheduled for 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.

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 15 to our consolidated financial statements, “Contingencies and Commitments,” contained in this 2008 Financial Report. As of December 31, 2008, we were defending approximately 8,700 actions brought on behalf of approximately 10,800 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. 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. Although most of these putative class actions have been dismissed or withdrawn, a hearing for class certification in a West Virginia statewide refund class action that began in 2008 has been adjourned to a date not yet set in 2009.

Of the 31 hormone therapy cases alleging breast cancer that have been resolved after being set for trial, 24 now have 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 seven cases, four 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 appealing. Additional cases have been voluntarily dismissed by plaintiffs before a trial setting. Additional trials of hormone therapy cases 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.

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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 December 31, 2008, we have recorded $174.3 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 either denied coverage or have reserved their rights with respect to such coverage. We believe that the denials of coverage 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. Global economic conditions may accelerate these pricing pressures or lead to increased usage of generic and private label products. Regulatory burdens and safety concerns are increasing both the cost and time it takes to bring new drugs to market. Post-marketing regulatory and media scrutiny of product safety also is increasing.

Certain key challenges to our business are highlighted below, but we encourage you to review “Item 1A. RISK FACTORS” in our 2008 Annual Report on Form 10-K for more information about challenges, risks and uncertainties.

Sales of Protonix were adversely affected in 2008 by the “at risk” launch of generic pantoprazole tablets in the United States by Teva Pharmaceutical Industries, Ltd. and Teva Pharmaceuticals USA, Inc. (collectively, 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 Pharmaceutical Advanced Research Centre Ltd. and Sun Pharmaceutical Industries Ltd. (collectively, Sun) 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 15 to our consolidated financial statements, “Contingencies and Commitments,” contained in our 2008 Financial Report, Protonix is the subject of ongoing U.S. patent litigation between us and our 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

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invalid. We and Nycomed have appealed the Court’s denial of the preliminary injunction. In addition, we and Nycomed have filed amended complaints against Teva and Sun seeking damages resulting from their patent infringement and have requested a jury trial. We expect that trial in this matter will occur no earlier than the second quarter of 2010. We 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 the validity of the Protonix patent will be upheld or that we will recover monetary damages and/or obtain other requested relief. We also have filed a patent infringement litigation against KUDCO Ireland, Ltd. (KUDCo) based on its Paragraph IV certification for a generic Protonix tablet product. The thirty-month stay against KUDCo expired on January 25, 2009. If KUDCo decides to enter the market “at risk” prior to the expiration of the Protonix patent, we and Nycomed expect to file an amended complaint seeking damages against KUDCo.

Late in 2005, we reached agreement with Teva on a settlement of the U.S. patent litigation pertaining to Teva’s proposed generic version of Effexor XR (extended release capsules). 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 capsule version of Effexor XR (extended release capsules) in the United States beginning on July 1, 2010, subject to earlier launch based on specified events. Events that could trigger an earlier U.S. market entry by Teva with a generic version of Effexor XR (extended release capsules) include specific market conditions and developments regarding the applicable Wyeth patents, including the outcome of other generic challenges to the patents. Seven 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 Effexor XR (extended release capsules). Under the terms of the settlement, we have granted Impax a license that would permit Impax to launch its generic capsule 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 Pristiq.

In November 2008, we reached agreement with Anchen Pharmaceuticals, Inc. (Anchen) on a settlement of the U.S. patent litigation pertaining to Anchen’s proposed generic version of Effexor XR (extended release capsules). Under the terms of the settlement, we have granted Anchen a license that would permit Anchen to launch a generic capsule 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, Anchen will pay us a specified percentage of profit from sales of the generic product.

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 extended release venlafaxine HCl tablets. Venlafaxine HCl is the active ingredient used

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in Effexor XR (extended release capsules). Under the terms of the settlement, we have granted Osmotica a license under certain patents pursuant to which Osmotica will pay us a royalty on sales of its extended release venlafaxine tablets. In May 2008, the FDA 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. Osmotica launched its tablet product in October 2008.

In 2007, we granted a covenant not to sue to Sun, which had filed an Abbreviated New Drug Application (ANDA) seeking FDA approval to market venlafaxine HCl extended release tablets. The covenant not to sue was limited to the same three patents involved in the above-mentioned litigations and also was limited to the specific tablet product that is the subject of Sun’s ANDA. On November 25, 2008, the FDA granted a citizen petition filed by Osmotica asking the agency to reject Sun’s pending ANDA for venlafaxine extended release tablets referencing Effexor XR (extended release capsules) on the ground that the proper reference drug for Sun’s ANDA should be Osmotica’s tablet product, not Effexor XR (extended release capsules). Pursuant to the FDA’s ruling, Sun will be required to withdraw its current ANDA and submit a new ANDA referencing Osmotica’s approved venlafaxine extended release tablet product and showing bioequivalence to that product, should Sun still wish to pursue approval of an extended release venlafaxine tablet.

While we expect that the availability of one or more tablet products will result in erosion of Effexor XR (extended release capsules) sales in 2009, we believe that the overall impact will be much less significant than would be expected from AB rated generic competition.

The compound patent for venlafaxine in most markets outside the United States expired in December 2008, and generic versions of Effexor (immediate release tablets) and Effexor XR (extended release capsules) have been introduced in a number of major non-U.S. markets. In the 2008 fourth quarter, we began to see the impact of generic product launches in certain markets outside the United States; however, with the exception of Canada, where our combined net revenue from Effexor (immediate release tablets) and Effexor XR (extended release capsules) has decreased significantly since the availability of generic versions beginning in December 2006, the impact on our overall Effexor (immediate release tablets) results for 2008 was limited. We expect a significant impact on our sales of Effexor XR (extended release capsules) throughout 2009 as generic versions are introduced in additional markets outside the United States.

Demand in the United States in 2008 for Effexor XR (extended release capsules) declined slightly as we shifted promotional support to Pristiq, our new product for the treatment of adult patients with MDD, 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 reduction in promotional support.

Compound patent protection for Zosyn expired in the United States in February 2007. Certain additional patent protection remains. Our current formulation of Zosyn was approved by the FDA in 2005 and has additional patent protection until 2023. We believe that the timing and impact of generic competition for Zosyn in the United States will depend, among other factors, upon the timing and nature of the FDA’s response to the citizen petitions filed by Wyeth and third parties regarding Zosyn, which are discussed in greater detail in Note 15 to our consolidated financial statements, “Contingencies and Commitments,” in our 2008 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 July 2007. Accordingly, we are facing generic competition in a number of major markets outside the United States and may face generic competition in additional countries in the near future.

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In addition to competition from generic manufacturers, we face substantial competition from competing branded products. For example, Enbrel faces competition from multiple alternative therapies depending on the indication and country. Enbrel also faces potential competition from therapies under development. In addition, a competitor has developed a 10-valent pneumococcal vaccine, which was recently approved for sale in Canada and is pending approval in other markets (including the EU where the CHMP recommended approval in January 2009), which would compete with Prevnar and/or, if approved, Prevnar 13.

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.

In October 2007, the FDA convened a joint meeting of the Pediatric and Nonprescription Drugs Advisory Committees to discuss the safety and efficacy of 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 October 2008, the FDA held a public hearing to solicit comment on certain scientific, regulatory and product use topics relating to children’s cough and cold products, and the FDA has indicated that it intends to issue proposed revised regulations on the use of OTC cough and cold products in children. We have initiated voluntary changes to the labeling of our Robitussin and Dimetapp families of products to simplify the product labels by, among other things, separating Robitussin into two product lines: adult (for adults and children ages 12 and up) and children’s. Regulatory agencies in other countries also have made, and in the future may make, related recommendations on these products. These events have resulted in lower sales of our Robitussin and Dimetapp families of products and may further adversely impact sales of these products in the future.

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 families of products could be adversely impacted.

It is possible that concerns about misuse will lead to new point of sale restrictions on products containing dextromethorphan, such as our Robitussin and Dimetapp products. For example, the World Health Organization and the United Nations are conducting a formal review of dextromethorphan to determine if it meets the applicable criteria for international scheduling status as a controlled substance. Such status may subject these products to additional restrictions on sale and other requirements that could negatively affect sales.

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As described below under “Our Productivity Initiatives,” in 2008, we continued our productivity initiatives by launching Project Impact. If we are not able to fully execute the strategic transformation of our business contemplated by Project Impact, our future results of operations could be adversely affected.

Global economic conditions could impact consumer and customer demand for our products, as well as our ability to manage normal commercial relationships with our partners, distributors, manufacturers, suppliers and other third parties. If the current economic situation continues or deteriorates further, our business could be negatively impacted by reduced demand for our products or third-party disruptions resulting from tighter credit markets and other adverse economic conditions. For example, sales of our principal products are dependent, in part, on the availability and extent of reimbursement from third-party payors, including governments and private insurance plans. As a result of the volatility of the current financial markets, our third-party payors may delay or be unable to satisfy their reimbursement obligations, which could have an adverse effect on the sales of our products as well as our business and results of operations. In addition, increased economic hardship among consumers of our products, including unemployment, loss of health insurance and prescription drug benefits, and declining household income, also could adversely impact our business. We rely upon third parties for certain parts of our business, including licensees and partners, wholesale distributors of our products, contract clinical trial providers, contract manufacturers, unaffiliated third-party suppliers and counterparties to our investment arrangements. The recent volatility in the financial markets and the slowdown in the general economy may lead to a disruption or delay in the performance or satisfaction of commitments to us by these third parties, which could have an adverse effect on our business and results of operations.

We conduct a substantial portion of our business in currencies other than the U.S. dollar. While we attempt to hedge certain currency risks, currency fluctuations between the U.S. dollar and the currencies in which we do business have caused foreign currency transaction gains and losses in the past and will likely do so in the future. Likewise, past currency fluctuations have at times resulted in foreign currency transaction gains, and there can be no assurance that these gains can be reproduced. For example, the favorable impact of foreign exchange on our net revenue during the first nine months of 2008 was not replicated in the fourth quarter of 2008 due to a weakening of foreign currencies relative to the U.S. dollar. If the U.S. dollar maintains its current value or grows stronger against foreign currencies, our 2009 net revenue would be adversely affected. In addition, as a result of global economic conditions, our pension plan assets incurred a significant decline in market value in 2008, which we expect will result in increased pension expense of approximately $250.0 million in 2009. Further, due to the significant decline in interest rates on our investments, we expect that net interest expense will increase substantially in 2009.

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. Our productivity initiatives may involve the acceleration of the impairment of these assets and/or the incurrence of additional costs to convert these assets to alternate uses. Earlier than anticipated generic competition for these products also may result in excess inventory and associated charges.

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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 as we adapt to the continuously changing business climate. Prior to 2008, we had other global productivity initiatives programs in place.

In 2008, 2007 and 2006, we recorded net charges aggregating $467.0 million, $273.4 million and $218.6 million, respectively, related to the productivity initiatives. The 2008 charges were primarily severance and other employee-related costs resulting from an approximate 7% reduction in workforce during the year. Offsetting 2008 total charges was a $104.7 million gain on the sale of a manufacturing facility in Japan in the 2008 first quarter. The 2007 charges primarily related to manufacturing site network consolidation initiatives. The 2006 charges include costs related to the change in our primary care selling model and efficiency improvements to our global support functions. It is expected that additional costs will be incurred under our productivity initiatives over the next several years. When fully implemented, we expect Project Impact to generate annual cost savings in a range of $1.0 billion to $1.5 billion.

Critical Accounting Estimates

Our consolidated financial statements are presented in accordance with accounting principles that are generally accepted in the United States. All professional accounting standards effective as of December 31, 2008 have been taken into consideration in preparing the consolidated financial statements. Our preparation of the consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Some of those estimates are subjective and complex, and, therefore, actual results could differ from those estimates. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and if different estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur periodically, could materially impact the financial statements. Management believes the following critical accounting policies reflect the most significant estimates and assumptions used in the preparation of our consolidated financial statements.

Chargebacks/Rebates

Chargebacks/rebates, which are our most significant deductions from gross sales, are offered to customers based upon volume purchases, the attainment of market share levels and government mandates. Chargeback/rebate accruals, included in Accrued expenses, are established at the later of (a) the date at which the related revenue is recorded or (b) the date at which the incentives are offered. Reserves for chargebacks/rebates are estimated using historical rates and current wholesaler inventory data. Rebate rates are determined based on historical experience, trend analysis, demand conditions, competition and projected market conditions in the various markets served. Internal data as well as information obtained from external sources such as independent market research agencies and data from wholesalers are considered when establishing these reserves. Other factors, including identification of which products have been sold subject to a rebate, which customer or government price terms apply, and the estimated lag time between sale and payment of a rebate, also are considered. We continually monitor the adequacy of the

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accruals by analyzing historical rebate rates, making adjustments to originally recorded reserves when trends or specific events indicate that adjustment is appropriate and comparing actual payments with the estimates used in establishing the accrual. Historically, actual payments have not varied significantly from the reserves provided.

Product Returns

Provisions for product returns are provided for as deductions to arrive at Net revenue. We consider many factors in determining our reserves for product returns. Typically, those factors that influence the reserves do not change significantly from period to period and include: actual historical return activity, level of inventory in the distribution network, inventory turnover, demand history, demand projections, estimated product shelf life, pricing and competition. Internal data as well as information obtained from the wholesalers are considered when establishing these reserves. We have identified historical patterns of returns for major product classes, including new products. Return rates for new products are estimated by comparing the new product with similar product types that exist in our product line. We review our reserves for product returns quarterly to verify that the trends being considered to estimate the reserves have not changed materially. The reserves for product returns cover all products, and, historically, actual returns have not varied significantly from the reserves provided.

Wholesaler Agreements

We have entered into wholesaler service agreements with many of our full-line pharmaceutical wholesale distributors in the United States, including our three largest wholesale distributors, which accounted for approximately 29% of Net revenue in 2008. Under these agreements, the wholesale distributors have agreed, in return for certain price concessions, not to exceed certain targeted inventory levels. As a result, we, along with our wholesale partners, are able to manage product flow and inventory levels in a way that more closely follows trends in prescriptions.

Accruals for Legal Proceedings

We are involved in various legal proceedings, including product liability, patent, commercial, environmental and antitrust matters, of a nature considered normal to our business. These include allegations of injuries caused by our products, including Redux, Pondimin, Prempro, Premarin and Effexor, among others. The estimated amounts we expect to pay in these cases are accrued when it is probable that a liability has been incurred and the amount is reasonably estimable. In assessing the estimated costs, we consider many factors, including past litigation experience, scientific evidence and the specifics of each matter. Legal defense costs, which are expected to be incurred in connection with a loss contingency, are accrued when the contingency is considered probable and reasonably estimable. Additionally, we record insurance receivable amounts from third-party insurers when recovery is probable. Prior to November 2003, we were self-insured for product liability risks with excess coverage on a claims-made basis from various insurance carriers in excess of the self-insured amounts and subject to certain policy limits. Effective November 2003, we became completely self-insured for product liability risks.

In addition, we have responsibility for environmental, safety and cleanup obligations under various federal, state and local laws, including the Comprehensive Environmental Response, Compensation and Liability Act, commonly known as Superfund. In many cases, future environmental-related expenditures cannot be quantified with a reasonable degree of accuracy. As investigations and cleanups proceed, environmental-related liabilities are reviewed and adjusted as additional information becomes available. Environmental liabilities are undiscounted, do not consider potential recoveries from insurers or third parties and will be paid out over periods in which the remediation occurs.

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Stock-Based Compensation

Statement of Financial Accounting Standards (SFAS) No. 123R, “Share-Based Payment” (SFAS No. 123R), requires all share-based payments, including grants of employee stock options, to be recognized in the statement of operations as compensation expense (based on their fair values) over the vesting period of the awards. We determine the fair value of stock options using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates certain assumptions, such as the risk-free interest rate, expected volatility, expected dividend yield and expected life of the options. The weighted average assumptions used for grants during 2008 were as follows: the risk-free interest rate, 3.3%; expected volatility, 28.6%; expected dividend yield, 3.2%; and expected life of the options, six years.

Income Taxes

We apply an asset and liability approach to accounting for income taxes. Deferred tax liabilities and assets are recognized for the future tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The recoverability of deferred tax assets is dependent upon our assessment that it is more likely than not that sufficient future taxable income will be generated in the relevant tax jurisdiction to realize the deferred tax asset. In the event we determine future taxable income will not be sufficient to utilize the deferred tax asset, a valuation allowance is recorded. In the event we were to determine that we would be able to realize all or a portion of our net deferred tax assets, an adjustment to the valuation allowance would increase income in the period such determination was made. Likewise, should we subsequently determine that we would not be able to realize all or a portion of our net deferred tax assets in the future, an adjustment to the valuation allowance would be charged to income in the period such determination was made. We have not established valuation allowances related to our net federal deferred tax assets, as we believe that it is more likely than not that the benefits of these assets will be realized. Valuation allowances have been established for certain state and foreign deferred tax assets related to net operating losses, credits and temporary differences.

We are subject to income tax in many jurisdictions throughout the world and are regularly under examination by numerous taxing authorities. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes. These assessments involve complex judgments about future events and rely on estimates and assumptions by management. Actual audit results could differ from these estimates.

Actuarial Assumptions for Pension and Other Postretirement Benefit Plans

On an annual basis, we perform an internal study of actuarial assumptions. Based on this study, we determine the appropriate discount rate and expected long-term rate of return on plan assets for our defined benefit pension plans. In 2008, the discount rate used to determine our benefit obligation was decreased by 20 basis points to 6.25%, the discount rate used to determine our net periodic benefit cost was increased by 55 basis points to 6.45%, while the expected rate of return on plan assets was decreased by 25 basis points to 8.75%, which reflects our anticipated future market returns based upon the markets in which we invest. The net periodic benefit cost for our U.S. pension plans is expected to increase by approximately $190.0 million to $404.0 million in 2009 compared with 2008 primarily due to the decline in global equity markets during 2008. As a sensitivity measure, the effect of a 25 basis point decrease in our discount rate assumption would increase our net periodic benefit cost for our U.S. pension plans by approximately $9.0 million. A 1% decrease in the expected rate of return on plan assets would increase the U.S. pension plan expense by approximately $34.0 million.

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We also review the principal actuarial assumptions relating to our other postretirement benefit plans on an annual basis. We maintained the health care cost trend rate for 2008 at 9.00%, consistent with the prior year. This growth rate, ultimately, is expected to decrease to 5.00% by 2015 and remain constant thereafter. In reviewing postretirement claims data and other related assumptions, we believe that this trend rate appropriately reflects the trend aspects of our other postretirement benefit plans as of December 31, 2008. Similar to the pension plans discussed above, in 2008, the discount rate used to determine our other postretirement accumulated benefit obligation was decreased by 20 basis points to 6.25%, and the discount rate used to determine our net periodic benefit cost was increased by 55 basis points to 6.45%. Net periodic benefit cost in 2009 for our U.S. other postretirement benefit plans is expected to increase by approximately $14.0 million to $171.0 million compared with 2008 primarily due to a decrease in the discount rate from 6.45% to 6.25% and by changes in the health care trend factors and updated per capita claims, partially offset by full recognition of our productivity inititatives. As a sensitivity measure, the effect of a 25 basis point decrease in our discount rate assumption would increase our U.S. other postretirement net periodic benefit cost by approximately $5.0 million.

Restructuring and Other Related Charges

To improve efficiency, streamline operations and rationalize manufacturing facilities, we periodically record restructuring and other related charges that are associated with our productivity initiatives. As a result, we have made estimates and judgments regarding our future plans, including future termination benefits and other exit costs to be incurred when the restructuring actions take place. In connection with these actions, management also assesses the recoverability of long-lived assets employed in the business. These estimates and assumptions are closely monitored by management and periodically adjusted as circumstances warrant. For instance, expected asset lives may be shortened or an impairment recorded based on a change in the expected useful life or performance of the asset.

Management has discussed the development and selection of these critical accounting estimates with the Audit Committee of the Board of Directors, and the Audit Committee has reviewed our disclosure presented above.

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Results of Operations

2008 vs. 2007

Net Revenue

Worldwide Net revenue increased 2% to $22,833.9 million in 2008 compared with 2007 and increased 1% excluding the favorable impact of foreign exchange. The increase in international net revenue of 13% in 2008 was partially offset by a decrease in U.S. net revenue of 8% in 2008. The following table sets forth worldwide Net revenue for 2008, 2007 and 2006 by reportable segment together with the percentage changes in worldwide Net revenue from prior years:

(Dollar amounts in millions)	Year Ended December 31,						% Increase (Decrease)
Net Revenue	2008		2007		2006		2008 vs. 2007	2007 vs. 2006
Pharmaceuticals	$	19,025.4	$	18,622.0	$	16,884.2	2%	10%
Consumer Healthcare		2,720.6		2,736.1		2,530.2	(1)%	8%
Animal Health		1,087.9		1,041.7		936.3	4%	11%
Consolidated net revenue	$	22,833.9	$	22,399.8	$	20,350.7	2%	10%

The following table sets forth the percentage changes in 2008 and 2007 worldwide Net revenue by reportable segment and geographic area compared with the prior year, including the effect volume, price and foreign exchange had on these percentage changes:

	% Increase/ (Decrease) Year Ended December 31, 2008				% Increase Year Ended December 31, 2007
	Volume	Price	Foreign Exchange	Total Net Revenue	Volume	Price	Foreign Exchange	Total Net Revenue
Pharmaceuticals
United States	(9)%	1%	—	(8)%	—	6%	—	6%
International	10%	—	3%	13%	10%	—	6%	16%
Total	—	1%	1%	2%	5%	3%	2%	10%
Consumer Healthcare
United States	(10)%	2%	—	(8)%	1%	1%	—	2%
International	2%	3%	3%	8%	7%	1%	8%	16%
Total	(5)%	3%	1%	(1)%	4%	1%	3%	8%
Animal Health
United States	(14)%	5%	—	(9)%	6%	2%	—	8%
International	12%	—	2%	14%	5%	1%	8%	14%
Total	1%	2%	1%	4%	6%	1%	4%	11%
Total
United States	(10)%	2%	—	(8)%	—	5%	—	5%
International	9%	1%	3%	13%	10%	—	6%	16%
Total	—	1%	1%	2%	5%	2%	3%	10%

Pharmaceuticals

Worldwide Pharmaceuticals net revenue increased 2% for 2008 compared with 2007. Excluding the favorable impact of foreign exchange, worldwide Pharmaceuticals net revenue increased 1% for 2008. U.S. Pharmaceuticals net revenue decreased 8% for 2008 due primarily to lower sales of the Protonix family offset, in part, by higher sales of Zosyn, Effexor and Prevnar and higher Enbrel alliance revenue. The increase in Effexor and Prevnar net revenue was primarily due to

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price increases while the increase in Zosyn net revenue was primarily due to volume and price increases. Also contributing to the net revenue increase were new products Pristiq, Torisel and Tygacil.

International Pharmaceuticals net revenue increased 13% in 2008 and increased 10% excluding the favorable impact of foreign exchange. The 10% increase excluding the impact of foreign exchange was due primarily to higher sales of Enbrel resulting from volume increases. Prevnar also contributed to the increase in net revenue due to increased volume resulting from the launch of Prevnar in six new markets, as well as the full year impact from 2007 NIP launches and new revenue from 2008 NIP launches. Further driving the net revenue increase were sales increases of our nutritional products primarily due to price increases and increased sales of BeneFIX due to increased volume primarily associated with the reacquisition of European product rights in the 2007 third quarter.

Consumer Healthcare

Worldwide Consumer Healthcare net revenue decreased 1% for 2008 compared with 2007. Excluding the favorable impact of foreign exchange, worldwide Consumer Healthcare net revenue decreased 2% for 2008. Consumer Healthcare net revenue in the United States decreased 8% in 2008 due primarily to lower sales of Advil as a result of a shift in consumer buying patterns to non-branded products and lower sales of Dimetapp and Robitussin due to a significant drop in the cold and cough business resulting from FDA and industry announcements regarding the use of these products in children. Additionally, lower sales of Alavert and lost revenue due to the divestiture of Primatene in the 2008 third quarter contributed to the decrease in net revenue. Sales of ThermaCare, which was acquired in the 2008 third quarter, partially offset these decreases.

International Consumer Healthcare net revenue increased 8% in 2008 and increased 5% excluding the favorable impact of foreign exchange. The 5% increase excluding the impact of foreign exchange was primarily a result of higher sales of Centrum, Advil and Caltrate.

Animal Health

Worldwide Animal Health net revenue increased 4% for 2008 compared with 2007. Excluding the favorable impact of foreign exchange, worldwide Animal Health net revenue increased 3% for 2008. Animal Health net revenue in the United States decreased 9% due to lower sales of livestock, companion animal and equine products.

International Animal Health net revenue increased 14% in 2008 and increased 12% excluding the favorable impact of foreign exchange. The 12% increase excluding the impact of foreign exchange was due primarily to higher sales of livestock products, in particular, Zulvac bluetongue vaccine, along with higher sales of poultry and companion animal products.

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Significant Product Results

The following tables set forth significant 2008, 2007 and 2006 Pharmaceuticals, Consumer Healthcare and Animal Health worldwide net revenue by product:

Pharmaceuticals
(In millions)	2008		2007		2006
Effexor	$	3,927.9	$	3,793.9	$	3,722.1
Prevnar		2,715.5		2,439.1		1,961.3
Enbrel
Outside U.S. and Canada		2,592.9		2,044.6		1,499.6
Alliance revenue - U.S. and Canada		1,204.7		999.8		919.0
Nutritionals		1,633.9		1,443.0		1,200.8
Zosyn/Tazocin		1,264.0		1,137.2		972.0
Premarin family		1,070.4		1,055.3		1,050.9
Protonix family (includes our own generic)		806.4		1,911.2		1,795.0
BeneFIX		586.9		432.6		357.6
rhBMP-2		389.6		358.9		308.0
Oral contraceptives		386.0		433.9		454.9
Rapamune		375.8		364.8		336.9
ReFacto/Xyntha		363.2		334.9		305.6
Tygacil		216.2		137.9		71.5
Torisel		122.1		26.6		—
Pristiq		66.5		—		—
Other		1,303.4		1,708.3		1,929.0
Total Pharmaceuticals	$	19,025.4	$	18,622.0	$	16,884.2
Consumer Healthcare
(In millions)	2008		2007		2006
Centrum	$	728.0	$	704.9	$	657.1
Advil		673.3		684.1		620.2
Caltrate		249.2		225.9		195.1
Robitussin		198.7		220.3		225.5
ChapStick		137.6		139.7		127.9
Preparation H		111.7		109.7		103.1
Advil Cold & Sinus		71.8		73.7		61.0
Dimetapp		52.1		72.6		81.7
Alavert		36.7		56.0		49.8
ThermaCare		26.5		—		—
Other		435.0		449.2		408.8
Total Consumer Healthcare	$	2,720.6	$	2,736.1	$	2,530.2
Animal Health
(In millions)	2008		2007		2006
Livestock products	$	501.3	$	452.4	$	405.5
Companion animal products		309.8		317.9		283.9
Equine products		139.3		145.3		135.5
Poultry products		137.5		126.1		111.4
Total Animal Health	$	1,087.9	$	1,041.7	$	936.3

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Sales Deductions

We deduct certain items from gross revenue, which primarily consist of provisions for product returns, cash discounts, chargebacks/rebates, customer allowances and consumer sales incentives. Chargebacks/rebates are our most significant deductions from gross revenue. The provision for chargebacks/rebates relates primarily to U.S. sales of pharmaceutical products provided to wholesalers and managed care organizations under contractual agreements or to certain governmental agencies that administer benefit programs, such as Medicaid. While different programs and methods are utilized to determine the chargeback or rebate provided to the customer, we consider both to be a form of price reduction. Except for chargebacks/rebates, provisions for each of the other components of sales deductions were individually less than 2% of gross sales.

The change in our accruals for chargebacks/rebates, product returns, cash discounts and all other sales deductions for 2008, 2007 and 2006 was as follows:

(In millions)	Chargebacks/ Rebates			Product Returns			Cash Discounts			Other Sales Deductions			Total
Balance at January 1, 2006	$	765.5		$	136.5		$	26.6		$	90.9		$	1,019.5
Provision		2,290.2			152.3			255.1			196.5			2,894.1
Payments/credits		(2,321.8	)		(159.5	)		(252.0	)		(206.1	)		(2,939.4	)
Balance at December 31, 2006	$	733.9		$	129.3		$	29.7		$	81.3		$	974.2
Provision		2,571.9			167.7			264.2			202.6			3,206.4
Payments/credits		(2,567.8	)		(173.4	)		(267.9	)		(216.0	)		(3,225.1	)
Balance at December 31, 2007	$	738.0		$	123.6		$	26.0		$	67.9		$	955.5
Provision		2,372.4			193.0			247.5			231.6			3,044.5
Payments/credits		(2,453.3	)		(188.4	)		(242.8	)		(234.3	)		(3,118.8	)
Balance at December 31, 2008	$	657.1		$	128.2		$	30.7		$	65.2		$	881.2

The decrease in the provision for chargebacks/rebates in 2008 was primarily caused by a decrease in chargebacks/rebates related to decreased sales of Protonix due to the introduction of generic pantoprazole.

Operating Expenses

The following table sets forth 2008, 2007 and 2006 Cost of goods sold and Selling, general and administrative expenses as a percentage of net revenue:

	% of Net Revenue			Percentage-Point Increase/(Decrease)
	2008	2007	2006	2008 vs. 2007	2007 vs. 2006
Cost of goods sold	27.4%	28.2%	27.5%	(0.8)	0.7
Selling, general and administrative expenses	29.9%	30.2%	31.9%	(0.3)	(1.7)

Cost of Goods Sold

Cost of goods sold, as a percentage of Net revenue, decreased to 27.4% for 2008 compared with 28.2% for 2007 due, in part, to a favorable product mix led by higher sales of Enbrel and Prevnar that have a higher gross margin, which replaced, in part, lower sales of lower margin Protonix. Favorable manufacturing variances and higher alliance revenue, which has no corresponding cost of goods sold, also contributed to the decrease. The decrease was partially offset by higher sales of lower margin nutritional products and higher inventory adjustments.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses, as a percentage of net revenue, decreased to 29.9% in 2008 compared with 30.2% in 2007 due, in part, to a decrease in marketing spend on several products, including Protonix. The decrease also was due to lower selling expenses due primarily to sales force reductions and savings associated with our productivity initiatives. These decreases were partially offset by higher general and administrative expenses due primarily to additional costs incurred with the implementation of our productivity initiatives.

Research and Development Expenses

The following table sets forth 2008, 2007 and 2006 total Research and development expenses and the portion that relates to the Pharmaceuticals segment together with the percentage changes from prior years:

	Year Ended December 31,						% Increase
(Dollar amounts in millions)	2008		2007		2006		2008 vs. 2007	2007 vs. 2006
Research and development expenses	$	3,373.2	$	3,256.8	$	3,109.1	3.6%	4.8%
Pharmaceuticals research and development expenses		3,123.8		3,036.3		2,896.6	2.9%	4.8%
Pharmaceuticals as a percentage of total research and development expenses		93%		93%		93%	—	—

The increase in Research and development expenses for 2008 was due primarily to higher clinical expenses primarily related to Prevnar 13, AAB-001 (Alzheimer’s) and SKI-606 (chronic myelogenous leukemia). These increases were offset, in part, by reduced expenses related to Enbrel. Pharmaceuticals research and development expenses, as a percentage of worldwide Pharmaceuticals net revenue, exclusive of nutritional sales, were 18% for each of the years 2008, 2007 and 2006.

Interest (Income) Expense and Other (Income) Expense

The following table sets forth selected information about Interest (income) expense, net and Other (income) expense, net for 2008, 2007 and 2006:

	Year Ended December 31,
(In millions)	2008		2007			2006
Interest (income) expense, net	$	24.9	$	(90.5	)	$	(6.6	)
Other (income) expense, net		11.5		(290.5	)		(271.5	)

Interest (Income) Expense, net

Interest (income) expense, net for 2008 became an expense due primarily to lower interest income earned on our cash and marketable securities balances, reflecting lower interest rates in 2008 as compared with 2007 interest rates.

Other (Income) Expense, net

Other (income) expense, net was an expense for 2008 and primarily was due to costs related to our foreign exchange hedging program of $146.2 million and net investment write-downs of $187.9 million, which included impairments of $68.7 million relating to Lehman Brothers and Washington Mutual bonds. These costs were partially offset by royalty income of approximately $238.6 million, which included a one-time receipt of $60.0 million related to the previously divested Synvisc product line and a gain of $104.7 million on the sale of a manufacturing facility in Japan.

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2007 vs. 2006

Net Revenue

Pharmaceuticals

Worldwide Pharmaceuticals net revenue increased 10% for 2007 compared with 2006. Excluding the favorable impact of foreign exchange, worldwide Pharmaceuticals net revenue increased 8% for 2007. U.S. Pharmaceuticals net revenue increased 6% for 2007 due primarily to higher sales of Effexor, Protonix, Prevnar and Zosyn offset, in part, by lower sales of Inderal LA due to generic competition and lower alliance revenue. The modest increase in Effexor net revenue was primarily due to price increases, which were offset, in part, by lower volume, while the growth in Protonix net revenue was attributable to improved contracting resulting in a higher realized price per unit and the impact of replenishing normal wholesaler inventory levels. The increases in Prevnar and Zosyn net revenue were due to both volume and price increases.

International Pharmaceuticals net revenue increased 16% (10% excluding the favorable impact of foreign exchange) for 2007 due primarily to higher sales of Enbrel (driven by volume increases), Prevnar (resulting from the launch of Prevnar in 13 new markets as well as the addition of Prevnar to three new NIPs during 2007) and our nutritionals product line (driven by growth in China and other Asia/Pacific markets) offset, in part, by lower sales of Effexor due to generic competition primarily in Canada.

Consumer Healthcare

Worldwide Consumer Healthcare net revenue increased 8% for 2007 compared with 2006. Excluding the favorable impact of foreign exchange, worldwide Consumer Healthcare net revenue increased 5% for 2007. Consumer Healthcare net revenue in the United States increased 2% for 2007 due primarily to higher sales of Advil, Advil PM, Advil Cold & Sinus and Caltrate offset, in part, by lower sales of Robitussin and Dimetapp due to the voluntary recall and replacement program initiated during the 2007 third quarter in connection with the redesign of dosing cups and lower sales of Centrum.

International Consumer Healthcare net revenue increased 16% (8% excluding the favorable impact of foreign exchange) for 2007 due primarily to higher sales of Centrum, Caltrate, Advil, Robitussin, ChapStick and Advil Cold & Sinus.

Animal Health

Worldwide Animal Health net revenue increased 11% for 2007 compared with 2006. Excluding the favorable impact of foreign exchange, worldwide Animal Health net revenue increased 7% for 2007. Animal Health net revenue in the United States increased 8% due to higher sales of livestock, companion animal products, which included sales of our recently launched ProMeris flea and tick products for dogs and cats, and poultry products.

International Animal Health net revenue increased 14% (6% excluding the favorable impact of foreign exchange) for 2007 due to higher sales of companion animal, livestock, poultry and equine products.

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Operating Expenses

Cost of Goods Sold

The increase in Cost of goods sold, as a percentage of Net revenue, to 28.2% for 2007 compared with 27.5% for 2006 was due primarily to costs pertaining to the closure of a manufacturing facility owned by Amgen and used in the production of Enbrel. Gross margin also was negatively impacted by higher sales of lower margin products such as Protonix, Zosyn and nutritional products, as well as lower sales of the higher margin product Inderal LA, which experienced generic competition beginning in early 2007, and lower alliance revenue (with no corresponding decrease in cost of goods sold). These decreases were partially offset by price increases and higher sales of Prevnar, which has a higher gross margin.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased 4% while Net revenue increased at a rate of 10% for 2007 compared with 2006. This difference is primarily attributable to an increase in net revenue of certain pharmaceutical products (e.g., Prevnar), which generally require lower promotional spending compared with other marketed Pharmaceuticals products, as well as reduced selling and marketing expenses in the United States for Effexor, Enbrel and Altace (King Pharmaceuticals assumed all responsibility for the marketing and selling of Altace January 1, 2007). These decreases were offset, in part, by increased spending to support pre- and post-launch marketing costs for Lybrel, Torisel, Pristiq and Relistor. Marketing and selling expenses also increased in international markets to support existing and new product launches.

Research and Development Expenses

The increase in Research and development expenses for 2007 was due primarily to higher salary-related expenses and higher clinical expenses primarily related to Prevnar 13, Relistor, bifeprunox, Torisel and Tygacil. These increases were offset, in part, by reduced milestone payments and the completion of certain clinical studies for Viviant and Aprela. Pharmaceuticals research and development expenses, as a percentage of worldwide Pharmaceuticals net revenue, exclusive of nutritional sales, were 18% for each of the years 2007, 2006 and 2005.

Interest (Income) Expense and Other Income

Interest (Income) Expense, net

The increase in Interest (income) expense, net for 2007 was due primarily to higher interest income earned on higher cash balances in 2007 offset, in part, by higher interest expense primarily due to the $2,500.0 million Notes issued in March 2007.

Other (Income) Expense, net

Other income, net increased slightly for 2007 due primarily to increased gains from product divestitures in the Pharmaceuticals segment.

2008, 2007 and 2006 Significant Items

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 as we adapt to the continuously changing business climate. Prior to 2008, we had other global productivity initiatives programs in place as described in Note 3 to our consolidated financial statements.

In 2008, 2007 and 2006, we recorded net pre-tax charges of $467.0 million ($348.9 million after-tax or $0.26 per share-diluted), $273.4 million ($194.4 million after-tax or $0.14 per share-diluted) and $218.6 million ($154.5 million after-tax or $0.11 per share-diluted), respectively, related to our long-term productivity initiatives. It is expected that additional costs will be incurred under our productivity initiatives over the next several years.

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Income Tax Adjustments

In 2006, we recorded a favorable income tax adjustment of $70.4 million ($0.05 per share-diluted) within the Provision for income taxes due to a release of a previously established valuation allowance against state deferred tax assets. Deferred tax assets result primarily from the recording of certain accruals and reserves that currently are not deductible for tax purposes and from tax loss carryforwards. Valuation allowances previously had been provided for certain state deferred tax assets due to the uncertainty of generating sufficient taxable income in these state jurisdictions as a result of our diet drug litigation (see Note 11 to our consolidated financial statements, “Income Taxes”). Given the progress made during 2006 in resolving the diet drug litigation claims, there is now greater certainty regarding the status of the litigation. We considered these circumstances in re-evaluating the realizability of the state deferred tax assets.

Income (Loss) before Income Taxes

The following table sets forth 2008, 2007 and 2006 worldwide Income (loss) before income taxes by reportable segment together with the percentage changes in worldwide Income (loss) before income taxes from prior years:

(Dollar amounts in millions)	Year Ended December 31,									% Increase/(Decrease)
Income (Loss) before Income Taxes	2008			2007			2006			2008 vs. 2007	2007 vs. 2006
Pharmaceuticals	$	6,651.4		$	6,164.5		$	5,186.4		8%	19%
Consumer Healthcare		482.7			519.2			516.2		(7)%	1%
Animal Health		195.7			194.1			163.7		1%	19%
Corporate(1)		(991.7	)		(421.1	)		(436.4	)	N/M	4%
Total(2)	$	6,338.1		$	6,456.7		$	5,429.9		(2)%	19%

N/M - Not Meaningful

(1) 2008, 2007 and 2006 Corporate included a net charge of $467.0, $273.4 and $218.6, respectively, related to our productivity initiatives (see Note 3 to our consolidated financial statements). The productivity initiatives related to the reportable segments as follows:

(In millions)	Year Ended December 31,
Segment	2008			2007		2006
Pharmaceuticals	$	516.7		$	259.5	$	198.0
Consumer Healthcare		36.7			9.7		11.5
Animal Health		6.7			4.2		9.1
Corporate		11.6			—		—
Total charges		571.7			273.4		218.6
Gain on asset sale		(104.7	)		—		—
Total	$	467.0		$	273.4	$	218.6

(2) Excluding the 2008, 2007 and 2006 productivity initiatives charges, total Income before income taxes increased 1% for 2008 and 19% for 2007.

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The following explanations of changes in Income (loss) before income taxes, by reportable segment, for 2008 compared with 2007 and 2007 compared with 2006 exclude the items listed in footnote (1) to the table above.

Pharmaceuticals

Worldwide Pharmaceuticals income before income taxes increased 8% for 2008 compared with 2007 due primarily to higher worldwide net revenue, higher gross margin, as a percentage of net revenue, and lower selling and general expenses, as a percentage of net revenue, offset, in part, by higher research and development expenses and lower other income, net.

Worldwide Pharmaceuticals income before income taxes increased 19% for 2007 compared with 2006 due primarily to higher worldwide net revenue, lower selling and general expenses, as a percentage of net revenue, and higher other income, net, offset, in part, by slightly lower gross margins earned on worldwide sales of pharmaceutical products and higher research and development expenses.

Consumer Healthcare

Worldwide Consumer Healthcare income before income taxes decreased 7% for 2008 compared with 2007 due primarily to slightly lower worldwide net revenue, lower gross margin, as a percentage of net revenue, higher selling and general expenses, as a percentage of net revenue, and higher other expense, net. The decrease was offset, in part, by a slight decrease in research and development expenses.

Worldwide Consumer Healthcare income before income taxes increased 1% for 2007 compared with 2006 due primarily to higher worldwide net revenue and higher other income, net, offset, in part, by lower gross margin on worldwide net revenue, a slight increase in selling and general expenses, as a percentage of net revenue, and higher research and development spending.

Animal Health

Worldwide Animal Health income before income taxes increased 1% for 2008 compared with 2007 due primarily to higher worldwide net revenue and lower research and development expenses offset, in part, by slightly higher selling and general expenses, as a percentage of net revenue, and higher other expense, net.

Worldwide Animal Health income before income taxes increased 19% for 2007 compared with 2006 due primarily to higher worldwide net revenue, slightly higher gross margin, as a percentage of worldwide net revenue, and lower selling and general expenses, as a percentage of net revenue, offset, in part, by higher research and development expenses.

Corporate

Corporate expenses, net, excluding certain significant items, increased to $524.7 million in 2008 from $147.7 million in 2007 due primarily to lower interest income earned on our cash and marketable securities balances, net write-offs of investments and increased costs associated with our foreign exchange hedging program.

Corporate expenses, net decreased 32% for 2007 compared with 2006 due primarily to higher net interest income compared with interest expense in the prior period, partially offset by the non-recurrence of certain 2006 items.

Income Tax Rate

The resulting income tax rates for 2008, 2007 and 2006, excluding certain items affecting comparability, were 30.0%, 28.5% and 24.2%, respectively. See

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the “2008, 2007 and 2006 Significant Items” section herein for a discussion of certain items affecting comparability. The increase between 2008 and 2007, as well as the increase between 2007 and 2006, reflects the impact of higher sales in 2008 and 2007 of certain pharmaceutical products such as Enbrel and Prevnar, which are manufactured in less favorable tax jurisdictions, and increased expenditures in 2008 and 2007 on research and development and other expenses in non-U.S. locations. Additionally, the increased tax rate between 2008 and 2007 reflects the loss of tax benefits due to the at-risk launch of infringing, generic pantoprazole tablets.

Consolidated Net Income and Diluted Earnings per Share

Net income and diluted earnings per share in 2008 decreased to $4,417.8 million and $3.27, respectively, compared with $4,616.0 million and $3.38 for 2007.

Management uses various measures to manage and evaluate our performance and believes it is appropriate to specifically identify certain significant items included in net income and diluted earnings per share to assist investors with analyzing ongoing business performance and trends. In particular, our management believes that investors should consider the impact of the following items that are included in net income and diluted earnings per share when comparing 2008 with 2007 and 2007 with 2006 results of operations:

2008:

• Net charges of $467.0 million ($348.9 million after-tax or $0.26 per share-diluted) related to our productivity initiatives (see Note 3 to our consolidated financial statements).

2007:

• Net charges of $273.4 million ($194.4 million after-tax or $0.14 per share-diluted) related to our productivity initiatives (see Note 3 to our consolidated financial statements).

2006:

• Net charges of $218.6 million ($154.5 million after-tax or $0.11 per share-diluted) related to our productivity initiatives (see Note 3 to our consolidated financial statements); and

• Income tax adjustment of $70.4 million ($0.05 per share-diluted) within the Provision for income taxes related to the reduction of certain deferred tax asset valuation allowances.

The 2008, 2007 and 2006 productivity initiatives charges, which primarily included costs of eliminating certain positions at our facilities and closing certain manufacturing facilities, have been identified as significant items by our management as these charges are not considered to be indicative of continuing operating results. The 2006 income tax adjustment related to a reduction of certain deferred tax asset allowances has been identified as a significant item by our management due to its nature and magnitude.

Management believes that isolating the items identified above when reviewing our results provides a useful view of ongoing operations for these accounting periods. For further details related to these items, refer to the discussion of “2008, 2007 and 2006 Significant Items” herein.

Adjusting for the certain significant items noted above, which affect comparability, net income was $4,766.8 million for 2008 compared with $4,810.4 million for 2007. The decrease in net income, as previously discussed, was primarily due to:

• The significant decrease in Protonix net revenue, due to the “at risk” launch of generic versions of Protonix, and the related decrease in operating profit;

• Lower interest income earned on our cash and marketable securities;

• Net write-downs of investments;

• Higher Research and development expenses due primarily to higher late-stage clinical trial spending; and

• The increase in the tax rate to 30.0% in 2008 compared with 28.5% in 2007.

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The decrease in net income, as previously discussed, was offset, in part, by:

• Higher Net revenue from our key franchise products;

• Lower Cost of goods sold, as a percentage of net revenue; and

• A decrease in Selling, general and administrative expenses, as a percentage of net revenue, due primarily to sales force reductions and cost savings associated with our productivity initiatives.

Adjusting for the certain significant items noted above, which affect comparability, net income was $4,810.4 million for 2007 compared with $4,280.8 million for 2006. The increase in net income, as previously discussed, was primarily due to:

• Higher Net revenue from our key franchise products;

• Lower Selling, general and administrative expenses, as a percentage of net revenue;

• Higher Interest income, net; and

• Higher Other income, net.

The increase in net income, as previously discussed, was offset, in part, by:

• Slightly higher Cost of goods sold, as a percentage of net revenue;

• Higher research and development spending primarily due to higher salary-related expenses and higher clinical expenses related to Prevnar 13, Relistor, bifeprunox, Torisel and Tygacil; and

• The increase in the tax rate to 28.5% in 2007 from 24.2% in 2006.

Liquidity, Financial Condition and Capital Resources

Cash and Cash Equivalents

Our cash and cash equivalents decreased $438.0 million as of December 31, 2008 compared with 2007. The decrease was largely driven by a net decrease in cash from investing activities of $3,263.7 million. Uses of cash during 2008 were as follows:

• Purchases of marketable securities of $3,526.2 million;

• Dividend payments of $1,520.3 million;

• Capital expenditures totaling $1,409.0 million;

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• Payments of $997.9 million related to our diet drug litigation, of which $590.5 million were paid from the Seventh Amendment security fund;

• Pension contributions totaling $924.1 million;

• Purchases of Wyeth common stock for treasury totaling $498.8 million;

• Repayments and repurchases of debt totaling $421.3 million; and

• Purchase of a business totaling $300.0 million.

These uses of cash were partially offset by the following:

• Net increase in cash from operating activities of $5,273.0 million;

• Proceeds of $1,769.0 million related to sales and maturities of marketable securities; and

• Proceeds of $202.4 million related to the sales of assets.

The change in working capital, which was a source of $134.9 million of cash as of December 31, 2008, excluding the effects of foreign exchange, was primarily due to a decrease in other current assets caused by a reduction of the Seventh Amendment security fund, partially offset by increases in accounts receivable and inventory.

Total Debt

At December 31, 2008, we had outstanding $11,739.3 million in total debt, which consisted of notes payable and other debt. We had no commercial paper outstanding as of December 31, 2008. Current debt at December 31, 2008, classified as Loans payable, consisted of $913.2 million of notes payable and other debt that are due within one year. We were in compliance with all debt covenants as of December 31, 2008.

As of December 31, 2008, we had net cash of $2,806.0 million, which was comprised of liquid assets totaling $14,545.3 million (cash and cash equivalents and marketable securities) less total debt of $11,739.3 million.

The following represents our credit ratings as of the latest rating update:

	Moody’s	S&P	Fitch
Short-term debt	P-2	A-1	F-2
Long-term debt	A3	A+	A-
Outlook	Watch Positive	Watch Positive	Watch Positive
Last rating update	January 26, 2009	January 26, 2009	January 26, 2009

Based on our current short-term credit rating, our commercial paper would trade in the Tier 2 commercial paper market, if issued.

Credit Facility

We maintain a $3 billion revolving credit facility with a group of banks and financial institutions that matures in August 2012. 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 general corporate and working capital requirements and for support of our commercial paper, if any. At December 31, 2008 and 2007, there were no borrowings outstanding under the credit facility, nor did we have any commercial paper outstanding that was supported by the facility.

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Additional Liquidity, Financial Condition and Capital Resource Information

At December 31, 2008, the carrying value of cash equivalents approximated fair value due to the short-term, highly liquid nature of cash equivalents, which have maturities of three months or less when purchased. Interest rate fluctuations would not have a significant effect on the fair value of cash equivalents held by us.

As of December 31, 2008, we held marketable securities of $4,529.4 million, which are subject to changes in fair value as a result of interest rate fluctuations and other market factors, such as the recent turmoil in the housing and credit markets. Additionally, we had long-term debt at December 31, 2008 of $10,826.0 million. Through the use of interest rate swaps, our interest payments on our debt also are subject to fluctuations in interest rates. Accordingly, fluctuations in interest rates and changes in market factors for our marketable securities investments and debt may impact our results of operations.

On 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 was inclusive of approximately $1,188.2 million in repurchases that already had been executed during 2007 as of that date. During 2008, we repurchased $442.4 million of our common stock under the program. As of December 31, 2008, the remaining authorization for future repurchases under the amended program was $3,268.1 million. The share repurchase program has no time limit and may be suspended for periods or discontinued at any time.

We file tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In 2007, we completed and effectively settled an audit for the 1998-2001 tax years with the Internal Revenue Service (IRS). Taxing authorities in various jurisdictions are in the process of reviewing our tax returns. Except for the California Franchise Tax Board, where we have filed protests for the 1996-2003 tax years, taxing authorities are generally reviewing tax returns for post-2001 tax years, including the IRS, which has begun its audit of our tax returns for the 2002-2005 tax years. Certain of these taxing authorities are examining tax positions associated with our cross-border arrangements. While we believe that these tax positions are appropriate and that our reserves are adequate with respect to such positions, it is possible that one or more taxing authorities will propose adjustments in excess of such reserves and that conclusion of these audits 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 15 to our consolidated financial statements, “Contingencies and Commitments,” we are involved in various legal proceedings. We intend to vigorously defend our Company and our products in these litigations and believe our legal positions are strong. However, from time to time, we may settle or decide no longer to pursue particular litigation as we deem advisable. In light of the circumstances discussed therein, it is not possible to determine the ultimate outcome of our legal proceedings, and, therefore, it is possible that the ultimate outcome of these proceedings could be material to our results of operations, cash flows and financial position.

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Off-Balance Sheet Arrangements

We have not participated in, nor have we created, any off-balance sheet financing or other off-balance sheet special purpose entities other than operating leases. In addition, we have not entered into any derivative financial instruments for trading purposes and use derivative financial instruments solely for managing our exposure to certain market risks from changes in foreign currency exchange rates and interest rates.

Contractual Obligations

The following table sets forth our contractual obligations at December 31, 2008:

	Payments Due by Period
(In millions) Contractual Obligations	Total		2009		2010 and 2011		2012 and 2013		Thereafter
Total debt obligations	$	11,739.3	$	913.3	$	1,644.0	$	1,626.0	$	7,556.0
Interest payments(1)		7,386.4		463.3		879.5		851.9		5,191.7
Total debt obligations, including interest payments		19,125.7		1,376.6		2,523.5		2,477.9		12,747.7
Purchase obligations(2)		5,125.7		1,258.1		1,188.8		1,220.4		1,458.4
Co-development obligations(3)		827.3		104.4		177.2		90.8		454.9
Retirement-related obligations(4)		3,039.6		593.9		1,096.2		1,088.8		260.7
Capital commitments(5)		1,198.0		796.6		401.4		—		—
Operating lease obligations		521.3		123.9		179.4		121.3		96.7
Total(6)	$	29,837.6	$	4,253.5	$	5,566.5	$	4,999.2	$	15,018.4

(1) Interest payments include both our expected interest obligations and our interest rate swaps. We used the interest rate forward curve at December 31, 2008 (2.82%) to compute the amount of the contractual obligation for interest on the variable rate debt instruments and our interest rate swaps.

(2) Purchase obligations consist of agreements to purchase goods or services that are enforceable and legally binding on us and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. These include obligations for minimum inventory purchase contracts, research and development, and media/market research contracts.

(3) Co-development obligations consist of estimated milestone payments to third parties under research and development contracts, which become due if, and when, certain milestones are achieved during the drug development process up through and including regulatory submission. Payments relating to co-commercialization milestones, which occur upon and after regulatory approval, have not been included in the table due to the historically high degree of uncertainty of achieving regulatory approval. In the event all development products were to receive approval, the resulting milestone payment obligations would be approximately $1,200.0 million.

(4) This category includes estimated pension and postretirement contributions through 2013. The projected payments beyond 2013 are currently not determinable. This category also includes deferred compensation payments for retirees and certain active employees who have elected payment before retirement as of December 31, 2008. All other active employees as of December 31, 2008 are excluded for years subsequent to 2009 since we do not believe we can predict factors such as employee retirement date and elected payout period.

(5) Capital commitments represent management’s commitment for major capital projects.

(6) Excluded from the contractual obligations table is the liability for unrecognized tax benefits totaling $1,185.5 million. This liability for unrecognized tax benefits has been excluded because we cannot make a reliable estimate of the period in which the liability for unrecognized tax benefits will be realized.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to market risk from changes in foreign currency exchange rates and interest rates that could impact our financial position, results of operations and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. We use derivative financial instruments as risk management tools and not for trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage our exposure to non-performance on such instruments.

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Foreign Currency Risk Management

We generate a portion of Net revenue from sales to customers located outside the United States, principally in Europe. International sales typically are denominated in the local currency of the country in which the sale is made. Consequently, movements in foreign currency exchange rates pose a risk to profitability and cash flows. In addition, foreign currency denominated monetary assets and liabilities are subject to volatility in foreign currency exchange rates that may also impact profitability and cash flows. We have established programs designed to protect against such potential adverse changes due to foreign currency volatility.

Short-term foreign currency forward contracts and swap contracts are used as economic hedges to neutralize month-end balance sheet exposures of monetary assets and liabilities. These contracts essentially take the opposite position of the currency projected in the month-end balance sheet to counterbalance the effect of any currency movement. These derivative instruments are not designated as hedges and are recorded at fair value with any gains or losses recognized in current period earnings.

A combination of foreign currency options and forwards are utilized in our cash flow hedging program to partially cover the foreign currency risk associated with international business operations. Our cash flow hedging program is specifically designed to protect against currency risks in those countries with a high concentration of euro, sterling and yen denominated sales. These derivative instruments are designated as cash flow hedges, and, accordingly, any unrealized gains or losses are deferred in Accumulated other comprehensive income (loss) and transferred to earnings when the inventory is sold to third parties (see Note 10 to our consolidated financial statements, “Derivative Instruments and Foreign Currency Risk Management Programs,” contained in the 2008 Financial Report).

Interest Rate Risk Management

The fair value of our fixed-rate long-term debt is sensitive to changes in interest rates. Interest rate changes result in gains/losses in the market value of this debt due to differences between the market interest rates and rates at the inception of the debt obligation. We manage a portion of this exposure to interest rate changes primarily through the use of fair value interest rate swaps.

Financial Instruments

At December 31, 2008, the notional/contract amounts, carrying values and fair values of our financial instruments were as follows:

	Notional/ Contract Amount		Assets (Liabilities)
(In millions) Description			Carrying Value			Fair Value
Forward contracts (1)	$	3,142.8	$	99.3		$	99.3
Option contracts (1)		910.9		64.2			64.2
Interest rate swaps (2)		5,000.0		520.8			520.8
Outstanding debt(3)		11,218.5		(11,739.3	)		(11,872.8	)

(1) If the value of the U.S. dollar were to strengthen or weaken by 10%, in relation to all hedged foreign currencies, the net asset on the forward and option contracts would collectively decrease or increase by approximately $235.7.

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(2) The carrying value and fair value of interest rate swaps exclude accrued interest of $43.1, which is recorded in Other current assets including deferred taxes.

(3) If interest rates were to increase or decrease by one percentage point, the fair value of the outstanding debt would decrease or increase by approximately $865.0.

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 foreign currency forward contracts, foreign currency option contracts and interest rate swaps reflects the present value of the contracts at December 31, 2008. The fair value of outstanding debt instruments reflects a current yield valuation based on observed market prices as of December 31, 2008. Under SFAS No. 157, “Fair Value Measurements,” consideration should be given to the impact of third-party credit risk when determining fair value. The impact of third-party credit risk has been taken into consideration when determining the fair value of interest rate swaps. Currently, any impact of third-party credit risk on the fair value of foreign currency forward contracts, foreign currency option contracts, and outstanding debt instruments is not considered significant.

Cautionary Note Regarding Forward-Looking Statements

This 2008 Financial Report includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “project” and other words of similar meaning. These forward-looking statements address various matters, including:

• Our anticipated results of operations, financial condition and capital resources, including the discussion under the caption “2009 Outlook”;

• 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 and cost savings 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, as well as our assessment of the status of the ongoing Phase 3 program;

• 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;

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• 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 litigation and hormone therapy litigation;

• Costs related to product liability litigation, 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, expected returns on pension plan assets and pension expense;

• Assumptions used in calculations of deferred tax assets;

• Anticipated amounts of future contractual obligations and other commitments;

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

• Plans to vigorously prosecute or defend various lawsuits;

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

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

• Timing and impact of generic competition for Effexor and Effexor XR, including the impact of our settlement of patent litigation with Teva, Osmotica, Impax and Anchen 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;

• Impact of the global economic environment;

• Interest rate and exchange rate fluctuations and our expectations regarding the anticipated impact of these fluctuations and of current credit and financial market conditions on our results; and

• Timing and expectations with respect to our proposed merger with Pfizer.

105

Wyeth        

Each forward-looking statement contained in this report is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. We refer you to “Item 1A. RISK FACTORS” of our 2008 Annual Report on Form 10-K, which we incorporate herein by reference, for identification of important factors with respect to these risks and uncertainties, which, as described in more detail in Item 1A, include, among others: risks related to our proposed merger with Pfizer, including satisfaction of the conditions of the proposed merger on the proposed timeframe or at all, contractual restrictions on the conduct of our business included in the merger agreement, and the potential for loss of key personnel, disruption in key business activities or any impact on our relationships with third parties as a result of the announcement of the proposed merger; 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; the outcome of government investigations; 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; global economic conditions; interest and currency exchange rate fluctuations and volatility in the credit and financial markets; changes in generally accepted accounting principles; trade buying patterns; the impact of legislation and regulatory compliance; and risks and uncertainties associated with global operations and sales. The forward-looking statements in this report are qualified by these risk factors.

We caution investors not to place undue reliance on the forward-looking statements contained in this report. Each statement speaks only as of the date of this report (or any earlier date indicated in the statement), and we undertake no obligation to update or revise any of these statements, whether as a result of new information, future developments or otherwise. From time to time, we also may provide oral or written forward-looking statements in other materials, including our earnings press releases. You should consider this cautionary statement, including the risk factors identified in “Item 1A. RISK FACTORS” of our 2008 Annual Report on Form 10-K, which are incorporated herein by reference, when evaluating those statements as well. Our business is subject to substantial risks and uncertainties, including those identified in this report. Investors, potential investors and others should give careful consideration to these risks and uncertainties.

106

Wyeth        

EX-21

Exhibit 21

SUBSIDIARIES OF THE COMPANY

DECEMBER 31, 2008

Name	State or Country of Incorporation
United States
AC Acquisition Holding Company	Delaware
Ayerst-Wyeth Pharmaceuticals Incorporated	Delaware
Genetics Institute, LLC	Delaware
Route 24 Holdings, Inc.	Delaware
Wyeth Pharmaceuticals Inc.	Delaware
Wyeth Holdings Corporation	Maine
Wyeth-Ayerst International Inc.	New York
Wyeth-Ayerst Lederle, Inc.	Puerto Rico
Wyeth-Whitehall Pharmaceuticals, Inc.	Puerto Rico
Berdan Insurance Company	Vermont
International
Wyeth Australia Pty. Limited	Australia
Wyeth Pharmaceuticals S.A./N.V.	Belgium
Fort Dodge Saude Animal Ltda.	Brazil
Wyeth Industria Farmaceutica Ltda.	Brazil
Wyeth Canada(1)	Canada
Wyeth Consumer Healthcare Inc.	Canada
Wyeth Nutritional (China) Co., Ltd.	China
Wyeth Pharmaceutical Co., Ltd.	China
Wyeth (Shanghai) Trading Company Limited.	China
Wyeth Pharmaceuticals FZ-LLC	Dubai
John Wyeth & Brother Limited	England
Wyeth Pharmaceuticals France	France
Wyeth-Pharma GmbH	Germany
Wyeth Hellas S.A.	Greece
AHP Finance Ireland Limited	Ireland
Wyeth Pharmaceuticals Limited	Ireland
Wyeth Lederle S.p.A.	Italy
Wyeth K.K.	Japan
Wyeth Korea, Inc.	Korea
Wyeth S.A. de C.V.	Mexico
AHP Manufacturing B.V.	Netherlands
Wyeth Pharmaceuticals B.V.	Netherlands
Wyeth Philippines, Inc.	Philippines
Fort Dodge Veterinaria, S.A.	Spain
Wyeth Farma, S.A.	Spain
Wyeth AB	Sweden
Dimminaco AG	Switzerland
Wyeth Ilaclari A.S.	Turkey
Laboratorios Wyeth S.A.	Venezuela

⁽¹⁾ Wyeth Canada is a partnership between two affiliates of the Company.

There have been omitted from the above list, the names of the subsidiaries which, considered in the aggregate as a single subsidiary, would not constitute a significant subsidiary.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 ( No. 33-45324, No. 33-57339, No. 333-103111, No. 333-108312, No. 333-111093, No. 333-112450 and No. 333-141486), and Form S-8 ( No. 2-96127, No. 33-24068, No. 33-41434, No. 33-53733, No. 33-55449, No. 33-45970, No. 33-14458, No. 33-50149, No. 33-55456, No. 333-15509, No. 333-76939, No. 333-67008, No. 333-64154, No. 333-59668, No. 333-89318, No. 333-98619, No. 333-98623, No. 333-125005, No. 333-133814, No. 333-150645 and No. 150646) of Wyeth of our report dated February 26, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Stockholders, which is incorporated in this Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

Florham Park, New Jersey

February 26, 2009

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 Annual Report on Form 10-K of Wyeth (“the registrant”);

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

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

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

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

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

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

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

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

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

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

Date: February 26, 2009

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 Annual Report on Form 10-K of Wyeth (“the registrant”);

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

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

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

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

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

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

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

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

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

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

Date: February 26, 2009

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

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Wyeth (the “Company”) on Form 10-K for the fiscal year ended December 31, 2008, as filed with the Securities and Exchange Commission on February 26, 2009 (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: February 26, 2009

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 Annual Report of Wyeth (the “Company”) on Form 10-K for the fiscal year ended December 31, 2008, as filed with the Securities and Exchange Commission on February 26, 2009 (the “Report”), I, Gregory Norden, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Dated: February 26, 2009

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

EX-99.10

Exhibit 99.10

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

IN RE: DIET DRUGS (PHENTERMINE/FENFLURAMINE/ DEXFENFLURAMINE) PRODUCTS LIABILITY LITIGATION	MDL No. 1203
THIS DOCUMENT RELATES TO: SHEILA BROWN, ET. AL. V. AMERICAN HOME PRODUCTS CORPORATION	CIVIL ACTION No. 99-20593

EIGHTH AMENDMENT TO THE NATIONWIDE

CLASS ACTION SETTLEMENT AGREEMENT

WITH AMERICAN HOME PRODUCTS

Dated: August 4, 2004

To facilitate the implementation of the November 18, 1999 Nationwide Class Action Settlement Agreement with American Home Products Corporation (“Settlement Agreement”) for the benefit of the Settlement Class, it is hereby stipulated and agreed among the Parties that, subject to the approval of the Court, the Settlement Agreement is amended as follows:

1. Mediation of Claims Subject to Show Cause Proceedings. To allow the Parties to accelerate the payment of benefits to Class Members and to timely process to final determination Matrix claims remaining unresolved in the show cause process pursuant to Sections VI.E.7-8 of the Settlement Agreement, the following is added as a new Section VI.E.9 [ASA p.120]:

9. The Trustees and/or Claims Administrator shall be authorized to participate in a non-binding mediation program (“Mediation Program”) established by the Court to resolve Matrix claims remaining unresolved in the show cause process. Any such Mediation Program shall include the following provisions:

a. Mediators. Mediations in the Mediation Program shall take place before one or more of the persons appointed by the Court to serve on the Panel of Arbitrators under PTO No. 1988, Special Master Gregory Miller, and/or such other person or persons as the Court may direct.

b. Wyeth Participation. Wyeth shall be notified of and shall be a party to all mediation processes in the Mediation Program.

c. Resolution. In any such Mediation Process, the Trustees and/or Claims Administrator is authorized to pay such amounts as are approved by Wyeth, in its sole discretion, to resolve finally the claims that are subject to unresolved show cause proceedings.

d. Release. For any claim that is paid, the Trustees and/or Claims Administrator shall, before payment, secure a general release from such Class Members with respect to any and all rights under the Settlement Agreement, except the right to recover Matrix Compensation Benefits if the Trustees and/or Claims Administrator determine that such a Class Member has qualified for Matrix Level Benefits at Matrix Level III, IV, and/or V.

2. Approval of this Amendment. The Parties promptly shall seek approval of this Eighth Amendment by the Trial Court. This Eighth Amendment shall not become effective unless and until the date of the entry of an Order by the Court approving of this Eighth Amendment.

IN WITNESS WHEREOF, the Parties have duly executed this Eighth Amendment to the Nationwide Class Action Settlement Agreement between Wyeth and the Class Representatives, by their respective counsel as set forth below, on this              day of August, 2004.

(Signature Pages Follow)

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WYETH

By:	/s/ Douglas A. Dworkin
	Douglas A. Dworkin
	Vice President and Deputy General Counsel
Date: August 4, 2004

CLASS COUNSEL

/s/ Arnold Levin	/s/ Gene Locks
Arnold Levin, Esquire	Gene Locks, Esquire
Levin, Fishbein, Sedran & Berman 510 Walnut Street, Suite 500 Philadelphia, PA 19106	Locks Law Firm 1500 Walnut Street Philadelphia, PA 19102
Date: August 4, 2004	Date: August 4, 2004
/s/ Michael D. Fishbein	/s/ Sol H. Weiss
Michael D. Fishbein, Esquire	Sol H. Weiss, Esquire
Levin, Fishbein, Sedran & Berman 510 Walnut Street, Suite 500 Philadelphia, PA 19106	Anapol, Schwartz, Weiss, Cohan, Feldman & Smalley, P.C. 1900 Delancey Place Philadelphia, PA 19103
Date: August 4, 2004	Date: August 4, 2004

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/s/ Stanley Chesley	/s/ Charles R. Parker
Stanley Chesley, Esquire	Charles R. Parker, Esquire
Waite, Schneider, Bayless & Chesley 1513 Central Trust Tower Fourth & Vine Sts. Cincinnati, Ohio 45202	Locke, Liddell & Sapp, LLP 3400 JP Morgan Chase Tower 600 Travis Houston, TX 77002
Date: August 4, 2004	Date: August 4, 2004
/s/ John J. Cummings
John J. Cummings, Esquire
Cummings, Cummings & Dudenhefer 416 Gravier Street New Orleans, LA 70130
Date: August 4, 2004

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EX-99.11

Exhibit 99.11

IN THE UNITED STATES DISTRICT COURT

FOR THE EASTERN DISTRICT OF PENNSYLVANIA

	)
IN RE DIET DRUGS	)
(PHENTERMINE/FENFLURAMINE/	)	MDL NO. 1203
DEXFENFLURAMINE) PRODUCTS	)
LIABILITY LITIGATION	)
	)
	)
	)
THIS DOCUMENT RELATES TO:	)
ALL ACTIONS	)
	)
	)
SHEILA BROWN, et al. v. WYETH	)	CIVIL ACTION NO. 99-20593
(formerly American Home Products	)
Corporation)	)

NINTH AMENDMENT TO NATIONWIDE CLASS ACTION

SETTLEMENT AGREEMENT WITH AMERICAN HOME

PRODUCTS CORPORATION

Dated: May 18, 2005

NINTH AMENDMENT TO THE NATIONWIDE CLASS ACTION SETTLEMENT

AGREEMENT WITH AMERICAN HOME PRODUCTS CORPORATION

WHEREAS on November 18, 1999, the Parties executed the Nationwide Class Action Settlement Agreement with American Home Products Corporation (now Wyeth by corporate name change as of March 11, 2002), arising from the marketing, sale, distribution and use of the diet drugs Pondimin^® and Redux^TM; and

WHEREAS the Nationwide Class Action Settlement Agreement was amended in the First through the Eighth Amendments, with such Amendments approved by the United States District Court for the Eastern District of Pennsylvania (collectively, the Nationwide Class Action Settlement Agreement as amended from the First through the Eighth Amendment shall be referred to herein as the “Settlement Agreement”); and

WHEREAS Class Counsel and Wyeth (the “Parties”) agree that the Settlement Agreement is further amended by this Ninth Amendment, subject to the conditions and effective at such time as set forth below.

I. DEFINITIONS AND SECTION REFERENCES

A. Incorporation of Settlement Agreement Definitions. The capitalized terms used in this Ninth Amendment and not specifically defined herein shall have the meanings as defined and set forth in the Settlement Agreement.

B. Section References. References to a “Section” refer to Sections of the Ninth Amendment, unless otherwise specified.

II. GOVERNANCE OF THE AHP SETTLEMENT TRUST

A. Ninth Amendment Trustee/Claims Administrator. The number of Trustees pursuant to Section VI.A.3 of the Settlement Agreement shall be reduced from three to one and the Trust shall be operated, managed and directed by a single Trustee, who also shall serve as the Claims Administrator (hereinafter referred to as the “Ninth Amendment Trustee”). The Ninth Amendment Trustee shall have all the rights and responsibilities of the Claims Administrator(s) and/or Trustees of the Trust under the Settlement Agreement and shall exercise all the functions that were to be exercised by them under the Settlement Agreement. The Ninth Amendment Trustee shall succeed to all the rights and responsibilities of the Trust and Trustees under all contracts to which the Trust is a party and the Trustees shall take all steps reasonably necessary for the complete and prompt transition of all such contracts to the Ninth Amendment Trustee to the extent required by any such contract.

B. Amended and Restated AHP Settlement Trust Agreement. The September 1, 2000 AHP Settlement Trust Agreement shall be amended and restated in a form substantially the same as the Amended and Restated AHP Settlement Trust Agreement attached as Exhibit A.

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C. Qualifications of the Ninth Amendment Trustee. The qualifications of the Ninth Amendment Trustee shall be as defined in Section VI.A.4 [pp. 72-73] of the Settlement Agreement.

D. Appointment of the Ninth Amendment Trustee. The Parties shall agree upon and nominate a person to serve as the Ninth Amendment Trustee and shall request that the Court appoint such Ninth Amendment Trustee as part of the request by the Parties for approval of this Ninth Amendment. If the nominee is not approved, the Parties jointly shall nominate another nominee and shall do so until the Court approves the appointment of the Parties’ nominee as the Ninth Amendment Trustee. Such Ninth Amendment Trustee shall serve in accordance with the Amended and Restated AHP Settlement Trust Agreement. As of the Effective Date of this Ninth Amendment and the appointment by the Trial Court of the Ninth Amendment Trustee, the term of office of each person then serving as a Trustee of the Trust shall expire. After the date of appointment of the Ninth Amendment Trustee by the Trial Court, the Trustees shall be considered to have hold-over authority, after the expiration of their term under this Section II.D, if necessary, solely for the purpose of effectuating the transfers and assignments required under Section II.A.

E. Administration of Claims by the Ninth Amendment Trustee. The Ninth Amendment Trustee shall administer all claims by Class Members for any type of benefit under the Settlement Agreement (except benefits subject to administration by the Fund Administrator under the Seventh Amendment), and shall perform all duties of the Trustees and/or Claims Administrator under the Settlement Agreement, pursuant to (i) Court-Approved Procedures agreed upon by the Parties and approved by the Court, after affording notice and an opportunity to be heard concerning such proposed Procedures to all interested persons and/or (ii) as otherwise ordered by the Court. Before submitting for Court approval any proposed Court-Approved Procedure relating to the administration of any benefits created by the Seventh Amendment, the Parties shall consult with the Seventh Amendment Liaison Committee concerning the content of the proposed Court-Approved Procedure.

F. Reporting Requirements of the Ninth Amendment Trustee. The reporting provisions of Section VI.A.10 [pp. 75-84] of the Settlement Agreement shall not apply to the Ninth Amendment Trustee. The reporting requirements of the Ninth Amendment Trustee shall be determined by a Court-Approved Procedure.

G. Access to Information. Class Counsel and Wyeth shall have complete and unencumbered access to all information of any kind in the possession of the Ninth Amendment Trustee and/or the Trust, in hard copy or electronic form, to the extent such information is not protected by applicable attorney-client privileges, as requested at any time by Class Counsel or Wyeth. The Ninth Amendment Trustee shall respond timely to any request for information by Class Counsel or Wyeth for information relating to the Settlement Agreement. PTO No. 2683 and any order(s) of the Court governing confidential information relating to the Settlement Agreement shall apply to any information obtained by Wyeth or Class Counsel under this Section II.G to the extent that such information constitutes “Confidential Information” as defined in PTO No. 2683 or other applicable orders of the Court.

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III. APPROVAL AND OTHER TERMS

A. Request for Approval. Within five days after the Execution Date, the Parties shall apply to the Court for an order or orders:

(1) Granting approval by the Trial Court of the Ninth Amendment (“Trial Court Approval of the Ninth Amendment”);

(2) Approving the Amended and Restated AHP Settlement Trust Agreement; and

(3) Appointing the Ninth Amendment Trustee.

B. Conditions. The Parties’ respective obligations under this Ninth Amendment are subject to all of the following conditions:

(1) Trial Court Approval of the Ninth Amendment;

(2) Entry of an order by the Court approving the Amended and Restated AHP Settlement Trust Agreement; and

(3) Except as to actions required by this Ninth Amendment to occur before such time, Trial Court Approval of this Ninth Amendment, which approval order or orders shall:

(a) Approve this Ninth Amendment in its entirety under the standard which would be applicable under Fed.R.Civ.P. 23(e) as fair, reasonable, adequate, and non-collusive;

(b) Require compliance with the terms of this Ninth Amendment;

(c) Approve the appointment of the Ninth Amendment Trustee nominated by the Parties.

C. Retained Jurisdiction. The Court shall have original and exclusive jurisdiction over the interpretation and enforcement of this Ninth Amendment incident to its exclusive, retained jurisdiction under section VIII.B.1 of the Settlement Agreement and Paragraph 11 of PTO No. 1415 entered by the Court on August 28, 2000.

D. Survival of Terms. Except as expressly modified in this Ninth Amendment, all terms and provisions of the Settlement Agreement remain in full force and effect.

E. Headings. The headings of the Sections of this Ninth Amendment are included for convenience only and shall not be deemed to constitute part of this Amendment or affect its construction.

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F. Counterparts. This Ninth Amendment may be executed in counterparts by facsimile signature. Each counterpart shall be effective as part of a fully executed original Ninth Amendment.

G. Effective Date. The Ninth Amendment shall become effective 30 days after the date of entry of the Order by the Trial Court granting Trial Court Approval of the Ninth Amendment (“Effective Date”).

H. Parties. The Parties to this Ninth Amendment shall be considered to be Class Counsel, as counsel to the Settlement Class, and Wyeth.

IN WITNESS WHEREOF, the Parties have duly executed this Ninth Amendment to the Settlement Agreement, by their respective counsel as set forth below, as of May 18, 2005.

WYETH
By:	/s/    Douglas A. Dworkin	Date:	May 18, 2005
	Douglas A. Dworkin
	Vice President and Deputy General Counsel
	Wyeth
	5 Giralda Farms
	Madison, NJ 07940
CLASS COUNSEL
	/s/    Arnold Levin	Date:	May 4, 2005
	Arnold Levin, Esquire
	Michael D. Fishbein, Esquire
	LEVIN, FISHBEIN, SEDRAN & BERMAN
	510 Walnut Street, Suite 500
	Philadelphia, PA 19106
	/s/    Gene Locks	Date:	May 4, 2005
	Gene Locks, Esquire
	LOCKS LAW FIRM
	1500 Walnut Street
	Philadelphia, PA 19102

5

/s/    Sol H. Weiss	Date:	May 4, 2005
Sol H. Weiss, Esquire
ANAPOL, SCHWARTZ, WEISS, COHAN,
FELDMAN & SMALLEY, P.C.
1900 Delancey Place
Philadelphia, PA 19103
/s/    Stanley Chesley	Date:	May 4, 2005
Stanley Chesley, Esquire
WAITE, SCHNEIDER, BAYLESS & CHESLEY
1513 Central Trust Tower
Fourth & Vine Sts.
Cincinnati, Ohio 45202
/s/    Charles R. Parker	Date:	May 4, 2005
Charles R. Parker, Esquire
LOCKE, LIDDELL & SAPP, LLP
3400 JP Morgan Chase Tower
600 Travis
Houston, TX 77002
/s/    John J. Cummings	Date:	May 4, 2005
John J. Cummings, Esquire
CUMMINGS, CUMMINGS & DUDENHEFER
416 Gravier Street
New Orleans, LA 70130

6