EX-4.3



 






Exhibit
4.3
Conformed Copy
EXECUTION COPY




     SIXTH SUPPLEMENTAL INDENTURE, dated as of November 14, 2005 (this “Sixth Supplemental
Indenture”), between WYETH (as successor to AMERICAN HOME PRODUCTS CORPORATION), a Delaware
corporation (the “Issuer”) and JPMORGAN CHASE BANK, N.A. (as successor to MANUFACTURERS
HANOVER TRUST COMPANY), as trustee (the “Trustee”).



W I T N E S S E T H




     WHEREAS, the Issuer and the Trustee have duly executed and delivered an Indenture, dated as of
April 10, 1992 (as amended on October 13, 1992, the “Indenture”), providing for the
authentication, issuance, delivery and administration of unsecured debentures, notes or other
evidences of indebtedness to be issued in one or more series by the Issuer (the
“Securities”);



     WHEREAS, pursuant to the terms of the Indenture, the Issuer desires to provide for the
establishment of new series of Securities (the “Notes”) to be issued under the Indenture in
an aggregate principal amount of up to $1,500,000,000, which may be authenticated and delivered as
provided in the Indenture;



     WHEREAS, the Issuer desires to amend the provisions of the Indenture to issue the Notes under
the terms of the Indenture as supplemented hereby;



     WHEREAS, Section 8.1 of the Indenture expressly permits the Issuer and the Trustee to enter
into one or more supplemental indentures for the purposes, inter alia, of establishing the forms
and terms of Securities to be issued under the Indenture or making certain provisions in the
Indenture which the Issuer deems necessary or desirable, and permits the execution of such
supplemental indentures without the consent of the Holders of any Securities then outstanding;



     WHEREAS, for the purposes hereinabove recited, and pursuant to due corporate action, the
Issuer has duly determined to execute and deliver to the Trustee this Sixth Supplemental Indenture;
and



     WHEREAS, all conditions and requirements necessary to make this Sixth Supplemental Indenture a
valid, legal and binding instrument in accordance with its terms have been done and performed, and
the execution and delivery hereof have been in all respects duly authorized;



     NOW, THEREFORE, in consideration of the premises, the Issuer and the Trustee mutually covenant
and agree as follows:



     SECTION 1. DEFINITIONS.



     1.1 All terms contained in this Sixth Supplemental Indenture shall, except as
specifically provided herein or except as the context may otherwise require, have the meanings
given to such terms in the Indenture.



 









 





     1.2 Unless the context otherwise requires, the following terms shall have the following
meanings:



     “Applicable Procedures” means, with respect to any transfer or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary that apply to
such transfer or exchange.



     “Depositary” means The Depository Trust Company or any other depositary from time to
time specified pursuant to the Indenture.



     “Definitive Note” means a certificated Note registered in the name of the Holder
thereof and issued in accordance with Section 4 hereof, substantially in the form of Exhibit A
hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule
of Exchanges of Interests in the Global Note” attached thereto.



     “Exchange Notes” has the meaning set forth in the Registration Rights Agreement.



     “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.



     “Exchange Offer Registration Statement” has the meaning set forth in the Registration
Rights Agreement.



     “Global Note Legend” means the legend set forth in Section 4.7(b) which is required to
be placed on all Global Notes issued under this Sixth Supplemental Indenture.



     “Global Notes” means, individually and collectively, each of the Restricted Global
Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto that bears
the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note”
attached thereto, issued in accordance with Section 4.2(d), 4.4(b) or 4.6 hereof.



     “Indirect Participant” means a person who holds a beneficial interest in a Global Note
through a Participant.



     “Initial Purchasers” has the meaning set forth in the Purchase Agreement dated as of
November 8, 2005, by and among the Issuer, J.P. Morgan Securities Inc. and Citigroup Global Markets
Inc. (as representatives of the several Initial Purchasers).



     “Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer
and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.



     “Non-U.S. Person” means any person that is not a U.S. person as defined in Rule 902(o)
under the Securities Act.



     “Notes” means the 5.50% Notes due 2016 and the 6.00% Notes due 2036 as those notes are
defined in Sections 2.1 and 2.2, respectively.



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     “Offshore Global Note” means a Global Note that initially bears the Temporary Offshore
Global Note Legend pursuant to section 3.2 hereof, originally issued and sold pursuant to
Regulation S.



     “Participant” means a person who has an account with the Depositary.



     “Participating Broker-Dealer” has the meaning set forth in the Registration Rights
Agreement.



     “Private Exchange” has the meaning set forth in the Registration Rights Agreement.



     “Private Exchange Notes” has the meaning set forth in the Registration Rights
Agreement.



     “Private Placement Legend” means the legend set forth in Section 4.7(a) to be placed
on all Notes issued under this Sixth Supplemental Indenture except where otherwise permitted by the
provisions of this Sixth Supplemental Indenture.



     “QIB” means a “qualified institutional buyer” as defined in Rule l44A.



     “Registrar” means the registrar specified from time to time pursuant to Section 3.2 of
the Indenture.



     “Registration Rights Agreement” means the Exchange and Registration Rights Agreement,
dated as of the date hereof, by and among the Issuer, J.P. Morgan Securities Inc. and Citigroup
Global Markets Inc. (as representatives of the several initial purchasers listed therein), as such
agreement may be amended, modified or supplemented from time to time.



     “Regulation S” means Regulation S under the Securities Act.



     “Restricted Definitive Note” means a Definitive Note bearing the Private Placement
Legend.



     “Restricted Global Note” means a Global Note bearing the Private Placement Legend.



     “Restricted Period” means the relevant 40-day distribution compliance period as
defined and provided in Regulation S.



     “Ru1e144” means Rule 144 promulgated under the Securities Act.



     “Rule 144A” means Rule 144A promulgated under the Securities Act.



     “Securities Act” means the Securities Act of 1933, as amended.



     “Shelf Registration Statement” has the meaning set forth in the Registration Rights
Agreement.



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     “Temporary Offshore Global Note Legend” means the legend set forth in Section 4.7(c).



     “Unrestricted Definitive Note” means one or more Definitive Notes that do not bear
and, pursuant to Section 4.7, are not required to bear the Private Placement Legend.



     “Unrestricted Global Note” means one or more Global Notes that do not bear and,
pursuant to Section 4.7, are not required to bear the Private Placement Legend.



     SECTION 2. TERMS AND CONDITIONS OF THE SECURITIES.



     There is hereby authorized the following series of Notes:



     2.1 5.50% Notes due 2016.



          (a) Two series of senior unsecured notes (collectively, the “5.50% Notes due 2016”) are hereby
authorized and designated as the “5.50% Series A Notes due 2016” and the “5.50% Series B Notes due
2016”.




          (b) The 5.50% Notes due 2016 shall be limited in aggregate principal amount to $1,000,000,000,
shall bear interest at a rate of 5.50% per annum, shall mature on February 15, 2016 and shall be
subject to optional redemption at any time by the Issuer pursuant to the terms set forth in the
form of Note with respect thereto.




          (c) The 5.50% Series A Notes due 2016 and the 5.50% Series B Notes due 2016 shall be identical
in all material respects except that the (i) 5.50% Series A Notes due 2016 and any 5.50% Series B
Notes due 2016 issued in the Private Exchange shall be issued bearing the Private Placement Legend
and (ii) 5.50% Series B Notes due 2016 issued pursuant to the Exchange Offer shall be issued
without bearing the Private Placement Legend. It is intended that the 5.50% Series A Notes due
2016 will be exchanged for the 5.50% Series B Notes due 2016 pursuant to Section 4.6 hereof.




     2.2 6.00% Notes due 2036.



          (a) Two series of senior unsecured notes (collectively, the “6.00% Notes due 2036”) are hereby
authorized and designated as the “6.00% Series A Notes due 2036” and the “6.00% Series B Notes due
2036”.




          (b) The 6.00% Notes due 2036 shall be limited in aggregate principal amount to $500,000,000,
shall bear interest at a rate of 6.00% per annum, shall mature on February 15, 2016 and shall be
subject to optional redemption at any time by the Issuer pursuant to the terms set forth in the
form of Note with respect thereto.




          (c) The 6.00% Series A Notes due 2036 and the 6.00% Series B Notes due 2036 shall be identical
in all material respects except that the (i) 6.00% Series A Notes due 2036 and any 6.00% Series B
Notes due 2036 issued in the Private Exchange shall be issued bearing the Private Placement Legend
and (ii) 6.00% Series B Notes due 2036 issued pursuant to the Exchange Offer shall be issued
without bearing the Private




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Placement Legend. It is intended that the 6.00% Series A Notes due 2036 will be exchanged for
the 6.00% Series B Notes due 2036 pursuant to Section 4.6 hereof.




     2.3 Issuance of Additional Securities. The Issuer shall be permitted to amend this
Sixth Supplemental Indenture in order to increase the aggregate principal amount of Notes of any
series that may be issued hereunder without the consent of the Holders of Notes of any series so
affected.



     SECTION 3. FORM OF NOTES.



     3.1 Form of Global Notes. The Notes shall be issued in the form of Global Notes
(including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global
Note” attached thereto and, in the case of Offshore Global Notes, initially including the Temporary
Offshore Global Note Legend). Each Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the aggregate principal
amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the
amount of any increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby shall be made by the Trustee, as custodian of the Global Notes, in accordance
with instructions given by the Holder thereof as required by Sections 3.2 and 4 hereof.



     3.2 Offshore Global Notes.



          (a) Each Note originally sold by the Initial Purchasers in reliance upon Regulation S will be
evidenced by one or more Offshore Global Notes bearing the Temporary Offshore Global Note Legend
and subject to the restrictions set forth in such Temporary Offshore Global Note Legend.




          (b) Upon expiration of the Restricted Period, the Temporary Offshore Global Note Legend will
be removed from each Offshore Global Note.




          (c) Notwithstanding any provisions to the contrary in this Sixth Supplemental Indenture,
Offshore Global Notes shall be treated as Global Notes in the application of all provisions of the
Indenture and this Sixth Supplemental Indenture, except in the application of the provisions of
this Section 3.2 and Section 4.7(c) hereof.




     SECTION 4. TRANSFER AND EXCHANGE.



     Notwithstanding any provisions to the contrary set forth in Article Two of the Indenture,
the following terms and conditions shall govern the transfer and exchange of the Notes.



     4.1 Transfer and Exchange of Global Notes. A Global Note may not be transferred as a
whole except by the Depositary to a nominee of the Depositary, by a



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nominee of the Depositary to the Depositary or to another nominee of the Depositary, the
Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.
All Global Notes will be exchanged by the Issuer for Definitive Notes if (i) the Issuer delivers
to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in
either case, a successor Depositary is not appointed by the Issuer within 90 days after the date of
such notice from the Depositary, (ii) the Issuer in its sole discretion determines that the Global
Notes (in whole but not in part) should be exchanged for individual Notes and delivers a written
notice to such effect to the Trustee or (iii) an Event of Default shall have occurred and be
continuing with respect to the Notes. Upon the occurrence of any of the preceding events in (i),
(ii) or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Every Note authenticated and delivered in exchange for, or in lieu of, a
Global Note or any portion thereof, pursuant to this Section 4 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for
another Note other than as provided in this Section 4, however, beneficial interests in a Global
Note may be transferred and exchanged as provided in Section 4.2, 4.3 or 4.6 hereof.



     4.2 Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes shall be effected through the Depositary,
in accordance with the provisions of the Indenture, as supplemented by this Sixth Supplemental
Indenture, and the Applicable Procedures. Beneficial interests in any Restricted Global Note
bearing the Private Placement Legend shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either subparagraph (a) or (b)
below, as applicable, as well as one or more of the other following subparagraphs, as applicable:



          (a) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any
Restricted Global Note may be transferred to persons who take delivery thereof in the form of a
beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions
set forth in the Private Placement Legend. Beneficial interests in any Unrestricted Global Note
may be transferred to persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note. No written orders or instructions shall be required to be delivered to
the Registrar to register the transfers described in this Section 4.2(a).




          (b) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection
with all transfers and exchanges of beneficial interests that are not subject to Section 4.2(a)
above, the transferor of such beneficial interest must deliver to the Depositary either (1) (A) a
written order from a Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to credit or cause to be credited a
beneficial interest in the Global Note, or in another Global Note in the case of an exchange, in an
amount equal to the beneficial interest to be transferred or exchanged and (B) instructions given
in accordance with the Applicable Procedures containing information regarding the Participant
account to be credited with such increase or (2) (A) a written order from a Participant or an
Indirect Participant given




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to the Depositary in accordance with the Applicable Procedures directing the Depositary to
cause to be issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (B) instructions given by the Depositary to the Registrar containing
information regarding the person in whose name such Definitive Note shall be registered to effect
the transfer or exchange referred to in (A) above. Upon consummation of an Exchange Offer by the
Issuer in accordance with Section 4.6 hereof, the requirements of this Section 4.2(b) shall be
deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the
Letter of Transmittal delivered by the holder of such beneficial interests in the Restricted Global
Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in the Indenture, as supplemented by this Sixth Supplemental
Indenture, and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust
the principal amount of the relevant Global Note(s) pursuant to Section 4.8 hereof.




          (c) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest
in any Restricted Global Note may be transferred to a person who takes delivery thereof in the form
of a beneficial interest in another Restricted Global Note if the transfer complies with the
requirements of Section 4.2(b) above and the transferor delivers a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof.




          (d) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in the Unrestricted Global Note. A beneficial interest in any Restricted Global Note may
be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or
transferred to a person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the requirements of Section
4.2(b) above and:





     (i) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of the beneficial interest to be
transferred, in the case of an exchange, or the transferee, in the case of a transfer,
certifies in the applicable Letter of Transmittal or via the Depositary’s book-entry system
that it is not (A) a broker-dealer, (B) a person participating in the distribution of the
Exchange Notes or (C) a person who is an affiliate (as defined in Rule 144) of the Issuer;
or




     (ii) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement; or




     (iii) such transfer is effected by a Participating Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights Agreement;
or




     (iv) the Registrar receives the following:




     (A) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a beneficial



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interest in an Unrestricted Global Note, a certificate from such holder in the
form of Exhibit C hereto, including the certifications in item (1 )(a) thereof; or




     (B) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a person who shall take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


and, in each such case set forth in this subparagraph (iv), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




     If any such transfer is effected pursuant to subparagraph (ii) or (iv) above at a time when an
Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon receipt of an
Issuer Order in accordance with Section 2.4 of the Indenture, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (ii) or (iv) above.



     Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to
persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global
Note.



     4.3 Transfer or Exchange of Beneficial Interests for Definitive Notes.



          (a) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. If any
holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial
interest for a Restricted Definitive Note or to transfer such beneficial interest to a person who
takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the
Registrar of the following documentation:





     (i) if the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in item (2)(a)
thereof;




     (ii) if such beneficial interest is being transferred to a QIB in accordance with Rule
l44A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;




     (iii) if such beneficial interest is being transferred to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or Rule 904 under the



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Securities Act, a certificate to the effect set forth in Exhibit B hereto, including
the certifications in item (2) thereof;




     (iv) if such beneficial interest is being transferred pursuant to an exemption from
the registration requirements of the Securities Act in accordance with Rule 144, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(a) thereof;




     (v) if such beneficial interest is being transferred to the Issuer or any of its
Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(b) thereof; or




     (vi) if such beneficial interest is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(c) thereof,


the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 4.8 hereof, and the Issuer shall execute and the Trustee shall
authenticate and deliver to the person designated in the instructions a Definitive Note in the
appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest in
a Restricted Global Note pursuant to this Section 4.3(a) shall be registered in such name or names
and in such authorized denomination or denominations as the holder of such beneficial interest
shall instruct the Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall make available for delivery such Definitive Notes to the
persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a
beneficial interest in a Restricted Global Note pursuant to this Section 4.3(a) shall bear the
Private Placement Legend and shall be subject to all restrictions on transfer contained therein.




          (b) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. A
holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest
for an Unrestricted Definitive Note or may transfer such beneficial interest to a person who takes
delivery thereof in the form of an Unrestricted Definitive Note only if:





     (i) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the holder of such beneficial interest, in the
case of an exchange, or the transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal that it is not (1) a broker-dealer, (2) a person
participating in the distribution of the Exchange Notes or (3) a person who is an affiliate
(as defined in Rule 144) of the Issuer;




     (ii) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (iii) such transfer is effected by a Participating Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights Agreement;
or



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     (iv) the Registrar receives the following:




     (A) if the holder of such beneficial interest in a Restricted Global Note proposes
to exchange such beneficial interest for a Definitive Note that does not bear the
Private Placement Legend, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (l)(b) thereof; or




     (B) if the holder of such beneficial interest in a Restricted Global Note proposes
to transfer such beneficial interest to a person who shall take delivery thereof in
the form of a Definitive Note that does not bear the Private Placement Legend, a
certificate from such holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;


and, in each such case set forth in this subparagraph (iv), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




     (c) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If
any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such
beneficial interest for a Definitive Note or to transfer such beneficial interest to a person who
takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions
set forth in Section 4.2(b) hereof, the Trustee shall cause the aggregate principal amount of the
applicable Global Note to be reduced accordingly pursuant to Section 4.8 hereof, and the Issuer
shall execute and the Trustee shall authenticate and make available for delivery to the person
designated in the instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 4.3(c) shall
be registered in such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall make available for
delivery such Definitive Notes to the persons in whose names such Notes are so registered. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 4.3(c) shall
not bear the Private Placement Legend.



     4.4 Transfer and Exchange of Definitive Notes for Beneficial Interests.



     (a) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes. If any
Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in
a Restricted Global Note or to transfer such Restricted Definitive Notes to a person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation:



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     (i) if the Holder of such Restricted Definitive Note proposes to exchange such Note
for a beneficial interest in a Restricted Global Note, a certificate from such Holder in
the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;




     (ii) if such Restricted Definitive Note is being transferred to a QIB in accordance
with Rule l44A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;




     (iii) if such Restricted Definitive Note is being transferred to a Non-U.S. Person in
an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (2) thereof;




     (iv) if such Restricted Definitive Note is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(a) thereof;




     (v) if such Restricted Definitive Note is being transferred to the Issuer or any of
its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(b) thereof; or




     (vi) if such Restricted Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(c) thereof;


the Trustee shall cancel the Restricted Definitive Note, increase or cause to be increased the
aggregate principal amount of the appropriate Restricted Global Note.




     (b) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A
Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Restricted Definitive Note to a person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only if:




     (i) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal
that it is not (1) a broker-dealer, (2) a person participating in the distribution of the
Exchange Notes or (3) a person who is an affiliate (as defined in Rule 144) of the Issuer;




     (ii) such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (iii) such transfer is effected by a Participating Broker-Dealer



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pursuant to the Exchange Offer Registration Statement in accordance with the
Registration Rights Agreement; or




     (iv) the Registrar receives the following:




     (A) if the Holder of such Definitive Notes proposes to exchange such Notes
for a beneficial interest in the Unrestricted Global Note, a certificate
from such Holder in the form of Exhibit C hereto, including the
certifications in item (1)(c) thereof; or




     (B) if the Holder of such Definitive Notes proposes to transfer such Notes
to a person who shall take delivery thereof in the form of a beneficial
interest in the Unrestricted Global Note, a certificate from such Holder in
the form of Exhibit B hereto, including the certifications in item (4)
thereof;


and, in each such case set forth in this subparagraph (iv), if the Registrar so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement Legend are no
longer required in order to maintain compliance with the Securities Act.




     Upon satisfaction of the conditions of any of the subparagraphs in this Section 4.4(b), the
Trustee shall cancel the Definitive Notes and increase or cause to be increased the aggregate
principal amount of the Unrestricted Global Note.



     (c) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A
Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Definitive Notes to a person who takes delivery thereof
in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a
request for such an exchange or registration of transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount
of one of the Unrestricted Global Notes.



     If any such exchange or registration of transfer from a Definitive Note to a beneficial
interest in a Global Note is effected pursuant to subparagraphs (b)(ii), (b)(iv) or (c) above at a
time when an Unrestricted Global Note has not yet been issued, the Issuer shall issue and, upon
receipt of an Issuer Order in accordance with Section 2.4 of the Indenture, the Trustee shall
authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.



     4.5 Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a
Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 4.5,
the Registrar shall register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or



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surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by
his attorney, duly authorized in writing. In addition, the requesting Holder shall provide any
additional certifications, documents and information, as applicable, required pursuant to the
following provisions of this Section 4.5.



     (a) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive
Note may be transferred to and registered in the name of persons who take delivery thereof in the
form of a Restricted Definitive Note if the Registrar receives the following:




     (i) if the transfer will be made pursuant to Rule l44A, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the certifications in item
(1) thereof; and




     (ii) if the transfer will be made pursuant to Rule 903 or Rule 904 under the
Securities Act, then the transferor must deliver a certificate in the form of Exhibit B
hereto, including the certifications in item (2) thereof;




     (iii) if the transfer will be made pursuant to any other exemption from the
registration requirements of the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3) thereof, if applicable.



     (b) Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive
Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a
person or persons who take delivery thereof in the form of an Unrestricted Definitive Note if:




     (i) such exchange or transfer is effected pursuant to the Exchange Offer in accordance
with the Registration Rights Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal
that it is not (1) a broker-dealer, (2) a person participating in the distribution of the
Exchange Notes or (3) a person who is an affiliate (as defined in Rule 144) of the Issuer;




     (ii) any such transfer is effected pursuant to the Shelf Registration Statement in
accordance with the Registration Rights Agreement;




     (iii) any such transfer is effected by a Participating Broker-Dealer pursuant to the
Exchange Offer Registration Statement in accordance with the Registration Rights Agreement;
or




     (iv) the Registrar receives the following:




     (A) if the Holder of such Restricted Definitive Notes proposes to exchange such
Notes for an Unrestricted Definitive Note, a certificate from



13









 







such Holder in the form of Exhibit C hereto, including the certifications in item
(1)(d) thereof; or




     (B) if the Holder of such Restricted Definitive Notes proposes to transfer such
Notes to a person who shall take delivery thereof in the form of an Unrestricted
Definitive Note, a certificate from such Holder in the form of Exhibit B hereto,
including the certifications in item (4) thereof;


and, in each such case set forth in this subparagraph (iv), if the Registrar so requests, an
Opinion of Counsel in form reasonably acceptable to the Issuer to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on transfer contained
herein and in the Private Placement Legend are no longer required in order to maintain compliance
with the Securities Act.




     (c) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A Holder of Unrestricted
Definitive Notes may transfer such Notes to a person who takes delivery thereof in the form of an
Unrestricted Definitive Note. Upon receipt of a request to register such a transfer, the Registrar
shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder
thereof.



     4.6 Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the
Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Issuer Order in
accordance with Section 2.4 of the Indenture, the Trustee shall authenticate (i) one or more
Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Restricted Global Notes tendered for acceptance by persons that certify
in the applicable Letters of Transmittal or via the Depositary’s book-entry system that (x) they
are not broker-dealers, (y) they are not participating in a distribution of the Exchange Notes and
(z) they are not affiliates (as defined in Rule 144) of the Issuer, and accepted for exchange in
the Exchange Offer and (ii) Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer.
In addition, if pursuant to the Registration Rights Agreement, any Holder is entitled to receive
Private Exchange Notes simultaneously with the consummation of the Exchange Offer and so requests,
the Issuer shall issue and, upon receipt of an Issuer Order in accordance with Section 2.4 of the
Indenture, the Trustee shall authenticate (i) one or more Restricted Global Notes that are
identical in all material respects to the Exchange Notes, except for the Private Placement Legend,
in an aggregate principal amount equal to the principal amount of the beneficial interests in the
Restricted Global Notes accepted for exchange in the Private Exchange and (ii) Restricted
Definitive Notes that are identical in all material respects to the Exchange Notes, except for the
Private Placement Legend, in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes accepted for exchange in the Private Exchange. Concurrently with the
issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee
shall authenticate and make available for delivery to the persons designated by the Holders of
Definitive Notes so accepted Definitive Notes in the appropriate principal amount.



14









 





     4.7 Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Sixth Supplemental Indenture unless specifically stated
otherwise in the applicable provisions hereof:



     (a) Private Placement Legend. Except as permitted by subparagraph (b) below, each Global Note
and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall
bear the legend in substantially the following form:




“THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF IS DEEMED TO HAVE AGREED TO BE BOUND
BY THE PROVISIONS OF A REGISTRATION RIGHTS AGREEMENT AMONG WYETH AND THE INITIAL
PURCHASERS, DATED NOVEMBER 14, 2005 (THE “REGISTRATION RIGHTS AGREEMENT”). WE WILL
PROVIDE A COPY OF THE REGISTRATION RIGHTS AGREEMENT TO A HOLDER WITHOUT CHARGE UPON WRITTEN
REQUEST TO US AT OUR PRINCIPAL PLACE OF BUSINESS.




THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH
REGISTRATION.




THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON
BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
TERMINATION DATE”) WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF
AND THE LAST DATE ON WHICH WYETH (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY
WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE
COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE l44A UNDER THE SECURITIES ACT (“RULE l44A”), TO A PERSON IT REASONABLY
BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE l44A THAT PURCHASES FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE l44A, (D) IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT OR (E) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION



15









 






REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR
TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY
OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.”


If Definitive Notes are issued, each Definitive Note will bear the following additional legend:





“IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH TRANSFER AGENT MAY REASONABLY REQUIRE
TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.”


Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to Sections
4.2(d), 4.3(b), 4.4(b), 4.4(c), 4.5(b), 4.5(c) or 4.6 (and all Notes issued in exchange therefor or
substitution thereof) shall not bear the Private Placement Legend.




     (b) Global Note Legends. Each Global Note shall bear legends in substantially the following
form:




“THIS [GLOBAL NOTE] [OFFSHORE GLOBAL NOTE] IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.9
OF THE INDENTURE, (II) THIS [GLOBAL NOTE] [OFFSHORE GLOBAL NOTE] MAY BE EXCHANGED IN WHOLE
BUT NOT IN PART PURSUANT TO SECTION 4.1 OF THE SIXTH SUPPLEMENTAL INDENTURE, (III) THIS
[GLOBAL NOTE] [OFFSHORE GLOBAL NOTE] MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.10 OF THE INDENTURE AND (IV) THIS [GLOBAL NOTE] [OFFSHORE GLOBAL
NOTE] MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.




UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS
NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE
OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS



16









 






CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(55 WATER STREET, NEW YORK, NEW YORK) (“DTC”) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY
BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.”



     (c) Temporary Offshore Global Note Legend. Each Offshore Global Note initially shall bear a
legend in substantially the following form:




THIS NOTE IS AN OFFSHORE GLOBAL NOTE. PRIOR TO THE EXPIRATION OF THE RELEVANT 40-DAY
DISTRIBUTION COMPLIANCE PERIOD APPLICABLE HERETO, AS DEFINED AND PROVIDED IN REGULATION S
(THE “RESTRICTED PERIOD”), BENEFICIAL INTERESTS HEREIN MAY NOT BE HELD BY ANY PERSON OTHER
THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON THAT PURCHASED SUCH INTEREST IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”). UPON EXPIRATION OF THE RESTRICTED PERIOD THIS LEGEND WILL BE REMOVED.
TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION
S”).



     4.8 Cancellation and/or Adjustment of Global Notes. At such time as all beneficial
interests in a particular Global Note have been exchanged for Definitive Notes or a particular
Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.10
of the Indenture. At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a person who will take delivery thereof in the form of a
beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes
represented by such Global Note shall be reduced accordingly and an endorsement shall be made on
such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect
such reduction; and if the beneficial interest is being exchanged for or transferred to a person
who will take delivery thereof in the form of a beneficial interest in another Global Note, such
other Global Note shall be increased accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.



     SECTION 5. MISCELLANEOUS.



     5.1 Ratification of Indenture. The Indenture, as supplemented by this Sixth
Supplemental Indenture, is in all respects ratified and confirmed, and this Sixth



17









 







Supplemental Indenture shall be deemed a part of the Indenture in the manner and to the extent
herein and therein provided.



     5.2 GOVERNING LAW. THIS SIXTH SUPPLEMENTAL INDENTURE, EACH NOTE AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS SIXTH SUPPLEMENTAL INDENTURE AND EACH NOTE SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.



     5.3 Counterparts. This Sixth Supplemental Indenture may be executed in several
counterparts, each of which shall be an original, and all collectively but one instrument.



     5.4 The Trustee. The Trustee shall not be responsible in any manner whatsoever for or
in respect of the validity or sufficiency of this Sixth Supplemental Indenture or for or in respect
of the recitals contained herein, all of which are made solely by the Issuer.




18









 








EXECUTION COPY




     IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be
executed as of the date first above written.



	 	 	 	 	 
	 	WYETH, as Issuer 

 	 
	 	By:  	/s/ Jack M. O'Connor	 
	 	 	Name:  Jack M. O'Connor
	 	 	Title:  Vice President and Treasurer
	 



	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Trustee

 	 
	 	By:  	/s/ Francine Springer	 
	 	 	Name:  Francine Springer
	 	 	Title:  Vice President
	 




 









 








EXECUTION COPY




EXHIBIT A




[FACE OF NOTE]




[Insert Global Note Legends, if applicable pursuant to the provisions of the Sixth

Supplemental Indenture]




[Insert the Private Placement Legend, if applicable pursuant to the provisions of the Sixth

Supplemental Indenture]




[Insert the Temporary Offshore Global Note Legend, if applicable pursuant to the provisions of the

Sixth Supplemental Indenture]




			
	No.                    
	 	$                    
	 
	 	CUSIP:                    






WYETH




•% [Series A] [Series B] Notes due ___




	 	 	 
	ORIGINAL ISSUE

	 	INTEREST PAYMENT
	DATE:

	 	DATES:
	 
	 	 
	INTEREST RATE:

	 	APPLICABILITY OF
	 

	 	OPTIONAL
	 

	 	REDEMPTION
	 

	 	PROVISIONS:
	 
	 	 
	MATURITY DATE:
	 	 






     Wyeth (as successor to American Home Products Corporation), a Delaware corporation
(together with its successors and assigns, the “Issuer”), for value received, hereby
promises to pay to ___, or registered assignees, the principal sum of___on the Maturity
Date specified above and to pay interest thereon at the Interest Rate per annum specified above,
semiannually in arrears on each Interest Payment Date specified above during each year commencing
on the Interest Payment Date next succeeding the Original Issue Date specified above, and at
maturity (or on any redemption or repayment date).



     Interest on this Note will accrue from the most recent Interest Payment Date to which interest
has been paid or duly provided for, or, if no interest has been paid or duly provided for, from the
Original Issue Date, until the principal hereof has been paid or duly made available for payment
(except as provided below). The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, subject to certain exceptions described herein, be paid to the
person in whose name this Note (or one or more



A-1









 







predecessor Notes) is registered at the close of business on the date 15 calendar days prior
to such Interest Payment Date (whether or not a Business Day) (each such date a “Record
Date”); provided, however, that interest payable at maturity (or on any redemption or repayment
date) will be payable to the person to whom the principal hereof shall be payable. As used herein,
“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized or required by law or regulation to
close in The City of New York.



     Payment of the principal of this Note, any premium and the interest due at maturity (or on any
redemption or repayment date) will be made in immediately available funds upon surrender of this
Note at the office or agency of the Paying Agent, as defined on the reverse hereof, maintained for
that purpose in the Borough of Manhattan, The City of New York, or at such other paying agency as
the Issuer may determine. Payment of the principal of and premium, if any, and interest on this
Note will be made by U.S. dollar check mailed to the address of the person entitled thereto as such
address shall appear in the Note register. A holder of U.S. $10,000,000 or more in aggregate
principal amount of Notes having the same Interest Payment Date will be entitled to receive
payments of interest, other than interest due at maturity or on any date of redemption or
repayment, by wire transfer of immediately available funds if appropriate wire transfer
instructions have been received by the Paying Agent in writing not less than 15 calendar days prior
to the applicable Interest Payment Date.



     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof; which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture, as defined on the reverse hereof, or be valid or obligatory for any purpose.



A-2









 





     IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed under its corporate
seal.



     DATED:



	 	 	 	 	 
	 	WYETH 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


TRUSTEE’S CERTIFICATE

OF AUTHENTICATION



This is one of the Notes referred

to in the within-mentioned Indenture.




	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as Trustee 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	Authorized Officer 	 



A-3









 






	 	 	 	 	 



[BACK OF NOTE]





     This Note is one of a duly authorized issue of [ ]% Series [A] [B] Notes due ___(the
“Notes”) of the Issuer. The Notes are issuable under an indenture, dated as of April 10,
1992 (as amended by the Supplemental Indenture dated as of October 13, 1992, and as further amended
by the Sixth Supplemental Indenture dated as of November 14, 2005, the “Indenture”), each
between the Issuer and JPMorgan Chase Bank, N.A. (successor to Manufacturers Hanover Trust
Company), as Trustee (the “Trustee,” which term includes any successor trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and immunities of the Issuer,
the Trustee and holders of the Notes and the terms upon which the Notes are, and are to be,
authenticated and delivered. The Issuer has appointed JPMorgan Chase Bank, N.A., at its principal
corporate trust office in The City of New York as the paying agent (the “Paying Agent,”
which term includes any additional or successor Paying Agent appointed by the Issuer) with respect
to the Notes. The terms of individual Notes may vary with respect to interest rates, interest rate
formulas, issue dates, maturity dates or otherwise, all as provided in the Indenture. To the
extent not inconsistent herewith, the terms of the Indenture are hereby incorporated by reference
herein.



     If so indicated on the face of this Note, this Note may be redeemed in whole or in part at the
option of the Issuer upon payment of the redemption price specified below. If the Issuer exercises
the option to redeem this Note, the redemption price will equal the greater of (i) 100% of the
principal amount of this Note or (ii) the sum, as determined by the Quotation Agent (defined
below), of the present value of the principal amount of this Note and the remaining scheduled
payments of interest on this Note from the redemption date to the Maturity Date, exclusive of
interest accrued to the redemption date (the “Remaining Life”), discounted from the scheduled
payment dates to the redemption date on a semiannual basis (assuming a 360-day year of 30-day
months) at the Treasury Rate (defined below) plus • basis points, plus accrued and unpaid interest
on the principal amount being redeemed to the date of redemption. Notice of redemption shall be
mailed to the registered holders of the Notes designated for redemption at their addresses as the
same shall appear on the Note register not less than 30 nor more than 60 days prior to the date
fixed for redemption, subject to all the conditions and provisions of the Indenture. In the event
of redemption of this Note in part only, a new Note or Notes for the amount of the unredeemed
portion hereof shall be issued in the name of the holder hereof upon the cancellation hereof.



     For purposes of the immediately preceding paragraph, the following defined terms shall have
the meanings specified:



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the Remaining Life that would be utilized, at
the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity with the Remaining Life.



A-4









 





     “Comparable Treasury Price” means, with respect to any redemption date, the average of two
Reference Treasury Dealer Quotations for such redemption date.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.



     “Reference Treasury Dealer” means each of J.P. Morgan Securities Inc. and Citigroup Global
Markets Inc., and their successors; provided, however, that if any of the foregoing ceases to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the
Issuer will substitute therefor another Primary Treasury Dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any redemption date, the average, as determined by the Trustee, of the bid and asked price for
the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City
time, on the third Business Day preceding such redemption date.



     “Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the
semiannual yield to maturity of the Comparable Treasury Issue, calculated on the third business day
preceding such redemption date using a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption
date.



     Interest payments on this Note will include interest accrued to but excluding the Interest
Payment Dates or the Maturity Date (or any earlier redemption or repayment date), as the case may
be. Interest payments for this Note will be computed and paid on the basis of a 360-day year of
twelve 30-day months.



     In the case where the Interest Payment Date or the Maturity Date (or any redemption or
repayment date) does not fall on a Business Day, payment of interest, premium, if any, or principal
otherwise payable on such date need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on the Interest Payment Date or
on the Maturity Date (or any redemption or repayment date), and no interest on such payment shall
accrue for the period from and after the Interest Payment Date or the Maturity Date (or any
redemption or repayment date) to such next succeeding Business Day.



     This Note and all the obligations of the Issuer hereunder are direct, unsecured obligations of
the Issuer and rank without preference or priority among themselves and pari passu with all other
existing and future unsecured and unsubordinated indebtedness of the Issuer, subject to certain
statutory exceptions in the event of liquidation upon insolvency.



     This Note, and any Note or Notes issued upon registration of transfer or exchange hereof, is
issuable only in fully registered form, without coupons, and is issuable only in denominations of
U.S. $2,000 and any integral multiple of U.S. $1,000 in excess thereof.



A-5









 





     The Trustee has been appointed registrar for the Notes, and the Trustee will maintain at its
principal corporate trust office in The City of New York a register for the registration and
transfer of Notes. This Note may be transferred at the aforesaid office of the Trustee by
surrendering this Note for cancellation, accompanied by a written instrument of transfer in form
satisfactory to the Trustee and duly executed by the registered holder hereof in person or by the
holder’s attorney duly authorized in writing, and thereupon the Trustee shall issue in the name of
the transferee or transferees, in exchange herefor, a new Note or Notes having identical terms and
provisions and having a like aggregate principal amount in authorized denominations, subject to the
terms and conditions set forth herein; provided, however, that the Trustee will not
be required (i) to register the transfer of or exchange any Note that has been called for
redemption in whole or in part, except the unredeemed portion of Notes being redeemed in part, (ii)
to register the transfer of or exchange any Note if the holder thereof has exercised his right, if
any, to require the Issuer to repurchase such Note in whole or in part, except the portion of such
Note not required to be repurchased, or (iii) to register the transfer of or exchange Notes to the
extent and during the period so provided in the Indenture with respect to the redemption of Notes.
Notes are exchangeable at said office for other Notes of other authorized denominations of equal
aggregate principal amount having identical terms and provisions. All such exchanges and transfers
of Notes will be free of charge, but the Issuer or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge in connection therewith. All Notes
surrendered for exchange shall be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and executed by the registered holder in person or by the holder’s
attorney duly authorized in writing. The date of registration of any Note delivered upon any
exchange or transfer of Notes shall be such that no gain or loss of interest results from such
exchange or transfer.



     In case any Note shall at any time become mutilated, defaced or be destroyed, lost or stolen
and such Note or evidence of the loss, theft or destruction thereof (together with the indemnity
hereinafter referred to and such other documents or proof as may be required in the premises) shall
be delivered to the Trustee, a new Note of like tenor will be issued by the Issuer in exchange for
the Note so mutilated or defaced, or in lieu of the Note so destroyed or lost or stolen, but, in
the case of any destroyed or lost or stolen Note, only upon receipt of evidence satisfactory to the
Trustee and the Issuer that such Note was destroyed or lost or stolen and, if required, upon
receipt also of indemnity satisfactory to each of them. All expenses and reasonable charges
associated with procuring such indemnity and with the preparation, authentication and delivery of a
new Note shall be borne by the owner of the Note mutilated, defaced, destroyed, lost or stolen.



     The Indenture provides that, (a) if an Event of Default (as defined in the Indenture) due to
the default in payment of principal of, or interest on, any series of debt securities issued under
the Indenture, including the series of Notes of which this Note forms a part, or due to the default
in the performance or breach of any other covenant or warranty of the Issuer applicable to the debt
securities of such series but not applicable to all outstanding debt securities issued under the
Indenture shall have occurred and be continuing, either the Trustee or the holders of not less than
25% in aggregate principal amount of all affected debt securities issued under the Indenture then
outstanding (treated as one class) may then declare the principal of all debt securities of all
such series and interest accrued thereon to



A-6









 







be due and payable immediately and (b) if an Event of Default due to a default in the
performance of any other of the covenants or agreements in the Indenture applicable to all
outstanding debt securities issued thereunder, including this Note, or due to certain events of
bankruptcy, insolvency and reorganization of the Issuer, shall have occurred and be continuing,
either the Trustee or the holders of not less than 25% in aggregate principal amount of all debt
securities issued under the Indenture then outstanding (treated as one class) may declare the
principal of all such debt securities and interest accrued thereon to be due and payable
immediately, but upon certain conditions such declarations may be annulled and past defaults may be
waived (except a continuing default in payment of principal of, or interest on, such debt
securities) by the holders of a majority in principal amount of the debt securities of all affected
series then outstanding.



     The Indenture permits the Issuer and the Trustee, with the consent of the holders of not less
than a majority in aggregate principal amount of the debt securities of all series issued under the
Indenture then outstanding and affected (voting as one class), to execute supplemental indentures
adding any provisions to or changing in any manner the rights of the holders of each series so
affected; provided that the Issuer and the Trustee may not, without the consent of the holder of
each outstanding debt security affected thereby, (a) extend the final maturity of any such debt
security, or reduce the principal amount thereof; or reduce the rate or extend the time of payment
of interest thereon, or reduce any amount payable on redemption or repayment thereof; or change the
currency of payment thereof, or impair or affect the right of any holder to institute suit for the
payment thereof; or (b) reduce the aforesaid percentage in principal amount of debt securities the
consent of the holders of which is required for any such supplemental indenture; or (c) modify any
of the foregoing provisions except to increase any such percentage or to provide that other
provisions cannot be modified or waived without the consent of each affected holder.



     So long as this Note shall be outstanding, the Issuer will cause to be maintained an office or
agency for the payment of the principal of and premium, if any, and interest on this Note as herein
provided in the Borough of Manhattan, The City of New York, and an office or agency in said Borough
of Manhattan for the registration, transfer and exchange as aforesaid of the Notes. The Issuer may
designate other agencies for the payment of said principal, premium and interest at such place or
places (subject to applicable laws and regulations) as the Issuer may decide. So long as there
shall be such an agency, the Issuer shall keep the Trustee advised of the names and locations of
such agencies, if any are so designated.



     With respect to moneys paid by the Issuer and held by the Trustee or any Paying Agent for
payment of the principal of or interest or premium, if any, on any Notes that remain unclaimed at
the end of two years after such principal, interest or premium shall have become due and payable
(whether at maturity or upon call for redemption or otherwise), (i) the Trustee or such Paying
Agent shall notify the holders of such Notes that such moneys shall be repaid to the Issuer and any
person claiming such moneys shall thereafter look only to the Issuer for payment thereof and (ii)
such moneys shall be so repaid to the Issuer. Upon such repayment all liability of the Trustee or
such Paying Agent with respect to such moneys shall thereupon cease, without, however, limiting in
any way



A-7









 







any obligation that the Issuer may have to pay the principal of or interest or premium, if
any, on this Note as the same shall become due.



     No provision of this Note or of the Indenture shall alter or impair the obligation of the
Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest
on this Note at the time, place and rate, and in the coin and currency, herein prescribed unless
otherwise agreed between the Issuer and the registered holder of this Note.



     Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee
and any agent of the Issuer or the Trustee may treat the holder in whose name this Note is
registered as the owner hereof for all purposes, whether or not this Note be overdue, and none of
the Issuer, the Trustee or any such agent shall be affected by notice to the contrary.



     No recourse under or upon any obligation, covenant or agreement contained in the Indenture, or
in this Note, or because of the indebtedness evidenced hereby, shall be had against any
incorporator, as such, or against any past, present or future stockholder, officer or director, as
such, of the Issuer or of any successor, either directly or through the Issuer or any successor,
under any rule of law, statute or constitutional provision or by the enforcement of any assessment
or by any legal or equitable proceeding or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly waived and released.



     This Note shall for all purposes be governed by, and construed in accordance with, the laws of
the State of New York.



     All terms used in this Note which are defined in the Indenture and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.



A-8









 





Assignment Form




To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to



 



(Insert assignee’s soc. sec. or tax I.D. no.)



 



 



 



 



 




(Print or type assignee’s name, address and zip code)



and irrevocably appoint



to transfer this Note on the books of the Issuer. The agent may substitute another to act for
him.



 




	 	 	 
	Date:
	 	 
	 
	 	 
	 

	 	Your Signature:
	 
	 	 
	 

	 	(Sign exactly as your name appears on the face of
this Note)
	 
	 	 
	 

	 	Tax Identification No:
	 
	 	 
	 

	 	SIGNATURE GUARANTEE:
	 
	 	 
	 	 	 
	 
	 	 
	 

	 	Signatures must be guaranteed by an “eligible guarantor
institution” meeting the requirements of the Registrar,
which requirements include membership or participation in
the Security Transfer Agent Medallion Program (“STAMP”) or
such other “signature guarantee program” as may be
determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended.






A-9









 





SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1




     The following exchanges of a part of this Global Note for an interest in another Global
Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for
an interest in this Global Note, have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	this Global Note	 	 	 	 
	 	 	Amount of decrease	 	 	Amount of increase	 	 	following such	 	 	Signature of	 
	Date of	 	in Principal Amount	 	 	in Principal Amount	 	 	decrease (or	 	 	authorized officer	 
	Exchange	 	of this Global Note	 	 	of this Global Note	 	 	increase)	 	 	of Trustee	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







 




			
	1	 	This should be included only if the Note is
issued in global form.




A-10









 










EXECUTION COPY




EXHIBIT B




[FORM OF CERTIFICATE OF TRANSFER]




Wyeth

Five Giralda Farms

Madison, New Jersey 07940

Attention: Secretary of the Company




JPMorgan Chase Bank, N.A.

4 New York Plaza

15th Floor

New York, NY 10004

Attention: Worldwide Securities Services




     Re: •% Series A Notes due                     



     Reference is hereby made to the Indenture, dated as of April 10, 1992, as amended by the
Supplemental Indenture, dated as of October 13, 1992 and as further amended by the Sixth
Supplemental Indenture, date as of November 14, 2005 (as so amended and supplemented, the
"Indenture”), between Wyeth (as successor to American Home Products Corporation), a Delaware
corporation, as issuer (the “Company”), and JPMorgan Chase Bank, N.A. (as successor to
Manufacturers Hanover Trust Company), as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.



                         , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such
Note[s] specified in Annex A hereto, in the principal amount of $                     in such Note[s] or
interests (the “Transfer”), to                      (the “Transferee”), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:



[CHECK ALL THAT APPLY]





	1.	 	o Check if Transferee will take delivery of a beneficial interest in a Restricted
Global Note or a Restricted Definitive Note Pursuant to Rule 144A. The Transfer is being
effected pursuant to and in accordance with Rule l44A under the United States Securities Act
of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further
certifies that the beneficial interest or Restricted Definitive Note is being transferred to a
person that the Transferor reasonably believed and believes is purchasing the beneficial
interest or Restricted Definitive Note for its own account, or for one or more accounts with
respect to which such person exercises sole investment discretion, and such person and each
such account is a “qualified institutional buyer” within the meaning of Rule 144A in a
transaction meeting the requirements of Rule 144A and such Transfer is in




B-1









 






	 	 	compliance with any applicable blue sky securities laws of any state of the United States.
Upon consummation of the proposed Transfer in accordance with the terms of the Indenture,
the transferred beneficial interest or Restricted Definitive Note will be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act.






	2.	 	o Check if Transferee will take delivery of a beneficial interest in a Restricted
Global Note or a Restricted Definitive Note Pursuant to Regulation S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and,
accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any person acting on its
behalf reasonably believed and believes that the Transferee was outside the United States or
(y) the transaction was executed in, on or through the facilities of a designated offshore
securities market and neither such Transferor nor any person acting on its behalf knows that
the transaction was prearranged with a buyer in the United States, (ii) no directed selling
efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act and (iii) the transaction is not part of a plan or
scheme to evade the registration requirements of the Securities Act. Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred beneficial
interest or Restricted Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.






	3.	 	o Check and complete if Transferee will take delivery of a beneficial interest in
a Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or
Regulation S. The Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable blue sky
securities laws of any state of the United States, and accordingly the Transferor hereby
further certifies that (check one):





               (a) o such Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act;



               or



               (b) o such Transfer is being effected to the Company or a subsidiary thereof;



               or



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               (c) o such Transfer is being effected pursuant to an effective registration
statement under the Securities Act and in compliance with the prospectus delivery requirements of
the Securities Act.




	4.	 	o Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.





               (a) o Check if Transfer is pursuant to Rule 144. (i) The Transfer is being
effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance
with the transfer restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.



               (b) o Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in
compliance with the transfer restrictions contained in the Indenture and any applicable blue sky
securities laws of any state of the United States and (ii) the restrictions on transfer contained
in the Indenture and the Private Placement Legend are not required in order to maintain compliance
with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms
of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject
to the restrictions on transfer enumerated in the Private Placement Legend printed on the
Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.



               (c) o Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is being
effected pursuant to and in compliance with an exemption from the registration requirements of the
Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities laws of any State of
the United States and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the Securities Act. Upon
consummation of the proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



B-3









 





	 	 	 	 	 
	 	[Insert Name of Transferor] 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	Dated:                     , ______ 	 	Title:  	 	 
	 




B-4









 





ANNEX A TO CERTIFICATE OF TRANSFER





	 	1.	 	The Transferor owns and proposes to transfer the following:





[CHECK ONE OF (a) OR (b)]





	 	(a)	 	o a beneficial interest in the Restricted Global Note; or
	 
	 	(b)	 	o a Restricted Definitive Note.
	 
	 	2.	 	After the Transfer the Transferee will hold:





[CHECK ONE]





	 	(a)	 	a beneficial interest in the:






	 	(i)	 	o Restricted Global Note (CUSIP                     ), or
	 
	 	(ii)	 	o Unrestricted Global Note (CUSIP                     ); or






	 	(b)	 	o Restricted Definitive Note; or
	 
	 	(c)	 	o an Unrestricted Definitive Note,





     in accordance with the terms of the Indenture.



B-5









 








EXECUTION COPY




EXHIBIT C




[FORM OF CERTIFICATE OF EXCHANGE]




Wyeth

Five Giralda Farms

Madison, New Jersey 07940

Attention: Secretary of the Company




JPMorgan Chase Bank, N.A.

4 New York Plaza

15th Floor

New York, NY 10004

Attention: Worldwide Securities Services




     Re: •% Series A Notes due ___



     Reference is hereby made to the Indenture, dated as of April 10, 1992, as amended by the
Supplemental Indenture, dated as of October 13, 1992 and as further amended by the Sixth
Supplemental Indenture, date as of November 14, 2005 (as so amended and supplemented, the
"Indenture”), between Wyeth (as successor to American Home Products Corporation), a Delaware
corporation, as issuer (the “Company”), and JPMorgan Chase Bank, N.A. (as successor to
Manufacturers Hanover Trust Company), as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.



                         , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such
Note[s] specified herein, in the principal amount of $                     in such Note[s] or interests
(the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:




	1.	 	Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global
Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global
Note.





     (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to
beneficial interest in an Unrestricted Global Note. In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global
Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in
accordance with the United States Securities Act of 1933, as amended (the “Securities Act”), (iii)
the restrictions on transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the beneficial interest
in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky
securities laws of any state of the United States.



     (b) o Check if Exchange is from beneficial interest in a Restricted Global Note to
Unrestricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest
in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the
Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange



C-1









 







has been effected in compliance with the transfer restrictions applicable to the Restricted
Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the United States.



     (c) o Check if Exchange is from Restricted Definitive Note to beneficial interest
in an Unrestricted Global Note. In connection with the Owner’s Exchange of a Restricted Definitive
Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions
on transfer contained in the Indenture and the Private Placement Legend are not required in order
to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired
in compliance with any applicable blue sky securities laws of any state of the United States.



     (d) o Check if Exchange is from Restricted Definitive Note to Unrestricted
Definitive Note. In connection with the Owner’s Exchange of a Restricted Definitive Note for an
Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is
being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant
to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with
any applicable blue sky securities laws of any state of the United States.




	2.	 	Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global
Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes.





     (a) o Check if Exchange is from beneficial interest in a Restricted Global Note to
Restricted Definitive Note. In connection with the Exchange of the Owner’s beneficial interest in
a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the
Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and
in the Indenture and the Securities Act.



     (b) o Check if Exchange is from Restricted Definitive Note to beneficial interest
in a Restricted Global Note. In connection with the Exchange of the Owner’s Restricted Definitive
Note for a beneficial interest in the Restricted Global Note, the Owner hereby certifies (1) the
beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the



C-2









 







restrictions on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.



     This certificate and the statements contained herein are made for your benefit and the benefit
of the Company.



	 	 	 	 	 
	 	 


[Insert Name of Owner] 

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Dated:                     , ______





C-3