**Exhibit 10.50**

**WYETH**

**2005 STOCK INCENTIVE PLAN**

(As approved by stockholders at the 2005 Annual Meeting and as amended by the Board of Directors through November 16, 2006) 

Section 1. Purpose.****The purpose of the 2005 Stock Incentive Plan (the “Plan”) is to provide favorable opportunities for officersand other key employees (“Participants”) of Wyeth (the “Company”) and its subsidiaries to acquire shares of Common Stock of the Company and to benefit from the appreciation thereof. Such opportunities should providean increased incentive for Participants to contribute to the future success and prosperity of the Company, thus enhancing the value of the stock for the benefit of the stockholders, and increase the ability of the Company to attract and retainindividuals of exceptional skill upon whom, in large measure, its sustained progress, growth and profitability depend. 

Pursuant to thePlan, options to purchase the Company’s Common Stock (“Options”) and Restricted Stock (as defined in Section 6) may be granted to Participants by the Company. Options granted under the Plan may be either incentive stockoptions, as defined in Section 422(b) of the Internal Revenue Code of 1986, as amended (the “Code”), herein referred to as “incentive stock options,” or options which do not meet the requirements ofSection 422(b) of the Code, herein referred to as “non-qualified stock options.” 

It is intended, except as otherwiseprovided herein, that incentive stock options may be granted under the Plan and that such incentive stock options shall conform to the requirements of Section 422 and 424 of the Code and to the provisions of this Plan and shall otherwise be asdetermined by the Committee (as hereinafter defined). The terms “subsidiaries” and “subsidiary corporation” shall have the meanings given to them by Section 424 of the Code. All section references to the Code in this Planare intended to include any amendments or substitutions therefor subsequent to the adoption of the Plan. 

Section 2.Administration.****The Plan shall be administered by a Compensation and Benefits Committee (the “Committee”) consisting of two or more members of the Board of Directors of the Company (the “Board”), eachof whom shall meet the requirements for (i) a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) an “outsidedirector” within the meaning of Section 162(m) of the Code and (iii) an “independent director” under the New York Stock Exchange listing rules and any other required independence standards. The Committee shall have fullauthority to grant Options and Restricted Stock, to interpret the Plan and to make such rules and regulations and establish such procedures as it deems appropriate for the administration of the Plan, taking into consideration the recommendations ofmanagement. The decisions of the Committee shall be binding and conclusive for all purposes and upon all persons unless and except to the extent that the Board shall have previously directed that all or specified types of decisions of the Committeeshall be subject to approval by the Board. Notwithstanding the foregoing and anything else in the Plan to the contrary, the Committee, in its sole discretion, may delegate the Committee’s authority and duties under the Plan to the ChiefExecutive Officer of the Company, or to any other committee, in either case to the extent permitted under applicable 

law, under such conditions and limitations as the Board or the Committee may from time to time establish, except that only the Committee may make anydeterminations regarding awards to Participants who are subject to Section 16 of the Exchange Act. 

Section 3. Number ofShares.****The total number of shares which may be sold or awarded under the Plan shall not exceed 45 million shares of the Company’s Common Stock, of which up to 6 million may be granted as Restricted Stock. The total numberof shares for which Options may be granted under the Plan to any Participant during any one fiscal year of the Company shall not exceed 4.5 million. The shares may be authorized and unissued or issued and reacquired shares, as the Board from time totime may determine. Shares with respect to which Options are not exercised prior to termination of the Option, or that are part of a Restricted Stock award that is forfeited before the restrictions lapse, shall again be available for Options andRestricted Stock thereafter granted under the Plan, to the fullest extent permitted by law. 

Section 4. Participation.****TheCommittee may, from time to time, grant Options and Restricted Stock to Participants and shall determine the number of shares subject to each grant. 

Section 5. Terms and Conditions of Options.****The terms and conditions of each Option shall be set forth in an agreement or agreements between the Company and the Participant. Such terms and conditionsshall include the following as well as such other provisions, not inconsistent with the Plan, as may be deemed advisable by the Committee: 

(a) Number of Shares.****The number of shares subject to the Option. 

(b)Option Price.****The option price per share (the “Option Price”), shall not be less than 100% of the Fair Market Value of a share of the Company’s Common Stock on the date the Option is granted. Fair Market Value of theCommon Stock as of any date, shall be deemed to be the closing price of the Common Stock on the Consolidated Transaction Reporting System on such date or if such date is not a trading day, on the most recent trading day prior to such date. Oncegranted, except as provided in Section 7, the Option Price of outstanding Options may not be reduced, whether by repricing exchange or otherwise. 

(c) Date of Grant.****The date of grant of an Option shall be the date when the Committee meets and awards such Option, or such later date as the Committee shall designate. 

(d) Payment.****The Option Price multiplied by the number of shares to be purchased by exercise of an Option shall be paid uponthe exercise thereof. Unless the terms of an Option provide to the contrary, upon exercise, the aggregate Option Price shall be payable (i) in cash equal to such aggregate Option Price, (ii) in shares of the Company’s Common Stockowned by the Participant (which, for so long as necessary to avoid adverse accounting treatment, must have been held by the Participant at least six months) having a Fair Market Value on the day immediately preceding the date of exercise at leastequal to such aggregate Option Price, (iii) a combination of the above methods, or (iv) by any other means approved by the Committee, including under any 

 

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approved cashless exercise mechanism. Payment of the aggregate Option Price shall be made and received by the Company prior to the delivery of the shares asto which the Option was exercised. The right to deliver, in full or partial payment of the Option Price, any consideration other than cash shall be limited to such frequency as the Committee shall determine in its absolute discretion. A Participantshall have none of the rights of a stockholder with respect to an Option until the shares of Common Stock underlying such Option are issued to him or her. In order to be validly exercised, the aggregate Option Price and all necessary exercisedocumentation must be submitted to the Company or its designated agent not later than the close of trading on the date of expiration of the Option or, if such date is not a trading day, the close of trading on the last trading day prior to the dateof expiration of the Option. 

(e) Term of Options.****Each Option granted pursuant to the Plan shall be for theterm specified in the applicable option agreement (the “Option Agreement”). 

(f) Exercise ofOption.****Unless otherwise provided in the applicable Option Agreement, (i) no Option granted under the Plan may be exercisable earlier than the later of (A) one year from the date of grant or (B) the date on which theParticipant completes two years of continuous employment with the Company or one or more of its subsidiaries, and (ii) in the event of a Participant’s death, Retirement (as defined below) or Disability (as defined below), any Options heldby such Participant shall become exercisable on his or her Retirement date, the date his or her employment terminates on account of Disability or the date of his or her death provided he or she has been in the continuous employment of the Company orone or more of its subsidiaries for at least two years at such time. No Option may be exercised after it is terminated as provided in paragraph (g) of this Section, and no Option may be exercised unless the Participant is then employed by theCompany or any of its subsidiaries and shall have been continuously employed by the Company or one or more of such subsidiaries since the date of the grant of his or her Option, except (x) as provided in paragraph (g) of this Section, and(y) in the case of the Participant’s Retirement or Disability (in which case the Participant may exercise the Option to the extent he or she was entitled to exercise it at the time of such termination or such shorter period as may beprovided in the Option Agreement) or death (in which case the Option may be exercised by the Participant’s legal representative or legatee or such other person designated by an appropriate court as the person entitled to exercise such Option tothe extent the Participant was entitled to exercise it at the time of his or her death). As used herein, “Retirement” shall mean termination of the Participant’s full-time employment on or after the earliest retirement ageunder any qualified retirement plan of the Company or its subsidiaries which covers the Participant, or age 55 with 5 continuous years of such employment if there is no such plan, and “Disability” shall mean termination of theParticipant’s full-time employment for reason of disability for purposes of at least one qualified retirement plan or long term disability plan maintained by the Company or its subsidiaries in which the Participant participates. Non-qualifiedstock options and incentive stock options may be exercised regardless of whether other Options granted to the Participant pursuant to the Plan are outstanding or whether other stock options granted to the Participant pursuant to any other plan areoutstanding. 

 

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(g) Termination of Options.****Unless otherwise provided in the applicableOption Agreement, an Option, to the extent not validly exercised, shall terminate at the end of its stated term or, if earlier, upon the occurrence of the first of the following events: 

(i) Three months after termination by the Company or one of its subsidiaries of the Participant’s employment for any reason otherthan in the case of death, Retirement, Disability, or deliberate gross misconduct determined in the sole discretion of the Committee, during which three month period the Option may be exercised by the Participant to the extent the Participant wasentitled to exercise it at the time of such termination; 

(ii) Concurrently with the time of termination by the Company orone of its subsidiaries of the Participant’s employment for deliberate gross misconduct determined in the sole discretion of the Committee (for purposes only of this subparagraph (ii) an Option shall be deemed to be exercised when theParticipant has received the stock certificate (or valid instructions in the case of delivery of uncertificated shares) representing the shares for which the Option was exercised); or 

(iii) Concurrently with the time of a Participant’s voluntary termination of his or her employment with the Company or one of itssubsidiaries for reasons other than Retirement or Disability. 

Notwithstanding the above, no Option shall be exercisableafter termination of employment unless the Participant shall have, for the entire time period during which his or her Options were exercisable, (a) refrained from becoming or serving as an officer, director, partner or employee of anyindividual proprietorship, partnership or corporation, or the owner of a business, or a member of a partnership which conducts a business in competition with the Company or renders a service (including without limitation, advertising agencies andbusiness consultants) to competitors with any portion of the business of the Company, (b) made himself or herself available, if so requested by the Company, at reasonable times and upon a reasonable basis to consult with, supply information to,and otherwise cooperate with, the Company and (c) refrained from engaging in deliberate action which, as determined by the Committee, causes substantial harm to the interests of the Company or, if occurring before termination of employment,would have otherwise constituted deliberate gross misconduct for purposes of Section 5(g)(ii). If these conditions are not fulfilled, the Participant shall forfeit all rights to any unexercised Option as of the date of the breach of thecondition. 

(h) Non-transferability of Options.****Options shall not be transferable by the Participant otherthan by will or the laws of descent and distribution, and Options shall during his or her lifetime be exercisable only by the Participant*;*provided, however, that the Committee may, in its sole discretion, allow for transfer ofOptions (other than incentive stock options, unless such transferability would not adversely affect incentive stock option tax treatment) but only for estate planning purposes. 

 

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(i) Applicable Laws or Regulations.****The Company’s obligation to selland deliver stock under the Option is subject to such compliance as the Company deems necessary or advisable with federal and state laws, rules and regulations. 

(j) Limitations on Incentive Stock Options.****To the extent that the aggregate Fair Market Value of the Company’s CommonStock, determined at the time of grant, with respect to which incentive stock options granted under this or any other Plan of the Company are exercisable for the first time by a Participant during any calendar year exceeds $100,000, or such otheramount as may be permitted under the Code, such excess shall be considered non-qualified stock options. 

Notwithstanding anything in thePlan to the contrary, any incentive stock option granted to any Participant who, at the time of grant, is the owner, directly or indirectly, of stock possessing more than ten percent (10%) of the total combined voting power of all classes ofstock of the Company or any subsidiary thereof, shall (i) have a term not exceeding five years from the date of grant and (ii) shall have an Option Price of not less than 110% of the Fair Market Value of the Company’s Common Stock onthe date the incentive stock option is granted. 

Section 6. Restricted Stock Awards.****The Committee may, in its solediscretion, from time to time, make awards of shares of the Company’s Common Stock or awards of units representing shares of the Company’s Common Stock, to Participants in such quantity, and on such terms, conditions and restrictions(whether based on performance standards, periods of service or otherwise) as the Committee shall establish (“Restricted Stock”). The terms, conditions and restrictions of any Restricted Stock award made under this Plan shall be setforth in an agreement or agreements between the Company and the Participant. 

(a) Issuance of Restricted Stock.****The Committee shall determine the manner in which Restricted Stock shall be held during the period it is subject to restrictions. 

(b) Stockholder Rights.****Beginning on the date of grant of the Restricted Stock award and subject to the execution of the applicable award agreement by a Participant and subject to the terms, conditionsand restrictions of the applicable award agreement, the Committee shall determine to what extent the Participant has the rights of a stockholder of the Company including, but not limited to, whether the Participant has the right to vote the sharesor to receive dividends or dividend equivalents. 

(c) Restriction on Transferability.****No Restricted Stockaward may be assigned or transferred, pledged or sold prior to their delivery to a Participant or, in the case of a Participant’s death, to the Participant’s legal representative or legatee or such other person designated by an appropriatecourt; provided, however, that the Committee may, in its sole discretion, allow for transfer of a Restricted Stock award but only for estate planning purposes. 

(d) Delivery of Shares.****Upon the satisfaction of the terms, conditions and restrictions contained in the Restricted Stockaward agreements or as otherwise determined by the Committee, the Company shall deliver, as soon as practicable, to the 

 

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Participant (or permitted transferee), or in the case of his or her death to his or her legal representative or legatee or such other person designated by anappropriate court, a stock certificate (or proper crediting in uncertificated shares) for the appropriate number of shares of the Company’s Common Stock, free of all such restrictions, except for any restrictions that may be imposed by law.

(e) Forfeiture of Restricted Stock.****Subject to Section 6(f), all of the shares or units with respect toa Restricted Stock award shall be forfeited and all rights of the Participant with respect to such shares or units shall terminate unless the Participant continues to be employed by the Company or its subsidiaries until the expiration of theforfeiture period and the satisfaction of any other conditions set forth in the applicable award agreement. 

(f) Waiverof Forfeiture Period.****Notwithstanding any other provisions of the Plan, the Committee may, in its sole discretion, waive the forfeiture period and any other conditions set forth in any award agreement under certain circumstances(including the death, Disability or Retirement of the Participant or a material change in circumstances arising after the date of an award) and subject to such terms and conditions (including forfeiture of a proportionate number of the restrictedshares) as the Committee shall deem appropriate. 

Section 7. Adjustment in Event of Change in Stock.****Subject toSection 8, in the event of a stock split, stock dividend, cash dividend (other than a regular cash dividend), combination of shares, merger, or other relevant change in the Company’s capitalization, the Committee shall, subject to theapproval of the Board of Directors, appropriately adjust the number and kind of shares available for issuance under the Plan (including the number of shares that may be granted as Restricted Stock), the maximum number of shares for which Options maybe granted to any Participant during any one fiscal year of the Company, the number, kind and Option Price of shares subject to outstanding Options and the number and kind of shares subject to outstanding Restricted Stock awards; provided,however, that to the extent permitted in the case of incentive stock options by Sections 422 and 424 of the Code, in the event that the outstanding shares of Common Stock of the Company are increased or decreased or changed into or exchangedfor a different number or kind of shares or other securities of the Company or of another corporation, through reorganization, merger, consolidation, liquidation, recapitalization, reclassification, stock split-up, combination of shares or dividend,appropriate adjustment in the number and kind of shares as to which Options may be granted and as to which Options or portions thereof then unexercised shall be exercisable, and in the Option Price thereof, shall be made to the end that theproportionate number of shares or other securities as to which Options may be granted and the Participant’s proportionate interests under outstanding Options shall be maintained as before the occurrence of such event; provided, that anysuch adjustment in shares subject to outstanding Options (including any adjustments in the Option Price) shall be made in such manner as not to constitute a modification as defined by subsection (h)(3) of Section 424 of the Code; andprovided, further, that, in the event of an adjustment in the number or kind of shares under a Restricted Stock award pursuant to this Section 7, any new shares or units issued to the Participant in respect thereof shall besubject to the same terms, conditions and restrictions as the underlying Restricted Stock award for which the adjustment was made. 

 

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Section 8. Effect of a Change of Control. 

(a) For purposes of this Section 8, “Change of Control” shall, unless the Board of Directors of the Company otherwise directs by resolutionadopted prior thereto or, in the case of a particular award, the applicable award agreement states otherwise, be deemed to occur if (i) any “person” (as that term is used in Sections 13 and 14(d)(2) of the Exchange Act) other than aPermitted Holder (as defined below) is or becomes the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of 50% or more of either the outstanding shares of Common Stock or the combined votingpower of the Company’s then outstanding voting securities entitled to vote generally, (ii) during any period of two consecutive years, individuals who constitute the Board of Directors of the Company at the beginning of such period ceasefor any reason to constitute at least a majority thereof, unless the election or the nomination for election by the Company’s stockholders of each new director was approved by a vote of at least three-quarters of the directors then still inoffice who were directors at the beginning of the period or (iii) the Company undergoes a liquidation or dissolution or a sale of all or substantially all of the assets of the Company. No merger, consolidation or corporate reorganization inwhich the owners of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally prior to said combination, own 50% or more of the resulting entity’s outstanding voting securities shall, byitself, be considered a Change in Control. As used herein, “Permitted Holder” means (i) the Company, (ii) any corporation, partnership, trust or other entity controlled by the Company and (iii) any employee benefitplan (or related trust) sponsored or maintained by the Company or any such controlled entity. 

(b) Except to the extent reflected in aparticular Option Agreement or award agreement, in the event of a Change of Control: 

(i) notwithstanding any vestingschedule, or any other limitation on exercise or vesting, all outstanding Options shall immediately become 100% vested and exercisable, and the restrictions shall expire immediately with respect to 100% of all outstanding Restricted Stock awards;and 

(ii) the Committee may, in its discretion and upon at least 10 days advance notice to the affected persons, cancel anyoutstanding Options or Restricted Stock awards and pay to the holders thereof, in cash, the value of such awards based upon the highest price per share of Company Common Stock received or to be received by other stockholders of the Company inconnection with the Change of Control. 

(c) Notwithstanding any provision in the Plan to the contrary, the provisions of thisSection 8 shall be administered in a manner that complies with Section 409A of the Code. 

Section 9. Amendment andDiscontinuance.****The Board of Directors of the Company may from time to time amend or revise the terms of the Plan, or may discontinue the Plan at any time as permitted by law, provided, however, that such amendment shall not(except as provided in Section 7), without further approval of the stockholders, (i) increase the aggregate number of shares with respect to which awards may be made under the Plan; (ii) change the manner of determining the OptionPrice (other than determining the Fair Market Value of the 

 

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Common Stock to conform with applicable provisions of the Code or regulations and interpretations thereunder); (iii) extend the term of the Plan or themaximum period during which any Option may be exercised or (iv) make any other change which, in the absence of stockholder approval, would be prohibited by the listing requirements of the national stock exchange on which the Common Stock islisted and traded, or would cause awards granted under the Plan which are then outstanding, or which may be granted in the future, and which are intended to qualify as performance-based compensation under Section 162(m) of the Code, to fail tomeet the exemptions provided by Section 162(m) of the Code. No amendments, revision or discontinuance of the Plan shall, without the consent of a Participant, in any manner adversely affect his or her rights under any Awards theretofore grantedunder the Plan. Notwithstanding any provision in the Plan to the contrary, the Committee shall have the right to unilaterally amend, revise or discontinue the Plan, and any provision of the Plan and the Committee shall have the right to unilaterallyamend, revise or discontinue any Option Agreement or award agreement, any provision of an Option Agreement or award agreement and any Participant elections under an Option Agreement or award agreement, in each case, without the consent of anyParticipant, where such amendment, revision or discontinuance is necessary or desirable to comply with applicable law or to ensure that, with respect to any Option, Restricted Stock award, or the cash or shares of common stock into which they areconverted, the Participant is not subject to adverse or unintended tax consequences under Section 409A of the Code; provided, however, that, with respect to any Option, nothing in the Plan shall require any amendment or revisionto the definition of Change in Control. The discontinuance of the Plan shall not result in the acceleration of issuance of shares of Wyeth common stock, to the extent that such shares constitute a deferral of compensation for purposes ofSection 409A of the Code, unless (i) all arrangement sponsored by the Company that would be aggregated with the Plan under Section 409A if the same Participant participated in all such arrangements are termination, (ii) nopayments, other than payments that would be payable under the terms of such arrangements if the termination had not occurred, are made within 12 months of the termination of such arrangements, (iii) all payments are made within 24 months of thetermination of the arrangements and (iv) the Company does not adopt a new arrangement that would be aggregated with the Plan under Section 409A if the same Participant participated in both arrangements, at any time within the five yearsfollowing the date of Plan termination. All determinations and actions made by the Board of Directors or the Committee pursuant to this Section shall be final, conclusive and binding on all persons. 

Section 10. Effective Date and Duration. The Plan was adopted by the Board of Directors of the Company on March 3, 2005, subject to approvalby the stockholders of the Company at a meeting to be held in April 2005. Neither the Plan nor any award shall become binding until the Plan is approved by a vote of the stockholders in a manner which complies with Sections 162(m) and 422(b)(1) ofthe Code. No Option may be granted and no stock may be awarded under the Plan before March 3, 2005, nor after March 3, 2015. 

Section 11. Tax Withholding.****Notwithstanding any other provision of the Plan, the Company or its subsidiaries, as appropriate, shall have the right to deduct from all awards under the Plan cash and/or stock, valued at FairMarket Value on the date of payment, an amount necessary to satisfy all federal, state or local taxes as required by law to be withheld with respect to such awards. In the case of awards paid in the Company’s Common Stock, the Participant orpermitted transferee may be required to pay to the Company or a subsidiary thereof, as 

 

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appropriate, the amount of any such taxes which the Company or subsidiary is required to withhold, if any, with respect to such stock. Subject in particularcases to the disapproval of the Committee, the Company may accept shares of the Company’s Common Stock of equivalent fair market value in payment of such withholding tax obligations if the Participant elects to make payment in such manner.

Section 12. Construction and Conditions.****The Plan and Options and Restricted Stock granted thereunder shall be governed byand construed in accordance with the laws of the State of Delaware and in accordance with such federal law as may be applicable. 

Neitherthe existence of the Plan nor the grant of any Options or Restricted Stock pursuant to the Plan shall create in any Participant the right to continue to be employed by the Company or its subsidiaries. Employment shall be “at will” andshall be terminable “at will” by the Company or the Participant with or without cause. Any oral statements or promises to the contrary are not binding upon the Company or the Participant. 

Section 13. Section 409A. To the extent that any payments or benefits provided hereunder are considered deferred compensation subject to409A, the Company intends for the Plan to comply with the standards for nonqualified deferred compensation established by Section 409A (the “409A Standards”). To the extent that any terms of the Plan would subject Participants togross income inclusion, interest or an additional tax pursuant to Section 409A, those terms are to that extent superseded by the 409A Standards. 

 

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