Exhibit 10.2






Exhibit 10(2)


Form
of Restricted Stock Grant Notice


[Grant
Date]

[Vesting Date]



 


This
grant of restricted stock awarded to you is subject to three-year cliff vesting
and other terms and conditions specified in the Pfizer Inc. 2004 Plan and
accompanying grant documentation.  


These shares will be held in a trust and dividends
will be reinvested into the trust over the duration of the three-year
restriction period.   


[Share
Price]

[Shares Awarded]



 



TERMS AND CONDITIONS

OF THE 

RESTRICTED STOCK AWARD

For [Grant Recipient]



 


Subject to certain terms and conditions as stated in
this Terms and Conditions document, the Pfizer 2004 Stock
Plan (the "Plan") and the accompanying grant certificate, you will
receive shares of stock from Pfizer three years from the grant date.


1.       
The number of shares
you will
be entitled to receive upon the vesting of your award is shown on the
accompanying grant certificate.


2.       
Restricted
stock is actual stock that is subject to risk of forfeiture as explained
below.  These shares will be held in a
trust of which the Company is the beneficial owner.  U.S.
recipients will be permitted to indirectly vote their allocated shares through
the Trustee.  As a recipient you will have only a contractual and conditional right
to the shares in the future (i.e., upon the vesting date).


3.       
The grant is subject
to 3-year cliff vesting from the grant date through the vesting date,
conditioned upon your continued employment with the Company through the vesting
date, provided however, that the restrictions will lapse (the shares will be
payable to you) in the event of a change in control of the Company, or your
death or total and permanent disability prior to the vesting date. 


4.       
Dividends will be received
by and reinvested in the trust for the
duration of the restriction period.  At
the vesting date, you will receive shares reflecting any reinvested dividends
assuming you are entitled to receive vested shares at that time.


5.       
After the provisions
relating to the removal of the restrictions have been satisfied, you will receive
the number of shares awarded plus any shares purchased through dividend
reinvestment.  You shall also be subject to the appropriate tax liability on
the date the restrictions lapse.  In the United States we will withhold any
tax due upon the payment of the shares from the shares that you are to receive.


6.       
The shares will be held in trust in a
restricted stock account set up for the Company until the provisions relating
to removal of the restrictions have been satisfied. 
Until that time, you will not have any ownership rights in the shares.  The shares of restricted stock awarded will become free
of restrictions and non-forfeitable on the vesting date, as long as your
employment continues with the Company through this date
as explained in paragraph  3.  Only
at that time will you take ownership of the shares -
less any tax withholding.


7.       
There are no tax
consequences at the time of grant or during the restriction period.  After the
provisions relating to removal of the restrictions have been satisfied, in most countries you will be
treated as receiving taxable income equal to the fair market value of the stock
on the date the restrictions lapse.  You are strongly advised to seek appropriate
professional advice, however, as to how the tax or other laws in your country
apply to your specific situation.   


Data Privacy.  You hereby explicitly and unambiguously consent to
the collection, use and transfer, in electronic or other form, of your personal
data as described in this document by and among, as applicable, Pfizer Inc and
its subsidiaries and affiliates ("Pfizer") for the exclusive purpose
of implementing, administering and managing your participation in the Plan.


You understand that Pfizer holds certain personal
information about you, including, but not limited to, your name, home address
and telephone number, date of birth, social insurance number or other
identification number, salary, nationality, job title, any shares of stock or
directorships held in Pfizer, details of all options or any other entitlement to
shares of stock awarded, canceled, exercised, vested, unvested or outstanding
in your favor, for the purpose of implementing, administering and managing the
Plan ("Data").  You understand that Data may be transferred to any
third parties assisting in the implementation, administration and management of
the Plan, that these recipients may be located in your country or elsewhere,
and that the recipient's country may have different data privacy laws and
protections than your country.  You understand that you may request a list with
the names and addresses of any potential recipients of the Data by contacting
your local human resources representative.  You authorize the recipients to
receive, possess, use, retain and transfer the Data, in electronic or other form,
for the purposes of implementing, administering and managing your participation
in the Plan, including any requisite transfer of such Data, as may be required,
to a broker or other third party with whom you may elect to deposit any shares
of stock acquired under the Plan.  You understand that Data may be held only as
long as is necessary to implement, administer and manage your participation in
the Plan as determined by Pfizer.  You understand that you may, at any time,
view Data, request additional information about the storage and processing of
Data, require any necessary amendments to Data or refuse or withdraw the
consents herein, in any case without cost, by contacting in writing your local
human resources representative.  You understand, however, that refusing or
withdrawing your consent may adversely affect your ability to participate in
the Plan.  For more information on the consequences of your refusal to consent
or withdrawal of consent, you understand that you may contact your local human
resources representative.



Nature of Grant. 
In accepting the grant, you acknowledge
that:


(1)      the Plan is established voluntarily by Pfizer
Inc, it is discretionary in nature and it may be modified,
suspended or terminated by Pfizer Inc at any time, as
provided in the Plan and this agreement;


(2)      the grant of the shares is voluntary and
occasional and does not create any contractual or other right to receive future
grants of shares, or benefits in lieu of shares, even if shares have been
granted repeatedly in the past;  


(3)      all decisions with respect to current and
future grants, if any, will be at the sole discretion of Pfizer
Inc;


(4)      your participation in the Plan shall not
create a right to further employment with Pfizer and shall not interfere with
the ability of Pfizer to terminate your employment relationship at any time
with or without cause;  


(5)      you are voluntarily participating in the
Plan;  


(6)      the shares are an extraordinary item that do
not constitute compensation of any kind for services of any kind rendered to Pfizer,
and which is outside the scope of your employment contract, if any;  


(7)      the shares are not part of normal or
expected compensation or salary for any purposes, including, but not limited
to, calculating any severance, resignation, termination, redundancy, end of
service payments, bonuses, long-service awards, pension or retirement benefits
or similar payments;  


(8)      regardless of whether you are an employee of
Pfizer Inc, neither the grant nor any other related documents or agreements form,
or will be interpreted to form, an employment contract or relationship with
Pfizer;


(9)      the future value of the shares is unknown
and cannot be predicted with certainty;  


(10)    if you vest in your grant and obtain shares,
the value of those shares acquired may increase or decrease in value;  


(11)    no claim or entitlement to compensation or
damages arises from termination of the Plan or diminution in value of the
shares and you irrevocably release Pfizer from any such claim
that may arise; and


(12)    notwithstanding any terms or conditions of
the Plan to the contrary, in the event of involuntary termination of your
employment, your right to receive shares and vest in shares under the Plan, if
any, will terminate effective as of the date that you are no longer actively
employed and will not be extended by any notice period mandated under local law;
furthermore, in the event of involuntary termination of employment, your right
to vest in shares after termination of employment, if any, will be measured by
the date of termination of your active employment and will not be extended by
any notice period mandated under local law.   



        Responsibility
for Taxes.  Regardless of any
action Pfizer takes with respect to any or all income tax, social
insurance, payroll tax, payment on account or other tax-related withholding ("Tax-Related
Items"), you acknowledge that the ultimate liability for all Tax-Related
Items is and remains your responsibility and that Pfizer (1) makes no
representations or undertakings regarding the treatment of any Tax-Related
Items in connection with any aspect of the grant, including the grant or lapse
of the restrictions on the shares, the subsequent sale of shares acquired under
the Plan and the receipt of any dividends; and (2) does not commit to
structure the terms of the grant or any aspect of the grant to reduce or
eliminate your liability for Tax-Related Items.



       You shall
pay or make adequate arrangements satisfactory to Pfizer to satisfy all
withholding and payment on account obligations of Pfizer. In this regard, you
authorize Pfizer to withhold all applicable Tax-Related Items legally payable
by you from your wages or other cash compensation paid to you by Pfizer or from
proceeds of the sale of the shares.  Alternatively, or in addition, if
permissible under local law, Pfizer may (1) sell or arrange for the sale of
shares that you acquire to meet the withholding obligation for Tax-Related
Items, and/or (2) withhold in shares, provided that Pfizer only withholds the
amount of shares necessary to satisfy the minimum withholding amount.  Finally,
you shall pay to Pfizer any amount of Tax-Related Items that Pfizer may be
required to withhold as a result of your participation in the Plan that cannot
be satisfied by the means previously described.  Pfizer  may
refuse to honor the exercise and refuse to deliver the shares if you fail to
comply with your obligations in connection with the Tax-Related Items as
described in this section.


       Governing
Law and Documents.  This award is governed by, and subject to,
United States federal and New York or Delaware state law, as applicable, except
for the body of law pertaining to conflict of laws, as provided in the Plan,
the requirements of the New York Stock Exchange, and the applicable laws of any
foreign jurisdiction where the awards are granted under the Plan, as well as
the provisions set forth in the Terms and Conditions.  If you have received
this or any other document related to the Plan translated into a language other
than English and if the translated version is different than the English
version, the English version will control.


       Severability. 
The provisions of these Terms and Conditions are severable and if any one or
more provisions are determined to be illegal or otherwise unenforceable, in
whole or in part, the remaining provisions shall nevertheless be binding and
enforceable.