EX-4.4



 




Exhibit 4.4




Conformed Copy




EXECUTION COPY




$1,500,000,000




WYETH




$1,000,000,000 5.50% Notes Due 2016




$500,000,000 6.00% Notes Due 2036




EXCHANGE AND REGISTRATION RIGHTS AGREEMENT




November 14, 2005




J.P. Morgan Securities Inc.




Citigroup Global Markets Inc.




As Representatives of the several




Initial Purchasers




c/o J.P. Morgan Securities Inc.




277 Park Avenue




New York, New York 10172




Ladies and Gentlemen:



     
Wyeth, a Delaware corporation (the “Company”),
proposes to issue and sell to the several Initial Purchasers
listed in Schedule I to the Purchase Agreement (the
“Initial Purchasers”), upon the terms and
subject to the conditions set forth in a purchase agreement
dated November 8, 2005 between the Company and the Initial
Purchasers (the “Purchase Agreement”),
$1,000,000,000 aggregate principal amount of its
5.50% Notes due 2016 (the “2016 Notes”)
and $500,000,000 aggregate principal amount of its
6.00% Notes due 2036 (the “2036 Notes” and
collectively with the 2016 Notes, the “Notes”).
Capitalized terms used but not defined herein shall have the
meanings given to such terms in the Purchase Agreement.



     
As an inducement to the Initial Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the
obligations of the Initial Purchasers thereunder, the Company
agrees with the Initial Purchasers, for the benefit of the
holders (including the Initial Purchasers) of the Notes, the
Exchange Notes (as defined herein) and the Private Exchange
Notes (as defined herein) (collectively, the
“Holders”), as follows:



     
1. Registered Exchange Offer. The Company shall
(i) prepare and, not later than 90 calendar days following
the date of original issuance of the Notes (the “Closing
Date”), use its reasonable best efforts to file with
the Commission a registration statement (the “Exchange
Offer Registration Statement”) on an appropriate form
under the Securities Act with respect to a proposed offer to the
Holders of the Notes (the “Registered Exchange
Offer”) to issue and deliver to such Holders, in
exchange for the Notes, debt securities of the Company (the
“Exchange Notes”) that have the same aggregate
principal amount as the tendered Notes and that are identical in
all material respects to the tendered Notes, except for the
transfer restrictions relating to the Notes, (ii) use its
reasonable best efforts to cause the Exchange Offer Registration
Statement to become effective under the Securities Act no later
than 180 calendar days after the Closing Date and the Registered
Exchange Offer to be consummated no later than 210 calendar days
after the Closing Date and (iii) keep the Exchange Offer
Registration Statement effective for not less than 30 calendar
days (or longer, if required by applicable law) after the date
on which notice of the Registered Exchange Offer is mailed to
the Holders (such period being called the “Exchange
Offer Registration Period”). The Notes will be issued
as separate series of debt securities under a supplemental











 




indenture (the “Supplemental Indenture”) to be
dated as of the date hereof between the Company and JPMorgan
Chase Bank, N.A. (as successor to Manufacturers Hanover Trust
Company, as trustee (the “Trustee”). The
Supplemental Indenture relates to an indenture dated as of
April 10, 1992, as amended on October 13, 1992,
between the Company and the Trustee (the “Base
Indenture”, and as further amended and supplemented by
the Supplemental Indenture, the “Indenture”).



     
Upon the effectiveness of the Exchange Offer Registration
Statement, the Company shall promptly commence the Registered
Exchange Offer, it being the objective of such Registered
Exchange Offer to enable each Holder electing to exchange Notes
for Exchange Notes (assuming that such Holder (a) is not an
affiliate of the Company or a Participating Broker-Dealer (as
defined herein) not complying with the requirements of the next
sentence, (b) is not an Initial Purchaser holding Notes
that have, or that are reasonably likely to have, the status of
an unsold allotment in an initial distribution,
(c) acquires the Exchange Notes in the ordinary course of
such Holder’s business and (d) has no arrangements or
understandings with any person to participate in the
distribution of the Exchange Notes) and to trade such Exchange
Notes from and after their receipt without any limitations or
restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of
the United States. The Company, the Initial Purchasers and each
Participating Broker-Dealer acknowledge that, pursuant to
current interpretations by the Commission’s staff of
Section 5 of the Securities Act, each Holder that is a
broker-dealer electing to exchange Notes, acquired for its own
account as a result of market-making activities or other trading
activities, for Exchange Notes (a “Participating
Broker-Dealer”), is required to deliver a prospectus
containing substantially the information set forth in
Annex A hereto on the cover, in Annex B hereto in the
“Exchange Offer Procedures” section and the
“Purpose of the Exchange Offer” section and in
Annex C hereto in the “Plan of Distribution”
section of such prospectus in connection with a sale of any such
Exchange Notes received by such Participating Broker-Dealer
pursuant to the Registered Exchange Offer.



     
If, prior to the consummation of the Registered Exchange Offer,
any Holder holds any Notes acquired by it that have, or that are
reasonably likely to be determined to have, the status of an
unsold allotment in an initial distribution, or any Holder is
not entitled to participate in the Registered Exchange Offer,
the Company shall, upon the request of any such Holder,
simultaneously with the delivery of the Exchange Notes in the
Registered Exchange Offer, issue and deliver to any such Holder,
in exchange for the Notes held by such Holder (the
“Private Exchange”), a like aggregate principal
amount of debt securities of the Company (the “Private
Exchange Notes”) that are identical in all material
respects to the Exchange Notes, except for the transfer
restrictions relating to such Private Exchange Notes. The
Private Exchange Notes will be issued under the same indenture
as the Exchange Notes, and the Company shall use its reasonable
best efforts to cause the Private Exchange Notes to bear the
same CUSIP number as the Exchange Notes.



     
In connection with the Registered Exchange Offer, the Company
shall:






		
	 	     
    (a) mail to each Holder a copy of the prospectus forming
    part of the Exchange Offer Registration Statement, together with
    an appropriate letter of transmittal and related documents;
	 
	 	     
    (b) keep the Registered Exchange Offer open for not less
    than 30 calendar days (or longer, if required by applicable law)
    after the date on which notice of the Registered Exchange Offer
    is mailed to the Holders;
	 
	 	     
    (c) utilize the services of a depositary for the Registered
    Exchange Offer with an address in the Borough of Manhattan, The
    City of New York;
	 
	 	     
    (d) permit Holders to withdraw tendered Notes at any time
    prior to the close of business, New York City time, on the last
    business day on which the Registered Exchange Offer shall remain
    open; and
	 
	 	     
    (e) otherwise comply in all respects with all laws that are
    applicable to the Registered Exchange Offer.



2







 



     
As soon as practicable after the close of the Registered
Exchange Offer and any Private Exchange, as the case may be, the
Company shall:






		
	 	     
    (a) accept for exchange all Notes tendered and not validly
    withdrawn pursuant to the Registered Exchange Offer and the
    Private Exchange;
	 
	 	     
    (b) deliver to the Trustee for cancellation all Notes so
    accepted for exchange; and
	 
	 	     
    (c) cause the Trustee promptly to authenticate and deliver
    to each Holder, Exchange Notes or Private Exchange Notes, as the
    case may be, equal in principal amount to the Notes of such
    Holder so accepted for exchange.



     
The Company shall use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein in order to permit
such prospectus to be used by all persons subject to the
prospectus delivery requirements of the Securities Act for such
period of time as such persons must comply with such
requirements in order to resell the Exchange Notes; provided
that (i) in the case where such prospectus and any
amendment or supplement thereto must be delivered by a
Participating Broker-Dealer, such period shall be the lesser of
180 calendar days and the date on which all Participating
Broker-Dealers have sold all Exchange Notes held by them and
(ii) the Company shall make such prospectus and any
amendment or supplement thereto available to any broker-dealer
for use in connection with any resale of any Exchange Notes for
a period of not less than 90 calendar days after the
consummation of the Registered Exchange Offer.



     
The Indenture shall provide that the Notes, the Exchange Notes
and the Private Exchange Notes of a specified maturity shall
vote and consent together on all matters as one class where a
class vote is required and that none of the Notes, the Exchange
Notes or the Private Exchange Notes of a specified maturity will
have the right to vote or consent as a separate class on any
matter.



     
Interest on each Exchange Note and Private Exchange Note issued
pursuant to the Registered Exchange Offer and in the Private
Exchange will accrue from the last interest payment date on
which interest was paid on the Notes surrendered in exchange
therefor or, if no interest has been paid on the Notes, from the
date of original issuance of such Notes.



     
Each Holder participating in the Registered Exchange Offer shall
be required to represent to the Company that at the time of the
consummation of the Registered Exchange Offer (i) any
Exchange Notes received by such Holder will be acquired in the
ordinary course of business, (ii) such Holder will have no
arrangements or understanding with any person to participate in
the distribution of the Notes or the Exchange Notes within the
meaning of the Securities Act and (iii) such Holder is not
an affiliate of the Company or, if it is such an affiliate, such
Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.



     
Notwithstanding any other provisions hereof, the Company will
ensure that (i) any Exchange Offer Registration Statement
and any amendment thereto and any prospectus forming part
thereof and any supplement thereto complies in all material
respects with the Securities Act and the rules and regulations
of the Commission thereunder, (ii) any Exchange Offer
Registration Statement and any amendment thereto does not, when
it becomes effective, contain an untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not
misleading and (iii) any prospectus forming part of any
Exchange Offer Registration Statement, and any supplement to
such prospectus, does not, as of the consummation of the
Registered Exchange Offer, include an untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.



     
2. Shelf Registration. If (i) because of any
change in law or applicable interpretations thereof by the
Commission’s staff, the Company is not permitted to effect
the Registered Exchange Offer as contemplated by Section 1
hereof, or (ii) the Registered Exchange Offer is not
consummated within 210 calendar days after the Closing Date, or
(iii) within 90 days after the consummation of the
Registered Exchange Offer any Initial Purchaser so requests with
respect to Notes or Private Exchange Notes not



3







 




eligible to be exchanged for Exchange Notes in the Registered
Exchange Offer and held by it following the consummation of the
Registered Exchange Offer, or (iv) any Holder that
participates in the Registered Exchange Offer does not receive
freely transferable Exchange Notes in exchange for tendered
Notes (other than due solely to such Holder being an affiliate
of the Company or a Participating Broker-Dealer and not
complying with the prospectus delivery requirements of the
second paragraph of Section 1 above), or (v) the
Company so elects, then the following provisions shall apply:






		
	 	     
    (a) The Company shall use its reasonable best efforts to
    file as promptly as practicable (but in no event more than 45
    calendar days after so required or requested pursuant to this
    Section 2) with the Commission, and thereafter shall use
    its reasonable best efforts to cause to be declared effective, a
    shelf registration statement on an appropriate form under the
    Securities Act relating to the offer and sale of the Transfer
    Restricted Notes (as defined below) by the Holders thereof from
    time to time in accordance with the methods of distribution set
    forth in such registration statement (hereafter, a
    “Shelf Registration Statement” and, together
    with any Exchange Offer Registration Statement, a
    “Registration Statement”).
	 
	 	     
    (b) The Company shall use its reasonable best efforts to
    keep the Shelf Registration Statement continuously effective in
    order to permit the prospectus forming part thereof to be used
    by Holders of Transfer Restricted Notes for a period ending on
    the earlier of (i) two years from the Closing Date or such
    shorter period that will terminate when all the Transfer
    Restricted Notes covered by the Shelf Registration Statement
    have been sold pursuant thereto and (ii) the date on which
    the Notes become eligible for resale without volume restrictions
    pursuant to Rule 144 under the Securities Act (in any such
    case, such period being called the “Shelf Registration
    Period”). The Company shall be deemed not to have used
    its reasonable best efforts to keep the Shelf Registration
    Statement effective during the requisite period if it
    voluntarily takes any action that would result in Holders of
    Transfer Restricted Notes covered thereby not being able to
    offer and sell such Transfer Restricted Notes during that
    period, unless such action is required by applicable law. If the
    Company fails to keep the Shelf Registration continuously
    effective or useable for resales due to any of the circumstances
    referenced in clauses (v) or (vi) of
    Section 4(b), the period referenced in clause (i) of
    this Section 2(b) (or the period during which the
    Participating Broker-Dealers are entitled to use the prospectus
    included in an Exchange Offer Registration Statement in
    connection with the resale of Exchange Notes as provided in
    Section 1), will be extended by the number of days during
    the period from and including the date of the giving of notice
    pursuant to Section 4(b) to and including the date when
    holders will have received copies of the supplemented or amended
    prospectus necessary to permit resales of the notes or to and
    including the date on which the Company gives notice that the
    sale of the Notes may be resumed, as the case may be.
	 
	 	     
    (c) Notwithstanding any other provisions hereof, the
    Company will ensure that (i) any Shelf Registration
    Statement and any amendment thereto and any prospectus forming
    part thereof and any supplement thereto complies in all material
    respects with the Securities Act and the rules and regulations
    of the Commission thereunder, (ii) any Shelf Registration
    Statement and any amendment thereto (in either case, other than
    with respect to information included therein in reliance upon or
    in conformity with written information furnished to the Company
    by or on behalf of any Holder specifically for use therein (the
    “Holders’ Information”)) does not contain
    an untrue statement of a material fact or omit to state a
    material fact required to be stated therein or necessary to make
    the statements therein not misleading and (iii) any
    prospectus forming part of any Shelf Registration Statement, and
    any supplement to such prospectus (in either case, other than
    with respect to Holders’ Information), does not include an
    untrue statement of a material fact or omit to state a material
    fact necessary in order to make the statements therein, in the
    light of the circumstances under which they were made, not
    misleading.



     
3. Liquidated Damages. (a) The parties hereto
agree that the Holders of Transfer Restricted Notes will suffer
damages if the Company fails to fulfill its obligations under
Section 1 or Section 2, as applicable, and that it
would not be feasible to ascertain the extent of such damages.
Accordingly, if (i) the Exchange Offer Registration
Statement is not filed with the Commission on or prior to 90
calendar



4







 




days after the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective within 180
calendar days after the Closing Date, (iii) the Registered
Exchange Offer is not consummated or the Shelf Registration
Statement is not declared effective on or prior to 210 calendar
days after the Closing Date, or (iv) the Shelf Registration
Statement is filed and declared effective within 180 calendar
days after the Closing Date (or in the case of a Shelf
Registration Statement required to be filed in response to a
change in law or the applicable interpretations of
Commission’s staff, if later, within 90 calendar days after
publication of the change in law or interpretation) but shall
thereafter cease to be effective or useable for resales due to
circumstances identified in clauses (v) or (vi) of
Section 4(b), and such failure continues for more than
60 days (whether or not consecutive) in any twelve month
period (each such event referred to above in clauses (i)
through (iv) of this Section 3(a), a
“Registration Default”), the Company will be
obligated to pay a special interest premium (the
“Special Interest Premium”) as liquidated
damages to each Holder of Transfer Restricted Notes, during the
period of one or more such Registration Defaults, in an amount
equal to 0.25% per annum on the principal amount of
Transfer Restricted Notes held by such Holder until (i) the
applicable Registration Statement is filed, (ii) the
Exchange Offer Registration Statement is declared effective,
(iii) the Registered Exchange Offer is consummated or the
Shelf Registration Statement is declared effective, or
(iv) the Shelf Registration Statement again becomes
effective or usable, as the case may be; provided,
however, that the aggregate amount of Special Interest
Premium payable in respect of any Note pursuant this
Section 3(a) shall not exceed 0.25% per annum and
provided, further, that the accrual of Special Interest Premium
on any Note will cease immediately upon the cure of all
Registration Defaults. As used herein, the term
“Transfer Restricted Notes” means (i) each
Note until the date on which such Note has been exchanged for a
freely transferable Exchange Note in the Registered Exchange
Offer, (ii) each Note or Private Exchange Note until the
date on which it has been effectively registered under the
Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iii) each Note or Private
Exchange Note until the date on which it is distributed to the
public pursuant to Rule 144 under the Securities Act or is
saleable pursuant to Rule 144(k) under the Securities Act.
Notwithstanding anything to the contrary in this
Section 3(a), the Company shall not be required to pay
liquidated damages to a Holder of Transfer Restricted Notes if
such Holder failed to comply with its obligations to make the
representations set forth in the second to last paragraph of
Section 1 or failed to provide the information required to
be provided by it, if any, pursuant to Section 4(n).



     
(b) The Company shall notify the Trustee and the Paying
Agent under the Indenture immediately upon the happening of each
and every Registration Default. The Company shall pay the
liquidated damages due on the Transfer Restricted Notes by
depositing with the Paying Agent, in trust, for the benefit of
the Holders thereof, prior to 10:00 a.m., New York City
time, on the next interest payment date specified by the
Indenture and the Notes, sums sufficient to pay the liquidated
damages then due. The liquidated damages due shall be payable on
each interest payment date specified by the Indenture and the
Notes to the record holder entitled to receive the interest
payment to be made on such date. Each obligation to pay
liquidated damages shall be deemed to accrue from and including
the date of the applicable Registration Default.



     
(c) The parties hereto agree that the liquidated damages
provided for in this Section 3 constitute a reasonable
estimate of and are intended to constitute the sole damages that
will be suffered by Holders of Transfer Restricted Notes by
reason of the failure of (i) the Shelf Registration
Statement or the Exchange Offer Registration Statement to be
filed, (ii) the Shelf Registration Statement to remain
effective or (iii) the Exchange Offer Registration
Statement to be declared effective and the Registered Exchange
Offer to be consummated, in each case to the extent required by
this Agreement.



     
4. Registration Procedures. In connection with any
Registration Statement, the following provisions shall apply:






		
	 	     
    (a) The Company shall (i) furnish to each Initial
    Purchaser, prior to the filing thereof with the Commission, a
    copy of the Registration Statement and each amendment thereof
    and each supplement, if any, to the prospectus included therein
    and shall use its reasonable best efforts to reflect in each
    such document, when so filed with the Commission, such comments
    as any Initial



5







 


		
	 	
    Purchaser may reasonably propose; (ii) include the
    information set forth in Annex A hereto on the cover, in
    Annex B hereto in the “Exchange Offer Procedures”
    section and the “Purpose of the Exchange Offer”
    section and in Annex C hereto in the “Plan of
    Distribution” section of the prospectus forming a part of
    the Exchange Offer Registration Statement, and include the
    information set forth in Annex D hereto in the Letter of
    Transmittal delivered pursuant to the Registered Exchange Offer;
    and (iii) if requested by any Initial Purchaser, include
    the information required by Items 507 or 508 of
    Regulation S-K, as applicable, in the prospectus forming a
    part of the Exchange Offer Registration Statement.
	 
	 	     
    (b) The Company shall advise each Initial Purchaser, each
    Participating Broker-Dealer and the Holders (if applicable) and,
    if requested by any such person, confirm such advice in writing
    (which advice pursuant to clauses (ii)-(vi) hereof shall be
    accompanied by an instruction to suspend the use of the
    prospectus until the requisite changes have been made):







		
	 	     
    (i) when any Registration Statement and any amendment
    thereto has been filed with the Commission and when such
    Registration Statement or any post-effective amendment thereto
    has become effective;
	 
	 	     
    (ii) of any request by the Commission for amendments or
    supplements to any Registration Statement or the prospectus
    included therein or for additional information;
	 
	 	     
    (iii) of the issuance by the Commission of any stop order
    suspending the effectiveness of any Registration Statement or
    the initiation of any proceedings for that purpose;
	 
	 	     
    (iv) of the receipt by the Company of any notification with
    respect to the suspension of the qualification of the Notes, the
    Exchange Notes or the Private Exchange Notes for sale in any
    jurisdiction or the initiation or threatening of any proceeding
    for such purpose;
	 
	 	     
    (v) of the happening of any event that requires the making
    of any changes in any Registration Statement or the prospectus
    included therein in order that the statements therein are not
    misleading and do not omit to state a material fact required to
    be stated therein or necessary to make the statements therein
    not misleading; and
	 
	 	     
    (vi) in the case that a Shelf Registration Statement is
    filed and declared effective pursuant to Section 2, upon
    the occurrence or existence of any pending corporate
    development, public filing with the SEC or any other material
    event not listed in clauses (i)-(v) of this
    Section 4(b) that, in the reasonable judgment of the
    Company, makes it appropriate to suspend the availability of the
    Shelf Registration Statement and any related prospectus.






		
	 	     
    (c) The Company will make every reasonable effort to obtain
    the withdrawal at the earliest possible time of any order
    suspending the effectiveness of any Registration Statement.
	 
	 	     
    (d) The Company will furnish to each Holder of Transfer
    Restricted Notes included within the coverage of any Shelf
    Registration Statement, without charge, at least one conformed
    copy of such Shelf Registration Statement and any post-effective
    amendment thereto, including financial statements and schedules
    and, if any such Holder so requests in writing, all exhibits
    thereto (including those, if any, incorporated by reference).
	 
	 	     
    (e) The Company will, during the Shelf Registration Period,
    promptly deliver to each Holder of Transfer Restricted Notes
    included within the coverage of any Shelf Registration
    Statement, without charge, as many copies of the prospectus
    (including each preliminary prospectus) included in such Shelf
    Registration Statement and any amendment or supplement thereto
    as such Holder may reasonably request; and the Company consents
    to the use of such prospectus or any amendment or supplement
    thereto by each of the selling Holders of Transfer Restricted
    Notes in connection with the offer and sale of the Transfer
    Restricted Notes covered by such prospectus or any amendment or
    supplement thereto.



6







 






		
	 	     
    (f) The Company will furnish to each Initial Purchaser and
    each Participating Broker-Dealer, and to any other Holder who so
    requests, without charge, at least one conformed copy of the
    Exchange Offer Registration Statement and any post-effective
    amendment thereto, including financial statements and schedules
    and, if any Initial Purchaser or Participating Broker-Dealer or
    any such Holder so requests in writing, all exhibits thereto
    (including those, if any, incorporated by reference).
	 
	 	     
    (g) The Company will, during the Exchange Offer
    Registration Period or the Shelf Registration Period, as
    applicable, promptly deliver to each Initial Purchaser, each
    Participating Broker-Dealer and such other persons that are
    required to deliver a prospectus following the Registered
    Exchange Offer, without charge, as many copies of the final
    prospectus included in the Exchange Offer Registration Statement
    or the Shelf Registration Statement and any amendment or
    supplement thereto as such Initial Purchaser, Participating
    Broker-Dealer or other persons may reasonably request; and the
    Company consents to the use of such prospectus or any amendment
    or supplement thereto by any such Initial Purchaser,
    Participating Broker-Dealer or other persons, as applicable, as
    aforesaid.
	 
	 	     
    (h) Prior to the effective date of any Registration
    Statement, the Company will use its reasonable best efforts to
    register or qualify, or cooperate with the Holders of Notes,
    Exchange Notes or Private Exchange Notes included therein and
    their respective counsel in connection with the registration or
    qualification of, such Notes, Exchange Notes or Private Exchange
    Notes for offer and sale under the Notes or blue sky laws of
    such jurisdictions as any such Holder reasonably requests in
    writing and do any and all other acts or things necessary or
    advisable to enable the offer and sale in such jurisdictions of
    the Notes, Exchange Notes or Private Exchange Notes covered by
    such Registration Statement; provided that the Company will not
    be required to qualify generally to do business in any
    jurisdiction where it is not then so qualified or to take any
    action which would subject it to general service of process or
    to taxation in any such jurisdiction where it is not then so
    subject.
	 
	 	     
    (i) The Company will cooperate with the Holders of Notes,
    Exchange Notes or Private Exchange Notes to facilitate the
    timely preparation and delivery of certificates representing
    Notes, Exchange Notes or Private Exchange Notes to be sold
    pursuant to any Registration Statement free of any restrictive
    legends and in such denominations and registered in such names
    as the Holders thereof may request in writing prior to sales of
    Notes, Exchange Notes or Private Exchange Notes pursuant to such
    Registration Statement.
	 
	 	     
    (j) If any event contemplated by Section 4(b)(ii)
    through (vi) occurs during the period for which the Company
    is required to maintain an effective Registration Statement, the
    Company will promptly prepare and file with the Commission a
    post-effective amendment to the Registration Statement or a
    supplement to the related prospectus or file any other required
    document so that, as thereafter delivered to purchasers of the
    Notes, Exchange Notes or Private Exchange Notes from a Holder,
    the prospectus will not include an untrue statement of a
    material fact or omit to state a material fact necessary in
    order to make the statements therein, in the light of the
    circumstances under which they were made, not misleading.
	 
	 	     
    (k) Not later than the effective date of the applicable
    Registration Statement, the Company will provide CUSIP numbers
    for the Notes, the Exchange Notes and the Private Exchange
    Notes, as the case may be, and provide the Trustee with printed
    certificates for the Notes, the Exchange Notes or the Private
    Exchange Notes, as the case may be, in a form eligible for
    deposit with The Depository Trust Company.
	 
	 	     
    (l) The Company will comply with all applicable rules and
    regulations of the Commission and will make generally available
    to its security holders as soon as practicable after the
    effective date of the applicable Registration Statement an
    earning statement satisfying the provisions of
    Section 11(a) of the Securities Act; provided that in no
    event shall such earning statement be delivered later than 45
    calendar days after the end of a 12-month period (or 90 calendar
    days, if such period is a fiscal year) beginning with the first
    month of the Company’s first fiscal quarter commencing
    after the effective date of the applicable Registration
    Statement, which statement shall cover such 12-month period.



7







 






		
	 	     
    (m) The Company will cause the Indenture to be qualified
    under the Trust Indenture Act as required by applicable law in a
    timely manner.
	 
	 	     
    (n) The Company may require each Holder of Transfer
    Restricted Notes to be registered pursuant to any Shelf
    Registration Statement to furnish to the Company such
    information concerning the Holder and the distribution of such
    Transfer Restricted Notes as the Company may from time to time
    reasonably require for inclusion in such Shelf Registration
    Statement, and the Company may exclude from such registration
    the Transfer Restricted Notes of any Holder that fails to
    furnish such information within a reasonable time after
    receiving such request.
	 
	 	     
    (o) In the case of a Shelf Registration Statement, each
    Holder of Transfer Restricted Notes to be registered pursuant
    thereto agrees by acquisition of such Transfer Restricted Notes
    that, upon receipt of any notice from the Company pursuant to
    Section 4(b)(ii) through (vi), such Holder will discontinue
    disposition of such Transfer Restricted Notes until such
    Holder’s receipt of copies of the supplemental or amended
    prospectus contemplated by Section 4(j) or until advised in
    writing (the “Advice”) by the Company that the
    use of the applicable prospectus may be resumed. If the Company
    shall give any notice under Section 4(b)(ii) through
    (vi) during the period that the Company is required to
    maintain an effective Registration Statement (the
    “Effectiveness Period”), such Effectiveness
    Period shall be extended by the number of days during such
    period from and including the date of the giving of such notice
    to and including the date when each seller of Transfer
    Restricted Notes covered by such Registration Statement shall
    have received (x) the copies of the supplemental or amended
    prospectus contemplated by Section 4(j) (if an amended or
    supplemental prospectus is required) or (y) the Advice (if
    no amended or supplemental prospectus is required).
	 
	 	     
    (p) In the case of a Shelf Registration Statement, the
    Company shall enter into such customary agreements (including,
    if requested, an underwriting agreement in customary form) and
    take all such other action, if any, as Holders of a majority in
    aggregate principal amount of the Notes, Exchange Notes and
    Private Exchange Notes being sold or the managing underwriters
    (if any) shall reasonably request in order to facilitate any
    disposition of Notes, Exchange Notes or Private Exchange Notes
    pursuant to such Shelf Registration Statement.
	 
	 	     
    (q) In the case of a Shelf Registration Statement, the
    Company shall (i) make reasonably available for inspection
    by a representative of, and Special Counsel (as defined below)
    acting for, Holders of a majority in aggregate principal amount
    of the Notes, Exchange Notes and Private Exchange Notes being
    sold and any underwriter participating in any disposition of
    Notes, Exchange Notes or Private Exchange Notes pursuant to such
    Shelf Registration Statement, all relevant financial and other
    records, pertinent corporate documents and properties of the
    Company and its subsidiaries and (ii) use its reasonable
    best efforts to have its officers, directors, employees,
    accountants and counsel supply all relevant information
    reasonably requested by such representative, Special Counsel or
    any such underwriter (an “Inspector”) in
    connection with such Shelf Registration Statement.
	 
	 	     
    (r) In the case of a Shelf Registration Statement, the
    Company shall, if requested by Holders of a majority in
    aggregate principal amount of the Notes, Exchange Notes and
    Private Exchange Notes being sold, their Special Counsel or the
    managing underwriters (if any) in connection with such Shelf
    Registration Statement, use its reasonable best efforts to cause
    (i) its counsel to deliver an opinion relating to the Shelf
    Registration Statement and the Notes, Exchange Notes or Private
    Exchange Notes, as applicable, in customary form, (ii) its
    officers to execute and deliver all customary documents and
    certificates requested by Holders of a majority in aggregate
    principal amount of the Notes, Exchange Notes and Private
    Exchange Notes being sold, their Special Counsel or the managing
    underwriters (if any) and (iii) its independent public
    accountants to provide a comfort letter or letters in customary
    form, subject to receipt of appropriate documentation as
    contemplated, and only if permitted, by Statement of Auditing
    Standards No. 72.



     
5. Registration Expenses. The Company will bear all
expenses incurred in connection with the performance of its
obligations under Sections 1, 2, 3 and 4 and the
Company will reimburse the Initial Purchasers and the Holders
for the reasonable fees and disbursements of one firm of
attorneys (in addition



8







 




to any local counsel) chosen by the Holders of a majority in
aggregate principal amount of the Notes, the Exchange Notes and
the Private Exchange Notes to be sold pursuant to each
Registration Statement (the “Special Counsel”)
acting for the Initial Purchasers or Holders in connection
therewith.



     
6. Indemnification and Contribution. In the event of
a Shelf Registration Statement or in connection with any
prospectus delivery pursuant to an Exchange Offer Registration
Statement by an Initial Purchaser or Participating
Broker-Dealer, as applicable, the Company shall indemnify and
hold harmless each Holder (including, without limitation, any
such Initial Purchaser or Participating Broker-Dealer) and each
person, if any, who controls such Holder within the meaning of
the Securities Act or the Exchange Act (collectively referred to
for purposes of this Section 6 as a Holder) from and
against any and all losses, claims, damages and liabilities
(including, without limitation, any loss, claim, damage or
liability relating to purchases and sales of Notes, Exchange
Notes or Private Exchange Notes) caused by (i) any untrue
statement or alleged untrue statement of a material fact
contained in any such Registration Statement or any prospectus
forming part thereof or in any amendment or supplement thereto
or (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim,
damage, liability or action arises out of, or is based upon, an
untrue statement or alleged untrue statement in or omission or
alleged omission from any of such documents in reliance upon and
in conformity with any Holders’ Information; and provided,
further, that with respect to any such untrue statement in or
omission from any related preliminary prospectus, the indemnity
agreement contained in this Section 6 shall not inure to
the benefit of any Holder from whom the person asserting any
such loss, claim, damage, liability or action received Notes,
Exchange Notes or Private Exchange Notes to the extent that such
loss, claim, damage, liability or action of or with respect to
such Holder results from the fact that both (A) a copy of
the final prospectus was not sent or given to such person at or
prior to the written confirmation of the sale of such Notes,
Exchange Notes or Private Exchange Notes to such person and
(B) the untrue statement in or omission from the related
preliminary prospectus was corrected in the final prospectus
unless, in either case, such failure to deliver the final
prospectus was a result of non-compliance by the Company with
Section 4(d), 4(e), 4(f) or 4(g).



     
In the event of a Shelf Registration statement, each Holder
agrees, severally and not jointly, to indemnify and hold
harmless the Company, its directors, its officers who sign the
Registration Statement thereto and each person, if any, who
controls the Company within the meaning of either the Securities
Act or the Exchange Act to the same extent as the foregoing
indemnity from the Company to such Holder, but only with
reference to information relating to such Holder furnished to
the Company by such Holder in writing expressly for use in any
such Registration Statement and any prospectus or any amendments
or supplements thereto.



     
In case any proceeding (including any governmental
investigation) shall be instituted involving any person in
respect of which indemnity may be sought pursuant to either of
the two preceding paragraphs, such person (the
“indemnified party”) shall promptly notify the
person against whom such indemnity may be sought (the
“indemnifying party”) in writing and the
indemnifying party, upon request of the indemnified party, shall
retain counsel reasonably satisfactory to the indemnified party
to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall
have the right to retain its own counsel, but the fees and
expenses of such counsel shall be at the expense of such
indemnified party unless (i) the indemnifying party and the
indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such
proceeding (including any impleaded parties) include both the
indemnifying party and the indemnified party and representation
of both parties by the same counsel would be inappropriate due
to actual or potential conflicting interests between them. It is
understood that the indemnifying party shall not, in respect of
the legal expenses of any indemnified party in connection with
any proceeding or related proceedings in the same jurisdiction,
be liable for the fees and expenses of more than one separate
firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be



9







 




reimbursed as they are incurred. Such firm shall be designated
in writing by the indemnified parties, in the case of parties
indemnified pursuant to the second preceding paragraph, and by
the Company, in the case of parties indemnified pursuant to the
first preceding paragraph. The indemnifying party shall not be
liable for any settlement of any proceeding effected without its
written consent, but if settled with such consent or if there be
a final judgment for the plaintiff, the indemnifying party
agrees to indemnify the indemnified party from and against any
loss or liability by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such
settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter
of such proceeding.



     
If the indemnification provided for in this Section 6 is
unavailable or insufficient to hold harmless an indemnified
party in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party shall, in lieu
of indemnifying such indemnified party, contribute to the amount
paid or payable by such indemnified party as a result of such
loss, claim, damage or liability (i) in such proportion as
shall be appropriate to reflect the relative benefits received
by the Company from the offering and sale of the Notes, on the
one hand, and a Holder with respect to the sale by such Holder
of Notes, Exchange Notes or Private Exchange Notes, on the
other, or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also
the relative fault of the Company on the one hand and such
Holder on the other with respect to the statements or omissions
that resulted in such loss, claim, damage or liability, as well
as any other relevant equitable considerations. The relative
benefits received by the Company on the one hand and a Holder on
the other with respect to such offering and such sale shall be
deemed to be in the same proportion as the total net proceeds
from the offering of the Notes (before deducting expenses)
received by or on behalf of the Company as set forth in
Section 1 of the Purchase Agreement, on the one hand, bear
to the total proceeds received by such Holder with respect to
its sale of Notes, Exchange Notes or Private Exchange Notes, on
the other. The relative fault shall be determined by reference
to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission
to state a material fact relates to the Company or information
supplied by the Company on the one hand or to any Holders’
Information supplied by such Holder on the other, the intent of
the parties and their relative knowledge, access to information
and opportunity to correct or prevent such untrue statement or
omission. The parties hereto agree that it would not be just and
equitable if contributions pursuant to this Section 6 were
to be determined by pro rata allocation or by any other method
of allocation that does not take into account the equitable
considerations referred to herein. The amount paid or payable by
an indemnified party as a result of the loss, claim, damage or
liability in respect thereof, referred to above in this
Section 6 shall be deemed to include, for purposes of this
Section 6, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or
defending or preparing to defend any such action or claim.
Notwithstanding the provisions of this Section 6, an
indemnifying party that is a Holder of Notes, Exchange Notes or
Private Exchange Notes shall not be required to contribute any
amount in excess of the amount by which the total price at which
the Notes, Exchange Notes or Private Exchange Notes sold by such
indemnifying party to any purchaser exceeds the amount of any
damages which such indemnifying party has otherwise paid or
become liable to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such
fraudulent misrepresentation.



     
The indemnity and contribution provisions contained in this
Section 6 and the representations and warranties of the
Company contained herein shall remain operative and in full
force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of
any Holder or any person controlling any Holder or by or on
behalf of the Company, its directors or officers or any person
controlling the Company and (iii) acceptance of and payment
for any of the Notes, Exchange Notes or Private Exchange Notes.



10







 



     
7. Rules 144 and 144A. The Company shall use
its reasonable best efforts to file the reports required to be
filed by it under the Securities Act and the Exchange Act in a
timely manner and, if at any time the Company is not required to
file such reports, it will, upon the written request of any
Holder of Transfer Restricted Notes, make publicly available
other information so long as necessary to permit sales of such
Holder’s securities pursuant to Rules 144 and 144A.
The Company covenants that it will take such further action as
any Holder of Transfer Restricted Notes may reasonably request,
all to the extent required from time to time to enable such
Holder to sell Transfer Restricted Notes without registration
under the Securities Act within the limitation of the exemptions
provided by Rules 144 and 144A (including, without
limitation, the requirements of Rule 144A(d)(4)). Upon the
written request of any Holder of Transfer Restricted Notes, the
Company shall deliver to such Holder a written statement as to
whether it has complied with such requirements. Notwithstanding
the foregoing, nothing in this Section 7 shall be deemed to
require the Company to register any of its securities pursuant
to the Exchange Act.



     
8. Underwritten Registrations. If any of the
Transfer Restricted Notes covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the
investment banker or investment bankers and manager or managers
that will administer the offering will be selected by the
Holders of a majority in aggregate principal amount of such
Transfer Restricted Notes included in such offering, subject to
the consent of the Company (which shall not be unreasonably
withheld or delayed), and such Holders shall be responsible for
all underwriting commissions and discounts in connection
therewith.



     
No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such
person’s Transfer Restricted Notes on the basis reasonably
provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other
documents reasonably required under the terms of such
underwriting arrangements.



     
9. Miscellaneous. (a) Amendments and
Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given, unless
the Company has obtained the written consent of Holders of a
majority in aggregate principal amount of the Notes, the
Exchange Notes and the Private Exchange Notes, taken as a single
class. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Notes,
Exchange Notes or Private Exchange Notes are being sold pursuant
to a Registration Statement and that does not directly or
indirectly affect the rights of other Holders may be given by
Holders of a majority in aggregate principal amount of the
Notes, the Exchange Notes and the Private Exchange Notes being
sold by such Holders pursuant to such Registration Statement.



     
(b) Notices. All notices and other communications
provided for or permitted hereunder shall be made in writing by
hand-delivery, first-class mail, telecopier or air courier
guaranteeing next-day delivery:






		
	 	     
    (i) if to a Holder, at the most current address given by
    such Holder to the Company in accordance with the provisions of
    this Section 9(b), which address initially is, with respect
    to each Holder, the address of such Holder maintained by the
    Registrar under the Indenture, with a copy in like manner to
    J.P. Morgan Securities Inc. and Citigroup Global Markets.
	 
	 	     
    (ii) if to an Initial Purchaser, initially at its address
    set forth in the Purchase Agreement; and
	 
	 	     
    (iii) if to the Company, initially at the address of the
    Company set forth in the Purchase Agreement.



     
All such notices and communications shall be deemed to have been
duly given: when delivered by hand, if personally delivered; one
business day after being delivered to a next-day air courier;
five business days after being deposited in the mail; and when
receipt is acknowledged by the recipient’s telecopier
machine, if sent by telecopier.



     
(c) Successors And Assigns. This Agreement shall be
binding upon the Company and its successors and assigns.



11







 



     
(d) Counterparts. This Agreement may be executed in
any number of counterparts (which may be delivered in original
form or by telecopier) and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to
be an original and all of which taken together shall constitute
one and the same agreement.



     
(e) Definition of Terms. For purposes of this
Agreement, (a) the term “business day”
means any day on which the New York Stock Exchange, Inc. is open
for trading, (b) the term “subsidiary” has
the meaning set forth in Rule 405 under the Securities Act
and (c) except where otherwise expressly provided, the term
“affiliate” has the meaning set forth in
Rule 405 under the Securities Act.



     
(f) Headings. The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise
affect the meaning hereof.



     
(g) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New
York.



     
(h) Remedies. In the event of a breach by the
Company or by any Holder of any of their obligations under this
Agreement, each Holder or the Company, as the case may be, in
addition to being entitled to exercise all rights granted by
law, including recovery of damages (other than the recovery of
damages for a breach by the Company of its obligations under
Sections 1 or 2 hereof for which liquidated damages have
been paid pursuant to Section 3 hereof), will be entitled
to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary damages would not be
adequate compensation for any loss incurred by reason of a
breach by it of any of the provisions of this Agreement and
hereby further agree that, in the event of any action for
specific performance in respect of such breach, it shall waive
the defense that a remedy at law would be adequate.



     
(i) No Inconsistent Agreements. The Company
represents, warrants and agrees that (i) it has not entered
into, shall not, on or after the date of this Agreement, enter
into any agreement that is inconsistent with the rights granted
to the Holders in this Agreement or otherwise conflicts with the
provisions hereof, (ii) it has not previously entered into
any agreement which remains in effect granting any registration
rights with respect to any of its debt securities to any person
and (iii) without limiting the generality of the foregoing,
without the written consent of the Holders of a majority in
aggregate principal amount of the then outstanding Transfer
Restricted Notes, it shall not grant to any person the right to
request the Company to register any debt securities of the
Company under the Securities Act unless the rights so granted
are not in conflict or inconsistent with the provisions of this
Agreement.



     
(j) No Piggyback on Registrations. Neither the
Company nor any of its security holders (other than the Holders
of Transfer Restricted Notes in such capacity) shall have the
right to include any securities of the Company in any Shelf
Registration or Registered Exchange Offer other than Transfer
Restricted Notes.



     
(k) Severability. The remedies provided herein are
cumulative and not exclusive of any remedies provided by law. If
any term, provision, covenant or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid,
illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their
reasonable best efforts to find and employ an alternative means
to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction.
It is hereby stipulated and declared to be the intention of the
parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or
unenforceable.



     
(l) Notes Held by the Company, etc. Whenever
the consent or approval of Holders of a specified percentage of
principal amount of the Notes, Exchange Notes or Private
Exchange Notes is required hereunder, Notes, Exchange Notes or
Private Exchange Notes, as applicable, held by the Company or
its affiliates (other than subsequent Holders of Notes, Exchange
Notes or Private Exchange Notes if such subsequent Holders are
deemed to be affiliates solely by reason of their holdings of
such Notes, Exchange



12







 




Notes or Private Exchange Notes) shall not be counted in
determining whether such consent or approval was given by the
Holders of such required percentage.



     
Please confirm that the foregoing correctly sets forth the
agreement among the Company and the Initial Purchasers.






		
	 	
    Very truly yours,
	 
	 	
    WYETH






			
	 	By: 	
    /s/ Jack M. O’Connor



		
	 	
     

	 	
    Name: Jack M. O’Connor



			
	 	Title:	
    Vice President and Treasurer




Accepted: November 14, 2005




Acting severally on behalf of themselves




and the several Initial Purchasers




listed in Schedule I hereto.






		
	
    J.P. MORGAN SECURITIES INC.	 






			
	By: 	
    /s/ Maria Sramek	 



		
	
     
	 
	
    Name: Maria Sramek
    	 



			
	Title:	
    Vice President	 






		
	
    CITIGROUP GLOBAL MARKETS INC.	 






			
	By: 	
    /s/ Gerard L. Eastman Jr.	 



		
	
     
	 
	
    Name: Gerard L. Eastman Jr.
    	 



			
	Title:	
    Managing Director	 



13






 




ANNEX A



     
Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must
acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Notes. The Letter of Transmittal
states that by so acknowledging and by delivering a prospectus,
a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities
Act. This Prospectus, as it may be amended or supplemented from
time to time, may be used by a broker-dealer in connection with
resales of Exchange Notes received in exchange for Notes where
such Notes were acquired by such broker-dealer as a result of
market-making activities or other trading activities. The
Company has agreed that, for a period of 180 days after the
Expiration Date (as defined herein), it will make this
Prospectus available to any broker-dealer for use in connection
with any such resale. See “Plan of Distribution”.








 




ANNEX B



     
Each broker-dealer that receives Exchange Notes for its own
account in exchange for Notes, where such Notes were acquired by
such broker-dealer as a result of market-making activities or
other trading activities, must acknowledge that it will deliver
a prospectus in connection with any resale of such Exchange
Notes. See “Plan of Distribution”.








 




ANNEX C




PLAN OF DISTRIBUTION



     
Each broker-dealer that receives Exchange Notes for its own
account pursuant to the Registered Exchange Offer must
acknowledge that it will deliver a prospectus in connection with
any resale of such Exchange Notes. This Prospectus, as it may be
amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of Exchange Notes
received in exchange for Notes where such Notes were acquired as
a result of market-making activities or other trading
activities. The Company has agreed that, for a period of
180 days after the Expiration Date, it will make this
prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale. In
addition,
until                     ,
all dealers effecting transactions in the Exchange Notes may be
required to deliver a prospectus.



     
The Company will not receive any proceeds from any sale of
Exchange Notes by broker-dealers. Exchange Notes received by
broker-dealers for their own account pursuant to the Registered
Exchange Offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange
Notes or a combination of such methods of resale, at market
prices prevailing at the time of resale, at prices related to
such prevailing market prices or at negotiated prices. Any such
resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer or the
purchasers of any such Exchange Notes. Any broker-dealer that
resells Exchange Notes that were received by it for its own
account pursuant to the Registered Exchange Offer and any broker
or dealer that participates in a distribution of such Exchange
Notes may be deemed to be an “underwriter” within the
meaning of the Securities Act and any profit on any such resale
of Exchange Notes and any commission or concessions received by
any such persons may be deemed to be underwriting compensation
under the Securities Act. The Letter of Transmittal states that,
by acknowledging that it will deliver and by delivering a
prospectus, a broker-dealer will not be deemed to admit that it
is an “underwriter” within the meaning of the
Securities Act.



     
For a period of 180 days after the Expiration Date the
Company will promptly send additional copies of this Prospectus
and any amendment or supplement to this Prospectus to any
broker-dealer that requests such documents in the Letter of
Transmittal. The Company has agreed to pay all expenses incident
to the Registered Exchange Offer (including the expenses of one
counsel for the Holders of the Notes) other than commissions or
concessions of any broker-dealers and will indemnify the Holders
of the Notes (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.






			
	 	o 	
    CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE
    10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
    AMENDMENTS OR SUPPLEMENTS THERETO.




Name: 




Address:




If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to
engage in, a distribution of Exchange Notes. If the undersigned
is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Notes that were acquired as a result of
market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus in connection
with any resale of such Exchange Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.