Exhibit 10.3






Exhibit 10(3)


Form
of Performance-Contingent Share Award Grant Notice


[Pfizer
Logo}


[PCSA
Participant]


RE:      PERFORMANCE-CONTINGENT
SHARE AWARD PROGRAM


Dear
PCSA Participant:


I
am pleased to inform you that you have been selected by the Compensation Committee
of the Board of Directors to participate in the Performance-Contingent Share
Award program (PCSA program).  Participants in the PCSA program can earn shares
of Pfizer stock based on the Company's performance in relation to that of our
competitors.  


This
award letter outlines the terms and conditions governing your participation in
the Performance-Contingent Share Award program.  Your PCS Award shall be
governed by all of the terms and conditions contained in this award letter and
the Pfizer Inc. 2004 Stock Plan (the "Plan"). In the event of a
conflict between this award letter and the Plan, the provisions of the Plan
shall control for any and all purposes.


Program
Objectives



-         
The PCSA program is designed to
compensate key executives based on the Company's achievement of Corporate
performance goals, optimize motivation, pay for performance and promote the
retention of key executives.



-         
The PCSA program emphasizes
long-term compensation value and encourages stock retention among the Company's
key executives.


I
am pleased that you are a participant in this long-term incentive compensation
program and trust that your participation will be beneficial to both you and
the Company.   


Please
review the attached documentation carefully.   


Chairman
of the Board and Chief Executive Officer, or

Chair , Compensation Committee





Terms and Conditions of the Performance-Contingent
Share Award Program  


Performance-Contingent
Share Awards -- Points of Interest



1.         
The primary feature of the PCSA
program is that the participant receives shares of Pfizer common stock
contingent upon corporate performance in relation to the performance of the
Pfizer Peer Group companies over a designated period of time.



2.         
The measures of corporate
performance are total shareholder return (including reinvestment of dividends)
and diluted earnings per share (as reported).  Both measures of performance
will be evaluated on a beginning point-to-ending point basis over a designated
performance period relative to the Peer Group.  If necessary, these measures will
be adjusted to reflect stock splits or other similar changes in capitalization
which occur during a performance period.



-         
Total shareholder return reflects
the change in the Pfizer Inc closing stock price as listed on the New York
Stock Exchange, plus reinvested dividends, and is expressed as a percent of the
initial stock price (i.e., stock price at the beginning of the performance
period).



-         
Change in diluted earnings per
share is based on net income as reported in published financial statements to
shareholders.   



3.         
The normal performance period is
five years. Detailed matrices regarding your awards, including the applicable
performance formula targets, for these performance periods are shown in Attachment
l [This Attachment intentionally omitted].



4.       
After
the end of each performance period, Pfizer's performance, as well as the
performance of each of the Peer Group companies, will be calculated on both
measures.  The results are then tabulated to create Pfizer percentile rankings
which are used to determine the actual performance-contingent share award.



5.       
Any shares awarded will be
transferred to you in approximately the first quarter of the year following the
last day of a performance period.



6.       
Any shares paid under this program
will be considered taxable income and subject to tax pursuant to the laws of
the country in which you work/live.  For U.S. tax purposes, withholding taxes
are due upon delivery of the shares and will be withheld from any payment. 
Hypothetical taxes are due for all Global Employees.



7.       
Delivery of the shares may be
deferred in accordance with the deferral feature of the PCSA Program for
participants in certain countries as determined by the Committee. Details of
the deferral opportunity will be provided to you prior to the end of each
performance period.



8.       
If your employment terminates due
to your death, disability, or a Change in Control of the Company (as defined
under the Pfizer Inc. 2004 Stock Plan) prior to the end of a designated
performance period, a prorated number of shares will be payable to you or your
estate based on both Pfizer's performance and that of the Peer Group companies
as of the December 31st prior to your termination of employment.  The number of
shares will be determined by prorating the shares otherwise awardable under the
matrix by the number of years and months you have completed during the
performance period as a fraction of the full length of the performance period. 
These shares will be paid as soon as practicable after the event.



9.       
If you are not employed at the end
of the performance period due to retirement under one of the Company's
retirement plans, an award prorated for the number of years and months you
were employed during the performance period may be provided, in the
Compensation Committee's sole and absolute discretion, shortly after the
completion of the performance period.  Any determination made by the Committee
in this regard shall be final and binding on all parties.



10.    
If your employment terminates for
any other reason not specified in paragraph 8 or 9 above prior to the end of a
designated performance period, no shares will be payable to you for that
performance period and all outstanding awards shall be cancelled.



11.    
The awards under this Plan are not
intended to be treated as compensation for any purpose under any other Company
plan.  



12.    
Should your responsibilities
within the Company change prior to the completion of a performance period, the
associated award matrix may be adjusted to reflect your new level of
responsibilities.


13.     As a participant in the PCSA program, you will be
subject to the stock ownership guidelines, as a multiple of salary, which have
been established by the Compensation Committee of the Board of Directors, as shown
below.   


	
  
   

  	

  	
  
  Progressive Guidelines as a Multiple of Salary as
  of:

  	

  	
  
  Full Guideline

  
	
  
  Category

  	

  	
  
  First

  Year

  	

  	
  
  Second

  Year

  	

  	
  
  Third

  Year  

  	

  	
  
  Fourth

  Year  

  	

  	
  
  Fifth Year -

  Full Requirement

  
	

  	

  	

  	

  	

  	

  	

  	

  	

  	

  	

  
	
  PCSA
  Participant

  	

  	
  
  0.30

  	

  	
  
  0.75

  	

  	
  
  1.35

  	

  	
  
  2.10

  	

  	
  
  3.00

  
	
  Pfizer
  Leadership Team Members

  	

  	
  
  0.40

  	

  	
  
  1.00

  	

  	
  
  1.8

  	

  	
  
  2.8

  	

  	
  
  4.00

  
	
  Employee
  Directors

  	

  	
  
  0.50

  	

  	
  
  1.25

  	

  	
  
  2.25

  	

  	
  
  3.50

  	

  	
  
  5.00

  



Stock ownership for the purposes of the
guidelines includes the following sources: 1) stock owned directly by you; 2)
stock held indirectly by you in the Pfizer Savings Plan; 3) restricted stock
awards; and 4) shares earned by you under the Performance-Contingent Share
Award program and deferred in accordance with the deferral feature of that
program, if available. Your share ownership will be reviewed by the
Compensation Committee at the end of each year.