Exhibit 10.1





Exhibit 10(1)


Form of Stock Option Grant Notice and Summary of Key
Terms Excerpted from Points of Interest Document (Prospectus)




[Pfizer Logo Here]


Optionee:


I am pleased to inform you that
on [grant date] the Company granted you an incentive stock option to buy
[shares granted] shares and a non-qualified stock option to buy [shares
granted] shares of its common stock at [price on date of grant] per share as
outlined below:


	
  
  Grant
  No.

  	
  
  Grant
  Type

  	
  
  Number
  of Shares

  	
  
  Date
  First Exercisable

  
	
  
   

  	
  
   

  	
  
   

  	
  
   

  
	
  
  [Suffix]

  	
  
  [Type
  (ISO)]

  	
  
  [shares
  granted]

  	
  
  [Date]

  
	
  
  [Suffix]

  	
  
  [Type
  (Non-Q)]

  	
  
  [shares
  granted]

  	
  
  [Date]

  






These stock options are subject to the initial exercise
provisions shown above and in no event are they exercisable later than [grant
expiration date less one day].  These options may expire before [grant
expiration date], if your employment terminates before that date.  Details of
the exercise and termination provisions are contained in the attached Points of
Interest (summary found below), which you should read carefully.  


These options are subject to federal and local law and the
requirements of the New York Stock Exchange.  The options are also governed by
the terms and conditions set forth in this letter, the Points of Interest, and
the Pfizer Inc. 2004 Stock Plan.  Included with this letter are the Points of
Interest document and a booklet that provides information about certain income
tax consequences of awards based upon the state of the law at the time of the
grant. We strongly suggest that you consult a qualified financial or tax advisor before exercising your options or disposing of your stock.


Chairman of the Board and 

Chief Executive Officer, or

Chair, Compensation Committee


[Acknowledgement and Consent - excerpted form Points of
Interest document]


You
understand that you are eligible to receive a stock option grant under the
Pfizer Inc. 2004 Stock Plan (the "Plan").


Data Privacy.
You 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 upon exercise of the option. 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 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, amended, suspended or terminated by Pfizer Inc at any time, unless
otherwise provided in the Plan and this agreement;


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


(3)      all decisions
with respect to current and future option 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 option is
an extraordinary item that does 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 options
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, the option grant will not be
interpreted to form an employment contract or relationship with Pfizer Inc; and
furthermore, the option grant will not be interpreted to form an employment contract
with Pfizer or any subsidiary or affiliate of Pfizer Inc;


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


(10)    if the
underlying shares do not increase in value, the options will have no value;


(11)    if you exercise
your option and obtain shares, the value of those shares acquired upon exercise
may increase or decrease in value, even below the option price;


(12)    in
consideration of the grant of options, no claim or entitlement to compensation
or damages shall arise from termination of the options or diminution in value
of the options or shares purchased through exercise of the options resulting
from termination of your employment by Pfizer (for any reason whatsoever and
whether or not in breach of local labor laws) and you irrevocably release
Pfizer from any such claim that may arise; if, notwithstanding the foregoing,
any such claim is found by a court of competent jurisdiction to have arisen,
then, you shall be deemed irrevocably to have waived your entitlement to pursue
such claim; and


(13)    notwithstanding
any terms or conditions of the Plan to the contrary, in the event of
involuntary termination of your employment (whether or not in breach of local
labor laws), your right to receive options and vest in options 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 (whether
or not in breach of local labor laws), your right to exercise the options 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; the Compensation Committee of the Board of Directors
of Pfizer Inc shall have the exclusive discretion to determine when you are no
longer actively employed for purposes of your option grant.



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 legally due by you ("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 option grant, including the grant, vesting or exercise
of the option, the subsequent sale of shares acquired pursuant to such exercise
and the receipt of any dividends; and (2) does not commit to structure the
terms of the grant or any aspect of the option to reduce or eliminate your
liability for Tax-Related Items.



Prior to exercise of the option, 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) 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 or your purchase of shares 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 option grant
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, and the requirements of the New York Stock
Exchange, as well as the terms and conditions set forth in the Points of
Interest. 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.


Electronic Delivery. Pfizer may, in its sole
discretion, decide to deliver any documents related to the option granted under
the Plan or future options that may be granted under the Plan by electronic
means or to request your consent to participate in the Plan by electronic
means. You hereby consent to receive such documents by electronic delivery and,
if requested, to agree to participate in the Plan through an on-line or
electronic system established and maintained by Pfizer or another third party
designated by Pfizer.  


Severability. The provisions of this Agreement
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. If you received an Acknowledgment and
Consent form that was modified to specifically address issues in your country,
the terms of that Acknowledgment and Consent will supersede those above.


Summary of Key Terms (excerpted
from Points of Interest document) for

Key Employee Stock Option Grants




	
  Option Price . . .

  	
   

  	
  . . .is the fair market value of Pfizer common stock
  on the grant date as determined by the Company.

  	
   

  
	
  First Exercisable date. . .

  	
   

  	
  . . .is generally three or more years from the date
  of the grant, unless the options have become exercisable or have been
  terminated earlier.  See events below.

  	
   

  
	
  Termination Event

  	
   

  	
  Exercisable Options

  	
  Unexercisable Options

  
	
  Termination of Employment . . .

  	
   

  	
   

  	
   

  
	
   

  	
  . . .for reasons other than death, total and
  permanent disability, retirement or cause

  	
  . . .expire three months following the date of
  termination, but not beyond the expiration date of the grant.

  	
  . . .expire on the date of termination.

  
	
   

  	
  . . .for cause

  	
  . . .expire on the date of termination.

  	
  . . .expire on the date of termination.

  
	
  Sale of Business/Plant Closing

  	
   

  	
   

  	
   

  
	
   

  	
  . . .not eligible for retirement

  	
  . . .have up to three months from the date of event
  but not beyond the expiration date of the grant, to exercise options.

  	
  . . .vest as of the date of the event and
  immediately become exercisable for up to three months. 

  
	
   

  	
   . . .eligible for retirement and the event is
  prior to one year from the date of the grant

  	
  . . .not applicable.

  	
  . . .the options become immediately exercisable for
  up to three years from the date of the event. 

  
	
   

  	
  . . .eligible for retirement and the event is either
  on or after one year from the date of the grant

  	
  . . .have up to the remainder of the option term to
  exercise options.

  	
  . . .the options will continue to become
  exercisable, for up to the full term of the grant, according to the schedule
  provided in the Key Employee option grant letter.

  
	
  Approved Leave of Absence

  	
   

  	
  . . .may be exercised in whole or in part while on
  an approved leave of absence.

  	
  . . .become exercisable according to the schedule
  provided in the Key Employee option grant letter and may be exercised in
  whole or in part while on an approved leave of absence.

  
	
  Total and Permanent Disability

  	
   

  	
  . . .may be exercised for the remainder of the
  option term provided the optionee remains totally and permanently disabled.

  	
  . . .become exercisable according to the schedule
  provided in the Key Employee option grant letter and remain exercisable for
  the remainder of the term provided the optionee remains totally and permanently
  disabled.

  
	
  Retirement

  (Age 55 & 10 years of service upon termination)

  	
   

  	
  . . .may be exercised up to the full term of the
  grant.

  	
  . . .will continue to become exercisable according
  to the schedule provided in the Key Employee option grant letter if the optionee
  retires after holding option for one year. Generally, the optionee will have
  the remainder of the option term to exercise the options. If the optionee
  retires less than one year from the grant date, the Key Employee stock option
  grant will expire on the date of the retirement.

  
	
  Death while still employed with the Company, and. .
  .

  	
   

  	
  The person named in the Will, the
  legal representative or the spouse, as the case may be, will. . .

  	
  . . .vest as of
  the date of death and immediately become exercisable. The person the optionee
  names in the Will, the legal representative or the spouse, as the case may
  be, will. . .

  
	
   

  	
  . . .not eligible for retirement

  	
  . . .have up to two years from the date of the
  death, but not beyond the expiration date of the grant, to exercise options.

  	
  . . .have up to two years from the date of death,
  but not beyond the expiration date of the grant, to exercise options.

  
	
   

  	
  . . .eligible for retirement

  	
  . . .have the remainder of the option term to
  exercise options.

  	
  . . .have the remainder of the option term to
  exercise options.

  
	
  Death after Retirement

  	
   

  	
  . . .may be exercised by the person the optionee
  names in the Will, the legal representative or the spouse, as the case may be,
  for the remainder of the option term.

  	
  . . .vest as of the date of death and immediately
  become exercisable. The person the optionee names in the Will, the legal
  representative or the spouse, as the case may be, will have the remainder of
  the option term to exercise the options.