Amendments to the Wyeth 2005 Stock Incentive Plan



 Exhibit 10.3 
 Amendments 
 To 
 Wyeth 2005 Stock Incentive Plan 
 Effective as of June 22, 2006, the Wyeth 2005 Stock Incentive Plan
was amended as follows: 
 (a) The section entitled “Amendment and Discontinuance” in the Wyeth 2005 Stock Incentive Plan was
amended (i) by deleting all sentences following the first sentence in Section 9 thereof and (ii) adding the following provision: 
 “No
amendments, revision or discontinuance of the Plan shall, without the consent of a Participant, in any manner adversely affect his or her rights under any Awards theretofore granted under the Plan. Notwithstanding any provision in the Plan to the
contrary, the Committee shall have the right to unilaterally amend, revise or discontinue the Plan, and any provision of the Plan and the Committee shall have the right to unilaterally amend, revise or discontinue any Option Agreement or award
agreement, any provision of an Option Agreement or award agreement and any Participant elections under an Option Agreement or award agreement, in each case, without the consent of any Participant, where such amendment, revision or discontinuance is
necessary or desirable to comply with applicable law or to ensure that, with respect to any Option, Restricted Stock award, or the cash or shares of common stock into which they are converted, the Participant is not subject to adverse or unintended
tax consequences under Section 409A of the Code; provided, however, that, with respect to any Option, nothing in the Plan shall require any amendment or revision to the definition of Change in Control. The discontinuance of the Plan
shall not result in the acceleration of issuance of shares of Wyeth common stock, to the extent that such shares constitute a deferral of compensation for purposes of Section 409A of the Code, unless (i) all arrangements sponsored by the Company
that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements are terminated, (ii) no payments, other than payments that would be payable under the terms of such arrangements if the
termination had not occurred, are made within 12 months of the termination of such arrangements, (iii) all payments are made within 24 months of the termination of the arrangements and (iv) the Company does not adopt a new arrangement that would be
aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at any time within the five years following the date of Plan termination. All determinations and actions made by the Board of Directors or the
Committee pursuant to this Section shall be final, conclusive and binding on all persons.”; 







 and 
 (b) By
adding the following as Section 13: 
 “Section 409A. To the extent that any payments or benefits provided hereunder are
considered deferred compensation subject to Section 409A, the Company intends for the Plan to comply with the standards for nonqualified deferred compensation established by Section 409A (the “409A Standards”). To the extent that
any terms of the Plan would subject Participants to gross income inclusion, interest or an additional tax pursuant to Section 409A, those terms are to that extent superseded by the 409A Standards.”