UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-K/A
 (Amendment No. 1)
 
 (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
 o
    
    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
(State or other jurisdiction of 
incorporation or organization)
    

13-2526821
(I.R.S. Employer 
Identification Number)Five
Giralda Farms, Madison, NJ
(Address of principal executive offices)
    

07940-0874
(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 onwhich registered$2 Convertible Preferred Stock, $2.50 par value
    
    New York Stock ExchangeCommon Stock, $0.33 1/3 par value
    
    New York Stock Exchange
 
 x o
 o x
 x o
 o o
 o
  Large accelerated filer
x
   

    
    
    

    Accelerated filer
oNon-accelerated filer
(Do not check if a smaller reporting company) o
    
    Smaller reporting company o
 o x
  Aggregate market value at June 30, 2008
    
    $ 63,461,870,952
  Outstanding
at March 31, 2009Common Stock, $0.33 1/3 par value
    
    1,332,446,833
  None.




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EXPLANATORY NOTE




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INDEXPART IIIITEM 10:

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1ITEM 11:

EXECUTIVE COMPENSATION
11ITEM 12:

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
65ITEM 13:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
68ITEM 14:

PRINCIPAL ACCOUNTANT FEES AND SERVICES
71PART IVITEM 15:

EXHIBITS
71Certification of disclosure as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.Certification of disclosure as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 DIRECTORS OF WYETH
 Information relating to our directors is set forth below.
  ROBERT M. AMENRobert M. Amen

Mr. Amen is 59 years old and has been a Director of Wyeth
    since October 2007. Since July 2006, he has been the
    Chairman and Chief Executive Officer of International Flavors
    & Fragrances Inc., a leading creator and manufacturer of
    flavors and fragrances used in a wide variety of consumer
    products and packaged goods. He was previously with
    International Paper Company, a paper and packaging company,
    where he was President from 2003 until 2006 and previously
    Executive Vice President.MICHAEL J. CRITELLIMichael J. Critelli

Mr. Critelli is 60 years old and has been a Director of
    Wyeth since April 2008. Mr. Critelli was Executive Chairman
    of Pitney Bowes Inc., a provider of mailstream solutions, from
    May 2007 to December 2008 and a Director from 1994 to December
    2008. Mr. Critelli previously was the Chairman and Chief
    Executive Officer of Pitney Bowes Inc. from January 1997 through
    May 2007. Mr. Critelli is also a Director of Eaton Corporation.FRANCES D. FERGUSSON, PH.D.Frances D. Fergusson, Ph.D.

Dr. Fergusson is 64 years old and has been a Director
    of Wyeth since January 2005. She is a Professor at Vassar
    College and is President Emeritus of the College, a position she
    held from 1986 to July 2006. She is also a Director of Mattel,
    Inc.
 1




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VICTOR F. GANZIVictor F. Ganzi

Mr. Ganzi is 62 years old and has been a Director of Wyeth
    since December 2005. Mr. Ganzi was the President and Chief
    Executive Officer from 2002 to 2008 and a Director from 1990 to
    2008 of The Hearst Corporation, a diversified communications
    company. He is also a Director of Gentiva Health Services, Inc.ROBERT LANGER, SC.DRobert Langer, Sc.D

Dr. Langer is 60 years old and has been a Director of
    Wyeth since January 2004. He was named an Institute Professor at
    Massachusetts Institute of Technology in 2006 and has been on
    the faculty of Massachusetts Institute of Technology since 1977.
    He is also a Director of Alseres Pharmaceuticals, Inc., Echo
    Therapeutics, Inc. and Momenta Pharmaceuticals, Inc.JOHN P. MASCOTTEJohn P. Mascotte

Mr. Mascotte is 69 years old and has been a Director of
    Wyeth since 1995. He is the retired President and Chief
    Executive Officer of Blue Cross and Blue Shield of Kansas City,
    Inc., a position he held from 1997 through 2001. He is also the
    former Chairman of Johnson & Higgins of Missouri, Inc. and
    former Chairman and Chief Executive Officer of The Continental
    Corporation.RAYMOND J. MCGUIRERaymond J. McGuire

Mr. McGuire is 52 years old and has been a Director of
    Wyeth since October 2006. Mr. McGuire has been Co-Head, Global
    Investment Banking at Citi since 2005. Prior to that, Mr.
    McGuire was the Global Co-Head of Mergers & Acquisitions at
    Morgan Stanley from 2003 to May 2005; a Managing Director at
    Morgan Stanley from 2000 to 2003; a Managing Director in the
    Mergers and Acquisitions Group of Merrill Lynch & Co., Inc.
    from 1994 to 2000; and one of the original members of
    Wasserstein Perella & Co., Inc. where he became a
    Partner/Managing Director in 1991. 2




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MARY LAKE POLAN, M.D., PH.D., M.P.HMary Lake Polan, 
    M.D., Ph.D., M.P.H.

Dr. Polan is 65 years old and has been a Director of
    Wyeth since 1995. She joined Stanford University School of
    Medicine in 1990 and is currently Professor and Chair Emeritus
    of the Department of Obstetrics and Gynecology at Stanford, as
    well as Adjunct Professor of Obstetrics and Gynecology at
    Columbia University School of Medicine. She is also a Director
    of Quidel Corporation.BERNARD POUSSOTBernard Poussot

Mr. Poussot is 57 years old and has been a Director of
    Wyeth since January 2007. Mr. Poussot is Chairman of the Wyeth
    board of directors, a position he has held since June 2008, our
    Chief Executive Officer, a position he has held since January
    2008, and our President, a position he has held since April
    2006. He was our Chief Operating Officer from January 2007
    through December 2007 and our Vice Chairman from April 2006
    through December 2007. From June 2002 to April 2006, he was
    Executive Vice President of Wyeth and President, Wyeth
    Pharmaceuticals. From January 2001 to June 2002, he served as
    Senior Vice President of Wyeth and President, Wyeth
    Pharmaceuticals. Prior to that, Mr. Poussot held positions of
    increasing responsibility since joining Wyeth in 1986.GARY L. ROGERSGary L. Rogers

Mr. Rogers is 64 years old and has been a Director of Wyeth
    since October 2005. He is former Vice Chairman of General
    Electric Company, a position he held from 2001 through 2003.
    Prior to that, Mr. Rogers held various executive positions
    during his long tenure at General Electric. He is also a
    Director of Rohm and Haas Company and W.W. Grainger, Inc.JOHN R. TORELL IIIJohn R. Torell III

Mr. Torell is 69 years old and has been a Director of Wyeth
    since 1982. He is Partner at Core Capital Group, LLC, a position
    he has held since 2000. He is also Chairman of Indecomm Global
    Services Corporation and International Executive Services Corps.
    He is the former President of Manufacturers Hanover Corporation
    and Manufacturers Hanover Trust Company, former Chairman of the
    Board, President and Chief Executive Officer of CalFed Inc. and
    former Chairman and Chief Executive Officer of Fortune Bancorp. EXECUTIVE OFFICERS OF WYETH
 Information relating to our executive officers is included in
Part I of our Annual Report on Form 10-K for the year ended December 31, 2008 under
the caption Executive Officers of the Registrant as of February
26, 2009.
   3




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SECTION 16(a)
    BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
    CODE OF
ETHICS
  www.wyeth.com www.wyeth.com
  4




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COMMITTEES
    OF THE WYETH BOARD OF DIRECTORS
  Wyeth Corporate Governance
    Guidelines Rule 10A-3 Rule 16b-3 www.wyeth.com
  5




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Numberof Meetings inCommittee

Members*

Key Functions of Committee

2008Audit

John P. Mascotte, Chairman**
    Robert M. Amen**
    Victor F. Ganzi**
    Gary L. Rogers
    John R. Torell III

Hiring (subject to ratification by the stockholders) and approving the fees of our independent registered public accounting firm.Pre-approving non-audit services and evaluating performance and independence of our independent registered public accounting firm.Reviewing and discussing our periodic financial statements and other disclosure and risk management and control policies and procedures, as appropriate, with management and our independent registered public accounting firm, and seeking to ensure the integrity of the financial reporting process and compliance with applicable laws and accounting initiatives.Reviewing, and approving, ratifying or making recommendations to the Wyeth board of directors regarding, related person transactions as defined under applicable disclosure regulations to the extent not delegated to another committee of the Wyeth board of directors.Issuing an annual report of the Audit Committee for inclusion in the proxy statement.


9Compensation
    and Benefits

Victor F. Ganzi, ChairmanRobert M. Amen
    Michael J. Critelli
    John P. Mascotte
    Gary L. Rogers

Evaluating performance of, and determining and approving the salary of, our Chief Executive Officer.Evaluating performance of, and recommending to the Wyeth board of directors the salaries of our executive officers (other than our Chief Executive Officer) and other senior executives.Administering our incentive compensation and equity incentive plans, overseeing other benefit plans and approving performance targets related to compensation programs.Establishing and administering performance-based compensation programs under Section 162(m) of the Internal Revenue Code.Periodically evaluating the competitiveness of our compensation programs and incentive, retirement and other plans and programs.


7 6




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Numberof Meetings inCommittee

Members*

Key Functions of Committee

2008Nominating and 
    Governance

Frances D. Fergusson, Ph.D., ChairmanRobert Langer, Sc.D.
    John P. Mascotte
    Raymond J. McGuire
    Mary Lake Polan, M.D., Ph.D., M.P.H.

Establishing criteria and procedures for recommending director candidates to the Wyeth board of directors, including those submitted by stockholders.Having sole authority to hire search firms to identify candidates for the Wyeth board of directors.Making recommendations to the Wyeth board of directors on the functions and size of board committees.Screening and nominating board candidates.Overseeing other corporate governance matters, including the evaluation of the functioning of the Wyeth board of directors and its committees, and recommending corporate governance principles.Annually evaluating the charters of each of the committees of the Wyeth board of directors.


5Corporate Issues

John R. Torell III, ChairmanMichael J. Critelli
    Frances D. Fergusson, Ph.D.
    Robert Langer, Sc.D.
    Raymond J. McGuire
    Mary Lake Polan, M.D., Ph.D., M.P.H.

Reviewing our major public and social policies, practices and programs and making recommendations to the Wyeth board of directors as appropriate on public issues, including environmental, health and safety matters, employment practices, charitable contributions, community outreach and political contributions. Reviewing and making recommendations regarding stockholder proposals relating to public and social issues.


2Science and 
    Technology

Mary Lake Polan, M.D., Ph.D., M.P.H., ChairmanFrances D. Fergusson, Ph.D. 
    Robert Langer, Sc.D.

Reviewing and reporting to the Wyeth board of directors regarding scientific matters relating to our research and development programs and technology initiatives.Reviewing our ability to acquire and maintain innovative science and technology through mechanisms including, but not limited to, acquisitions, collaborations and alliances.Periodically reviewing our pharmaceutical product pipeline.


3Executive

Bernard Poussot, ChairmanVictor F. Ganzi
    John P. Mascotte

Authorized, under our bylaws, during the intervals between
    meetings of the Wyeth board of directors, to perform all duties
    and exercise all powers of the board except those that are
    required by law, our Certificate of Incorporation or our bylaws
    to be performed or exercised by the entire Wyeth board of
    directors.


5***     *
    
    Mr. Critelli joined the Compensation Committee and the
    Corporate Issues Committee upon joining the Wyeth board of
    directors in April 2008. Mr. Ivan G. Seidenberg served on the
    Compensation Committee, the Corporate Issues Committee and the
    Executive Committee through his resignation from the Wyeth board
    of directors in February 2008. Professor John D. Feerick served on the
    Audit Committee and the Nominating and Governance Committee
    through his retirement from the Wyeth board of directors in July
    2008. Mr. Robert Essner served on the Executive Committee through
    his retirement from the Wyeth board of directors in June 2008. 7




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**
    
    Each of Messrs. Amen, Ganzi and Mascotte has been
    determined by the Wyeth board of directors to be an audit
    committee financial expert as defined under applicable SEC
    rules. Mr. Amen has served in a variety of finance and
    other executive roles, including as president and controller of
    International Paper Company and as chief executive officer of
    International Flavors & Fragrances Inc., and has a
    Masters of Business Administration with a concentration in
    finance, among many other qualifications. Mr. Ganzi
    practiced as a Certified Public Accountant (CPA) at a national
    public accounting firm, was the managing partner of a large law
    firm and served as chief financial and legal officer of Hearst,
    among many other qualifications. Mr. Mascotte is a CPA, was
    a tax specialist at a national public accounting firm and has
    served as chief executive officer of Blue Cross and Blue Shield
    of Kansas City, Inc. and The Continental Corporation, among many
    other qualifications.***
    
    The Executive Committee acted on one occasion in 2008 between
    meetings of the Wyeth board of directors by unanimous written
    consent. This action was specifically delegated in advance and
    ratified by the full Wyeth board of directors. Additional
Information Regarding the Compensation and Benefits Committee
           
    
    Current and historical data on base salaries, annual cash incentive awards and
long-term equity incentive awards for each named executive officer;
    
    Peer competitiveness data, generally including both a median and a 75th percentile
analysis regarding each element of direct compensation and total direct compensation
(i.e., base salary, annual cash incentive awards and long-term incentive compensation);
    
    An estimate of future pension benefits and the effect of base salary increases and
annual cash incentive awards on future pension benefits;
    
    A report of Wyeths performance that includes a discussion of financial results,
research and development, operational efficiency, talent management, status of litigation,
manufacturing performance and other key developments; and
    
    Information provided by the Compensation Committees compensation consultant and by
managements compensation consultant, which may consist in part of the peer
competitiveness data referenced above as well as analyses from outside
the industry.
       Additional
Information Regarding the Nominating and Governance Committee
  Criteria and Procedures for Board Candidate
    Selection for the Board of Directors
   8




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Criteria and Procedures
    for
    Board Candidate Selection
    for the Board of Directors
  CRITERIA
AND PROCEDURES FOR BOARD CANDIDATE SELECTION FOR THE BOARD OF
DIRECTORS    I.
    Criteria for All Candidates    
    Integrity and a commitment to ethical behavior.
    Personal maturity and leadership skills in industry, education,
    the professions, or government.
    Independence of thought and willingness to deal directly with
    difficult issues.
    Fulfillment of the broadest definition of diversity, seeking
    diversity of thought.
    Broad business
    and/or
    professional experience, with an understanding of business and
    financial affairs, and the complexities of business
    organizations.  II.
    Criteria
    for a Portion of Candidates    
    Scientific accomplishment in medicine or pharmaceuticals.
    Management experience and expertise.
    Financial
    and/or
    accounting expertise, generally, and as necessary to fulfill the
    financial requirements of the New York Stock Exchange and the
    Securities and Exchange Commission.
    Experience in other regulated industries.
    Business and other experience relevant to large public companies.  III.
    Procedures to be used in Board Candidate Selection
    
    Evaluate qualifications under Section I, and any specific
    needs under Section II, prior to commencement of the
    recruitment process.
    Develop a selection process specific to a candidate search to be
    led by the Chairman of the Nominating and Governance Committee
    with the assistance of a search firm, if deemed appropriate by
    the Committee, to be identified and retained within the sole
    discretion of the Committee. 9




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
    Receive recommendations from other existing members of the Board
    of Directors and other sources, including self-nominated
    candidates, and submit such potential candidates for review
    under the foregoing specific selection process.
    Determine that a prospective candidate fulfills the independence
    requirements of the New York Stock Exchange, the Securities and
    Exchange Commission and the Internal Revenue Code, as applicable.
    Review the education of the prospective candidate.
    Evaluate the quality of experience and achievement of the
    prospective candidate.
    Review the prospective candidates current or past
    membership on other boards.
    Determine that the candidate has the ability, and the
    willingness, to spend the necessary time required to function
    effectively as a Director.
    Determine that the candidate has a genuine interest in
    representing the stockholders and the interests of the
    Corporation overall.There have been no changes in these procedures since they were
last published in our proxy statement datedMarch 14, 2008. 10




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ITEM 11. EXECUTIVE COMPENSATION




EXECUTIVE
    COMPENSATION
  Compensation
    Discussion and Analysis
    Overview
      
    Attract and retain outstanding executives with long-term
    industry experience and who deliver superior performance;
    Motivate our executives to achieve our business and strategic
    goals, both financial and operational;
    Reward our executives for achieving outstanding company and
    individual performance and developing executive talent; and
    Produce value for our stockholders by continuing to increase the
    strength and sustainability of Wyeth.  Protonix
   11




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
    A portion of the value of an executives total direct
    compensation (i.e., base salary, annual cash incentive awards
    and annual long-term incentive awards) was discretionary based
    on the Compensation Committees assessment of both
    Wyeths performance and individual executive performance
    (annual cash incentive awards);
    A portion of the value of an executives total direct
    compensation was based directly on our actual financial
    performance against pre-set targets and total stockholder return
    (TSR) versus our peers (performance share unit awards); and
    A portion of the value of an executives total direct
    compensation was tied directly to changes in our stock price
    (stock options, restricted stock unit awards (RSUs) and performance share unit awards).      
    Our successful strategic and financial response to the at
    risk launch of generic versions of Protonix,
    including the launch of our own generic version and the
    deployment of Project Impact initiatives;
    Our strong financial performance, highlighted by Wyeth exceeding
    its earnings per share (EPS) goals for the year, in the face of
    a challenging pharmaceutical industry and economic environment,
    and our successful operating performance;
    New product approvals, including Pristiqfor the
    treatment of major depressive disorder, Xynthaand
    subcutaneous Relistor, and delays in the regulatory
    review of several of our other pipeline products;
    Year-over-year stock price decline and negative total
    stockholder return performance during 2008, but which compared
    favorably with total stockholder return performance of the
    S&P 500 Index and the market-weighted Peer Group
    Index  performing better than the S&P 500 Index
    by 24.4 percentage points and the market-weighted Peer
    Group Index by 10.2 percentage points;
    Executive succession and key business changes that resulted from
    the establishment of our new executive leadership team,
    including the promotion and recruitment of important new key
    executives, who quickly and seamlessly transitioned to full
    functionality; and
    Outstanding work of our named executive officers with respect to
    our contemplated merger with Pfizer. 12




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Components
    of Compensation
    Pay Element

What Pay Element Rewards/Reflects

Primary Purpose of Pay ElementBase Salary

Performance of executive responsibilities; reflects experience
    and tenure in role, skills and level of responsibility.

To provide a fixed amount of compensation commensurate with
    market norms for similar jobs.Annual Cash Incentive Awards

Annual company and individual performance and achievement of
    Wyeths financial and other objectives.

To motivate executives to achieve superior company and
    individual performance through a variable and discretionary
    award design.Long-Term Equity Incentives (Stock Options and Performance Share
    Unit Awards)

Long-term focus, achievement of performance goals (e.g., EPS and total stockholder return ranking), increases in stockholder value, and continued employment during the vesting/holding period of an award:
 Three-year period applicable to performance share unit awards, with additional one-year holding period for the 2008 awards.

 Three-year phased vesting for stock options.

To motivate long-term performance, align executive compensation
    with stock price performance and other performance measures and
    retain key executives.Restricted Stock Unit Awards

Long-term focus and continued employment during the vesting
    period.

Awarded upon initial employment and major promotion or for
    executive retention (not part of annual grant to named executive
    officers).Benefits (Primarily Defined Benefit Pension Plans and Defined
    Contribution Savings Plans) and Perquisites

Long-term service and desire to keep executives focused.

To provide a competitive benefits program that addresses
    employee health, welfare and retirement needs. Also to provide
    executives with a meaningful level of post-employment income
    consistent with their contribution to Wyeths success over
    their careers, as well as to offer competitive perquisites that
    enable executives to maximize efficiency.Change in Control Severance Agreements

Need for retention and employment security in a dynamic industry.

To provide for company stability and continuity of management
    during times of uncertainty (e.g., pending our contemplated
    merger with Pfizer) and to allow us to attract and retain key
    executives by providing protections consistent with the market
    for executive talent.  13




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Key
    Changes and Other Actions in 2008
    Benchmarking Philosophy.
  Alignment of Compensation Calendar.
  Pay
    for Performance
         14




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Determination
    and Analysis of 2008 Compensation for Named Executive
    Officers
  element-by-element
 15




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Base
    Salary
  and/or
  2008 Base Salary Determinations.
 16




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2009 Base Salary Determinations. Protonix
  Annual
    Cash Incentive Awards
     17




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Protonix
  Protonix Enbrel Prevnar 12-month Protonix Effexor
 18




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Prevnar Zosyn Enbrel Pristiq Xyntha Relistor
  Long-Term
    Equity Incentives
    2008 Grants.
 19




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Protonix
         20




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Protonix Effexor Enbrel Prevnar Lybrel Torisel Pristiq Xyntha Pristiq Viviant
    Conversion of Performance Share Unit Awards Granted in
    2006. Protonix 2006-2008
 21




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Post-Employment
    Benefits
       22




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Perquisites
      gross-up
  Peer
    Group Analysis
   23




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Post-Termination
    Arrangements
    Premarin
 24




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Other
    Factors and Information Considered in Compensation
    Decisions
  Tax
    Deductibility
        Accounting
    Implications
    Compensation
    Consultant
   25




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Timing
    of Equity Grants and Equity Grant Policy
  and/or
    Policy
    on the Recoupment of Incentive-Based Compensation
   26




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Executive
    Stock Ownership Guidelines
   27




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Report of
    the Compensation Committee of the Wyeth Board of
    Directors
    
  
 28




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Summary
    Compensation Table
      Non-EquityIncentive

Change in

AllStock

Option

Plan

Pension

OtherName and



Salary (1)

Awards (2)

Awards (3)

Compensation (4)

Value (5)

Compensation(6)

TotalPrincipal Position

Year

($)

($)

($)

($)

($)

($)

($)Bernard Poussot


2008


$
1,450,000


$
8,041,484


$
3,796,200


$
2,750,000


$
4,662,990


$
656,723


$
21,357,397Chairman, President and


2007


$
1,050,400


$
4,349,760


$
2,590,040


$
2,000,000


$
2,400,863


$
263,845


$
12,654,908Chief Executive Officer


2006


$
967,035


$
5,518,110


$
4,060,380


$
1,700,000


$
2,003,211


$
160,112


$
14,408,848Gregory Norden


2008


$
770,000


$
2,454,967


$
600,310


$
1,078,000


$
2,629,028


$
199,370


$
7,731,675Senior Vice President and Chief Financial Officer


2007


$
583,033


$
1,027,240


$
468,970


$
750,000


$
167,817


$
75,148


$
3,072,208Joseph M. Mahady


2008


$
925,000


$
3,012,655


$
2,182,120


$
1,341,000


$
2,276,187


$
34,250


$
9,771,212Senior Vice President and


2007


$
787,233


$
2,313,180


$
2,118,050


$
1,100,000


$
823,207


$
29,117


$
7,170,787President, Wyeth Pharmaceuticals


2006


$
695,600


$
3,875,270


$
1,441,860


$
950,000


$
1,390,888


$
26,368


$
8,379,986Lawrence V. Stein


2008


$
724,220


$
2,168,619


$
892,620


$
978,000


$
1,541,441


$
28,050


$
6,332,950Senior Vice President and General CounselMikael Dolsten, M.D., Ph.D.


2008


$
406,250


$
1,414,537


$
92,899


$
750,000






$
105,771


$
2,769,457Senior Vice President and President, Wyeth ResearchRobert Essner


2008


$
857,703


$
11,717,960


$
3,796,200


$
1,600,000


$
2,566,308


$
338,660


$
20,876,831Former Chairman


2007


$
1,728,500


$
10,169,080


$
4,691,600


$
3,200,000


$
4,083,894


$
232,057


$
24,105,1312006


$
1,662,000


$
18,201,380


$
5,305,400


$
3,000,000


$
4,531,044


$
147,138


$
32,846,962Robert R. Ruffolo, Jr., Ph.D


2008


$
459,458


$
2,483,198






$
645,000


$
1,023,321


$
140,229


$
4,751,206Former Senior


2007


$
756,100


$
2,509,610


$
1,394,800


$
1,100,000


$
880,411


$
23,183


$
6,664,104Vice President and President,
    Wyeth Research


2006


$
727,000


$
4,345,220


$
1,423,400


$
1,100,000


$
964,881


$
27,310


$
8,587,811     (1)
    
    The amount shown in the Salary column for
    Dr. Dolsten reflects payment of base salary at an annual
    rate of $750,000 from his date of hire, and for Mr. Essner
    and Dr. Ruffolo reflects payment of base salary at an
    annual rate of $1,728,500 and $782,500, respectively, through
    their dates of retirement. Each of our named executive officers
    deferred a portion of his base salary into the Wyeth Savings
    Plan, as amended (401(k)). Each of our named executive officers
    (other than Dr. Dolsten) also deferred a portion of his
    base salary into the Wyeth Supplemental Employee Savings Plan,
    as amended (SESP), which is reflected in the Non-Qualified
    Deferred Compensation table below.In November 2008, the Wyeth board of directors set the 2009 base
    salaries for our active named executive officers at $1,550,000
    for Mr. Poussot, $850,000 for Mr. Norden, $962,000 for
    Mr. Mahady, $753,000 for Mr. Stein and $790,000 for
    Dr. Dolsten.(2)
    
    We recognize the expense associated with performance share unit
    awards ratably from the date of grant through the completion of
    the applicable performance period, initially assuming
    achievement at 100% of target and ultimately reflecting actual
    achievement. 29




---



##### 




    the compensation cost in accordance with Statement of Financial
Accounting Standards No. 123R, Share-Based Payment (SFAS
No. 123R), disregarding the estimate of
    forfeitures related to service-based vesting conditions, for
    performance share unit awards granted in 2008 and in prior
    years, thereby reflecting the pro rata expenses associated with
    the 2006, 2007 and 2008 grants of performance share unit awards;
    the following incremental amounts reflecting the conversion of
    the 2006 performance share unit awards, which relate primarily
    to the 2008 performance year, at 136% of target (rather than
    100%): $1,404,288 for Mr. Poussot, $351,072 for
    Mr. Norden, $667,037 for Mr. Mahady, $482,724 for
    Mr. Stein, $2,984,112 for Mr. Essner and $719,698 for
    Dr. Ruffolo, as a result of the determination by the
    Compensation Committee in early 2009 that we achieved 2008 EPS,
    as adjusted, of $3.68 per share (i.e., exclusive of equity-based
    compensation and charges related to our productivity
    initiatives) and a total stockholder return ranking in the
    middle tier of our specified peer group of eight companies for
    the period from January 1, 2006 to December 31, 2008.
    The 2008 EPS target of $3.58 per share for the 2006 awards was
    established by the Compensation Committee in early 2008; and
    the compensation cost in accordance with
    SFAS No. 123R, disregarding the estimate of
    forfeitures related to service-based vesting conditions, for
    RSUs as follows: for Mr. Poussot, the pro rata cost of a
    special award granted to him in 2008 in connection with his
    promotion to Chief Executive Officer, and for Mr. Norden,
    the pro rata cost of awards granted to him in 2005, 2006 and
    2007 prior to his promotion to Senior Vice President and Chief
    Financial Officer and a special award granted to him in 2008
    related to his promotion to Chief Financial Officer.    Form 10-K
  (3)
    
    Represents the compensation cost determined in accordance with
    SFAS No. 123R, disregarding the estimate of forfeitures
    related to service-based vesting conditions, for stock option
    awards based upon the Black-Scholes option-pricing model, which
    is recognized pro rata over the employee service period. The
    vesting period for determining compensation cost generally is
    the shorter of three years or the time period prior to when the
    individual reaches the age and service required for retirement
    eligibility. The amounts shown for 2008 represent:  
    for Messrs. Poussot, Stein and Essner, the full expense for
    stock options granted in 2008 and do not include any expense for
    prior year awards, as these executives satisfied the age and
    service requirements for retirement eligibility prior to 2008;
    for Mr. Norden, who does not become eligible for retirement
    until October 2012, the pro rata costs of stock options granted
    in 2005, 2006, 2007 and 2008;
    for Mr. Mahady, who became eligible for retirement in April
    2008, the pro rata costs of stock options granted in 2005, 2006
    and 2007 and the full expense for stock options granted in 2008;
    for Dr. Dolsten, who does not become eligible for
    retirement until September 2013, the pro rata costs of stock
    options granted in 2008 upon his date of hire; and
    for Dr. Ruffolo, no expense because he did not receive a
    grant of stock options in 2008 and he satisfied the age and
    service requirements for retirement eligibility prior to 2008. 30




---



##### 



Form 10-K
  (4)
    
    Reflects the annual cash incentive awards (i.e., cash bonuses)
    earned for 2008, 2007 and 2006 under our stockholder-approved
    Executive Incentive Plan, as amended, or, in the case of
    Mr. Norden in 2007 and Dr. Dolsten and Mr. Essner
    in 2008, under our Performance Incentive Award program, and paid
    in the first quarter of 2009, 2008 and 2007, respectively. These
    awards were determined and finalized by our Compensation
    Committee in the February following the applicable completed
    performance year and were paid shortly thereafter. The terms of
    our Executive Incentive Plan, which is designed to preserve the
    tax deductibility to Wyeth of annual cash incentive award
    payments, provide that the maximum annual cash incentive award
    that may be paid to any one participant in any one year is
    two-tenths of one percent of our consolidated earnings, if any,
    for the applicable year (adjusted to omit the effects of unusual
    and infrequent items). As discussed in more detail under
    Compensation Discussion and Analysis, the Compensation Committee applies negative
    discretion to determine the actual cash incentive award made to
    each individual for the given fiscal year. None of the named
    executive officers elected to defer his 2008, 2007 or 2006
    annual cash incentive award.(5)
    
    Represents the aggregate change in actuarial present value of
    each named executive officers accumulated benefits under
    our defined benefit pension plans from December 31, 2007 to
    December 31, 2008, December 31, 2006 to
    December 31, 2007 and December 31, 2005 to
    December 31, 2006, respectively, which are the measurement
    dates used for financial statement reporting purposes for our
    consolidated financial statements, based on the following
    assumptions:  
    For valuing lump-sum payments, a discount rate of 4.0% for the
    December 31, 2008 measurement date, 4.0% for the
    December 31, 2007 measurement date, 4.0% for the
    December 31, 2006 measurement date and 4.4% for the
    December 31, 2005 measurement date.
    For valuing annuity payments, a discount rate of 6.25% for the
    December 31, 2008 measurement date, 6.45% for the
    December 31, 2007 measurement date, 5.90% for the
    December 31, 2006 measurement date and 5.65% for the
    December 31, 2005 measurement date.
    For the December 31, 2008 measurement date, eighty-five
    percent (85%) of all retirees were expected to elect lump-sum
    payments, and for the December 31, 2007 and the
    December 31, 2006 measurement dates, seventy percent (70%)
    of all retirees were expected to elect lump-sum payments; the
    remainder were assumed to elect payments in an annuity form.     31




---



##### 



(6)
    
    For 2008, reflects amounts for personal use of company aircraft,
    aircraft commuting, personal use of automobiles,
    company-provided housing/relocation, reimbursement of taxes,
    Wyeths matching contributions to the Wyeth Savings Plan
    (401(k)) and the Supplemental Employee Savings Plan (SESP), and
    other benefits, as follows:  Personal







Company-Use of







ProvidedCompany

Aircraft

Personal Use of

Housing/

Reimbursement

401(k)

SESP




TotalAircraft

Commuting

Automobiles

Relocation

of Taxes

Match

Match

Other

All OtherName

(a)

(a)

(b)

(c)

(d)

(e)

(e)

(f)

CompensationMr. Poussot

$
189,986


$
18,235


$
10,504


$
132,000


$
147,876


$
6,900


$
37,913


$
113,309


$
656,723Mr. Norden





$
5,757


$
11,369


$
72,504


$
77,076


$
6,900


$
17,075


$
8,689


$
199,370Mr. Mahady





















$
6,900


$
21,850


$
5,500


$
34,250Mr. Stein





















$
6,900


$
15,650


$
5,500


$
28,050Dr. Dolsten





$
8,742


$
33,706


$
14,904


$
44,332


$
4,087










$
105,771Mr. Essner

$
202,076






$
26,436






$
17,586


$
6,900


$
21,188


$
64,474


$
338,660Dr. Ruffolo





















$
6,900


$
7,829


$
125,500


$
140,229     a.
    
    The Wyeth board of directors made it a requirement, for security
    reasons, that Mr. Poussot and, prior to his retirement,
    Mr. Essner, use the corporate aircraft for business and
    personal travel where feasible. The Wyeth board of directors
    believes that this requirement also enables more efficient use
    of these executives travel time and helps to preserve
    confidentiality. Mr. Essner is entitled to limited
    post-employment usage of our corporate aircraft pursuant to his
    employment agreement. See Potential Payments upon
    Termination or Change in Control for a description of Mr. Essners
    employment agreement. Other executive officers may, on rare
    occasions, use the corporate aircraft for personal trips with
    the permission of the Chief Executive Officer.As a result of their respective promotions to President and
    Chief Executive Officer (January 2008) and Senior Vice
    President and Chief Financial Officer (June 2007),
    Messrs. Poussot and Norden, respectively, changed their
    principal offices from Collegeville, Pennsylvania to Madison,
    New Jersey but continue to work frequently in both locations.
    Beginning with their respective promotions, Messrs. Poussot
    and Norden use the corporate helicopter for periodic commuting,
    as does Dr. Dolsten in connection with his relocation to
    Collegeville, Pennsylvania.We have valued the aggregate incremental cost of each of
    Mr. Poussots and Mr. Essners personal use
    of our corporate aircraft using a method that takes into account
    the cost of fuel, trip-related maintenance, crew travel
    expenses, on-board supplies and catering, landing fees,
    trip-related expenses, any customs, foreign permit and similar
    fees, and other variable costs, net of any reimbursements made
    to Wyeth by the officer for his use of the aircraft in the case
    of Mr. Essner. The aggregate incremental cost also includes
    all such costs related to positioning flights. We valued the
    aggregate incremental cost of aircraft commuting by allocating
    the estimated total annual variable costs associated with use of
    the helicopter for all helicopter trips on a per passenger basis
    (i.e., by calculating the hourly per passenger variable cost for
    all helicopter trips in 2008 and allocating it to the commuting
    and/or personal trips made by the officer). Because our aircraft
    are used primarily for business travel, in calculating
    incremental cost, we do not include the fixed costs that do not
    change based on personal usage. Aggregate incremental cost is
    not the same as the valuation used for calculating taxable
    income to the executives, which is calculated pursuant to U.S.
    Treasury regulations. We have not included amounts related to
    the loss of a tax deduction to Wyeth on account of personal use
    of corporate aircraft in valuing this benefit.b.
    
    Costs related to automobile usage for commuting and/or personal
    purposes by Mr. Poussot, Mr. Norden, Dr. Dolsten
    and Mr. Essner, including post-employment use by
    Mr. Essner pursuant to his employment agreement, are shown
    at estimated aggregate incremental cost to Wyeth based upon the
    number of miles traveled and the estimated incremental cost per
    mile, including an estimate of allocable driver overtime costs
    or, in the case of Dr. Dolsten, the cost of third-party-provided
    transportation. Costs related to the company-owned automobile
    provided to Mr. Essner prior to his retirement are shown at
    full cost to Wyeth although the vehicle was used for business as
    well as personal transportation. 32




---



##### 



c.
    
    For Messrs. Poussot and Norden, amounts shown represent a
    monthly housing allowance and payments for company-provided
    housing, respectively, in lieu of relocation. Beginning with
    their respective promotions, we provide Mr. Poussot with a
    monthly housing allowance to be used for housing in proximity to
    Madison, New Jersey and Mr. Norden with a leased apartment
    and related expenses in proximity to Madison, New Jersey. For
    Dr. Dolsten, amount shown represents company-paid living
    expenses related to his relocation to Collegeville, Pennsylvania
    in connection with his employment.d.
    
    Amounts shown represent reimbursement by us of taxes incurred by
    the executive as a result of imputed income as follows: for
    Mr. Poussot, from helicopter and automobile usage for
    commuting/personal use, the monthly housing allowance and
    specified air travel; for Mr. Norden, from helicopter and
    automobile usage for commuting and company-provided housing; for
    Dr. Dolsten, from the travel/commuting costs and living
    expenses related to his relocation to Collegeville, Pennsylvania
    in accordance with our relocation policy; and for
    Mr. Essner, from his personal use of corporate aircraft
    prior to his retirement. See  Compensation
    Discussion and Analysis  Determination and Analysis
    of 2008 Compensation for Named Executive Officers 
    Perquisites.e.
    
    We provide matching contributions of 50% on the first 6% of
    covered pay that the named executive officer contributes to the
    Wyeth Savings Plan (401(k)) and the Supplemental Employee
    Savings Plan.f.
    
    This column reports other benefits provided to named executive
    officers. These other benefits include: (1) financial
    planning, (2) home security for Mr. Poussot
    ($101,302), including installation costs in connection with his
    promotion to Chief Executive Officer, and Mr. Essner
    ($14,602), (3) non-business activities for director spouses
    in connection with our off-site board meeting (see
    Director Compensation)
    and/or (4) an annual physical examination. In the case of
    Mr. Essner, this column also includes an estimate of the
    post-employment benefits that he received in 2008 under his
    employment agreement ($43,000), with the exception of home
    security, the use of a company-owned automobile and driver and
    the company aircraft, which are included in the other applicable
    columns. In the case of Dr. Ruffolo, these benefits include
    payments in connection with his post-retirement consulting
    agreement ($125,000). Please see  Potential
    Payments Upon Termination or Change in Control for a description of the post-employment
    benefits provided to Mr. Essner and Dr. Ruffolo under
    their employment and consulting agreements.    2008
    Grants of Plan-Based Awards
       33




---



##### 



34




---



##### 



AllOther

All OtherStock

OptionAwards:

Awards:

Exercise

Grant DateEstimated Potential Payouts

Estimated Future Payouts

Number of

Number of

or Base

Fair ValueUnder Non-Equity Incentive Plan

Under Equity Incentive Plan

Shares

Securities

Price of

of Stock andAwards(1)

Awards

of Stock

Underlying

Options

OptionsGrant

Action

Threshold

Target

Maximum

Threshold

Target

Maximum

or Units

Options

Award

Awards(2)Name

Date

Date

($)

($)

($)

(#)

(#)

(#)

(#)

(#)

($/Sh)

($)Bernard Poussot









$
0


$
2,000,000


$
9,533,5001/2/2008



1/2/2008



























120,000










$
4,573,2004/24/2008



4/24/2008















0



192,000



384,000















7,956,4804/24/2008



4/24/2008































370,000


$
44.56



3,796,200$
16,325,880Gregory Norden









$
0


$
750,000


$
9,533,5004/24/2008



4/24/2008



























19,250










$
790,5984/24/2008



4/24/2008















0



56,250



112,500















2,331,0004/24/2008



4/24/2008































99,000


$
44.56



1,015,740$
4,137,338Joseph M. Mahady









$
0


$
1,100,000


$
9,533,5004/24/2008



4/24/2008















0



62,500



125,000














$
2,590,0004/24/2008



4/24/2008































138,000


$
44.56



1,415,880$
4,005,880Lawrence V. Stein









$
0


$
890,000


$
9,533,5004/24/2008



4/24/2008















0



41,000



82,000














$
1,699,0404/24/2008



4/24/2008































87,000


$
44.56



892,620$
2,591,660Mikael Dolsten, M.D., Ph.D.














(1
)6/16/2008
*


4/24/2008















0



51,250



102,500














$
2,733,6756/16/2008
**


4/24/2008















0



51,250



102,500















2,123,8006/16/2008



4/24/2008































52,000


$
43.08



513,760$
5,371,235Robert Essner









$
0


$
1,600,000


$
9,533,5004/24/2008



4/24/2008















0



153,600



307,200














$
7,148,5444/24/2008



4/24/2008































370,000


$
44.56



3,796,200$
10,944,744Robert R. Ruffolo, Jr., Ph.D.









$
0


$
641,700


$
9,533,500     *
    
    Represents grant for the 2009 performance year.  **
    
    Represents grant for the 2010 performance year.  (1)
    
    Annual cash incentive awards generally are paid to named
    executive officers under our stockholder-approved Executive
    Incentive Plan, which, in order to preserve tax deductibility to
    Wyeth of this compensation, is designed as a so-called
    negative discretion plan. There is no target or
    maximum under the Executive Incentive Plan, other than a
    putative maximum amount that may be paid to any one participant
    in any one year of two-tenths of one percent of consolidated
    earnings (adjusted to omit the effects of unusual and infrequent
    items). Pursuant to SEC rules, the maximum amounts
    shown in the table above reflect this putative maximum. The plan
    permits the Compensation Committee to award any amount that does
    not exceed the putative maximum. For purposes of presentation,
    the amounts shown as target represent the annual
    cash incentive awards actually paid to each named executive
    officer for 2007 (pro-rated for actual months worked in 2008 in
    the case of Mr. Essner and Dr. Ruffolo). Actual annual
    cash incentive awards paid for 2008 are reported in the
    Non-Equity Incentive Plan Compensation column of the
     Summary Compensation Table, and there
    are no future payouts associated with these awards, which are
    shown here in accordance with SEC rules. While
    Dr. Dolstens annual cash incentive award was
    determined in the same manner as awards under the Executive
    Incentive Plan, Dr. Dolsten was not designated as a
    participant in the Executive Incentive Plan in 2008 because he
    became a named executive officer after     the date of
designation for 2008. In addition, pursuant to the
    offer letter in connection with his employment, Dr. Dolsten
    was entitled to receive a minimum bonus of $750,000 for 2008.
    For each of Mr. Essner and Dr. Dolsten, the actual
    annual cash incentive award for 2008 was ultimately paid under
    our Performance Incentive Award program. See
     Compensation Discussion and Analysis
    for a discussion of the determination
    of actual awards for 2008 under the Executive Incentive Plan and
    the Performance Incentive Award program. 35




---



##### 



(2)
    
    Represents the grant date fair value of performance share unit
    awards (based on 100% of target achievement), RSUs and stock
    options granted in 2008 computed in accordance with
    SFAS No. 123R, disregarding the estimate of
    forfeitures relating to service-based vesting conditions, using
    the same valuation model and assumptions as applied for purposes
    of our consolidated financial statements for the year ended
    December 31, 2008, included in our 2008 Financial Report,
    which is incorporated by reference into Wyeths Annual
    Report on
    Form 10-K
    for the year ended December 31, 2008. These values
    were developed solely for the purpose of comparative disclosure
    in accordance with SEC rules and are not intended to predict
    future performance, future prices of our common stock or our
    future dividend distributions. The ultimate values of these
    equity awards will depend on our future performance and the
    future market price of our common stock and cannot be forecasted
    with reasonable accuracy. The actual value, if any, a holder
    will realize upon exercise of an option will depend on the
    excess of the market value of our common stock over the exercise
    price on the date the option is exercised. The actual value, if
    any, a holder will realize upon sale of shares received upon
    conversion of RSUs and performance share unit awards will depend
    on the number of shares into which such award ultimately
    converts (in the case of performance share unit awards) and the
    market value of our common stock on the date of the sale.The value of performance share unit awards granted on
    April 24, 2008 for the 2010 performance year, based on 100%
    of target achievement, was calculated to be $41.44 per unit or,
    in the case of Mr. Essner, who received the form of award
    granted to other key employees in light of his announced
    retirement rather than the form of award for continuing named
    executive officers, $46.54 per unit. The values of
    Dr. Dolstens performance share unit awards granted on
    June 16, 2008 for the 2009 performance year and the 2010
    performance year, based on 100% of target achievement, were
    calculated to be $53.34 and $41.44, respectively, per unit. The
    value of Mr. Poussots RSUs granted on January 2,
    2008 was calculated to be $38.11 per unit; and the value of
    Mr. Nordens RSUs granted on April 24, 2008 was
    calculated to be $41.07 per unit. For a discussion of the
    assumptions used in determining grant date fair value of our
    performance share unit awards and RSUs granted in 2008, please
    see note 13 to our consolidated financial statements for
    the year ended December 31, 2008, included in our 2008
    Financial Report, which is incorporated by reference into
    Wyeths Annual Report on
    Form 10-K
    for the year ended December 31, 2008.For stock option awards granted on April 24, 2008 and
    June 16, 2008, the values (equaling $10.26 and $9.88 per
    option, respectively) were developed using the Black-Scholes
    option pricing model in accordance with SFAS No. 123R
    based on the assumptions set forth in note 13 to our
    consolidated financial statements for the year ended
    December 31, 2008, included in our 2008 Financial Report,
    which is incorporated by reference into Wyeths Annual
    Report on
    Form 10-K
    for the year ended December 31, 2008. 36




---



##### 



Outstanding
    Equity Awards at 2008 Year-End
      Option Awards



Stock AwardsEquity Incentive

Equity IncentiveNumber

Number of





Number of



Plan Awards:

Plan Awards: Marketof Securities

Securities





Shares or



Number of

or Payout Value ofUnderlying

Underlying





Units of

Market Value of

Unearned Shares,

Unearned Shares,Unexercised

Unexercised

Option



Stock That

Shares or Units of

Units or

Units or OtherOptions

Options

Exercise

Option

Have Not

Stock That

Other Rights

Rights That Have(#)

(#)

Price

Expiration

Vested

Have Not Vested

That Have Not Vested (2)

Not Vested (3)Name

Exercisable

Unexercisable

($)

Date(1)

(#)

($)

(#)

($)Bernard Poussot


97,800






$
62.3125



5/20/2009



120,000
(4)

$
4,501,200
(4)


(2007
)


112,500


$
4,219,875118,800






$
56.5938



4/27/2010











(2008
)


192,000



7,201,920126,000






$
56.5250



4/26/2011















304,500


$
11,421,795157,500






$
60.7050



4/25/201251,334






$
40.2200



4/22/2014138,000






$
43.5700



4/21/2015120,000



60,000


$
48.2200



4/27/201666,666



133,334


$
56.0000



4/26/2017370,000


$
44.5600



4/24/2018Total: 876,100



563,334Gregory Norden


30,000






$
62.3125



5/20/2009



28,750
(4)

$
1,078,413
(4)


(2007
)


25,000


$
937,75034,000






$
56.5938



4/27/2010











(2008
)


56,250



2,109,93845,000






$
56.5250



4/26/2011















81,250


$
3,047,68850,000






$
60.7050



4/25/20128,334






$
41.0500



4/24/201330,000






$
40.2200



4/22/201437,500






$
43.5700



4/21/201526,666



13,334


$
48.2200



4/27/201612,003



24,007


$
56.0000



4/26/201799,000


$
44.5600



4/24/2018Total: 273,503



136,341Joseph M. Mahady


66,600






$
62.3125



5/20/2009











(2007
)


49,940


$
1,873,24976,500






$
56.5938



4/27/2010











(2008
)


62,500



2,344,37576,500






$
56.5250



4/26/2011















112,440


$
4,217,62490,000






$
60.7050



4/25/201238,000






$
40.2200



4/22/2014103,000






$
43.5700



4/21/201568,666



34,334


$
48.2200



4/27/201636,000



72,000


$
56.0000



4/26/2017138,000


$
44.5600



4/24/2018Total: 555,266



244,334Lawrence V. Stein


45,000






$
62.3125



5/20/2009











(2007
)


37,815


$
1,418,44151,000






$
56.5938



4/27/2010











(2008
)


41,000



1,537,91055,000






$
56.5250



4/26/2011















78,815


$
2,956,35156,000






$
60.7050



4/25/201220,000






$
34.6750



10/28/201240,000






$
41.0500



4/24/201380,000






$
40.2200



4/22/201472,000






$
43.5700



4/21/201548,000



24,000


$
48.2200



4/27/201626,400



52,800


$
56.0000



4/26/201787,000


$
44.5600



4/24/2018Total: 493,400



163,800 37




---



##### 



Option Awards

Stock AwardsEquity Incentive

Equity IncentiveNumber

Number of





Number of



Plan Awards:

Plan Awards: Marketof Securities

Securities





Shares or



Number of

or Payout Value ofUnderlying

Underlying





Units of

Market Value of

Unearned Shares,

Unearned Shares,Unexercised

Unexerci sed

Option



Stock That

Shares or Units of

Units or

Units or OtherOptions

Options

Exercise

Option

Have Not

Stock That

Other Rights

Rights That Have(#)

(#)

Price

Expiration

Vested

Have Not Vested

That Have Not Vested (2)

Not Vested (3)Name

Exercisable

Unexercisable

($)

Date(1)

(#)

($)

(#)

($)Mikael Dolsten, M.D., Ph.D.






52,000


$
43.0800



6/16/2018











(2007
)


51,250


$
1,922,388(2008
)


51,250



1,922,388102,500


$
3,844,776Robert Essner


177,800






$
62.3125



5/20/2009











(2007
)


192,000


$
7,201,920207,000






$
56.5938



4/27/2010











(2008
)


153,600



5,761,536360,000






$
56.5250



4/26/2011















345,600


$
12,963,456630,000






$
62.4000



6/21/2011540,000






$
60.7050



4/25/2012600,000






$
41.0500



4/24/2013480,000






$
40.2200



4/22/2014432,000






$
43.5700



4/21/2015410,000






$
48.2200



4/27/2016370,000






$
56.0000



4/26/2017370,000






$
44.5600



4/24/2018Total:  4,576,800Robert R. Ruffolo, Jr., Ph.D.


80,000






$
53.8500



1/23/2011











(2007
)


51,250


$
1,922,38870,000






$
56.5250



4/26/201170,000






$
60.7050



4/25/2012115,000






$
43.5700



4/21/2015110,000






$
48.2200



4/27/2016110,000






$
56.0000



4/26/2017Total: 555,000     (1)
    
    Options expire 10 years from the date of grant and, subject
    to ongoing service, vest in one-third increments on the first,
    second and third anniversaries of the date of grant, provided
    the executive has completed two or more years of service.
    Options would become fully vested earlier in the case of
    retirement, death, disability or a change in control, such as
    our contemplated merger with Pfizer. See  2008
    Grants of Plan-Based Awards for
    more information on stock options.(2)
    
    Represents the 2007 and 2008 performance share unit awards,
    shown at 100% of target, which generally were granted in 2007
    and 2008 and which can be earned based on 2009 and 2010 EPS
    performance among other factors, respectively, and remained
    outstanding at December 31, 2008. These awards generally
    were granted in connection with the annual grants under our
    long-term incentive compensation program, except that a portion
    of Mr. Nordens 2007 performance share unit award was
    granted to him in June 2007 in connection with his promotion to
    Senior Vice President and Chief Financial Officer, and
    Dr. Dolstens 2007 and 2008 performance share unit
    awards were granted to him upon his employment in June 2008. The
    2007 performance share unit awards may be earned in early 2010
    based on 2009 EPS performance. The 2008 performance share unit
    awards may be earned in early 2011 based on 2010 EPS
    performance. The Compensation Committee may then apply negative
    discretion to reduce the amount of the award that may be earned
    based on EPS by applying other factors as deemed appropriate by
    the Compensation Committee, including total stockholder return
    ranking for the years
    2007-2009
    for the 2007 award and for the years
    2008-2010
    for the 2008 award, as more fully described under
     2008 Grants of Plan-Based Awards and in
    the section entitled  Compensation Discussion
    and Analysis. The executives would forfeit these
    performance share unit awards upon termination of employment
    prior to conversion for any reason other than death, disability
    or retirement (in which case the units would be converted if,
    when and to the extent the performance criteria are satisfied).
    These units also would vest upon a change in control, such as
    our contemplated merger with Pfizer (in which case the units
    generally would convert at 80% of target).
    The table does not include performance share unit awards granted
    in 2006, which were earned and vested in February 2009 based on
    2008 performance. As these awards vested based on performance
    completed in 2008, we have included these awards in the table
    entitled  Option Exercises and Stock Vested in
    2008. 38




---



##### 



(3)
    
    Aggregate market or payout value of all performance share unit
    awards not yet earned was computed by multiplying $37.51, the
    closing market price of our common stock on the NYSE on
    December 31, 2008, by the number of shares issuable upon
    conversion of performance share unit awards at 100% of target.(4)
    
    For Mr. Poussot, represents a special award of 120,000 RSUs
    granted on January 2, 2008 upon his promotion to Chief
    Executive Officer, which vest and convert into shares of our
    common stock in one-third increments on the third, fourth and
    fifth anniversaries of the date of grant. For Mr. Norden,
    includes RSUs granted prior to his promotion to Senior Vice
    President and Chief Financial Officer as follows:
    5,000 units on April 27, 2006 and 4,500 units on
    April 26, 2007. These awards vest and convert into shares
    of common stock on the third anniversary of the date of grant.
    For Mr. Norden, also includes a special award of
    19,250 units granted on April 24, 2008, which vest and
    convert into shares of our common stock in one-third increments
    on the first, second and third anniversaries of the date of
    grant. All RSUs would vest earlier in the event of a change in
    control, such as our contemplated merger with Pfizer. Unless
    otherwise determined by the Compensation Committee, RSUs would
    be forfeited upon termination of employment prior to vesting
    (conversion) for any reason other than death, disability or
    retirement (in which case the units would immediately vest).
    However, Mr. Poussots units do not vest upon
    retirement and accordingly would be subject to forfeiture to the
    extent not vested on his retirement date. Recipients of RSUs are
    not entitled to vote or receive dividends with respect to those
    units unless and until the units vest and convert to shares of
    common stock. The market value of these RSUs was computed based
    on a per unit value of $37.51, the closing market price of our
    common stock on the NYSE on December 31, 2008.  Option
    Exercises and Stock Vested in 2008
    Option Awards


Stock AwardsNumber





Numberof Shares Acquired


Value Realized on


of Shares Acquired


Value Realizedon Exercise


Exercise


on Vesting(1)(2)


on Vesting(2)(3)Name

(#)


($)


(#)


($)Bernard Poussot










108,800


$
4,476,032Gregory Norden










31,890


$
1,329,730Joseph M. Mahady










51,680


$
2,126,115Lawrence V. Stein










37,400


$
1,538,636Mikael Dolsten, M.D., Ph.D.














Robert Essner










231,200


$
9,511,568Robert R. Ruffolo, Jr., Ph.D.










55,760


$
2,293,966     (1)
    
    Represents, or in the case of Mr. Norden includes, shares
    received upon conversion of performance share unit awards based
    on performance completed in 2008. As described under
     Compensation Discussion and Analysis, in
    early 2009, the Compensation Committee determined that Wyeth
    achieved EPS, as adjusted, of $3.68 per share (exclusive of
    equity-based compensation and charges related to our
    productivity initiatives) and a total stockholder return ranking
    against our peers in the middle tier, such that these units were
    converted at 136% of the applicable target awards granted in
    2006. For Mr. Norden, this
    column also includes 4,690 RSUs awarded in April 2005, prior to
    his promotion to Senior Vice President and Chief Financial
    Officer that converted to shares of common stock on the
    April 21, 2008 vesting date. 39




---



##### 



(2)
    
    Does not include shares received at 116.8% of the applicable
    target award upon conversion of performance share unit awards
    granted in 2005 based upon the 2007 performance year, which the
    Compensation Committee approved on February 28, 2008, based
    on its determination that Wyeth exceeded the EPS target set by
    the Compensation Committee for the 2007 performance year. These
    shares are not included because they were earned based on
    performance completed prior to January 1, 2008 and were
    reported in the applicable tables in the proxy statement for our
    2008 Annual Meeting of Stockholders.(3)
    
    Value realized upon vesting of these awards is based on the
    closing price of our common stock on the trading day immediately
    preceding the date of conversion. For the conversion of the 2006
    performance share unit awards that was approved by the
    Compensation Committee on February 26, 2009 and converted
    into common stock upon filing of Wyeths Annual Report on
    Form 10-K
    for the year ended December 31, 2008, which was filed with
    the SEC on February 27, 2009, the closing price of
    Wyeths common stock on February 26, 2009 (the
    immediately preceding trading day) was $41.14. For conversion of
    the RSUs that were awarded to Mr. Norden in April 2005 and
    vested on April 21, 2008, the closing price of our common
    stock on the trading day immediately preceding the date of
    conversion was $44.93.  Pension
    Benefits
  Our
    Plans
    Wyeth
    Retirement Plan  U.S.
    
    Two percent multiplied by final average annual pension
    earnings multiplied by the number of years of credited
    service (up to 30 years), minus
    A Social Security offset that is equal to 1/60th of the
    annual Primary Social Security Benefit multiplied by the number
    of years of credited service (up to 30 years).  10-year
       40




---



##### 



Supplemental
    Executive Retirement Plan
      Executive
    Retirement Plan
  10-year
    
    Two percent multiplied by final average annual pension
    earnings multiplied by the number of years of credited
    service with three additional years of service added (maximum
    total credited service cannot exceed 30 years), minus
    A Social Security offset equal to 1/60th of the annual
    Primary Social Security Benefit multiplied by the number of
    years of credited service with three additional years added
    (maximum total credited service cannot exceed 30 years),
    minus
    Any benefits paid under the Wyeth Retirement Plan 
    U.S., the Supplemental Executive Retirement Plan and any Wyeth
    foreign pension plan.    10-year
    
    the executive has an annual base salary of $430,000 or greater
    (in 2008) and $440,000 or greater (beginning in 2009),
    which threshold may be adjusted upward annually;
    the executive is a member of the Wyeth Management Committee (the
    Wyeth board of directors approves Wyeth Management Committee
    members); or 41




---



##### 




    the executive is selected by the Chief Executive Officer for
    inclusion in the Executive Retirement Plan and approved by the
    Wyeth board of directors.      Valuation
    Method and Material Assumptions for All Plans
  2001-62
    Number of


PresentYears of


Value of


PaymentsCredited


Accumulated


During LastService(1)


Benefits


Fiscal YearName

Plan Name



(#)


($)


($)Bernard Poussot

Wyeth Retirement Plan  U.S.


17.9


$
700,893



Supplemental Executive Retirement Plan


17.9



7,864,375



Executive Retirement Plan


25.3



7,823,305



Total





$
16,388,573



Gregory Norden

Wyeth Retirement Plan  U.S.


19.5


$
539,973



Supplemental Executive Retirement Plan


19.5



2,087,186



Executive Retirement Plan


22.5



1,378,286



Total





$
4,005,445



Joseph M. Mahady

Wyeth Retirement Plan  U.S.


29.6


$
1,072,845



Supplemental Executive Retirement Plan


29.6



7,608,874



Executive Retirement Plan


30.0



2,616,324



Total





$
11,298,043



Lawrence V. Stein

Wyeth Retirement Plan  U.S.


16.1


$
707,282



Supplemental Executive Retirement Plan


16.1



4,286,784



Executive Retirement Plan


19.1



2,734,540



Total





$
7,728,606



 42




---



##### 



Number of

PresentYears of

Value of


PaymentsCredited


Accumulated


During LastService(1)

Benefits


Fiscal YearName

Plan Name

(#)

($)


($)Mikael Dolsten, M.D., Ph.D.

Wyeth Retirement Plan  U.S.


0.5







Supplemental Executive Retirement Plan


0.5







Executive Retirement Plan










Total










Robert Essner

Wyeth Retirement Plan  U.S.


18.7






$
929,298Supplemental Executive Retirement Plan


18.7







*Executive Retirement Plan


21.7







*Total










*Robert R. Ruffolo, Jr., Ph.D.

Wyeth Retirement Plan  U.S.


7.7






$
253,035Supplemental Executive Retirement Plan


7.7


$
1,736,939



Executive Retirement Plan


10.7



2,956,882



Total





$
4,693,821


$
253,035
*     *
    
    In accordance with the terms of the Supplemental Executive
    Retirement Plan and the Executive Retirement Plan,
    Mr. Essner elected to notionally roll over his entire
    accrued benefits (minus applicable employment taxes) under the
    Supplemental Executive Retirement Plan ($20,541,437) and the
    Executive Retirement Plan ($8,907,502) into the Deferred
    Compensation Plan. As a result of such notional rollover,
    Mr. Essner did not receive any payments from the
    Supplemental Executive Retirement Plan or the Executive
    Retirement Plan in 2008. In addition, Wyeths obligations
    to Mr. Essner under the Supplemental Executive Retirement
    Plan and the Executive Retirement Plan were extinguished. Based
    on the notional rollover election and in accordance with tax
    rules (including 409A), Mr. Essner became eligible to receive
    the amounts notionally rolled over (plus accrued interest) into
    the Deferred Compensation Plan as follows: as of the first
    quarter of 2009, $15,070,659 and as of July 1, 2009,
    $14,378,280 (minus applicable employment taxes). The amount
    Mr. Essner became eligible to receive in the first quarter of
    2009 includes an increase in his accrued benefits under the
    Supplemental Executive Retirement Plan and the Executive
    Retirement Plan after December 31, 2008, as a result of the
    annual cash incentive award (i.e., cash bonus) he earned for
    2008. See  Non-Qualified Deferred
    Compensation.Dr. Ruffolo, who retired effective August 1, 2008,
    elected to receive his Supplemental Executive Retirement Plan
    and Executive Retirement Plan accrued benefits in the form of a
    lump sum and did not elect to notionally roll over these
    benefits into any other Wyeth plan. Based on this election and
    in accordance with tax rules (including 409A), he became
    eligible to receive these benefits as of the first quarter of
    2009 in the amounts of $1,850,802 and $3,058,748 (minus
    applicable employment taxes) from the Supplemental Executive
    Retirement Plan and the Executive Retirement Plan, respectively,
    plus accrued interest.Each of Mr. Essner and Dr. Ruffolo received a lump-sum
    payment under the Wyeth Retirement Plan  U.S. in
    the amounts shown in the column entitled Payments During
    Last Fiscal Year above in connection with his retirement.(1)
    
    The number of years of credited service in the Executive
    Retirement Plan for Mr. Poussot includes the time that
    Mr. Poussot worked for an international affiliate of Wyeth.
    As discussed in detail in the narrative preceding this table,
    the Executive Retirement Plan grants each participant three
    additional years of service to a maximum of 30 years.The present value of the accumulated benefits related to the
    three additional years of service credited (maximum total
    credited service cannot exceed 30 years) under the
    Executive Retirement Plan for Mr. Norden, Mr. Mahady,
    Mr. Stein and Dr. Ruffolo is $534,059, $156,930,
    $1,214,980 and $1,387,543, respectively. For Mr. Essner,
    the present value of the accumulated benefits related to the
    three additional years of service credited under the Executive
    Retirement Plan was $3,838,499. For Mr. Poussot, the
    present value of accumulated benefits related to the additional
    years of service credited under the Executive Retirement
    Plan is $4,797,998, of which $1,940,755 is related to the three
    additional years of service and $2,857,243 is related to his
    4.4 years of service with an international affiliate of
    Wyeth. 43




---



##### 



EstimatedName

Lump Sum as of January 1, 2009Mr. Poussot

$
22,208,574Mr. Mahady

$
14,869,316Mr. Stein

$
8,279,968       Non-Qualified
    Deferred Compensation
  Our
    Plans
    Supplemental
    Employee Savings Plan
       44




---



##### 



Deferred
    Compensation Plan
      wExecutive


Registrant


Aggregate





AggregateContributions in


Contributions in


Earnings in


Aggregate


Balance atLast Fiscal


Last Fiscal


Last Fiscal


Withdrawals/


Last FiscalYear(1)


Year(2)


Year(3)


Distributions


Year-End(4)Name

Plan Name

($)


($)


($)


($)


($)Bernard Poussot

Deferred Compensation Plan


















Supplemental Employee Savings Plan

$
75,826


$
37,913


$
37,554






$
867,982Total

$
75,826


$
37,913


$
37,554






$
867,982Gregory Norden

Deferred Compensation Plan


















Supplemental Employee Savings Plan

$
34,150


$
17,075


$
8,981






$
224,845Total

$
34,150


$
17,075


$
8,981






$
224,845Joseph M. Mahady

Deferred Compensation Plan









$
8,946






$
1,104,658Supplemental Employee Savings Plan

$
43,700


$
21,850



(153,084
)






360,214Total

$
43,700


$
21,850


$
(144,138
)





$
1,464,872Lawrence V. Stein

Deferred Compensation Plan


















Supplemental Employee Savings Plan

$
31,299


$
15,650


$
(106,438
)





$
260,675Total

$
31,299


$
15,650


$
(106,438
)





$
260,675Mikael
    Dolsten, M.D., Ph.D.

Deferred Compensation Plan


















Supplemental Employee Savings Plan


















Total


















Robert Essner

Deferred Compensation Plan

$
27,799,775
(5)





$
922,393


$
4,773,847


$
28,535,716
(6)Supplemental Employee Savings Plan


42,376


$
21,188



69,675







1,504,301Total

$
27,842,151


$
21,188


$
992,068


$
4,773,847


$
30,040,017Robert R. Ruffolo, Jr., Ph.D

Deferred Compensation Plan


















Supplemental Employee Savings Plan

$
15,658


$
7,829


$
14,755






$
324,304Total

$
15,658


$
7,829


$
14,755






$
324,304  45




---



##### 



(1)
    
    Represents the aggregate amount of each named executive
    officers deferral contributions in 2008 as well as the
    notional rollover of Mr. Essners accrued benefit
    under certain of our pension plans. See notes 5 and 6
    below. All of the Supplemental Employee Savings Plan
    contributions for 2008 are included as part of salary in the
     Summary Compensation Table. Other than
    Mr. Essners notional rollover, none of our named
    executive officers elected to defer compensation into the
    Deferred Compensation Plan in 2008. See
     Pension Benefits.(2)
    
    Represents the aggregate amount of Wyeths contributions in
    2008 to the Supplemental Employee Savings Plan on behalf of each
    named executive officer. These amounts are included as part of
    total compensation in the  Summary Compensation
    Table for 2008 under the column entitled All Other
    Compensation.(3)
    
    Represents the dollar amount of aggregate interest or other
    earnings/losses credited in 2008.(4)
    
    Represents account balances at December 31, 2008.
    Supplemental Employee Savings Plan balances as of
    December 31, 2008 were invested as follows: for
    Mr. Poussot (invested in Interest Income); for
    Mr. Norden (invested in Interest Income); for
    Mr. Mahady (invested in Spartan U.S. Equity Index and Wyeth
    Common Stock Fund); for Mr. Stein (invested in Interest
    Income, Fidelity International Discovery, Fidelity Magellan,
    Morgan Stanley Institutional
    Fund Trust Value  Advisor Class, Spartan
    U.S. Equity Index and Wyeth Common Stock Fund); for
    Mr. Essner (invested in Interest Income) and for
    Dr. Ruffolo (invested in Interest Income). Deferred
    Compensation Plan balances as of December 31, 2008 were
    invested as follows: for Mr. Mahady (invested in the
    Balanced Portfolio, the International Portfolio, the Small Cap
    Value Portfolio and the Market Interest Option) and for
    Mr. Essner (invested in the Market Interest Option). Of
    these account balances, the following amounts were reported to
    the named executive officer in the  Summary
    Compensation Table for 2006, 2007 and 2008 as salary and
    all other compensation: for Mr. Poussot, $255,258, for
    Mr. Norden, $83,448, for Mr. Mahady, $158,955, for
    Mr. Essner, $328,659 and for Dr. Ruffolo, $116,916. In
    addition, of these account balances, $46,949 was reported to
    Mr. Stein in the  Summary Compensation
    Table for 2008 as salary and other compensation. See
    notes 1 and 2 above for additional information regarding
    amounts reported as compensation in the
     Summary Compensation Table in 2008.(5)
    
    Represents Mr. Essners notional rollover of his
    accrued benefit under the Supplemental Executive Retirement Plan
    and the Executive Retirement Plan in the aggregate amount of
    $28,398,149 (minus applicable employment taxes) to the Deferred
    Compensation Plan in 2008 in connection with his retirement. An
    additional aggregate amount of $1,050,790 (minus any applicable
    employment taxes) under the Supplemental Executive Retirement
    Plan and the Executive Retirement Plan was
    notionally rolled over in the first quarter of 2009. This
    additional aggregate amount reflects the increase in
    Mr. Essners accrued benefits under these plans as a
    result of the annual cash incentive award (i.e., cash bonus) he
    earned for 2008.(6)
    
    Amounts include the $28,398,149 (exclusive of employment taxes)
    notionally rolled over from the Supplemental Executive
    Retirement Plan and the Executive Retirement Plan to the
    Deferred Compensation Plan, of which $14,019,869 (minus
    applicable employment taxes) was distributed in January 2009.   46




---



##### 



Potential
    Payments upon Termination or Change in Control
      Generally
    Applicable Company Policies and Plans
  Severance.
  Pension Benefits.
  Health and Welfare Benefits.
 47




---



##### 



Vesting
    of Equity
  Retirement.
    Change in Control.
 48




---



##### 



Death.
  Computation of Values.
  Other
    Change
    in Control Severance Agreements
     49




---



##### 



Premarin
      and/or
 50




---



##### 



General
    Description of Our Change in Control Severance
    Agreements
    
    the acquisition of 20% or more of our voting securities by any
    person or persons acting in concert;
    the consummation of any merger or business combination involving
    us, the sale or lease of our assets or any combination of the
    foregoing unless in any case our stockholders retain at least
    65% of the resulting entity; or
    the replacement of a majority of our directors (or their
    designees) during a two-year period.            
    On the date of termination, the executive would be given three
    additional years of credit for age and service for purposes of
    calculating the pension benefit to which he or she is entitled
    under our Wyeth
    Retirement Plan  U.S., Supplemental Executive
    Retirement Plan and, if applicable, Executive Retirement Plan
    and assuming, in calculating the benefit, that the executive
    earned annually during the three additional years of service,
    the same compensation (base salary and bonus) the executive
    earned in the 12 months preceding the termination date or,
    if greater, in the 12 months preceding the change in
    control. Further, this benefit would be determined without any
    reduction for the receipt of benefits prior to the normal
    retirement age of 65 or age 60, as applicable, provided
    that this eligibility for an unreduced pension payable at
    age 55 is achieved only if, at the executives
    termination, the sum of the executives age and years of
    service equals or exceeds 60, after adding three years to both
    service and age. All of our named executive officers other than
    Dr. Dolsten would be eligible for the unreduced pension, in
    all cases commencing not earlier than age 55. 51




---



##### 




    If, at the time of termination, either (1) the executive is
    age 50 or older on the termination date, or (2) the
    sum of the executives age and years of service equals or
    exceeds 60, after adding three years to both service and age,
    the executive would be entitled to retiree medical coverage.
    Retiree medical coverage begins after the completion of the
    executives three years of benefit continuation described
    below. All of our named executive officers are over age 50.
    For three years from the date of termination, the executive
    would be given continued coverage under our health and welfare
    benefit plans (but excluding our disability plans) in which the
    executive was participating immediately prior to the
    termination. However, if welfare benefits are provided by a
    subsequent employer, our obligation to provide those benefits
    would terminate.
    The executive would be entitled to a one-time cash payment equal
    to $60,000, in lieu of the continuation of any fringe benefits.
    The executive would be provided with outplacement or executive
    recruiting services at a cost to us of no more than 10% of the
    executives base salary (but in no event exceeding $25,000)
    and payment by us of all legal fees and expenses reasonably
    incurred by the executive, if any, in enforcing the agreement.
    Because legal fees are purely speculative, these fees have not
    been displayed in the Estimated Values of Post-Termination
    Payments and Other Benefits under the 2006 Change in Control
    Severance Agreements table following this discussion.    
    the cashout value (as defined in the agreements) of all the
    shares covered by the RSUs forfeited (with units converted to
    shares based on the target awards); and
    the excess of (a) the cashout value of all the shares
    subject to stock options that were forfeited over (b) the
    aggregate exercise price of the shares subject to the forfeited
    stock options.    gross-up W-2 gross-up
 52




---



##### 



Estimated
    Values of Post-Termination Payments and Other Benefits under the
    2006 Change in Control Severance Agreements
      gross-up
    Estimated
    Values of Post-Termination Payments and Other Benefits under
    2006 Change in Control Severance Agreements Assuming a Change in
    Control and Qualifying Termination as of December 31, 2008
    (estimated values relating to our contemplated merger with
    Pfizer will be set forth separately in the proxy statement to be
mailed to our stockholders relating to the approval of the transaction):
  TerminationYear Cash





IncrementalIncentive


Incremental


Health andCash


Award (i.e.,


Pension


WelfareName

Severance


Bonus)


Benefits


Benefits


Perquisites


TotalBernard Poussot

$
9,310,000


$
1,653,333


$
12,932,574


$
7,872


$
85,000


$
23,988,779Gregory Norden

$
3,925,100


$
538,367


$
8,044,659


$
225,322


$
85,000


$
12,818,448Joseph M. Mahady

$
5,690,300


$
971,767


$
5,601,159


$
6,390


$
85,000


$
12,354,616Lawrence V. Stein

$
4,850,160


$
892,500


$
2,312,578


$
4,284


$
85,000


$
8,144,522Mikael Dolsten, M.D., Ph.D.

$
4,500,000


$
750,000


$
496,838


$
225,193


$
85,000


$
6,057,031  53




---



##### 



Cash Severance.
  Termination Year Cash Incentive Award (i.e.,
    Bonus).
  Incremental Pension Benefits.
    Incremental Health and Welfare Benefits.
  Perquisites.
  Gross-Up
    for Excise Taxes. gross-up
  gross-up
 54




---



##### 



gross-up.
  Other
    Post-Employment Arrangements for Named Executive
    Officers
  Employment
    Agreement  Mr. Essner
      Plan-Based
 55




---



##### 



Consulting
    Agreement  Dr. Ruffolo
  and/or
   56




---



##### 



Offer
    Letter  Dr. Dolsten
  24-month W-2
 57




---



##### 



DIRECTOR
    COMPENSATION
      Compensation
    Framework for Non-Employee Directors
    
    a determination every two years by the Nominating and Governance
    Committee of a total fixed annual dollar amount of compensation
    to be provided to each non-employee director (set at $220,000
    for 2008 and 2009);
    the delivery of that total fixed annual compensation 40% in cash
    and 60% in equity, with an annual cash retainer fee representing
    the cash portion and deferred stock units (DSUs) representing the equity
    portion; and
    a separate annual cash committee chairman fee of $15,000, but no
    other meeting or committee service fees.     58




---



##### 



Directors
    Deferral Plan
    Other
    Benefits
    2008 Directors
    Compensation Table
  Wyeth Corporate
    Governance Guidelines
  Fees Earned or Paid



Stock


Option


All Otherin Cash(1)



Awards(2)


Awards(2)


Compensation(3)



TotalName

($)



($)


($)


($)



($)Robert M. Amen

$
88,000



$
63,124






$
7,500



$
158,624Michael J. Critelli

$
60,440



$
45,397











$
105,837John D. Feerick

$
81,000



$
152,822


$
13,395


$
18,500



$
265,717Frances D. Fergusson, Ph.D.

$
103,000



$
159,413


$
13,395


$
10,159



$
285,967Victor F. Ganzi

$
103,000



$
142,528


$
13,395


$
2,102



$
261,025Robert Langer, Sc.D.

$
88,000



$
195,451


$
13,395


$
21,418



$
318,264John P. Mascotte

$
103,000



$
112,085


$
13,395


$
26,448



$
254,928Raymond J. McGuire

$
88,000



$
126,310


$
22,159







$
236,469Mary Lake Polan, M.D., Ph.D., M.P.H.

$
103,000



$
112,085


$
13,395


$
12,638



$
241,118Gary L. Rogers

$
88,000



$
145,699


$
13,395







$
247,094Ivan G. Seidenberg

$
22,000



$
(46,410
)

$
(29,130
)

$
12,500



$
(41,040
)John R. Torell III

$
103,000



$
112,085


$
13,395


$
5,761



$
234,241     (1)
    
    Reflects the aggregate dollar amount of annual retainer and
    committee chairman fees earned and payable in cash. Non-employee
    directors are permitted to defer director fees and, for 2008,
    under the Directors Deferral Plan, directors deferred the
    following amounts: $88,000 for Mr. Amen, $103,000 for
    Mr. Ganzi and $22,000 for Mr. Seidenberg. 59




---



##### 



(2)
    
    The column entitled Stock Awards represents the
    compensation cost recognized for financial statement reporting
    purposes in 2008 in accordance with SFAS No. 123R, disregarding the
    estimate of forfeitures related to service-based vesting
    conditions, for restricted stock granted in 2008 and prior years
    under the 1994 Restricted Stock Plan for Non-Employee Directors
    and DSUs granted in 2007 and 2008 under both our prior and new
    non-employee director compensation frameworks. The column
    entitled Option Awards represents the compensation
    cost recognized for financial statement reporting purposes in
    2008 in accordance with SFAS No. 123R, disregarding
    the estimate of forfeitures related to service-based vesting
    conditions, for stock options granted in 2007 under our prior
    non-employee director compensation framework. DSUs were granted
    under our 2006 Non-Employee Director Stock Incentive Plan and
    our 2008 Non-Employee Director Stock Incentive Plan, and stock
    options were granted under our 2006 Non-Employee Director Stock
    Incentive Plan. Amounts shown for Mr. Seidenberg reflect
    the reversal of compensation cost in accordance with
    SFAS No. 123R, resulting from his forfeiture of
    unvested DSUs and unvested stock option awards upon his
    resignation from the Wyeth board of directors. The expense for
    restricted stock and DSUs is based upon the share price of our
    common stock on the grant date of the award and is recognized
    pro rata over the vesting period. Stock option expense is
    determined based upon the Black-Scholes option pricing model
    based on the following assumptions and is recognized pro rata
    over the vesting period:  2007 GrantExpected Life of Options


5.5 Years
*Expected Volatility


19.91%
*Expected Dividend Yield


2.11%Risk-Free Rate


4.58%
*     *
    Due to the mandatory retirement age of 72 set forth in the
    Wyeth Corporate Governance Guidelines, for Professor
    Feerick, assumptions for the 2007 grant were an expected life of
    the options of 4.0 years, expected volatility of 19.24% and
    a risk free rate of 4.55%.    1994 Restricted Stock Plan


2008 Non-Employeefor Non-Employee Directors


Director Stock Incentive Plan


Total Grant DateGrant


Number of


Grant Date


Grant


Number of


Grant Date


Fair Value of StockName

Date


Shares


Fair Value*


Date


Units


Fair Value*


Awards*Mr. Amen














4/24/2008



2,963


$
132,031


$
132,031Mr. Critelli














4/24/2008



2,963


$
132,031


$
132,031Prof. Feerick














4/24/2008



2,963


$
132,031


$
132,031Dr. Fergusson


01/02/2008



800


$
35,112



4/24/2008



2,963


$
132,031


$
167,143Mr. Ganzi


12/01/2008



800


$
25,720



4/24/2008



2,963


$
132,031


$
157,751Dr. Langer


01/02/2008



800


$
35,112



4/24/2008



2,963


$
132,031


$
167,143Mr. Mascotte














4/24/2008



2,963


$
132,031


$
132,031Mr. McGuire














4/24/2008



2,963


$
132,031


$
132,031Dr. Polan














4/24/2008



2,963


$
132,031


$
132,031Mr. Rogers


10/01/2008



800


$
30,456



4/24/2008



2,963


$
132,031


$
162,487Mr. Seidenberg


























Mr. Torell














4/24/2008



2,963


$
132,031


$
132,031     *
    
    Grant date fair value for restricted stock and DSUs was computed
    by multiplying the number of shares by the market value of our
    common stock on the grant date. The grant date fair values were
    developed solely for the purpose of comparative disclosure in
    accordance with SEC rules using the same valuation model and
    assumptions, disregarding the estimate of forfeitures relating
    to service-based vesting conditions, as applied for purposes of
    our consolidated financial statements for the year ended
    December 31, 2008 and are not intended to predict future
    prices of our common stock or our future dividend distributions.
    The ultimate values of these equity
    awards will depend on the
    future market price of our common stock and  cannot be forecasted with reasonable accuracy. The actual value,
    if any, a holder will realize upon sale of restricted stock and
    the stock received upon conversion of DSUs will depend on the
    market value of our common stock on the date of sale. 60




---



##### 



Number ofSecurities UnderlyingUnexercised Options

Option Exercise(#)

Price

OptionName

Exercisable*

($)

Expiration DateMr. Amen










Mr. Critelli










Prof. Feerick


3,000


$
65.1875



4/22/20093,000


$
56.5938



4/27/20104,000


$
56.5250



4/26/20114,000


$
60.7050



4/25/20124,000


$
41.0500



4/24/20134,000


$
40.2200



4/22/20144,000


$
43.5700



4/21/20153,500


$
48.2200



7/31/20113,500


$
56.0000



7/31/2011Total:


33,000Dr. Fergusson


4,000


$
43.5700



4/21/20153,500


$
48.2200



4/27/20163,500


$
56.0000



4/26/2017Total:


11,000Mr. Ganzi


3,500


$
48.2200



4/27/20163,500


$
56.0000



4/26/2017Total:


7,000Dr. Langer


4,000


$
40.2200



4/22/20144,000


$
43.5700



4/21/20153,500


$
48.2200



4/27/20163,500


$
56.0000



4/26/2017Total:


15,000Mr. Mascotte


3,000


$
65.1875



4/22/20093,000


$
56.5938



4/27/20104,000


$
56.5250



4/26/20114,000


$
60.7050



4/25/20124,000


$
41.0500



4/24/20134,000


$
40.2200



4/22/20144,000


$
43.5700



4/21/20153,500


$
48.2200



4/27/20163,500


$
56.0000



4/26/2017Total:


33,000Mr. McGuire


3,500


$
56.0000



4/26/2017 61




---



##### 



Number ofSecurities UnderlyingUnexercised Options

Option Exercise(#)

Price

OptionName

Exercisable*

($)

Expiration DateDr. Polan


3,000


$
65.1875



4/22/20093,000


$
56.5938



4/27/20104,000


$
56.5250



4/26/20114,000


$
60.7050



4/25/20124,000


$
41.0500



4/24/20134,000


$
40.2200



4/22/20144,000


$
43.5700



4/21/20153,500


$
48.2200



4/27/20163,500


$
56.0000



4/26/2017Total:


33,000Mr. Rogers


3,500


$
48.2200



4/27/20163,500


$
56.0000



4/26/2017Total:


7,000Mr. Seidenberg


3,000


$
65.1875



4/22/20093,000


$
56.5938



4/27/20104,000


$
56.5250



4/26/20114,000


$
60.7050



4/25/20124,000


$
41.0500



4/24/20134,000


$
40.2200



4/22/20144,000


$
43.5700



4/21/20153,500


$
48.2200



2/28/2011Total:


29,500Mr. Torell


3,000


$
65.1875



4/22/20093,000


$
56.5938



4/27/20104,000


$
56.5250



4/26/20114,000


$
60.7050



4/25/20124,000


$
41.0500



4/24/20134,000


$
40.2200



4/22/20144,000


$
43.5700



4/21/20153,500


$
48.2200



4/27/20163,500


$
56.0000



4/26/2017Total:


33,000       In addition, at December 31, 2008, each current
    non-employee director had 2,963 DSUs granted in 2008 that had
    not yet vested; Dr. Fergusson, Mr. Ganzi and
    Mr. Rogers had 3,200 shares of restricted stock that
    had not yet vested; and Dr. Langer had 4,000 shares of
    restricted stock that had not yet vested, but which subsequently
    vested in January 2009. 62




---



##### 



(3)
    
    Represents Wyeths matching contributions under our
    charitable matching gift program, the aggregate incremental cost
    to us of non-business activities in connection with the offsite
    meeting of the Wyeth board
    of directors in 2008 and the reimbursement by us of taxes
    incurred by the director as a result of such attendance as
    follows:  Non-BusinessMatching


Activities atCharitable


Off-Site Board


Reimbursement


Total All OtherName

Contributions


Meeting


of Taxes


CompensationMr. Amen

$
7,500










$
7,500Mr. Critelli














Prof. Feerick

$
18,500
*









$
18,500Dr. Fergusson

$
1,500
*

$
1,289


$
7,370


$
10,159Mr. Ganzi





$
1,117


$
985


$
2,102Dr. Langer

$
10,000


$
985


$
10,433


$
21,418Mr. Mascotte

$
12,500


$
1,170


$
12,778


$
26,448Mr. McGuire














Dr. Polan

$
10,750


$
1,003


$
885


$
12,638Mr. Rogers














Mr. Seidenberg

$
12,500
*









$
12,500Mr. Torell

$
250


$
985


$
4,526


$
5,761     *
    
    Amount for Professor Feerick includes $6,000 in matching
    contributions paid by Wyeth in 2008 for donations made by
    Professor Feerick in late 2007; amount for Dr. Fergusson
    represents matching contributions paid by Wyeth in 2009 for
    donations made by Dr. Fergusson in late 2008; and amount
    for Mr. Seidenberg represents matching contributions paid
    by Wyeth in 2008 for donations made by Mr. Seidenberg in
    late 2007.We invited directors spouses/significant others to attend
    one off-site meeting of the Wyeth board of directors in 2008,
    and we paid the costs of this attendance in order to encourage
    attendance and foster social interaction among the members of
    the Wyeth board of directors, which we view as a legitimate
    business purpose, and accordingly, we have not included the
    costs of travel, lodging and activities that we considered to be
    business-related. Amounts shown reflect the aggregate
    incremental cost to us of non-business activities at the meeting. 63




---



##### 



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
   64




---



##### 






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

SECURITIES
    OWNED BY MANAGEMENT
    
    each of our current directors;
    each of our named executive officers; and
    all of our current directors and executive officers as a group.    65




---



##### 



PotentiallyName of Beneficial Owner

Wyeth Common Stock


Exercisable Options


Percent of ClassDirectors:Robert M. Amen


3,028
(1)






*Michael J. Critelli


4,099
(1)







*Frances D. Fergusson, Ph.D.


9,585
(2)


11,000




*Victor F. Ganzi


18,826
(3)


7,000




*Robert Langer, Sc.D.


9,563
(2)


15,000




*John P. Mascotte


14,468
(4)


33,000




*Raymond J. McGuire


4,329
(5)


3,500




*Mary Lake Polan, M.D., Ph.D., M.P.H.


11,296
(4)


33,000




*Bernard Poussot


402,252
(6)


1,439,434




*Gary L. Rogers


8,763
(3)


7,000




*John R. Torell III


11,168
(7)


33,000




*Other Named Executive Officers:Gregory Norden


38,198



273,503




*Joseph M. Mahady


269,736
(8)


799,600




*Lawrence V. Stein


47,390
(9)


454,750
(9)



*Mikael Dolsten, M.D., Ph.D.











*Robert Essner


738,897
(10)


4,576,800




*Robert R. Ruffolo, Jr., Ph.D.


179,589



555,000




*All current executive officers and directors as a group
    (26 persons)


1,187,620
(11)


5,259,416



*     *
    
    Less than one percent (1%).(1)
    
    Includes or, in the case of Mr. Amen, represents 2,963 DSUs
    awarded under our 2008 Non-Employee Director Stock Incentive
    Plan (plus accrued dividend equivalents) held in the restricted
    stock trust. In the case of Mr. Critelli, also includes
    71 shares held by, or jointly with, his spouse.(2)
    
    Represents 2,400 DSUs awarded under our 2006 Non-Employee
    Director Stock Incentive Plan and 2,963 DSUs awarded under our
    2008 Non-Employee Director Stock Incentive Plan (in each case,
    plus accrued dividend equivalents) held in the restricted stock
    trust and 4,000 shares of restricted stock awarded under
    our 1994 Restricted Stock Plan for Non-Employee Directors
    (1,600 shares of which, plus accrued dividend equivalents,
    are held in the restricted stock trust in the case of
    Dr. Fergusson).(3)
    
    Includes or, in the case of Mr. Rogers, represents 2,400
    DSUs awarded under our 2006 Non-Employee Director Stock
    Incentive Plan and 2,963 DSUs awarded under our 2008
    Non-Employee Director Stock Incentive Plan (in each case, plus
    accrued dividend equivalents) held in the restricted stock trust
    and 3,200 shares of restricted stock awarded under our 1994
    Restricted Stock Plan for Non-Employee Directors
    (2,400 shares of which, plus accrued dividend equivalents,
    are held in the restricted stock trust in the case of
    Mr. Ganzi).(4)
    
    Includes 4,000 shares of restricted stock awarded under our
    1994 Restricted Stock Plan for Non-Employee Directors, 2,400
    DSUs awarded under our 2006 Non-Employee Director Stock
    Incentive Plan and 2,963 DSUs awarded under our 2008
    Non-Employee Director Stock Incentive Plan (in each case, plus
    accrued dividend equivalents) held in the restricted stock trust.(5)
    
    Includes 1,200 DSUs awarded under our 2006 Non-Employee Director
    Stock Incentive Plan and 2,963 DSUs awarded under our 2008
    Non-Employee Director Stock Incentive Plan (in each case, plus
    accrued dividend equivalents) held in the restricted stock trust. 66




---



##### 



(6)
    
    Includes 7,982 shares owned jointly with
    Mr. Poussots spouse and 259,086 shares held in
    the restricted stock trust.(7)
    
    Represents 4,000 shares of restricted stock awarded under
    our 1994 Restricted Stock Plan for Non-Employee Directors, 2,400
    DSUs awarded under our 2006 Non-Employee Director Stock
    Incentive Plan and 2,963 DSUs awarded under our 2008
    Non-Employee Director Stock Incentive Plan (in each case, plus
    accrued dividend equivalents) held in the restricted stock trust
    and 700 shares owned by Mr. Torells spouse.(8)
    
    Includes 199,732 shares held in the restricted stock trust.(9)
    
    Does not include certain securities, including certain
    securities shown as outstanding under Executive
    Compensation  Outstanding Equity Awards at 2008
    Year-End under Item 11. Executive Compensation, that are
    subject to a domestic relations order pursuant to which the
    economic interest in certain shares held in the restricted stock
    trust and the economic interest in certain stock options was
    transferred to Mr. Steins former spouse (i.e., such
    stock options were retained by Mr. Stein due to plan
    restrictions on transfer, but his former spouse will receive the
    economic benefit from, and has discretion with respect to,
    exercises and sales).(10)
    
    Includes 614,859 shares owned jointly with
    Mr. Essners spouse.(11)
    
    Includes 572,631 shares held in the restricted stock trust.  SECURITIES
    OWNED BY CERTAIN BENEFICIAL OWNERS
    EQUITY COMPENSATION PLAN INFORMATION
    Number ofSecuritiesRemainingNumber of
    
    Weighted
    
    Available forSecurities to be
    
    Average
    
    FutureIssued upon
    
    per Share
    
    Issuance underExercise of
    
    Exercise Price
    
    Equity CompensationOutstanding
    
    of Outstanding
    
    Plans ExcludingOptions and Rights
    
    Options and
    
    Securities ReflectedPlan Category
    
    (Column A)(#)
    
    Rights(1)($)
    
    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
  67




---



##### 






|         |  |                                                                         
|-------- |  | ------------------------------------------------------------------------
|        
|ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

TRANSACTIONS
    WITH MANAGEMENT AND OTHERS
  sister-in-law
      Review
    and Approval of Transactions with Management and
    Others
  Wyeth Code of Conduct www.wyeth.com Wyeth Code of Conduct
       68




---



##### 



INDEPENDENCE
    OF DIRECTORS
    Wyeth Corporate Governance Guidelines Wyeth Corporate Governance
    Guidelines www.wyeth.com
  
    the director is, or has been within the last three years, an
    employee of Wyeth, or an immediate family member of the director
    is, or has been within the last three years, an executive
    officer of Wyeth;
    the director, or an immediate family member of the director, has
    received more than $120,000 in any
    12-month
    period in the last three years in direct compensation from
    Wyeth, other than director fees and pension or other forms of
    deferred compensation for prior service;
    the director is a current partner or employee of our internal or
    external auditor, the director has an immediate family member
    who is a current partner of such a firm, the director has an
    immediate family member who is a current employee of such a firm
    and personally works on our audit, or the director or an
    immediate family member of the director was within the last
    three years (but is no longer) a partner or employee of such a
    firm and personally worked on our audit within that time;
    the director or an immediate family member of the director is,
    or in the last three years has been, employed as an executive
    officer of another company where any of Wyeths current
    executives serve on that companys compensation
    committee; or
    the director is employed by another company (other than a
    charitable organization), or an immediate family member of the
    director is employed as an executive officer of a company, that
    has made payments to, or received payments from, Wyeth for
    property or services in an amount which, in any of the last
    three years, exceeds the greater of $1 million and 2% of
    such other companys consolidated gross revenue.  Wyeth Corporate Governance Guidelines
  Wyeth Corporate Governance Guidelines
  
    if a director of Wyeth is an executive officer or an employee,
    or the directors immediate family member is an executive
    officer, of another company that makes payments to, or receives
    payments from, Wyeth for property or services in an amount
    which, in any single fiscal year, does not exceed the greater of
    (i) $1 million and (ii) 2% of such other
    companys consolidated gross revenues;
    if a director of Wyeth is an executive officer or employee of
    another company that is indebted to Wyeth, or to which Wyeth is
    indebted, and the total amount of the indebtedness is less than
    2% of the consolidated assets of the company wherein the
    director serves as an executive officer or employee;
    if a director of Wyeth is an executive officer of another
    company in which Wyeth owns an equity interest and the amount of
    the equity interest held by Wyeth is less than 10% of the total
    shareholders equity of the company at which the director
    serves as an executive officer; or 69




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##### 




    if a director of Wyeth serves as a director, officer or trustee
    of a charitable organization and Wyeths contributions to
    the organization in the most recently completed fiscal year are
    less than the greater of (i) $1 million and
    (ii) 2% of that organizations gross revenue.  Wyeth Corporate Governance Guidelines
  Wyeth Corporate Governance
    Guidelines
    
    With respect to Mr. Ganzi, who previously served as a
    director and the President and Chief Executive Officer of The
    Hearst Corporation, and Dr. Polan, whose spouse serves as
    the current Chief Executive Officer and Vice Chairman of the
    Board and Chairman of the Executive Committee of Hearst, certain
    arms-length, ordinary course commercial transactions
    between Wyeth and Hearst;
    With respect to Mr. Mascotte, a pledge of cash donations
    and product supplies by Wyeth to the Ghana Essential Medicines
    Initiative, a charitable initiative to support the availability
    of pharmaceutical supplies in Ghana supported by The Population
    Council, leading pharmaceutical companies and The Mascotte
    Family Fund of the Aspen Community Foundation; and
    With respect to Mr. McGuire, who serves as Co-Head, Global
    Investment Banking at Citi, certain arms-length, ordinary
    course commercial banking, financial advisory, underwriting and
    other financial services arrangements and transactions between
    Wyeth and Citi.  Wyeth Corporate
    Governance Guidelines
  Wyeth Corporate Governance Guidelines
  Wyeth Corporate Governance Guidelines Wyeth Corporate Governance
    Guidelines www.wyeth.com
 70




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##### 






ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES


Audit
    Fees
    Audit-Related
    Fees
    Tax
    Fees
    All Other
    Fees
       
 PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


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.


71



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##### 



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/A for the year ended December 31, 2005, filed on April 30, 2009.(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.
 72




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##### 



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.
 73




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##### 



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) was filed as Exhibit 10.31 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(10.32)*
    
    Form of Restricted Stock Grant Agreement under the Wyeth 1994 Restricted Stock Plan for Non-Employee Directors
was filed as Exhibit 10.32 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(10.33)*
    
    Form of Restricted Stock Unit Grant Agreement under the Wyeth 1994 Restricted Stock Plan
for Non-Employee Directors was filed as Exhibit 10.33 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(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.
 74




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##### 



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 was filed as Exhibit 10.46 of the Companys Annual Report on Form 10-K for the year ended December 31, 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 was filed as Exhibit 10.54 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.
 75




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##### 



Exhibit No.
    
    Description(10.55)*
    
    Wyeth Supplemental Employee Savings
Plan (effective as of January 1, 2005), as amended and restated
December 15, 2008, was filed as Exhibit 10.55 of the Companys Annual Report on
Form 10-K for the year ended December 31, 2008.(10.56)*
    
    Wyeth Executive Retirement Plan (effective as of January 1, 2005),
as amended and restated December 15, 2008, was filed as
Exhibit 10.56 of the Companys Annual Report on
Form 10-K for the year ended December 31, 2008.(10.57)*
    
    Wyeth Supplemental Executive Retirement Plan (effective as of January 1, 2005),
as amended and restated December 15, 2008, was filed as Exhibit 10.57 of the Companys Annual Report on
Form 10-K for the year ended December 31, 2008.(10.58)*
    
    Wyeth Retirement Plan for Foreign Based Employees (effective January 1, 2005),
as amended and restated December 22, 2008, was filed as
Exhibit 10.58 of the Companys Annual Report on
Form 10-K for the year ended December 31, 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.
 76




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##### 



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 was filed as Exhibit 10.69 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(10.70)*
    
    Form of 2009 Cash Long-Term
Incentive Award Letter was filed as Exhibit 10.70 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(10.71)*
    
    Letter Agreement, dated
December 19, 2008, between the Company and Charles A. Portwood (409A Compliance)
was filed as Exhibit 10.71 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(12)
    
    Computation of Ratio of Earnings to
Fixed Charges
was filed as Exhibit 12 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(13)
    
    2008 Financial Report
was filed as Exhibit 13 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008. 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
was filed as Exhibit 21 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(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, was filed as Exhibit 23 of 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 was filed as Exhibit 32.1 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(32.2)
    
    Certification pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 was filed as Exhibit 32.2 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(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.
 77




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##### 



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, was filed as
Exhibit 99.10 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.(99.11)
    
    Ninth Amendment, dated May 18, 2005, to Final Nationwide Class Action Settlement Agreement,
dated November 18, 1999, as amended, was filed as Exhibit 99.11 of the Companys Annual Report on Form 10-K for the year ended December 31, 2008.
 +
    
    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.**
    
    Filed herewith.
 78




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##### 



SIGNATURES
 
 WYETH
(Registrant)April 30, 2009
    By:

/s/
Gregory NordenGregory NordenSenior Vice President and Chief Financial Officer




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##### 



Exhibit No.
    
    Description(31.1
    )
    
    Certification of disclosure as adopted pursuant to Section 302 of the S Sarbanes-Oxley Act
of 2002.(31.2
    )
    
    Certification of disclosure as adopted pursuant to Section 302 of the S Sarbanes-Oxley Act
of 2002.