Exh


Exhibit 4.1

 

PFIZER INC.



  and



  THE BANK OF NEW YORK MELLON,



  as Trustee and Principal Paying Agent



  SECOND SUPPLEMENTAL INDENTURE



  Dated as of June 2, 2009



  to



  INDENTURE



  Dated as of January 30, 2001

 


  
    
      
        
          €1,850,000,000 3.625% Notes due 2013

€2,000,000,000 4.750% Notes due 2016

€2,000,000,000 5.750% Notes due 2021

£1,500,000,000 6.500% Notes due 2038

        

      

    

  







  TABLE OF CONTENTS



    
      
         

        

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                

                                  Page

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      ARTICLE ONE

        Definitions 

    

  





  Section 101 Definition of Terms.........................................................................
  7 




  
    
      ARTICLE TWO

        General Terms and Conditions of the Euro Notes due 2013 

    

  





  Section 201 Designation and Principal Amount....................................................
  7 

  Section 202 Maturity...........................................................................................7
  

  Section 203 Form and Denominations.................................................................
  7 

  Section 204 Interest and Interest Payment Dates.................................................
  7 

  Section 205 Method of Payment.........................................................................
  8 

  Section 206 Further Issues of the Euro Notes due 2013......................................
  8 

  Section 207 Redemption.................................................................................... 8
  

  Section 208 Global Securities.............................................................................
  8 




  
    
      ARTICLE THREE

        General Terms and Conditions of the Euro Notes due 2016 

    

  





  Section 301 Designation and Principal Amount.....................................................9
  

  Section 302 Maturity...........................................................................................9
  

  Section 303 Form and Denominations.................................................................
  9 

  Section 304 Interest and Interest Payment Dates.................................................
  9 

  Section 305 Method of Payment.........................................................................
  9 

  Section 306 Further Issues of the Euro Notes due 2016......................................
  9 

  Section 307 Redemption...................................................................................
  10 

  Section 308 Global Securities............................................................................
  10 




  
    
      ARTICLE FOUR

        General Terms and Conditions of the Euro Notes due 2021 

    

  





  Section 401 Designation and Principal Amount..................................................
  10 

  Section 402 Maturity.........................................................................................10
  

  Section 403 Form and Denominations...............................................................
  10 

  Section 404 Interest and Interest Payment Dates...............................................
  10 

  Section 405 Method of Payment.......................................................................
  11 

  Section 406 Further Issues of the Euro Notes due 2021....................................
  11 

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  Section 407 Redemption..................................................................................
  11 

  Section 408 Global Securities...........................................................................
  11 


  
    
      

        ARTICLE FIVE

        General Terms and Conditions of the Sterling Notes 

    

  





  Section 501 Designation and Principal Amount..................................................
  12 

  Section 502 Maturity........................................................................................
  12 

  Section 503 Form and Denominations...............................................................
  12 

  Section 504 Interest and Interest Payment Dates................................................12
  

  Section 505 Method of Payment.......................................................................
  12 

  Section 506 Further Issues of the Sterling Notes............................................... 
  12 

  Section 507 Redemption...................................................................................
  13 

  Section 508 Global Securities......................................................................... ..
  13 


  
    
      

        ARTICLE SIX

        General Terms of the Notes

    

  





  Section 601 Issues of the Notes........................................................................
  13 

  Section 602 Interest Accrual.............................................................................
  14 

  Section 603 Calculation of Broken Interest....................................................... 
  14 

  Section 604 Payment in respect of Notes..........................................................
  14 

  Section 605 Missing Unmatured Coupons.........................................................
  15 

  Section 606 Payments subject to Applicable Laws...........................................  15
  

  Section 607 Payment only on a Presentation Date...........................................  
  15 

  Section 608 Appointment of Paying Agents and Common Safe-keeper............ 
  16 

  Section 609 Holder Absolute Owner................................................................ 16
  

  Section 610 Status of the Notes........................................................................
  16 

  Section 611 Purchases......................................................................................
  17 


  
    
      

        ARTICLE SEVEN

        Optional Redemption of the Notes; No Sinking Fund 

    

  





  Section 701 Redemption for Taxation Reasons .................................................
  17 

  Section 702 Optional Redemption by Company................................................
  18 

  Section 703 Provisions Relating to Partial Redemption............................... .....  
  20 

  Section 704 Cancellation..................................................................................
   20 

  Section 705 Notices Final.................................................................................
   21 

  Section 706 No Sinking Fund............................................................................
  21 



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      ARTICLE EIGHT

        Original Issue Amount of Notes 

    

  





  Section 801 Original Issue Amount of the Euro Notes due 2013.......................
  21 

  Section 802 Original Issue Amount of the Euro Notes due 2016.......................
  21 

  Section 803 Original Issue Amount of the Euro Notes due 2021.......................
  21 

  Section 804 Original Issue Amount of the Sterling Notes..................................
  21 




  
    
      ARTICLE NINE

        Particular Covenants of the Company

    

  



 

  Section 901 Limitations on Liens.....................................................................
  22 

  Section 902 Limitations on Sale Leaseback Transactions.................................
  22 

  Section 903 Subsidiary Guarantees.................................................................
  22 

  Section 904 Defined Terms.............................................................................
  24 


  
    
      

        ARTICLE TEN

        Taxation

    

  





  Section 1001 Payment without Withholding.......................................................
  26 

  Section 1002 Interpretation...............................................................................
  27 

  Section 1003 Additional Amounts.....................................................................
  28 




  
    
      ARTICLE ELEVEN

        Prescription 

    

  





  Section 1101 Prescription..................................................................................
  28 




  
    
      ARTICLE TWELVE 

        Miscellaneous 

    

  





  Section 1201 Enforcement.................................................................................
  29 

  Section 1202 Replacement of Notes and Coupons.............................................
  29 

  Section 1203 Notices.........................................................................................29
  

  Section 1204 Amendments, Consents and Waivers............................................
  29 

  Section 1205 Meetings.......................................................................................29
  

  Section 1206 Euroclear and Clearstream, Luxembourg.......................................
  30 

  Section 1207 Ratification of Indenture; Controlling Terms.................................
    30 

  Section 1208 Trustee Not Responsible for Recitals...........................................   30
  

  Section 1209 Governing Law............................................................................
   30 

  Section 1210 Separability .................................................................................. 30
  



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Section 1211 Counterparts..................................................................................
  30 





  -4- 





  Exhibits



  Exhibit A      Form of Temporary Global Security
  Representing the Euro Notes due 2013

  Exhibit B      Form of Permanent Global Security
  Representing the Euro Notes due 2013

  Exhibit C      Form of Definitive Bearer Security
  Representing the Euro Notes due 2013 and Related Coupon

  Exhibit D      Form of Temporary Global Security
  Representing the Euro Notes due 2016

  Exhibit E      Form of Permanent Global Security
  Representing the Euro Notes due 2016

  Exhibit F      Form of Definitive Bearer Security
  Representing the Euro Notes due 2016 and Related Coupon

  Exhibit G     Form of Temporary Global Security
  Representing the Euro Notes due 2021

  Exhibit H     Form of Permanent Global Security Representing
  the Euro Notes due 2021

  Exhibit  I     Form of Definitive Bearer Security
  Representing the Euro Notes due 2021 and Related Coupon

  Exhibit  J     Form of Temporary Global Security
  Representing the Sterling Notes

  Exhibit  K    Form of Permanent Global Security Representing
  the Sterling Notes

  Exhibit  L     Form of Definitive Bearer Security
  Representing the Sterling Notes and Related Coupon 

-5-



SECOND SUPPLEMENTAL INDENTURE, dated as of June 2, 2009 (the "Second Supplemental
  Indenture"), between Pfizer Inc., a corporation duly organized and existing
  under the laws of the State of Delaware, having its principal office at 235
  East 42nd Street, New York, New York, 10017 (the "Company"), and The
  Bank of New York Mellon (formerly The Bank of New York, a New York banking corporation
  (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly
  The Chase Manhattan Bank (successor to The Chase Manhattan Bank (National Association))))),
  as trustee (the "Trustee") and principal paying agent (the "Principal
  Paying Agent").

  

  WHEREAS, the Company executed and delivered the indenture, dated as of January
  30, 2001, to the Trustee (the "Base Indenture"), to provide for the
  issuance of the Company's notes, bonds, debentures or any other evidences of
  indebtedness (the "Securities");

  

  WHEREAS, pursuant to Section 901 of the Base Indenture, the Company desires
  to provide for the issuance of (i) a new series of its Securities to be known
  as its 3.625 per cent. Notes due 2013 (the "Euro Notes due 2013"),
  (ii) a new series of its Securities to be known as its 4.750 per cent. Notes
  due 2016 (the "Euro Notes due 2016"), (iii) a new series of its Securities
  to be known as its 5.750 per cent. Notes due 2021 (the "Euro Notes due
  2021" and, together with the Euro Notes due 2013 and the Euro Notes due
  2016, the "Euro Notes"), and (iv) a new series of its Securities to
  be known as its 6.500 per cent. Notes due 2038 (the "Sterling Notes"
  and together with the Euro Notes, the "Notes" and individually, each
  a series of Notes) and to establish the forms of the Notes thereof, as in Section
  202 of the Base Indenture provided, and to set forth the terms thereof, as in
  Section 301 of the Base Indenture provided and to provide for the application
  thereto of the covenants set forth in Article Nine hereof, as in Section 901(2)
  of the Base Indenture provided;

  

  WHEREAS, the Securities Committee of the Company, pursuant to an authorization
  of the Board of Directors of the Company dated June 27, 2002, has duly authorized,
  by a resolution duly adopted on May 27, 2009, the issuance of up to €1,850,000,000
  aggregate principal amount of the Euro Notes due 2013, €2,000,000,000 aggregate
  principal amount of the Euro Notes due 2016, €2,000,000,000 aggregate principal
  amount of the Euro Notes due 2021 and £1,500,000,000 aggregate principal
  amount of the Sterling Notes;

  

  WHEREAS, the Company has requested that the Trustee execute and deliver this
  Second Supplemental Indenture; and



  WHEREAS, all things necessary to make this Second Supplemental Indenture a valid
  agreement of the Company, in accordance with its terms, and to make the Notes,
  when executed by the Company and authenticated and delivered by the Trustee,
  the valid obligations of the Company, have been done;

  

  NOW THEREFORE, in consideration of the premises and the purchase and acceptance
  of each series of Notes by the Holders thereof, and for the purpose of setting
  forth, as provided in the Base Indenture and the Second Supplemental Indenture
  (together the

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 "Indenture"), the forms and terms of the Notes, it is mutually covenanted
  and agreed, for the equal and proportionate benefit of all Holders of the Notes,
  as follows:



  ARTICLE ONE

  

  DEFINITIONS



  Section 101 Definition of Terms. Unless the context otherwise requires:

  

  (a) each term defined in the Base Indenture has the same meaning when used in
  this Second Supplemental Indenture;

  (b) each term defined anywhere in this Second Supplemental Indenture has the
  same meaning throughout;

  (c) the singular includes the plural and vice versa; and

  (d) headings are for convenience of reference only and do not affect interpretation.



  ARTICLE TWO

  

  GENERAL TERMS AND CONDITIONS OF THE EURO NOTES DUE 2013



  Section 201 Designation and Principal Amount. There is hereby authorized
  and established a series of Securities under the Indenture, as authorized from
  time to time pursuant to resolutions of the Company or the maximum authorized
  in each Company Order, designated as the "Euro Notes due 2013", which
  is not limited in aggregate principal amount. The aggregate principal amount
  of the Euro Notes due 2013 to be issued as of the date hereof is set forth in
  Article Eight hereof.

  

  Section 202 Maturity. The Stated Maturity of principal of the Euro Notes
  due 2013 is June 3, 2013.

  

  Section 203 Form and Denominations. The Euro Notes due 2013 shall be
  in bearer form, serially numbered and shall be issuable in denomination of €50,000
  (fifty thousand Euros) and, in the case of definitive Bearer Securities, with
  Coupons attached on issue. The Euro Notes due 2013 are intended to be held in
  a manner which would allow Eurosystem eligibility. 

  

  Section 204 Interest and Interest Payment Dates. The Euro Notes due 2013
  bear interest from and including June 3, 2009 at the rate of 3.625 per cent.
  Per annum, payable annually in arrear on each June 3 (each an "Interest
  Payment Date"). The first payment (representing a full year's interest)
  (for the period from and including June 3, 2009 but excluding

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 June 3, 2010 and amounting to €1,812.50 per €50,000 principal amount
  of Euro Notes due 2013) shall be made on June 3, 2010.

  

  Section 205 Method of Payment. Payments made outside the United States
  with respect to the Euro Notes due 2013 represented by a definitive Bearer Security
  will be made by credit or wire transfer to a Euro account (or any other account
  to which Euro may be credited or transferred) located outside the United States
  specified by the payee or, at the option of the payee, by Euro. The Dollar equivalent
  of the Euro-denominated payment amount shall be calculated by the method described
  in Section 312(g) of the Base Indenture.

  

  Section 206 Further Issues of the Euro Notes due 2013. The Company may
  without the consent of the Holders of the Euro Notes due 2013 create and issue
  further Euro Notes due 2013 (whether in bearer or registered form) either (i)
  ranking pari passu in all respects (or in all respects save for the first payment
  of interest thereon) as the Euro Notes due 2013 and so that the such further
  Euro Notes due 2013 shall be consolidated and form a single series with the
  outstanding Euro Notes due 2013 constituted by the Indenture or any supplemental
  indenture, in accordance with the rules and procedures of Euroclear and/or Clearstream,
  Luxembourg or (ii) upon such terms as to ranking, interest, conversion, redemption
  and otherwise as the Company may determine at the time of the issue. Any further
  notes or bonds which are to form a single series with the outstanding Euro Notes
  due 2013 constituted by the Indenture or any supplemental indenture shall, and
  any other further notes or bonds may (with the consent of the Trustee), be constituted
  by an indenture supplemental to the Indenture. 

  

  Section 207 Redemption. The Euro Notes due 2013 are subject to the redemption
  provisions set forth in Sections 701, 702(a) and 703 hereof.

  

  Section 208 Global Securities. Upon their original issuance, the Euro
  Notes due 2013 will be represented by a single temporary Global Security in
  or substantially in the form attached hereto as Exhibit A which will be exchanged
  in accordance with its terms for a permanent Global Security in or substantially
  in the form attached hereto as Exhibit B. The permanent Global Security representing
  the Euro Notes due 2013 will be exchangeable for definitive Bearer Securities
  in accordance with its terms. Definitive Bearer Securities in or substantially
  in the form attached hereto as Exhibit C may be delivered in exchange for any
  portion of a temporary or permanent Global Security representing the Euro Notes
  due 2013 in accordance with Sections 304 and 305 of the Base Indenture. Such
  Exhibits A, B and C, in the forms attached hereto, and the provisions thereof,
  shall be incorporated in, deemed to be, and construed as part of, this Second
  Supplemental Indenture. The Global Securities representing the Euro Notes due
  2013 shall be delivered to the London office of the Principal Paying Agent in
  its capacity as common service provider, shall be authenticated by or on behalf
  of the Principal Paying Agent, and shall, in the case of a Eurosystem-eligible
  NGN, be effectuated by Clearstream, Luxembourg (in its capacity as common safe-keeper),
  acting on the instructions of the Principal Paying Agent. 

-8-



 

ARTICLE THREE

  

  GENERAL TERMS AND CONDITIONS OF THE EURO NOTES DUE 2016



  Section 301 Designation and Principal Amount. There is hereby authorized
  and established a series of Securities under the Indenture, as authorized from
  time to time pursuant to resolutions of the Company or the maximum authorized
  in each Company Order, designated as the "Euro Notes due 2016" which
  is not limited in aggregate principal amount. The aggregate principal amount
  of the Euro Notes due 2016 to be issued as of the date hereof is set forth in
  Article Eight hereof.

  

  Section 302 Maturity. The Stated Maturity of principal of the Euro Notes
  due 2016 is June 3, 2016.

  

  Section 303 Form and Denominations. The Euro Notes due 2016 shall be
  in bearer form, serially numbered and shall be issuable in denomination of €50,000
  (fifty thousand Euros) and, in the case of definitive Bearer Securities, with
  Coupons attached on issue. The Euro Notes due 2016 are intended to be held in
  a manner which would allow Eurosystem eligibility. 

  

  Section 304 Interest and Interest Payment Dates. The Euro Notes due 2016
  bear interest from and including June 3, 2009 at the rate of 4.750 per cent.
  Per annum, payable annually in arrear on each Interest Payment Date. The first
  payment (representing a full year's interest) (for the period from and including
  June 3, 2009 but excluding June 3, 2010 and amounting to €2,375.00 per
  €50,000 principal amount of Euro Notes due 2016) shall be made on June
  3, 2010.

  

  Section 305 Method of Payment. Payments made outside the United States
  with respect to the Euro Notes due 2016 represented by a definitive Bearer Security
  will be made by credit or wire transfer to a Euro account (or any other account
  to which Euro may be credited or transferred) located outside the United States
  specified by the payee or, at the option of the payee, by Euro. The Dollar equivalent
  of the Euro-denominated payment amount shall be calculated by the method described
  in Section 312(g) of the Base Indenture. 

  

  Section 306 Further Issues of the Euro Notes due 2016. The Company may
  without the consent of the Holders of the Euro Notes due 2016 create and issue
  further Euro Notes due 2016 (whether in bearer or registered form) either (i)
  ranking pari passu in all respects (or in all respects save for the first payment
  of interest thereon) as the Euro Notes due 2016 and so that such further Euro
  Notes due 2016 shall be consolidated and form a single series with the outstanding
  Euro Notes due 2016 constituted by the Indenture or any supplemental indenture,
  in accordance with the rules and procedures of Euroclear and/or Clearstream,
  Luxembourg or (ii) upon such terms as to ranking, interest, conversion, redemption
  and otherwise as the Company may determine at the time of the issue. Any further
  notes or bonds which are to form a single series with the outstanding Euro Notes
  due 2016 constituted by the Indenture or any 

 

-9-



supplemental indenture shall, and any other further notes or bonds may (with
  the consent of the Trustee), be constituted by an indenture supplemental to
  the Indenture.

  

  Section 307 Redemption. The Euro Notes due 2016 are subject to the redemption
  provisions set forth in Sections 701, 702(b) and 703 hereof.

  

  Section 308 Global Securities. Upon their original issuance, the Euro
  Notes due 2016 will be represented by a single temporary Global Security in
  or substantially in the form attached hereto as Exhibit D which will be exchanged
  in accordance with its terms for a permanent Global Security in or substantially
  in the form attached hereto as Exhibit E. The permanent Global Security representing
  the Euro Notes due 2016 will be exchangeable for definitive Bearer Securities
  in accordance with its terms. Definitive Bearer Securities in or substantially
  in the form attached hereto as Exhibit F may be delivered in exchange for any
  portion of a temporary or permanent Global Security representing the Euro Notes
  due 2016 in accordance with Sections 304 and 305 of the Base Indenture. Such
  Exhibits D, E and F, in the forms attached hereto, and the provisions thereof,
  shall be incorporated in, deemed to be, and construed as part of, this Second
  Supplemental Indenture. The Global Securities representing the Euro Notes due
  2016 shall be delivered to the London office of the Principal Paying Agent in
  its capacity as common service provider, shall be authenticated by or on behalf
  of the Principal Paying Agent, and shall, in the case of a Eurosystem-eligible
  NGN, be effectuated by Clearstream, Luxembourg (in its capacity as common safe-keeper),
  acting on the instructions of the Principal Paying Agent.



  

  ARTICLE FOUR

  

  GENERAL TERMS AND CONDITIONS OF THE EURO NOTES DUE 2021



  Section 401 Designation and Principal Amount. There is hereby authorized
  and established a series of Securities under the Indenture, as authorized from
  time to time pursuant to resolutions of the Company or the maximum authorized
  in each Company Order, designated as the "Euro Notes due 2021" which
  is not limited in aggregate principal amount. The aggregate principal amount
  of the Euro Notes due 2021 to be issued as of the date hereof is set forth in
  Article Eight hereof.

  

  Section 402 Maturity. The Stated Maturity of principal of the Euro Notes
  due 2021 is June 3, 2021.

  

  Section 403 Form and Denominations. The Euro Notes due 2021 shall be
  in bearer form, serially numbered and shall be issuable in denomination of €50,000
  (fifty thousand Euros) and, in the case of definitive Bearer Securities, with
  Coupons attached on issue. The Euro Notes due 2021 are intended to be held in
  a manner which would allow Eurosystem eligibility. 

  

  Section 404 Interest and Interest Payment Dates. The Euro Notes due 2021
  bear interest from and including June 3, 2009 at the rate of 5.750 per cent.
  Per annum, payable annually in arrear on each Interest Payment Date. The first
  payment (representing a full year's

 

-10-



 interest) (for the period from and including June 3, 2009 but excluding June
  3, 2010 and amounting to €2,875.00 per €50,000 principal amount of
  Euro Notes due 2021) shall be made on June 3, 2010. 

  

  Section 405 Method of Payment. Payments made outside the United States
  with respect to the Euro Notes due 2021 represented by a definitive Bearer Security
  will be made by credit or wire transfer to a Euro account (or any other account
  to which Euro may be credited or transferred) located outside the United States
  specified by the payee or, at the option of the payee, by Euro. The Dollar equivalent
  of the Euro-denominated payment amount shall be calculated by the method described
  in Section 312(g) of the Base Indenture. 

  

  Section 406 Further Issues of the Euro Notes due 2021. The Company may
  without the consent of the Holders of the Euro Notes due 2021 create and issue
  further Euro Notes due 2021 (whether in bearer or registered form) either (i)
  ranking pari passu in all respects (or in all respects save for the first payment
  of interest thereon) as the Euro Notes due 2021 and so that such further Euro
  Notes due 2021 shall be consolidated and form a single series with the outstanding
  Euro Notes due 2021 constituted by the Indenture or any supplemental indenture,
  in accordance with the rules and procedures of Euroclear and/or Clearstream,
  Luxembourg or (ii) upon such terms as to ranking, interest, conversion, redemption
  and otherwise as the Company may determine at the time of the issue. Any further
  notes or bonds which are to form a single series with the outstanding Euro Notes
  due 2021 constituted by the Indenture or any supplemental indenture shall, and
  any other further notes or bonds may (with the consent of the Trustee), be constituted
  by an indenture supplemental to the Indenture.

  

  Section 407 Redemption. The Euro Notes due 2021 are subject to the redemption
  provisions set forth in Sections 701, 702(c) and 703 hereof.

  

  Section 408 Global Securities. Upon their original issuance, the Euro
  Notes due 2021 will be represented by a single temporary Global Security in
  or substantially in the form attached hereto as Exhibit G which will be exchanged
  in accordance with its terms for a permanent Global Security in or substantially
  in the form attached hereto as Exhibit H. The permanent Global Security representing
  the Euro Notes due 2021 will be exchangeable for definitive Bearer Securities
  in accordance with its terms. Definitive Bearer Securities in or substantially
  in the form attached hereto as Exhibit I may be delivered in exchange for any
  portion of a temporary or permanent Global Security representing the Euro Notes
  due 2021 in accordance with Sections 304 and 305 of the Base Indenture. Such
  Exhibits G, H and I, in the forms attached hereto, and the provisions thereof,
  shall be incorporated in, deemed to be, and construed as part of, this Second
  Supplemental Indenture. The Global Securities representing the Euro Notes due
  2021 shall be delivered to the London office of the Principal Paying Agent in
  its capacity as common service provider, shall be authenticated by or on behalf
  of the Principal Paying Agent, and shall, in the case of a Eurosystem-eligible
  NGN, be effectuated by Clearstream, Luxembourg (in its capacity as common safe-keeper),
  acting on the instructions of the Principal Paying Agent. 

-11-



 



  ARTICLE FIVE

  

  GENERAL TERMS AND CONDITIONS OF THE STERLING NOTES



  Section 501 Designation and Principal Amount. There is hereby authorized
  and established a series of Securities under the Indenture, as authorized from
  time to time pursuant to resolutions of the Company or the maximum authorized
  in each Company Order, designated as the "Sterling Notes" which is
  not limited in aggregate principal amount. The aggregate principal amount of
  the Sterling Notes to be issued as of the date hereof is set forth in Article
  Eight hereof.

  

  Section 502 Maturity. The Stated Maturity of principal of the Sterling
  Notes is June 3, 2038.

  

  Section 503 Form and Denominations. The Sterling Notes shall be in bearer
  form, serially numbered and shall be issuable in denomination £50,000
  (fifty thousand Sterling) and, in the case of definitive Bearer Securities,
  with Coupons attached on issue. The Sterling Notes are intended to be held in
  a manner which would allow Eurosystem eligibility. 

  

  Section 504 Interest and Interest Payment Dates. The Sterling Notes bear
  interest from and including June 3, 2009 at the rate of 6.500 per cent. Per
  annum, payable annually in arrear on each Interest Payment Date. The first payment
  (representing a full year's interest) (for the period from and including June
  3, 2009 but excluding June 3, 2010 and amounting to £3,250.00 per £50,000
  principal amount of Notes) shall be made on June 3, 2010. 

  

  Section 505 Method of Payment. Payments made outside the United States
  with respect to the Sterling Notes represented by a definitive Bearer Security
  will be made by credit or wire transfer to a Sterling account (or any other
  account to which Sterling may be credited or transferred) located outside the
  United States specified by the payee or, at the option of the payee, by Sterling.
  The Dollar equivalent of the Sterling-denominated payment amount shall be calculated
  by the method described in Section 312(g) of the Base Indenture. 

  

  Section 506 Further Issues of the Sterling Notes. The Company may without
  the consent of the Holders of the Sterling Notes create and issue further Sterling
  Notes (whether in bearer or registered form) either (i) ranking pari passu in
  all respects (or in all respects save for the first payment of interest thereon)
  as the Sterling Notes and so that such further Sterling Notes shall be consolidated
  and form a single series with the outstanding Sterling Notes constituted by
  the Indenture or any supplemental indenture, in accordance with the rules and
  procedures of Euroclear and/or Clearstream, Luxembourg or (ii) upon such terms
  as to ranking, interest, conversion, redemption and otherwise as the Company
  may determine at the time of the issue. Any further notes or bonds which are
  to form a single series with the outstanding Sterling Notes constituted by the
  Indenture or any supplemental indenture shall, and any other further notes or
  bonds may (with the consent of the Trustee), be constituted by an indenture
  supplemental to the Indenture.

-12-





  Section 507 Redemption. The Sterling Notes are subject to the redemption
  provisions set forth in Sections 701, 702(d) and 703 hereof.

  

  Section 508 Global Securities. Upon their original issuance, the Sterling
  Notes will be represented by a single temporary Global Security in or substantially
  in the form attached hereto as Exhibit J which will be exchanged in accordance
  with its terms for a permanent Global Security in or substantially in the form
  attached hereto as Exhibit K. The permanent Global Security representing the
  Sterling Notes will be exchangeable for definitive Bearer Securities in accordance
  with its terms. Definitive Bearer Securities in or substantially in the form
  attached hereto as Exhibit L may be delivered in exchange for any portion of
  a temporary or permanent Global Security representing the Sterling Notes in
  accordance with Sections 304 and 305 of the Base Indenture. Such Exhibits J,
  K and L, in the forms attached hereto, and the provisions thereof, shall be
  incorporated in, deemed to be, and construed as part of, this Second Supplemental
  Indenture. The Global Securities representing the Sterling Notes shall be delivered
  to the London office of the Principal Paying Agent in its capacity as common
  service provider, shall be authenticated by or on behalf of the Principal Paying
  Agent, and shall, in the case of a Eurosystem-eligible NGN, be effectuated by
  Clearstream, Luxembourg (in its capacity as common safe-keeper), acting on the
  instructions of the Principal Paying Agent. 



  

  ARTICLE SIX

  

  GENERAL TERMS OF THE NOTES



  Section 601 Issues of the Notes. 

  

  (a) In each case with respect to the Notes, the following terms in the Base
  Indenture will be amended as follows in connection with the issuance of the
  Notes:

  (i) The obligation to deliver the Global Securities or definitive Bearer Securities
  to the Common Depositary and the obligations of the Common Depositary, as set
  forth in each instance in Section 304 of the Base Indenture shall not apply
  with respect to the Notes; and

  (ii) the Company authorizes and instructs the Paying Agent:

  

  (A) to transmit the Global Securities electronically to the common safe-keeper
  and to give effectuation instructions in respect of the Global Securities;

  

  (B) to instruct Euroclear and Clearstream, Luxembourg to make the appropriate
  entries in their records to reflect the initial outstanding aggregate principal
  amount of the each series of Notes;

  

  (C) to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries
  in their records to reflect the exchanges of interests in the temporary Global
  Securities for interests in the permanent Global Securities and interests in
  a Global Security for definitive Bearer Securities for each series of Notes;

 

-13-





  (D) to instruct Euroclear and Clearstream, Luxembourg, on the occasion of each
  payment due in respect of the Notes, to make appropriate entries in their records
  to reflect such payment;

  

  (E) to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries
  in their records in respect of all Notes redeemed by the Company to reflect
  such redemptions; and

  

  (F) to instruct Euroclear and Clearstream, Luxembourg to make appropriate entries
  in their records to reflect all cancellations of Notes represented by Global
  Securities, provided that the Paying Agent need only carry out such instruction
  in respect of Notes surrendered for cancellation following a purchase of the
  same by the Company or by any of its Subsidiaries to the extent that it has
  been informed by the Company of such purchase.

  

  Section 602 Interest Accrual. Each Note will cease to bear interest from
  and including its due date for redemption unless, upon due presentation, payment
  of the principal in respect of such Note is improperly withheld or refused or
  unless default is otherwise made in respect of payment, in which event interest
  shall continue to accrue as provided in the Indenture.

  

  Section 603 Calculation of Broken Interest. When interest is required
  to be calculated in respect of a period of less than a full year, it shall be
  calculated on the basis of (a) the actual number of days in the period from
  and including the date from which interest begins to accrue (the "Accrual
  Date") to but excluding the date on which it falls due divided by (b) the
  actual number of days from and including the Accrual Date to but excluding the
  next following Interest Payment Date.

  

  Section 604 Payment in respect of Notes. On and after an Exchange Date
  no payment will be made on a temporary Global Security unless exchange for an
  interest in the Permanent Global Security representing such series of Notes
  is improperly withheld or refused. Payments of principal and interest in respect
  of Notes represented by a Global Security will, subject as set out below, be
  made to the bearer of such Global Security and, if no further payment falls
  to be made in respect of such series of Notes, against surrender of such Global
  Security to the order of the Principal Paying Agent or such other Paying Agent
  as shall have been notified to the Holders for such purposes. The Company shall
  procure that the amount so paid shall be entered pro rata in the records of
  Euroclear and Clearstream, Luxembourg and the nominal amount of such Notes recorded
  in the records of Euroclear and Clearstream, Luxembourg and represented by such
  Global Security will be reduced accordingly. Each payment so made will discharge
  the Issuer's obligations in respect thereof. Any failure to make the entries
  in the records of Euroclear and Clearstream, Luxembourg shall not affect such
  discharge. Payments of interest on a temporary Global Security (if permitted
  by the first sentence of this paragraph) will be made only upon certification
  as to non-U.S. beneficial ownership unless such certification has already been
  made.

  

  Payments of principal and interest in respect of each Note, if such Note is
  a definitive Bearer Security, will be made against presentation and surrender
  (or, in the case of part payment only, endorsement) of such Note, except that
  payments of interest due on an Interest 

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Payment Date in respect of such Note will be made against presentation and
  surrender (or, in the case of part payment only, endorsement) of the relevant
  Coupon, in each case at the specified office outside the United States of any
  of the Paying Agents and each payment so made will discharge the Company's obligation
  in respect thereof. In addition, upon any payment in respect of the Notes, the
  Paying Agent shall instruct Euroclear and Clearstream, Luxembourg to make appropriate
  entries in their records in respect thereof.

  

  Section 605 Missing Unmatured Coupons. Each Note, if a definitive Bearer
  Security, should be presented for payment together with all relative unmatured
  Coupons failing which the full amount of any relative missing unmatured Coupon
  (or, in the case of payment not being made in full, that proportion of the full
  amount of the missing unmatured Coupon which the amount so paid bears to the
  total amount due) will be deducted from the amount due for payment. Each amount
  so deducted will be paid in the manner mentioned in Sections 205, 305, 405 or
  505 hereof, as the case may be, against presentation and surrender (or, in the
  case of part payment only, endorsement) of the relative missing Coupon for such
  Note at any time before the expiry of ten (10) years after the Relevant Date
  (as defined in Section 1002 hereof in respect of the relevant Note), whether
  or not the Coupon would otherwise have become void pursuant to Article Eleven
  hereof or, if later, five (5) years after the date on which the Coupon would
  have become due.

  

  Section 606 Payments subject to Applicable Laws. Payments in respect
  of principal and interest on the Notes are subject in all cases to any fiscal
  or other laws and regulations applicable in the place of payment, but without
  prejudice to the provisions of Article Ten hereof.

  

  Section 607 Payment only on a Presentation Date. A holder shall be entitled
  to present a Note or Coupon, if relevant, for payment only on a Presentation
  Date (as defined below) and shall not, except as provided in Sections 204, 304,
  404, 504, 602 and 603 hereof, as the case may be, be entitled to any further
  interest or other payment if a Presentation Date is after the due date.

  

  "Presentation Date" means a day which (subject to Article Eleven hereof):

  

  (a) is or falls after the relevant due date;

  (b) is a Business Day in the place of the specified office of the Paying Agent
  at which the Note or Coupon, if relevant, is presented for payment; and

  (c) in the case of payment by credit or transfer to (i) a Euro account as referred
  to in Sections 205, 305 and 405 hereof or (ii) a Sterling account as referred
  to in Section 505 hereof, is a TARGET2 Settlement Day.

  

  In this Section 607, "Business Day" means, in relation to any place,
  a day on which commercial banks and foreign exchange markets settle payments
  and are open for general business (including dealing in foreign exchange and
  foreign currency deposits) in that place and

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"TARGET2 Settlement Day" means any day on which the Trans-European
  Automated Real-Time Gross Settlement Express Transfer (TARGET2) System is open.

  

  Section 608 Appointment of Paying Agents and Common Safe-keeper. (a)
  The Trustee will initially be the Principal Paying Agent and Paying Agent for
  the Notes and will act as such only at its corporate trust offices in London,
  United Kingdom. The Company reserves the right, subject to the prior written
  approval of the Trustee, at any time to vary or terminate the appointment of
  any Paying Agent and to appoint additional or other Paying Agents provided that:

  

  (i) there will at all times be a Principal Paying Agent;

  (ii) there will at all times be at least one Paying Agent (which may be the
  Principal Paying Agent) having its specified office in a European city which,
  so long as any series of Notes are admitted to official listing on the Irish
  Stock Exchange, shall be London or such other place as the Irish Financial Services
  Regulatory Authority may approve; and

  (iii) the Company undertakes that it will ensure that it maintains a Paying
  Agent in a member state of the European Union that is not obliged to withhold
  or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing
  or complying with, or introduced in order to conform to, such Directive.

  

  Notice of any termination or appointment and of any changes in specified offices
  will be given to the Holders promptly by the Company in accordance with Section
  1203 hereof.

  

  (b) The Company hereby authorizes and instructs the Paying Agent to duly appoint
  an entity to serve as common safe-keeper for the Notes, and the Paying Agent
  appoints Clearstream, Luxembourg to serve as common safe-keeper for the Notes.
  The Company acknowledges that any such appointment is subject to the right of
  Euroclear and Clearstream, Luxembourg to jointly determine that the other shall
  act as common safe-keeper and agrees that no liability shall attach to the Paying
  Agent in respect of any such election made by it.

  

  Section 609 Holder Absolute Owner. The Company, any Paying Agent and
  the Trustee may (to the fullest extent permitted by applicable laws) deem and
  treat the bearer of any Note or Coupon as the absolute owner for all purposes
  (whether or not such Note or Coupon shall be overdue and notwithstanding any
  notice of ownership or writing on such Note or Coupon or any notice of previous
  loss or theft of such Note or Coupon or of any trust or interest therein) and
  shall not be required to obtain any proof thereof or as to the identity of such
  bearer. For purposes of attendance at a physical meeting of Holders, proof of
  beneficial ownership of the Global Security will be a certified official proxy
  issued by Euroclear and/or Clearstream, Luxembourg.

  

  Section 610 Status of the Notes. The Notes will be senior unsecured general
  obligations of the Company and will rank equally with all other senior unsecured
  and unsubordinated indebtedness of the Company from time to time outstanding.
  



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  Section 611 Purchases. The Company or any of its Subsidiaries (as defined
  in Section 904 hereof) may at any time purchase Notes (provided that all unmatured
  Coupons, if relevant, appertaining to such series of Notes are purchased with
  such Notes) in any manner and at any price. If purchases are made by tender,
  tenders must be available to all Holders alike. Any Notes so purchased may be
  held, reissued, resold or, at the option of the Company, surrendered to any
  Paying Agent for cancellation.



  ARTICLE SEVEN

  

  OPTIONAL REDEMPTION OF THE NOTES; NO SINKING FUND



  Section 701 Redemption for Taxation Reasons. If the Company satisfies
  the Trustee immediately before the giving of the notice referred to below that:

  

  (a) as a result of any change in, or amendment to, the laws or regulations of
  a Relevant Jurisdiction, or any change in the application or official interpretation
  of the laws or regulations of a Relevant Jurisdiction, which change or amendment
  becomes effective after May 29, 2009, on the next Interest Payment Date the
  Company would be required to pay additional amounts as provided or referred
  to in Article Ten hereof; and

  (b) the requirement cannot be avoided by the Company taking reasonable measures
  available to it, 

  

  the Company may at its option, having given not less than thirty (30) nor more
  than sixty (60) days' notice to the Holders in accordance with Section 1203
  hereof (which notice shall be irrevocable), redeem all Notes of any series at
  any time at their principal amount together with interest accrued to but excluding
  the date of redemption, provided that no such notice of redemption shall be
  given earlier than ninety (90) days prior to the earliest date on which the
  Company would be required to pay such additional amounts, were a payment in
  respect of such series of Notes then due. Prior to the publication of any notice
  of redemption pursuant to this paragraph, the Company shall deliver to the Trustee
  a certificate signed by two current directors of the Company stating that the
  requirement referred to in paragraph (a) above will apply on the next Interest
  Payment Date and cannot be avoided by the Company taking reasonable measures
  available to it, and the Trustee shall be entitled to accept the certificate
  as sufficient evidence of the satisfaction of the conditions precedent set out
  above, in which event it shall be conclusive and binding on the Holders.

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  Section 702 Optional Redemption by Company.

  

  (a) Optional Redemption by Company of Euro Notes due 2013. The Company
  may at its option, having given notice of redemption as provided in Sections
  702(e) and 703 hereof, as applicable, redeem all or part, as provided in Section
  703 below, of the Euro Notes due 2013 at any time from time to time at the greater
  of the following amounts:

  

  (i) one hundred per cent. (100%) of the principal amount of the Euro Notes due
  2013 being redeemed on the redemption date; and

  (ii) the sum of the present values of the remaining scheduled payments of principal
  and interest on the Euro Notes due 2013 being redeemed (exclusive of interest
  accrued to the date of redemption), as the case may be, discounted to the date
  of redemption on an annual basis (assuming the actual number of days in a 365
  or 366-day year) at the Comparable Government Bond Rate plus 20 basis points
  plus accrued and unpaid interest on the principal amount being redeemed to but
  excluding the date of redemption, as calculated by the Calculation Agent.

  

  (b) Optional Redemption by Company of Euro Notes due 2016. The Company
  may at its option, having given notice of redemption as provided in Sections
  702(e) and 703 hereof, as applicable, redeem all or part, as provided in Section
  703 below, of the Euro Notes due 2016 at any time from time to time at the greater
  of the following amounts:

  

  (i) one hundred per cent. (100%) of the principal amount of the Euro Notes due
  2016 being redeemed on the redemption date; and

  (ii) the sum of the present values of the remaining scheduled payments of principal
  and interest on the Euro Notes due 2016 being redeemed (exclusive of interest
  accrued to the date of redemption), as the case may be, discounted to the date
  of redemption on an annual basis (assuming the actual number of days in a 365
  or 366-day year) at the Comparable Government Bond Rate plus 20 basis points
  plus accrued and unpaid interest on the principal amount being redeemed to but
  excluding the date of redemption, as calculated by the Calculation Agent.

  

  (c) Optional Redemption by Company of Euro Notes due 2021. The Company
  may at its option, having given notice of redemption as provided in Sections
  702(e) and 703 hereof, as applicable, redeem all or part, as provided in Section
  703 below, of the Euro Notes due 2021 at any time from time to time at the greater
  of the following amounts:

  

  (i) one hundred per cent. (100%) of the principal amount of the Euro Notes due
  2021 being redeemed on the redemption date; and

  (ii) the sum of the present values of the remaining scheduled payments of principal
  and interest on the Euro Notes due 2021 being redeemed (exclusive of interest
  accrued to the date of redemption), as the case may be, discounted to the date
  of redemption on an annual basis (assuming the actual number of days in a 365
  or 366-day

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 year) at the Comparable Government Bond Rate plus 20 basis points plus accrued
  and unpaid interest on the principal amount being redeemed to but excluding
  the date of redemption, as calculated by the Calculation Agent.

  

  (d) Optional Redemption by Company of Sterling Notes. The Company may
  at its option, having given notice of redemption as provided in Sections 702(e)
  and 703 hereof, as applicable, redeem all or part, as provided in Section 703
  below, of the Sterling Notes at any time from time to time at the greater of
  the following amounts:

  

  (i) one hundred per cent. (100%) of the principal amount of the Sterling Notes
  being redeemed on the redemption date; and

  (ii) the sum of the present values of the remaining scheduled payments of principal
  and interest on the Sterling Notes being redeemed (exclusive of interest accrued
  to the date of redemption), as the case may be, discounted to the date of redemption
  on an annual basis (assuming the actual number of days in a 365 or 366-day year)
  at the Comparable Government Bond Rate plus 20 basis points plus accrued and
  unpaid interest on the principal amount being redeemed to but excluding the
  date of redemption, as calculated by the Calculation Agent.

  

  (e) In the case of a redemption of all Notes of any series of Notes pursuant
  to Sections 702(a), (b), (c) or (d) hereof, the Company shall give:

  

  (i) to the Holders of such series of Notes to be redeemed, not less than thirty
  (30) nor more than sixty (60) days' notice, in accordance with Section 1203
  hereof; and

  (ii) to the Trustee and the Principal Paying Agent, notice not less than fifteen
  (15) days before the giving of the notice referred to in paragraph (i) hereof.
  

  

  All notices of redemption delivered pursuant to this Section 702(e) shall be
  irrevocable and shall specify the date fixed for redemption.

  The following defined terms used in this Article Seven shall, unless the context
  otherwise requires, have the meanings specified below.

  

  "Comparable Government Bond Rate" will be determined on the third
  business day preceding the redemption date and means, with respect to any date
  of redemption, the rate per annum equal to the yield to maturity calculated
  in accordance with the customary financial practice in pricing new issues of
  comparable corporate debt securities paying interest on an annual basis (assuming
  the actual number of days in a 365 or 366-day year) of the applicable Comparative
  Government Bond, assuming a price for the applicable Comparable Government Bond
  (expressed as a percentage of its principal amount) equal to the applicable
  Comparable Government Bond Price for such date of redemption.

  

  "Calculation Agent" means an independent investment banking or commercial
  banking institution of international standing appointed by the Company.

 

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  "Comparable Government Bond" means the European government security
  or securities selected by the Reference Government Bond Dealers appointed by
  the Company as having an actual or interpolated maturity comparable with the
  remaining term of such series of Euro Notes or Sterling Notes, as the case may
  be, that would be utilized, at the time of selection and in accordance with
  customary financial practice, in pricing new issues of Euro-denominated or Sterling-denominated,
  as the case may be, corporate debt securities of a comparable maturity to the
  remaining term of the Euro Notes or the Sterling Notes, as the case may be.

  

  "Comparable Government Bond Price" means, with respect to any redemption
  date, (a) the arithmetic average of the Reference Government Bond Dealer Quotations
  for such redemption date, after excluding the highest and lowest such Reference
  Government Bond Dealer Quotations, or (b) if the Calculation Agent obtains fewer
  than four such Reference Government Bond Dealer Quotations, the arithmetic average
  of all such quotations.

  

  "Reference Government Bond Dealer" means each of five banks selected
  by the Company, or its affiliates, which are (a) primary European government
  securities dealers, and their respective successors, or (b) market makers in
  pricing corporate bond issues.

  

  "Reference Government Bond Dealer Quotation" means, with respect to
  each Reference Government Bond Dealer and any redemption date, the arithmetic
  average, as determined by the Calculation Agent, of the bid and offered prices
  for the applicable Comparable Government Bond (expressed in each case as a percentage
  of its nominal amount) at 11:00 a.m. Central European Time (CET) on the third
  business day preceding such date for redemption quoted in writing to the Calculation
  Agent by such Reference Government Bond Dealer.

  

  Section 703 Provisions Relating to Partial Redemption. In the case of
  a partial redemption of any series of Notes, such Notes to be redeemed will
  be selected, in such place as the Trustee may approve and in such manner as
  the Trustee may deem appropriate and fair, not more than thirty (30) days before
  the date fixed for redemption. Notice of any such selection will be given not
  less than fifteen (15) days before the date fixed for redemption. Each notice
  will specify the series of Notes to be redeemed, the date fixed for redemption
  and the aggregate principal amount of the Notes to be redeemed, the serial numbers
  of the Notes called for redemption, the serial numbers of such Notes previously
  called for redemption and not presented for payment and the aggregate principal
  amount of such series of Notes which will be outstanding after the partial redemption.

  

  Section 704 Cancellation. All Notes which are redeemed by the Company
  will forthwith be cancelled. All Notes so cancelled and any Notes purchased
  and cancelled pursuant to Section 612 hereof may not be held, reissued or resold.
  Cancellation of any Note represented by a Global Security and required (pursuant
  to this Section 704 paragraph) to be cancelled following its redemption or purchase
  will be effected by endorsement by or on behalf of the Principal Paying Agent
  of the reduction in the principal amount of the relevant Global Security representing
  such Note on the relevant part of the schedule thereto.

 

-20-





  Section 705 Notices Final. Upon the expiry of any notice as is referred
  to in Sections 701, 702 or 703 hereof the Company shall be bound to redeem the
  Notes to which the notice refers in accordance with the terms of such paragraph.

  

  Section 706 No Sinking Fund. The Notes are not entitled to the benefit
  of any sinking fund.



  ARTICLE EIGHT

  

  ORIGINAL ISSUE AMOUNT OF NOTES



  Section 801 Original Issue Amount of the Euro Notes due 2013. Euro Notes
  due 2013 in the aggregate principal amount of €1,850,000,000 may, upon
  execution of this Second Supplemental Indenture, be executed by the Company
  and delivered to the Trustee for authentication, and the Trustee shall, upon
  receipt of a Company Order or oral or electronic instructions from the Company
  or its duly authorized agents, which shall be promptly confirmed in writing,
  authenticate said Euro Notes due 2013, deliver said Euro Notes due 2013 to the
  entity appointed as common safe-keeper for effectuation and, once duly effectuated,
  deliver said Euro Notes due 2013 as in said Company Order or instructions provided.

  

  Section 802 Original Issue Amount of the Euro Notes due 2016. Euro Notes
  due 2016 in the aggregate principal amount of €2,000,000,000 may, upon
  execution of this Second Supplemental Indenture, be executed by the Company
  and delivered to the Trustee for authentication, and the Trustee shall, upon
  receipt of a Company Order or oral or electronic instructions from the Company
  or its duly authorized agents, which shall be promptly confirmed in writing,
  authenticate said Euro Notes due 2016, deliver said Euro Notes due 2016 to the
  entity appointed as common safe-keeper for effectuation and, once duly effectuated,
  deliver said Euro Notes due 2016 as in said Company Order or instructions provided.

  

  Section 803 Original Issue Amount of the Euro Notes due 2021. Euro Notes
  due 2021 in the aggregate principal amount of €2,000,000,000 may, upon
  execution of this Second Supplemental Indenture, be executed by the Company
  and delivered to the Trustee for authentication, and the Trustee shall, upon
  receipt of a Company Order or oral or electronic instructions from the Company
  or its duly authorized agents, which shall be promptly confirmed in writing,
  authenticate said Euro Notes due 2021, deliver said Euro Notes due 2021 to the
  entity appointed as common safe-keeper for effectuation and, once duly effectuated,
  deliver said Euro Notes due 2021 as in said Company Order or instructions provided.

  

  Section 804 Original Issue Amount of the Sterling Notes. Sterling Notes
  in the aggregate principal amount of £1,500,000,000 may, upon execution
  of this Second Supplemental Indenture, be executed by the Company and delivered
  to the Trustee for authentication, and the Trustee shall, upon receipt of a
  Company Order or oral or electronic instructions from the Company or its duly
  authorized agents, which shall be promptly confirmed in writing, authenticate
  said Sterling Notes, deliver said Sterling Notes to the entity appointed as
  common 

-21-



safe-keeper for effectuation and, once duly effectuated, deliver said Sterling
  Notes as in said Company Order or instructions provided.

 

ARTICLE NINE

  

  PARTICULAR COVENANTS OF THE COMPANY



  In addition to the covenants set forth in Article X of the Base Indenture, the
  following additional covenants shall apply to the Notes and shall be subject
  to covenant defeasance as set forth in Section 1304 of the Base Indenture.

  

  Section 901 Limitations on Liens. The Company shall not, and shall not
  permit any Subsidiary of the Company to, create, assume or suffer to exist any
  Lien (an "Initial Lien"), other than Permitted Liens, on any Restricted
  Property to secure any Debt of the Company or any Subsidiary of the Company
  unless it has made or will make effective provision whereby the Notes, and any
  other Securities of any series issued pursuant to the Indenture and having the
  benefit of this covenant, will be secured by such Lien equally and rateably
  with (or prior to) all other Debt secured by such Lien. Any lien created for
  the benefit of the Holders shall provide by its terms that such Lien will be
  automatically released and discharged upon the release and discharge of the
  applicable Initial Lien.

  

  Section 902 Limitations on Sale Leaseback Transactions. The Company shall
  not, and shall not permit any Subsidiary of the Company to, enter into any Sale
  and Leaseback Transaction covering any Restricted Property unless:

  

  (a) pursuant to Section 901 hereof, the Company would be entitled to incur Debt
  secured by a Lien on such Restricted Property in a principal amount equal to
  the Value of such Sale and Leaseback Transaction without equally and rateably
  securing the Notes and any other Securities of any series issued pursuant to
  the Indenture and having the benefit of this covenant; or

  (b) the Company or any Subsidiary of the Company, during the six months following
  the effective date of the Sale and Leaseback Transaction, applies an amount
  equal to the Value of such Sale and Leaseback Transaction to the voluntary retirement
  of long-term Debt of the Company or any Subsidiary of the Company or to the
  acquisition of one or more Restricted Properties.

  

  Section 903 Subsidiary Guarantees.

  

  (a) If, following June 3, 2009, any Subsidiary of the Company that is a Significant
  Subsidiary guarantees any Debt of the Company in excess of the greater of (i)
  $1,000,000,000 and (ii) 2.0 per cent. (2.0%) of the Company's Consolidated Net
  Tangible Assets measured as of the end of the most recent quarter for which
  financial statements are available, in each case, in the aggregate for all such
  guarantees by such Subsidiary, then the Company shall cause such Subsidiary,
  within thirty (30) days of such Subsidiary guaranteeing such Debt in such amount
  to (A) execute and deliver to the Trustee a supplemental indenture in 

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form reasonably satisfactory to the Trustee pursuant to which such Subsidiary
  shall fully and unconditionally guarantee all of the Company's obligations under
  the Notes and the Indenture and (B) deliver to the Trustee an Opinion of Counsel
  to the effect that (x) such supplemental indenture and guarantee of the Notes
  has been duly executed and authorized and (y) such supplemental indenture and
  guarantee of the Notes constitutes a valid, binding and enforceable obligation
  of such Subsidiary, except insofar as enforcement thereof may be limited by
  bankruptcy, insolvency or similar laws (including, without limitation, all laws
  relating to fraudulent transfers) and except insofar as enforcement thereof
  is subject to general principles of equity. Any such guarantee of the Notes
  shall be pari passu in right of payment with the guarantee of other Debt by
  the Subsidiary and the guarantee giving rise to the obligation to guarantee
  the Notes. 

  

  (b) Any guarantee of the Notes provided by a Subsidiary pursuant to this Section
  903 shall provide by its terms that such guarantee shall be automatically and
  unconditionally released and discharged and the Holders will be deemed to have
  consented to such release without any action on the part of the Trustee or any
  Holder in the following circumstances:

  

  (i) in the case of any guarantee that resulted from this Section 903, upon such
  Subsidiary ceasing to guarantee any Debt of the Company (other than under the
  Notes) in an amount equal to or greater than the amount required for the giving
  of such guarantee;

  (ii) upon the sale or other disposition (including by way of consolidation or
  merger), in one transaction or a series of related transactions, of a majority
  of the total Voting Stock of such Subsidiary (provided that, after giving effect
  to such transaction, such Subsidiary is either (A) no longer a Significant Subsidiary
  of the Company or (B) no longer guarantees any Debt of the Company (other than
  under the Notes) in an amount equal to or greater than the amount required for
  the giving of such guarantee);

  (iii) upon the sale, transfer or disposition of all or substantially all the
  assets of such Subsidiary (provided that, after giving effect to such transaction,
  such Subsidiary is either (A) no longer a Significant Subsidiary of the Company
  or (B) no longer guarantees any Debt of the Company (other than under the Notes)
  in an amount equal to or greater than the amount required for the giving of
  such guarantee);

  (iv) upon the liquidation or dissolution of such Subsidiary; or

  (v) upon such Subsidiary ceasing to be a Significant Subsidiary of the Company.

  

  At the request of the Company, the Trustee will execute and deliver any documents,
  instructions or instruments evidencing such release.

 

-23-



 Section 904 Defined Terms.

  

  The following defined terms used in this Article Nine shall, unless the context
  requires otherwise, have the meanings specified below.

  

  "Consolidated Net Tangible Assets" means the total amount of assets
  (less applicable reserves and other properly deductible items) after deducting
  (a) all current liabilities (excluding the amount of those which are by their
  terms extendable or renewable at the option of the obligor to a date more than
  twelve (12) months after the date as of which the amount is being determined)
  and (b) all goodwill, tradenames, trademarks, patents, unamortized debt discount
  and expense and other like intangible assets, all as set forth on the most recent
  balance sheet of the Company and its consolidated Subsidiaries and determined
  in accordance with generally accepted accounting principles.

  

  "Debt" of any Person means (a) all obligations of such Person for
  borrowed money, or evidenced by bonds, debentures, notes or other similar instruments
  (other than any such obligations to the extent that (i) the liability of such
  Person is limited solely to the property or asset financed by such obligations
  or (ii) such obligations result from the requirement to return collateral posted
  to such Person by a counterparty pursuant to one or more hedging contracts or
  other similar risk management contracts) and (b) all Debt of others guaranteed
  by such Person.

  

  "Equity Interests" means shares of capital stock, partnership interests,
  membership interests in a limited liability company, beneficial interests in
  a trust or other equity ownership interests in a Person, and any warrants, options
  or other rights entitling the holder thereof to purchase or acquire any such
  equity interests.

  

  "Lien" means, with respect to any property of any Person, any mortgage
  or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security
  interest, lien, charge, easement (other than any easement not materially impairing
  usefulness or marketability), encumbrance, preference, priority or other security
  agreement or preferential arrangement of any kind or nature whatsoever on or
  with respect to such property.

  

  "Manufacturing Facility" means property, plant and equipment used
  for actual manufacturing and for activities directly related to manufacturing
  such as quality assurance, engineering, maintenance, staging areas for work
  in process administration, employees, eating and comfort facilities and manufacturing
  administration, and it excludes sales offices, research facilities and facilities
  used only for warehousing, distribution or general administration.

  

  "Permitted Liens" means:

  

  (a) Liens existing on June 2, 2009 or Liens existing on facilities of any Person
  at the time it becomes a Subsidiary of the Company;

  

  (b) Liens existing on Manufacturing Facilities when acquired, or incurred to
  finance the purchase price, construction or improvement thereof;



 

-24-



 

  (c) any Lien arising by reason of deposits with, or the giving of any form of
  security to, any governmental agency or any body created or approved by law
  or governmental regulation;

  

  (d) Liens securing Debt of a Subsidiary of the Company owed to the Company or
  another Subsidiary of the Company;

  

  (e) extensions, renewals or replacements in whole or part of any Lien referred
  to in paragraphs (a) through (d); and

  

  (f) Liens on any Restricted Property not described in paragraphs (a) through
  (e) above securing Debt that, together with (i) the aggregate amount of all
  other outstanding Debt secured by all other Liens on Restricted Property not
  described in paragraphs (a) through (e) above and (ii) the aggregate amount
  of Value in respect of all Sale and Leaseback Transactions that would otherwise
  be prohibited by Section 902 hereof, do not exceed fifteen per cent. (15%) of
  Consolidated Net Tangible Assets measured as of the end of the most recent quarter
  for which financial statements are available.



  "Person" means an individual, a corporation, a company, a voluntary
  association, a partnership, a trust, a joint venture, a limited liability company,
  an unincorporated organization, or a government or any agency, instrumentality
  or political subdivision thereof;



  "Restricted Property" means:

  

  (a) any Manufacturing Facility (or portion thereof) owned or leased by the Company
  or any Subsidiary of the Company and located within the continental United States
  that, in the good faith opinion of the Company's Board of Directors (or a committee
  thereof), is of material importance to the Company's business taken as a whole,
  but no such Manufacturing Facility (or portion thereof) shall be deemed of material
  importance if its gross book value of property, plant and equipment (before
  deducting accumulated depreciation) is less than two per cent. (2%) of the Company's
  Consolidated Net Tangible Assets measured as of the end of the most recent quarter
  for which financial statements are available, or

  

  (b) any Equity Interests of any Subsidiary of the Company owning a Manufacturing
  Facility (or a portion thereof) covered by paragraph (a) above.

  

  "Sale and Leaseback Transaction" means any direct or indirect arrangement
  relating to property now owned or hereafter acquired whereby the Company or
  a Subsidiary of the Company transfers such property to another Person and the
  Company or a Subsidiary of the Company leases or rents it from such Person (other
  than (a) leases between the Company and a Subsidiary of the Company or between
  Subsidiaries and (b) temporary leases for a term, including renewals at the
  option of the lessee, of not more than three (3) years).



  "Significant Subsidiary" means any Subsidiary that would be a "Significant
  Subsidiary" of the Company within the meaning of Rule 1 02 under Regulation
  S X promulgated by the U.S. Securities Exchange Commission.

-25-





  "Subsidiary" means, with respect to the Notes and with respect to
  any Person, any corporation, partnership, limited liability company or other
  business entity of which at least a majority of the outstanding shares of Voting
  Stock is at the time directly or indirectly owned or controlled by such Person
  or one or more of the Subsidiaries of such Person. 

  

  "Value" means, with respect to a Sale and Leaseback Transaction, an
  amount equal to the present value of the lease payments with respect to the
  term of the lease remaining on the date as of which the amount is being determined,
  without regard to any renewal or extension options contained in the lease, discounted
  at the weighted average interest rate of all series of Securities issued pursuant
  to the Indenture and having the benefit of the covenants set forth in Sections
  901 and 902 hereof (including the effective interest rate of any original issue
  discount debt securities) which are outstanding on the date of such Sale and
  Leaseback Transaction.

  

  "Voting Stock" means Equity Interests of any Person having ordinary
  power to vote in the election of members of the board of directors, managers,
  trustees or other controlling Persons, of such Person (irrespective of whether,
  at the time, Equity Interests of any other class or classes of such entity shall
  have or might have voting power by reason of the happening of a contingency).



  ARTICLE TEN

  

  TAXATION



  Section 1001 Payment without Withholding. All payments in respect of
  each series of Notes by or on behalf of the Company shall be made without withholding
  or deduction for, or on account of, any present or future taxes, duties, assessments
  or governmental charges of whatever nature ("Taxes") imposed or levied
  by or on behalf of the Relevant Jurisdiction, unless the withholding or deduction
  of the Taxes is required by law. In that event, the Company will pay such additional
  amounts as may be necessary in order that the net amounts received by the Holders
  after the withholding or deduction shall equal the respective amounts which
  would have been receivable in respect of such Notes or, as the case may be,
  Coupons, if relevant, in the absence of the withholding or deduction; except
  that no additional amounts shall be payable in relation to any payment in respect
  of any such Note or Coupon:



  (a) presented for payment by or on behalf of, a holder who is liable to the
  Taxes in respect of such Note or Coupon by reason of his having some connection
  with the Relevant Jurisdiction other than the mere holding of such Note; or

  

  (b) where such withholding or deduction is imposed on a payment to an individual
  and is required to be made pursuant to European Council Directive 2003/48/EC
  or any law implementing or complying with, or introduced in order to conform
  to, such Directive; or

 

-26-





  (c) presented for payment by or on behalf of a holder who would have been able
  to avoid such withholding or deduction by presenting the relevant Note or Coupon
  to another Paying Agent in a member state of the European Union; or

  

  (d) presented for payment more than thirty (30) days after the Relevant Date
  except to the extent that a holder would have been entitled to additional amounts
  on presenting the same for payment on the last day of the period of thirty (30)
  days assuming, whether or not such is in fact the case, that day to have been
  a Presentation Date (as defined in Section 607 hereof); or

  

  (e) where any such tax or duty would not have been so imposed but for the holder's
  present or former status as a personal holding company, a passive foreign investment
  company, a controlled foreign corporation for U.S. federal tax purposes or a
  corporation which accumulates earnings to avoid U.S. federal income tax; or

  

  (f) where such tax would not have been imposed but for the failure of such holder
  to comply with any certification, identification or other reporting requirements
  concerning the nationality, residence, identity or connection with the United
  States of the holder or beneficial owner of such Note or Coupon, if such compliance
  is required by statute or regulation of the United States Treasury Department
  as a precondition to relief or exemption from such tax; or

  

  (g) where such withholding or deduction is imposed as a result of any estate,
  inheritance, gift, sales, transfer, personal property tax or any similar tax,
  assessment or other governmental charge; or

  

  (h) where such tax, assessment or governmental charge is payable otherwise than
  by deduction or withholding by the Company or its paying agent from payments
  of principal of, or interest on, such Note or Coupon; or

  

  (i) where such tax or duty is imposed on interest received by a person described
  in Section 88l(c)(3) or Section 871(h)(3)(B) of the U.S. Internal Revenue Code
  of 1986; or

  

  (j) where any combination of paragraphs (a) to (i) is applicable.

  

  The Company shall provide such calculation of any additional amounts in writing
  to the Trustee.

  

  Section 1002 Interpretation. As used in this Second Supplemental Indenture
  and in the Base Indenture as such terms relate to the Notes, the following terms
  will be afforded the meanings set forth below:

  

  "Euroclear", "Euro-Clear" or "Euro-Clear System"
  means Euroclear Bank S.A./N.V.;

  

  "Eurosystem" means the ECB and the national central banks of the member
  states of Europe that have adopted the Euro;

  



-27-





  the "records" of Euroclear and Clearstream, Luxembourg shall be the
  records that each of Euroclear and Clearstream, Luxembourg holds for its customers
  which reflect the amount of such customer's interest in the relevant Notes;
  

  

  "Relevant Date" means the date on which the payment first becomes
  due but, if the full amount of the money payable has not been received by the
  Principal Paying Agent or the Trustee on or before the due date, it means the
  date on which, the full amount of the money having been so received, notice
  to that effect has been duly given to the Holders by the Company in accordance
  with Section 1203 hereof;

  

  "Relevant Jurisdiction" means the United States or any political subdivision
  or any authority thereof or therein having power to tax or any other jurisdiction
  or any political subdivision or any authority thereof or therein having power
  to tax to which the Company becomes subject in respect of payments made by it
  of principal and interest on each series of Notes and Coupons; 

  

  "Sterling" or "£" means the currency of the United
  Kingdom;

  

  a "United States Alien" means any beneficial owner of a Note who or
  which, for U.S. federal income tax purposes, is a foreign corporation, a non-resident
  alien individual, or a foreign estate or trust, in either case not subject to
  U.S. federal income tax on a net income basis on income or gain from a Note
  or Coupon, and all of whose beneficiaries are non-U.S. persons; and the term
  "United States" means the United States of America (including the
  States thereof and the District of Columbia), its territories, its possessions
  and other areas subject to its jurisdiction. An individual present in the United
  States for one hundred and eighty-three (183) or more days in the taxable year
  in which such individual disposes of his or her Note is not a United States
  Alien.

  

  Section 1003 Additional Amounts. Any reference in this Second Supplemental
  Indenture to any amounts in respect of each series of Notes shall be deemed
  also to refer to any additional amounts which may be payable under this Article
  Ten or under any undertakings given in addition to, or in substitution for,
  this Article Ten pursuant to the Indenture.



  

  ARTICLE ELEVEN

  

  PRESCRIPTION



  Section 1101 Prescription. The Notes and Coupons will become void unless
  presented for payment within periods of ten (10) years (in the case of principal)
  and five years (in the case of interest) from the Relevant Date in respect of
  each series of Notes or, as the case may be, the Coupons, subject to the provisions
  contained in Sections 205, 305, 405, 505, and 604 through 608 hereof.

-28-





  ARTICLE TWELVE

  

  MISCELLANEOUS



  Section 1201 Enforcement. The Company shall enforce the provisions of
  the Indenture and the Notes, but it shall not be bound to take any such proceedings
  or any other action in relation to the Indenture or any series of Notes unless
  (a) it has been so directed by all Holders of the relevant series of Notes in
  relation to certain provisions as set out in the Indenture or so requested by
  the holders of at least the majority in principal amount of such series of Notes
  then outstanding (as defined in the Indenture) and (b) it has been indemnified
  to its satisfaction.

  

  Section 1202 Replacement of Notes and Coupons. Should any Note or Coupon
  be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified
  office of the Principal Paying Agent upon payment by the claimant of the expenses
  incurred in connection with the replacement and on such terms as to evidence
  and indemnity as the Company may reasonably require. Mutilated or defaced Notes
  or Coupons must be surrendered before replacements will be issued.

  

  Section 1203 Notices. In respect of the Notes, pursuant to Section 106
  of the Base Indenture all notices to the Holders will be valid if published
  in a leading English language daily newspaper published in London or such other
  English language daily newspaper with general circulation in Europe as the Trustee
  may approve, and so long as any series of Notes are listed on the Irish Stock
  Exchange and the guidelines of the Irish Stock Exchange so require, filed with
  the Companies Announcement Office of the Irish Stock Exchange; provided while
  any series of Notes is represented by a temporary Global Security or by a temporary
  Global Security and a permanent Global Security and such Global Security or
  Global Securities representing any series of Notes is/are held on behalf of
  Euroclear or Clearstream, Luxembourg, such notice will be provided in the manner
  described in the terms of such temporary Global Security or permanent Global
  Security. It is expected that notice by publication will normally be made in
  the Financial Times. The Company shall also ensure that notices are duly published
  in a manner which complies with the rules and procedures of any stock exchange
  or other relevant authority on which the relevant series of Notes are for the
  time being listed. Any such notice will be deemed to have been given on the
  date of the first publication or, where required to be published in more than
  one newspaper, on the date of the first publication in all required newspapers.
  If publication as provided above is not practicable, notice will be given in
  such other manner, and shall be deemed to have been given on such date, as the
  Trustee may approve. With respect to Coupons, Holders will be deemed for all
  purposes to have notice of the contents of any notice given to the Holders in
  accordance with this paragraph.

  

  Section 1204 Amendments, Consents and Waivers. Amendments, consents and
  waivers from the Holders of the Global Securities shall be obtained in accordance
  with the rules and procedures of Euroclear and/or Clearstream, Luxembourg. 

  

  Section 1205 Meetings. Meetings of Holders of interests shall be held
  in accordance with the rules and procedures of Euroclear and/or Clearstream,
  Luxembourg.

  



-29-





  Section 1206 Euroclear and Clearstream, Luxembourg. References in the
  Global Securities, the definitive Bearer Securities, this Second Supplemental
  Indenture and in the Base Indenture in respect of the Notes to Euroclear and/or
  Clearstream, Luxembourg shall be deemed to include references to any other clearing
  system approved by the Trustee. 

  

  Section 1207 Ratification of Indenture; Controlling Terms. The Base Indenture,
  as supplemented by this Second Supplemental Indenture and all exhibits hereto,
  is in all respects ratified and confirmed, and this Second Supplemental Indenture
  shall be deemed to be, and shall be construed as part of, the Base Indenture
  in the manner and to the extent herein and therein provided. In the event of
  a conflict between the terms of the Base Indenture and this Second Supplemental
  Indenture, this Second Supplemental Indenture shall control. In addition, in
  the event of a conflict between the terms of the Notes, issued in substantially
  the form attached hereto as Exhibits A, B, C, D, E, F, G, H, I, J, K and L,
  and the Indenture, the Notes shall control. 

  

  Section 1208 Trustee Not Responsible for Recitals. The recitals herein
  contained are made by the Company and not by the Trustee, and the Trustee assumes
  no responsibility for the correctness thereof. The Trustee makes no representation
  as to the validity or sufficiency of this Second Supplemental Indenture.

  

  Section 1209 Governing Law. This Second Supplemental Indenture and the
  Notes shall be governed by, and shall be construed in accordance with the laws
  of the State of New York.

  

  Section 1210 Separability. In case any one or more of the provisions
  contained in this Second Supplemental Indenture or in each series of Notes shall
  for any reason be held to be invalid, illegal or unenforceable in any respect,
  such invalidity, illegality or unenforceability shall not affect any other provisions
  of this Second Supplemental Indenture or of such Notes, but this Second Supplemental
  Indenture and such Notes shall be construed as if such invalid or illegal or
  unenforceable provision had never been contained herein or therein.

  

  Section 1211 Counterparts. This Second Supplemental Indenture may be
  executed in any number of counterparts each of which shall be an original; but
  such counterparts shall together constitute but one and the same instrument.

-30-




  

    

    IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
    Indenture to be duly executed, all as of the day and year first above written.

  
    
      
        
          
            

              

              

              PFIZER INC.

              

              By: /s Richard A. Passov 

              Name: Richard A. Passov

              Title: Senior Vice President and Treasurer

              

              

              

              

              THE BANK OF NEW YORK MELLON, AS TRUSTEE

              

              By: /s Paul Cattermole 

              Name: Paul Cattermole

              Title: Assistant Vice President

          

        

      

    

  









 





[Second Supplmental Indenture]



  

 

  EXHIBIT A

  

  FORM OF TEMPORARY GLOBAL SECURITY

  

  REPRESENTING THE EURO NOTES DUE 2013

 

PFIZER INC.

  

  TEMPORARY GLOBAL SECURITY

  

  €1,850,000,000

  

  3.625 PER CENT. NOTES DUE 2013

  

  ISIN: XS0432069747

  COMMON CODE: 043206974

 



  This temporary Global Security is issued in respect of the 3.625 per cent. notes
  due 2013 (the "Euro Notes due 2013") of Pfizer Inc. (the "Company").
  The Euro Notes due 2013 are issued subject to and with the benefit of an indenture,
  dated as of January 30, 2001 (the "Base Indenture") as supplemented
  by the Second Supplemental Indenture dated as of June 2, 2009 (the "Second
  Supplemental Indenture" and, together with the Base Indenture, the "Indenture"),
  which then shall have the meaning assigned to it in such instrument), between,
  among others, the Company and The Bank of New York Mellon as Trustee (the "Trustee").



  ARTICLE ONE

  

  PROMISE TO PAY



  Subject as provided in this temporary Global Security, the Company, for value
  received, promises to pay the bearer of this temporary Global Security the sum
  of €1,850,000,000 (one billion and eight hundred and fifty million Euros)
  or such lesser sum as is equal to the principal amount of the Euro Notes due
  2013 represented by this temporary Global Security on June 3, 2013 or on such
  earlier date as the principal in respect of this temporary Global Security may
  become due under the Indenture and to pay interest on the principal sum for
  the time being outstanding at the rate of 3.625 per cent. per annum from and
  including June 3, 2009 payable annually in arrear on each Interest Payment Date
  (as defined in the Indenture) until payment of the principal sum has been made
  or duly provided for in full together with any other amounts as may be payable,
  all subject to and under the Indenture.

  

  The principal amount of Euro Notes due 2013 represented by this temporary Global
  Security shall be the aggregate amount from time to time entered in the records
  of both Euroclear Bank S.A./N.V. and Clearstream Banking, société
  anonyme (together the "relevant 

 

A-1



Clearing Systems"). The records of the relevant Clearing Systems (which
  expression in this temporary Global Security means the records that each relevant
  Clearing System holds for its customers which reflect the amount of such customer's
  interest in the Euro Notes due 2013) shall be conclusive evidence of the principal
  amount of Euro Notes due 2013 represented by this temporary Global Security
  and, for these purposes, a statement issued by a relevant Clearing System (which
  statement shall be made available to the bearer upon request) stating the nominal
  amount of Euro Notes due 2013 represented by this temporary Global Security
  at any time shall be conclusive evidence of the records of the relevant Clearing
  System at that time.



  

  ARTICLE TWO

  

  EXCHANGE FOR PERMANENT GLOBAL SECURITY AND PURCHASES



  The permanent Global Security to be issued on exchange for interests in this
  temporary Global Security will be substantially in the form set out in Exhibit
  B of the Second Supplemental Indenture.

  

  Subject as provided below, the permanent Global Security will only have an entry
  made to represent definitive Bearer Securities after the date which is forty
  (40) days after the closing date for the Euro Notes due 2013 (the "Exchange
  Date").

  

  Interests in this temporary Global Security may be exchanged for interests recorded
  in the records of the relevant Clearing Systems in a duly executed and authenticated
  permanent Global Security without charge, in full or partial exchange for this
  temporary Global Security, in order that the permanent Global Security represents
  an aggregate principal amount of Euro Notes due 2013 equal to the principal
  amount of this temporary Global Security submitted for exchange. Notwithstanding
  the foregoing, no such exchange shall be made unless there shall have been presented
  to the Principal Paying Agent or such other person as the Principal Paying Agent
  may direct (the "Exchange Agent") by a relevant Clearing System a
  certificate to the effect that it has received from or in respect of a person
  entitled to a beneficial interest in a particular principal amount of the Euro
  Notes due 2013 (as shown by its records) a certificate of non-US beneficial
  ownership in the form required by it and substantially in the form set out in
  Exhibit A of the Base Indenture, from such person in the form required by it
  and substantially in the form set out in Exhibit B of the Base Indenture unless
  such certification has already been made.

  

  Notwithstanding the foregoing, where this temporary Global Security has been
  exchanged in part for the permanent Global Security pursuant to the foregoing
  and definitive Bearer Securities have been issued in exchange for the total
  amount of Euro Notes due 2013 represented by the permanent Global Security pursuant
  to its terms, then interests in this temporary Global Security will no longer
  be exchangeable for interests in the permanent Global Security but will be exchangeable,
  in full or partial exchange, for duly executed and authenticated definitive
  Bearer Securities, without charge, in the denomination of €50,000 each
  with Coupons attached, such definitive Bearer Securities to be substantially
  in the form set out in the Second Supplemental Indenture. Notwithstanding the
  foregoing, definitive Bearer Securities shall not be so issued and delivered
  unless there shall have been presented to the Exchange

A-2





  Agent by a relevant Clearing System a certificate to the effect that it has
  received from or in respect of a person entitled to a beneficial interest in
  a particular principal amount of Euro Notes due 2013 (as shown by its records)
  a certificate of non-US beneficial ownership in the form required by it and
  substantially in the form set out in Exhibit A of the Base Indenture, from such
  person in the form required by it and substantially in the form set out in Exhibit
  B of the Base Indenture unless such certification has already been made.

  

  Any person who would, but for the provisions of this temporary Global Security
  and of the Indenture, otherwise be entitled to receive either (a) an interest
  in the permanent Global Security or (b) definitive Bearer Securities shall not
  be entitled to require the exchange of an appropriate part of this temporary
  Global Security for an interest in the permanent Global Security or definitive
  Bearer Securities unless and until he shall have delivered or caused to be delivered
  to a relevant Clearing System a certificate of non-US beneficial ownership in
  the form required by it and substantially in the form set out in Exhibit A of
  the Base Indenture.

  

  Presentation of this temporary Global Security for exchange shall be made by
  the bearer hereof on any day (other than a Saturday or Sunday) on which banks
  are open for general business in London. The aggregate principal amount of interests
  in the permanent Global Security recorded in the records of the relevant Clearing
  Systems or, as the case may be, definitive Bearer Securities issued upon an
  exchange of this temporary Global Security will, subject to the terms hereof,
  be equal to the aggregate principal amount of this temporary Global Security
  submitted by the bearer for exchange (to the extent that such principal amount
  does not exceed the aggregate principal amount of this temporary Global Security).

  

  Upon (a) any exchange of a part of this temporary Global Security for an interest
  in the permanent Global Security or for a definitive Bearer Security, (b) receipt
  of instructions from a relevant Clearing System that, following the purchase
  by or on behalf of the Company of a part of this temporary Global Security,
  part is to be cancelled or (c) any redemption of a part of this temporary Global
  Security, the Company shall procure that the portion of the principal amount
  of this temporary Global Security so exchanged, cancelled or redeemed shall
  be entered pro rata in the records of the relevant Clearing Systems. On an exchange
  in whole of this temporary Global Security, this temporary Global Security shall
  be surrendered to or to the order of the Paying Agent.



  

  ARTICLE THREE

  BENEFITS



  Until the entire principal amount of this temporary Global Security has been
  extinguished in exchange for the permanent Global Security and/or definitive
  Bearer Securities, the bearer of this temporary Global Security shall in all
  respects be entitled to the same benefits as if he were the bearer of the definitive
  Bearer Securities referred to above, except that the bearer of this temporary
  Global Security shall only be entitled to receive any payment on this temporary
  Global Security on presentation of certificates as provided below. Accordingly,
  except as ordered by a court of competent jurisdiction or as required by law
  or applicable regulation, the Company, Trustee and any Paying Agent may deem
  and treat the holder of this 

A-3



temporary Global Security as the absolute owner of this temporary Global Security
  for all purposes. All payments of any amounts payable and paid to such holder
  shall, to the extent of the sums so paid, discharge the liability for the moneys
  payable on this temporary Global Security and on the relevant definitive Bearer
  Securities and/or Coupons.



  ARTICLE FOUR

  PAYMENTS



  Payments due in respect of Euro Notes due 2013 for the time being represented
  by this temporary Global Security shall be made to the bearer of this temporary
  Global Security only upon presentation by a relevant Clearing System to the
  Paying Agent at its specified office of a certificate to the effect that it
  has received from or in respect of a person entitled to a particular principal
  amount of the Euro Notes due 2013 (as shown on its records) a certificate of
  non-US beneficial ownership in the form required by it and substantially in
  the form set forth in Exhibit A of the Base Indenture. Each payment so made
  will discharge the Company's obligations in respect thereof.

  

  The bearer of this temporary Global Security will not be entitled to receive
  any payment of interest due on or after the Exchange Date unless, upon due certification,
  exchange of this temporary Global Security is improperly withheld or refused.

  

  Upon any payment in respect of the Euro Notes due 2013 represented by this temporary
  Global Security, the Company shall procure that the amount so paid shall be
  entered pro rata in the records of the relevant Clearing Systems. In the case
  of any payment of principal the Company shall procure that the amount so paid
  shall be entered pro rata in the records of the relevant Clearing Systems and,
  upon such entry being made, the principal amount of the Euro Notes due 2013
  recorded in the records of the relevant Clearing Systems and represented by
  this temporary Global Security shall be reduced by the amount so paid. Any failure
  to make such entries shall not affect the discharge referred to in the first
  paragraph above.



  

  ARTICLE FIVE

  

  ACCOUNTHOLDERS



  For so long as any of the Euro Notes due 2013 is represented by this temporary
  Global Security or by this temporary Global Security and the permanent Global
  Security and such Global Security(s) is/are held on behalf of the relevant Clearing
  Systems, each person (other than a relevant Clearing System) who is for the
  time being shown in the records of a relevant Clearing System as the holder
  of a particular principal amount of Euro Notes due 2013 (each an "Accountholder")
  (in which regard any certificate or other document issued by a relevant Clearing
  System as to the principal amount of such Euro Notes due 2013 standing to the
  account of any person shall, in the absence of manifest error, be conclusive
  and binding for all purposes) shall be treated as the holder of such principal
  amount of such Euro Notes due 2013 for all purposes (including but not limited
  to, for the purposes of any quorum requirements of, or the right to demand a
  poll at, meetings of the Holders and giving notice to the Company pursuant to
  Section 501 of the Base Indenture) other than with respect to the payment of
  principal amount and interest of such Euro Notes due 2013, the right to which
  shall be vested, as against the Company, solely in the bearer of this temporary
  Global Security in accordance with and subject to its terms and the terms of
  the Indenture. The Trustee will look solely to the relevant Clearing Systems
  for the determination of who may be treated as an Accountholder for all purposes
  under the Indenture (including but not limited to, for the purposes of any quorum
  requirements of, or the right to demand a poll at, meetings of the Holders and
  giving notice to the Company pursuant

A-4



 to Section 501 of the Base Indenture) other than with respect to the payment
  of principal amount and interest of such Euro Notes due 2013, the right to which
  shall be vested, as against the Company, solely in the bearer of this temporary
  Global Security in accordance with and subject to its terms and the terms of
  the Indenture. Each Accountholder must look solely to the relevant Clearing
  Systems, for its share of each payment made to the bearer of this temporary
  Global Security. With respect to this temporary Global Security, the "records"
  of the relevant Clearing Systems shall mean the records that each of the relevant
  Clearing Systems holds for its customers which reflect the amount of such customer's
  interest in the Euro Notes due 2013.

  

  The Company covenants in favor of each Accountholder that it will make all payments
  in respect of the principal amount of Euro Notes due 2013 for the time being
  shown in the records of the relevant Clearing Systems as being held by the Accountholder
  and represented by this temporary Global Security to the bearer of this temporary
  Global Security in accordance with Article One hereof and acknowledges that
  each Accountholder may take proceedings to enforce this covenant and any of
  the other rights which it has under the first paragraph of this clause directly
  against the Company.



  ARTICLE SIX

  NOTICES



  For so long as all of the Euro Notes due 2013 are represented by this temporary
  Global Security or by this temporary Global Security and the permanent Global
  Security and such Global Security(s) is/are held on behalf of a relevant Clearing
  System, notices to Holders may be given by delivery of the relevant notice to
  the relevant Clearing Systems for communication to the relative Accountholders
  rather than by publication as required by Section 1203 of the Second Supplemental
  Indenture; provided that, so long as the Euro Notes due 2013 are listed on the
  Luxembourg Stock Exchange, notice will also be given by filing with the Companies
  Announcement Office of the Irish Stock Exchange if and to the extent that the
  guidelines of the Irish Stock Exchange so require. Any such notice shall be
  deemed to have been given to the Holders on the second day after the day on
  which such notice is delivered to the relevant Clearing Systems as aforesaid.



  ARTICLE SEVEN

  

  PRESCRIPTION



  Claims against the Company in respect of principal and interest on the Euro
  Notes due 2013 represented by this temporary Global Security will be prescribed
  after ten (10) years

A-5



 (in the case of principal and five (5) years (in the case of interest) from
  the Relevant Date (as defined in Article Ten of the Second Supplemental Indenture).



  ARTICLE EIGHT

  

  REDEMPTION AT THE OPTION OF THE COMPANY



  For so long as all of the Euro Notes due 2013 are represented by this temporary
  Global Security or by this temporary Global Security and the permanent Global
  Security and such Global Security(s) is/are held on behalf of a relevant Clearing
  System, no drawing of Euro Notes due 2013 to be redeemed will be required under
  Section 703 of the Second Supplemental Indenture in the event that the Company
  exercises its option pursuant to Section 702 of the Second Supplemental Indenture
  in respect of less than the aggregate principal amount of the Euro Notes due
  2013 outstanding at such time. In such event, the partial redemption will be
  effected in accordance with the rules and procedures of the relevant Clearing
  Systems (to be reflected in the records of the relevant Clearing Systems as
  either a pool factor or a reduction in nominal amount, at their discretion).



  ARTICLE NINE

  

  THE RELEVANT CLEARING SYSTEMS



  The Euro Notes due 2013 represented by this temporary Global Security are transferable
  in accordance with the rules and procedures of the relevant Clearing Systems.



  ARTICLE TEN

  

  AUTHENTICATION AND EFFECTUATION



  This temporary Global Security shall not become valid or enforceable for any
  purpose unless and until it has been authenticated by or on behalf of the Trustee
  referred to herein and effectuated by the entity appointed as common safe-keeper
  by the relevant Clearing Systems.



  ARTICLE ELEVEN

  

  GOVERNING LAW



  This temporary Global Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.



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



PFIZER INC 

 

A-6





  .

  

  Dated: 

  By:____________________________ __

  Name: 

  Title: 

  

  Attest:______________________________

  Name: 

  Title: 

  Dated: 

 




  
    
      CERTIFICATE OF AUTHENTICATION

        This is one of the Securities of the series designated therein
        referred to in the within-mentioned Second Supplemental Indenture.

        

        The Bank of New York Mellon, as Trustee

        

        By:_______________________________

        Name: 

        Title: 

        

        

        CERTIFICATE OF EFFECTUATION

        Effectuated without recourse, warranty or liability by

        

        __________________________________

        as common safe-keeper

      By:_______________________________

        Name: 

        Title: 

      

      
        
          
            
              
                
                  
                    
                       

                    

                  

                

              

            

          

        

      

    

  



A-7



 



  EXHIBIT B

  

  FORM OF PERMANENT GLOBAL SECURITY

  

  REPRESENTING THE EURO NOTES DUE 2013



  

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



  PFIZER INC.

  

  PERMANENT GLOBAL SECURITY

  

  €1,850,000,000

  

  3.625 PER CENT. NOTES DUE 2013

  

  ISIN: XS0432069747

  COMMON CODE: 043206974



  This permanent Global Security is issued in respect of the 3.625 per cent. notes
  due 2013 (the "Euro Notes due 2013") of Pfizer Inc. (the "Company").
  The Euro Notes due 2013 are initially represented by a temporary Global Security
  interests in which will be exchanged in accordance with the terms of the temporary
  Global Security for interests in this permanent Global Security and, if applicable,
  definitive Bearer Securities. The Euro Notes due 2013 are issued subject to
  and with the benefit of an indenture, dated as of January 30, 2001 (the "Base
  Indenture") as supplemented by the Second Supplemental Indenture dated
  as of June 2, 2009 (the "Second Supplemental Indenture" and, together
  with the Base Indenture, the "Indenture", which then shall have the
  meaning assigned to it in such instrument), between, among others, the Company
  and The Bank of New York Mellon as Trustee (the "Trustee").



  ARTICLE ONE

  PROMISE TO PAY



  Subject as provided in this permanent Global Security, the Company, for value
  received, promises to pay the bearer of this permanent Global Security the sum
  of €1,850,000,000 (one billion and eight hundred and fifty million Euros)
  or such lesser sum as is equal to the principal amount of the Euro Notes due
  2013 represented by this permanent Global Security on June 3, 2013 or on such
  earlier date as the principal in respect of this permanent Global Security may
  become due under the Indenture and to pay interest on the principal sum for

B-1



 the time being outstanding at the rate of 3.625 per cent. per annum from and
  including June 3, 2009 payable annually in arrear on each Interest Payment Date
  (as defined in the Indenture) until payment of the principal sum has been made
  or duly provided for in full together with any other amounts as may be payable,
  all subject to and under the Indenture.

  

  The principal amount of Euro Notes due 2013 represented by this permanent Global
  Security shall be the aggregate amount from time to time entered in the records
  of both Euroclear Bank S.A./N.V. and Clearstream Banking, société
  anonyme (together the "relevant Clearing Systems"). The records of
  the relevant Clearing Systems (which expression in this permanent Global Security
  means the records that each relevant Clearing System holds for its customers
  which reflect the amount of such customer's interest in the Euro Notes due 2013)
  shall be conclusive evidence of the principal amount of Euro Notes due 2013
  represented by this permanent Global Security and, for these purposes, a statement
  issued by a relevant Clearing System (which statement shall be made available
  to the bearer upon request) stating the nominal amount of Euro Notes due 2013
  represented by this permanent Global Security at any time shall be conclusive
  evidence of the records of the relevant Clearing System at that time.



  ARTICLE TWO

EXCHANGE OF INTERESTS IN THE TEMPORARY GLOBAL SECURITY FOR
  INTERESTS IN THIS PERMANENT GLOBAL SECURITY



  Upon any exchange of an interest recorded in the records of the relevant Clearing
  Systems in the temporary Global Security representing the Euro Notes due 2013
  for an interest recorded in the records of the relevant Clearing Systems in
  this permanent Global Security, the Company shall procure that details of such
  exchange shall be entered pro rata in the records of the relevant Clearing Systems.



  ARTICLE THREE

  

  EXCHANGE FOR DEFINITIVE BEARER SECURITIES AND PURCHASES



  The permanent Global Security will be exchangeable in whole but not in part
  (free of charge to the holder) for definitive Bearer Securities only: 

  

  (a) upon the happening of any of the events defined in the Indenture as "Events
  of Default"; 

  

  (b) if either Euroclear or Clearstream, Luxembourg is closed for business for
  a continuous period of fourteen (14) days (other than by reason of holiday,
  statutory or otherwise) or announces an intention permanently to cease business
  or does in fact do so and no alternative clearing system satisfactory to the
  Trustee is available; or 

  

  (c) if the Company would suffer a disadvantage as a result of a change in laws
  or regulations (taxation or otherwise) or as a result of a change in the practice
  of Euroclear and/or Clearstream, Luxembourg which would not be suffered were
  the Euro Notes due 2013 in 

 

B-2



definitive form and a certificate to such effect signed by two current directors
  of the Company is given to the Trustee; or

  

  (d) upon not less than sixty (60) days' written notice from Euroclear and/or
  Clearstream, Luxembourg (acting on the instructions of any holder of an interest
  in such permanent Global Security) to the Principal Paying Agent.

  

  Thereupon (in the case of (a), (b) and (c) above) the holder of the permanent
  Global Security (acting on the instructions of one or more of the Accountholders
  (as defined below)) or the Trustee may give notice to the Company and (in the
  case of (c) above) the Company may give notice to the Trustee and the Holders,
  of its intention to exchange the permanent Global Security for definitive Bearer
  Securities on or after the Exchange Date (as defined below).

  

  On or after the Exchange Date the holder of the permanent Global Security may
  or, in the case of (c) above, shall surrender the permanent Global Security
  to or to the order of the Principal Paying Agent. In exchange for the permanent
  Global Security the Company will deliver, or procure the delivery of, an equal
  aggregate principal amount of definitive Bearer Securities (having attached
  to them all Coupons in respect of interest which has not already been paid on
  the permanent Global Security), security printed in accordance with any applicable
  legal and stock exchange requirements and in or substantially in the form set
  out in the Indenture. On exchange of the permanent Global Security, the Company
  will procure that it is cancelled and, if the holder so requests, returned to
  the holder together with any relevant definitive Bearer Securities. Definitive
  Bearer Securities to be delivered on exchange shall be delivered only outside
  the United States. The definitive Bearer Securities to be issued on exchange
  will be in bearer form in the denomination of €50,000 each with Coupons
  attached and will be substantially in the form set out in Exhibit C to the Second
  Supplemental Indenture.

  

  The Company shall deliver to the Trustee sufficient definitive Bearer Securities
  to give effect to any exchange as set forth in this Article Three. 

  

  For these purposes, "Exchange Date" means a day specified in the notice
  requiring exchange falling not less than sixty (60) days after that on which
  such notice is given and being a day on which banks are open for general business
  in the place in which the specified office of the Principal Paying Agent is
  located and, except in the case of exchange pursuant to (b) above, in the place
  in which the relevant clearing system is located.



  

  ARTICLE FOUR

  

  BENEFITS



  Until the entire principal amount of this permanent Global Security has been
  extinguished in exchange for definitive Bearer Securities or in any other manner
  envisaged by the terms of the Second Supplemental Indenture, the bearer of this
  permanent Global Security shall in all respects be entitled to the same benefits
  as if he were the bearer of the definitive Bearer Securities referred to above.
  Accordingly, except as ordered by a court of competent 

 

B-3



jurisdiction or as required by law or applicable regulation, the Company, the
  Trustee and any Paying Agent may deem and treat the holder of this permanent
  Global Security as the absolute owner of this permanent Global Security for
  all purposes. All payments of any amounts payable and paid to such holder shall,
  to the extent of the sums so paid, discharge the liability for the moneys payable
  on this permanent Global Security and on the relevant definitive Bearer Securities
  and/or Coupons.



  ARTICLE FIVE

  

  PAYMENTS



  Payments due in respect of Euro Notes due 2013 for the time being represented
  by this permanent Global Security shall be made to the bearer of this permanent
  Global Security and each payment so made will discharge the Company's obligations
  in respect thereof.

  

  Upon any payment in respect of the Euro Notes due 2013 represented by this permanent
  Global Security, the Company shall procure that the amount so paid shall be
  entered pro rata in the records of the relevant Clearing Systems. In the case
  of any payment of principal the Company shall procure that the amount so paid
  shall be entered pro rata in the records of the relevant Clearing Systems and,
  upon any such entry being made, the principal amount of the Euro Notes due 2013
  recorded in the records of the relevant Clearing Systems and represented by
  this permanent Global Security shall be reduced by the amount so paid. Any failure
  to make such entries shall not affect the discharge referred to in the previous
  paragraph.



  ARTICLE SIX

  

  ACCOUNTHOLDERS



  For so long as any of the Euro Notes due 2013 are represented by this permanent
  Global Security or by this permanent Global Security and the temporary Global
  Security and such Global Security(s) is/are held on behalf of the relevant Clearing
  Systems, each person (other than a relevant Clearing System) who is for the
  time being shown in the records of a relevant Clearing System as the holder
  of a particular principal amount of Euro Notes due 2013 (each an "Accountholder")
  (in which regard any certificate or other document issued by a relevant Clearing
  System as to the principal amount of such Euro Notes due 2013 standing to the
  account of any person shall, in the absence of any manifest error, be conclusive
  and binding for all purposes) shall be treated as the holder of such principal
  amount of such Euro Notes due 2013 for all purposes (including but not limited
  to, for the purposes of any quorum requirements of, or the right to demand a
  poll at, meetings of the Holders and giving notice to the Company pursuant to
  Section 501 of the Base Indenture) other than with respect to the payment of
  principal amount and interest on such principal amount of such Euro Notes due
  2013, the right to which shall be vested, as against the Company, solely in
  the bearer of this permanent Global Security in accordance with and subject
  to its terms and the terms of the Indenture. The Trustee will look solely to
  the relevant Clearing Systems for the determination of who may be treated as
  an Accountholder for all purposes under the Indenture (including but not limited
  to, for the purposes of any quorum requirements of, or the right to demand a
  poll at, meetings of the Holders and



B-4



giving notice to the Company pursuant to Section 501 of the Base Indenture)
  other than with respect to the payment of principal amount and interest on such
  principal amount of such Euro Notes due 2013, the right to which shall be vested,
  as against the Company, solely in the bearer of this temporary Global Security
  in accordance with and subject to its terms and the terms of the Indenture.

  

  Each Accountholder must look solely to the relevant Clearing Systems for its
  share of each payment made to the bearer of this permanent Global Security.
  With respect to this permanent Global Security, the "records" of Euroclear
  and Clearstream, Luxembourg shall mean the records that each of Euroclear and
  Clearstream, Luxembourg holds for its customers which reflect the amount of
  such customer's interest in the Euro Notes due 2013.

  

  The Company covenants in favor of each Accountholder that it will make all payments
  in respect of the principal amount of Euro Notes due 2013 for the time being
  shown in the records of the relevant Clearing Systems as being held by the Accountholder
  and represented by this permanent Global Security to the bearer of this permanent
  Global Security in accordance with Article One above and acknowledges that each
  Accountholder may take proceedings to enforce this covenant and any of the other
  rights which it has under the first paragraph of this clause directly against
  the Company.



  ARTICLE SEVEN

  

  NOTICES



  For so long as all of the Euro Notes due 2013 are represented by this permanent
  Global Security or by this permanent Global Security and the temporary Global
  Security and such Global Security(s) is/are held on behalf of a relevant Clearing
  System, notices to Holders may be given by delivery of the relevant notice to
  the relevant Clearing Systems for communication to the relative Accountholders
  rather than by publication as required by Section 1203 of the Second Supplemental
  Indenture, provided that, so long as the Euro Notes due 2013 are listed on the
  Irish Stock Exchange, notice will also be given by filing with the Companies
  Announcement Office of the Irish Stock Exchange if and to the extent that the
  guidelines of the Irish Stock Exchange so require. Any such notice shall be
  deemed to have been given to the Holders on the second day after the day on
  which such notice is delivered to the relevant Clearing Systems as aforesaid.



  ARTICLE EIGHT

  

  PRESCRIPTION



  Claims against the Company in respect of principal and interest on the Euro
  Notes due 2013 represented by this permanent Global Security will be prescribed
  after ten (10) years (in the case of principal) and five (5) years (in the case
  of interest) from the Relevant Date (as defined in Article Ten of the Second
  Supplemental Indenture).

B-5



ARTICLE NINE

  

  REDEMPTION AT THE OPTION OF THE COMPANY



  For so long as all of the Euro Notes due 2013 are represented by this permanent
  Global Security or by this permanent Global Security and the temporary Global
  Security and such Global Security(s) is/are held on behalf of the relevant Clearing
  Systems, no drawing of Euro Notes due 2013 to be redeemed will be required under
  Section 703 of the Second Supplemental Indenture in the event that the Company
  exercises its option pursuant to Section 702 of the Second Supplemental Indenture
  in respect of less than the aggregate principal amount of the Euro Notes due
  2013 outstanding at such time. In such event, the partial redemption will be
  effected in accordance with the rules and procedures of the relevant Clearing
  Systems (to be reflected in the records of the relevant Clearing Systems as
  either a pool factor or a reduction in nominal amount, at their discretion).



  ARTICLE TEN

  

  THE RELEVANT CLEARING SYSTEMS



  The Euro Notes due 2013 represented by this permanent Global Security are transferable
  in accordance with the rules and procedures of the relevant Clearing Systems.



  ARTICLE ELEVEN

  

  AUTHENTICATION AND EFFECTUATION



  This permanent Global Security shall not become valid or enforceable for any
  purpose unless and until it has been authenticated by or on behalf of the Trustee
  referred to herein and effectuated by the entity appointed as common safe-keeper
  by the relevant Clearing Systems.



  ARTICLE TWELVE

  

  GOVERNING LAW



  This permanent Global Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.

B-6





  

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

  

  

  PFIZER INC.



  Dated: 

  By:____________________________ __

  Name: 

  Title: 



  Attest:______________________________

  Name: 

  Title: 

  Dated: 

 


  
    
      
        
          
            
              
                
                  
                    
                       

                    

                  

                

              

               

            

          

          CERTIFICATE OF AUTHENTICATION

            This is one of the Securities of the series designated therein
            referred to in the within-mentioned Second Supplemental Indenture.

            

            The Bank of New York Mellon, as Trustee

            

            By:_______________________________

            Name: 

            Title: 

            

            

            CERTIFICATE OF EFFECTUATION

            Effectuated without recourse, warranty or liability by

            

            __________________________________

            as common safe-keeper

          By:_______________________________

            Name: 

            Title: 

          

        

      

    

  



B-7





  EXHIBIT C

  

  FORM OF DEFINITIVE BEARER SECURITY

  

  REPRESENTING THE EURO NOTES DUE 2013

  

  AND RELATED COUPON

 

DEFINITIVE BEARER SECURITY



  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

_______________________________________________________________________________________________

[0,000/00,000]           ISIN:                           
  COMMON CODE:             [Serial
  No.]

                                 XS0432069747
                    043206974         

_______________________________________________________________________________________________

 

PFIZER INC.

  

  €1,850,000,000 3.625 PER CENT.

  NOTES DUE 2013



  This definitive Bearer Security is issued in respect of the 3.625 per cent.
  notes due 2013 (the Euro Notes due 2013") of Pfizer Inc. ( the "Company").
  The issue of the Euro Notes due 2013 was authorized by a resolution of the Securities
  Committee of the Company on May 27, 2009, pursuant to an authorization of the
  Board of Directors of the Company dated June 27, 2002. The Euro Notes due 2013
  are issued subject to and with the benefit of an indenture, dated as of January
  30, 2001 (the "Base Indenture") as supplemented by the Second Supplemental
  Indenture dated as of June 2, 2009 (the "Second Supplemental Indenture"
  and, together with the Base Indenture, the "Indenture", which then
  shall have the meaning assigned to it in such instrument), between, among others,
  the Company and The Bank of New York Mellon as Trustee. The Euro Notes due 2013
  are issued as Securities in bearer form in the denomination of €50,000
  each with Coupons attached in an aggregate principal amount of €1,850,000,000.

  

  The Company for value received and subject to and in accordance with the Indenture
  hereby promises to pay to the bearer on June 3, 2013 (or on such earlier date
  as the principal sum hereunder mentioned may become repayable in accordance
  with the Indenture) the principal sum of:



  [€      ]

C-1





  together with interest on the said principal sum at the rate of 3.625 per cent.
  per annum payable annually in arrear on each Interest Payment Date and together
  with such other amounts (if any) as may be payable, all subject to and in accordance
  with the provisions of the Indenture.

  

  Neither this definitive Bearer Security nor the Coupons appertaining hereto
  shall be or become valid or obligatory for any purpose unless and until this
  definitive Bearer Security has been authenticated by or on behalf of the Trustee
  referred to herein.

  

  This definitive Bearer Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.

  

C-2





  

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



  PFIZER INC.



  Dated: 

  By:______________________________

  Name: 

  Title: 



  Attest:_____________________________

  Name: 

  Title: 

  Dated: 






  
    
      
        
          

            CERTIFICATE OF AUTHENTICATION

            

            This is one of the Securities of the series designated therein
            referred to in the within-mentioned Second Supplemental Indenture.

            

            The Bank of New York Mellon, as Trustee

            

            By:_______________________________

            Name: 

            Title: 

          

        

      

    

  



 

C-3





  FORM OF COUPON



  On the front:



  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



  PFIZER INC.

  

  €1,850,000,000 3.625 PER CENT.

  NOTES DUE 2013



  Coupon appertaining to a definitive Bearer Security in the denomination of €50,000.



  This Coupon is separately                 
  Coupon for

  negotiable, payable to bearer,            [
      ] [     ]

  and subject to the                              due
  on

  terms of the Indenture.                       [    
  ], [20    ]



PFIZER INC.

  

  By: ____________________

 

_________________________________________________________________________ 



  [No.]       [0,000/00,000]       
  ISIN:              COMMON
  CODE:         [Serial No.]

                                         XS0432069747
          043206974  

__________________________________________________________________________

 

C-4





  EXHIBIT D

  

  FORM OF TEMPORARY GLOBAL SECURITY

  

  REPRESENTING THE EURO NOTES DUE 2016

 

PFIZER INC.

  

  TEMPORARY GLOBAL SECURITY

  

  €2,000,000,000

  

  4.750 PER CENT. NOTES DUE 2016



  ISIN: XS0432070752

  COMMON CODE: 043207075



  This temporary Global Security is issued in respect of the 4.750 per cent. notes
  due 2016 (the "Euro Notes due 2016") of Pfizer Inc. (the "Company").
  The Euro Notes due 2016 are issued subject to and with the benefit of an indenture,
  dated as of January 30, 2001 (the "Base Indenture") as supplemented
  by the Second Supplemental Indenture dated as of June 2, 2009 (the "Second
  Supplemental Indenture" and, together with the Base Indenture, the "Indenture"),
  which then shall have the meaning assigned to it in such instrument), between,
  among others, the Company and The Bank of New York Mellon as Trustee (the "Trustee").



  ARTICLE ONE

  

  PROMISE TO PAY



  Subject as provided in this temporary Global Security, the Company, for value
  received, promises to pay the bearer of this temporary Global Security the sum
  of €2,000,000,000 (two billion Euros) or such lesser sum as is equal to
  the principal amount of the Euro Notes due 2016 represented by this temporary
  Global Security on June 3, 2016 or on such earlier date as the principal in
  respect of this temporary Global Security may become due under the Indenture
  and to pay interest on the principal sum for the time being outstanding at the
  rate of 4.750 per cent. per annum from and including June 3, 2009 payable annually
  in arrear on each Interest Payment Date (as defined in the Indenture) until
  payment of the principal sum has been made or duly provided for in full together
  with any other amounts as may be payable, all subject to and under the Indenture.

  

  The principal amount of Euro Notes due 2016 represented by this temporary Global
  Security shall be the aggregate amount from time to time entered in the records
  of both Euroclear Bank S.A./N.V. and Clearstream Banking, société
  anonyme (together the "relevant 

 

D-1



Clearing Systems"). The records of the relevant Clearing Systems (which
  expression in this temporary Global Security means the records that each relevant
  Clearing System holds for its customers which reflect the amount of such customer's
  interest in the Euro Notes due 2016) shall be conclusive evidence of the principal
  amount of Euro Notes due 2016 represented by this temporary Global Security
  and, for these purposes, a statement issued by a relevant Clearing System (which
  statement shall be made available to the bearer upon request) stating the nominal
  amount of Euro Notes due 2016 represented by this temporary Global Security
  at any time shall be conclusive evidence of the records of the relevant Clearing
  System at that time.



  ARTICLE TWO

  

  EXCHANGE FOR PERMANENT GLOBAL SECURITY AND PURCHASES



  The permanent Global Security to be issued on exchange for interests in this
  temporary Global Security will be substantially in the form set out in Exhibit
  E of the Second Supplemental Indenture.

  

  Subject as provided below, the permanent Global Security will only have an entry
  made to represent definitive Bearer Securities after the date which is forty
  (40) days after the closing date for the Euro Notes due 2016 (the "Exchange
  Date").

  

  Interests in this temporary Global Security may be exchanged for interests recorded
  in the records of the relevant Clearing Systems in a duly executed and authenticated
  permanent Global Security without charge, in full or partial exchange for this
  temporary Global Security, in order that the permanent Global Security represents
  an aggregate principal amount of Euro Notes due 2016 equal to the principal
  amount of this temporary Global Security submitted for exchange. Notwithstanding
  the foregoing, no such exchange shall be made unless there shall have been presented
  to the Principal Paying Agent or such other person as the Principal Paying Agent
  may direct (the "Exchange Agent") by a relevant Clearing System a
  certificate to the effect that it has received from or in respect of a person
  entitled to a beneficial interest in a particular principal amount of the Euro
  Notes due 2016 (as shown by its records) a certificate of non-US beneficial
  ownership in the form required by it and substantially in the form set out in
  Exhibit A of the Base Indenture, from such person in the form required by it
  and substantially in the form set out in Exhibit B of the Base Indenture unless
  such certification has already been made.

  

  Notwithstanding the foregoing, where this temporary Global Security has been
  exchanged in part for the permanent Global Security pursuant to the foregoing
  and definitive Bearer Securities have been issued in exchange for the total
  amount of Euro Notes due 2016 represented by the permanent Global Security pursuant
  to its terms, then interests in this temporary Global Security will no longer
  be exchangeable for interests in the permanent Global Security but will be exchangeable,
  in full or partial exchange, for duly executed and authenticated definitive
  Bearer Securities, without charge, in the denomination of €50,000 each
  with Coupons attached, such definitive Bearer Securities to be substantially
  in the form set out in the Second Supplemental Indenture. Notwithstanding the
  foregoing, definitive Bearer Securities shall not be so issued and delivered
  unless there shall have been presented to the Exchange

D-2



 Agent by a relevant Clearing System a certificate to the effect that it has
  received from or in respect of a person entitled to a beneficial interest in
  a particular principal amount of Euro Notes due 2016 (as shown by its records)
  a certificate of non-US beneficial ownership in the form required by it and
  substantially in the form set out in Exhibit A of the Base Indenture, from such
  person in the form required by it and substantially in the form set out in Exhibit
  B of the Base Indenture unless such certification has already been made.

  

  Any person who would, but for the provisions of this temporary Global Security
  and of the Indenture, otherwise be entitled to receive either (a) an interest
  in the permanent Global Security or (b) definitive Bearer Securities shall not
  be entitled to require the exchange of an appropriate part of this temporary
  Global Security for an interest in the permanent Global Security or definitive
  Bearer Securities unless and until he shall have delivered or caused to be delivered
  to a relevant Clearing System a certificate of non-US beneficial ownership in
  the form required by it and substantially in the form set out in Exhibit A of
  the Base Indenture.

  

  Presentation of this temporary Global Security for exchange shall be made by
  the bearer hereof on any day (other than a Saturday or Sunday) on which banks
  are open for general business in London. The aggregate principal amount of interests
  in the permanent Global Security recorded in the records of the relevant Clearing
  Systems or, as the case may be, definitive Bearer Securities issued upon an
  exchange of this temporary Global Security will, subject to the terms hereof,
  be equal to the aggregate principal amount of this temporary Global Security
  submitted by the bearer for exchange (to the extent that such principal amount
  does not exceed the aggregate principal amount of this temporary Global Security).

  

  Upon (a) any exchange of a part of this temporary Global Security for an interest
  in the permanent Global Security or for a definitive Bearer Security, (b) receipt
  of instructions from a relevant Clearing System that, following the purchase
  by or on behalf of the Company of a part of this temporary Global Security,
  part is to be cancelled or (c) any redemption of a part of this temporary Global
  Security, the Company shall procure that the portion of the principal amount
  of this temporary Global Security so exchanged, cancelled or redeemed shall
  be entered pro rata in the records of the relevant Clearing Systems. On an exchange
  in whole of this temporary Global Security, this temporary Global Security shall
  be surrendered to or to the order of the Paying Agent.



  ARTICLE THREE

  

  BENEFITS



  Until the entire principal amount of this temporary Global Security has been
  extinguished in exchange for the permanent Global Security and/or definitive
  Bearer Securities, the bearer of this temporary Global Security shall in all
  respects be entitled to the same benefits as if he were the bearer of the definitive
  Bearer Securities referred to above, except that the bearer of this temporary
  Global Security shall only be entitled to receive any payment on this temporary
  Global Security on presentation of certificates as provided below. Accordingly,
  except as ordered by a court of competent jurisdiction or as required by law
  or applicable regulation, the Company, Trustee and any Paying Agent may deem
  and treat the holder of this

D-3



 temporary Global Security as the absolute owner of this temporary Global Security
  for all purposes. All payments of any amounts payable and paid to such holder
  shall, to the extent of the sums so paid, discharge the liability for the moneys
  payable on this temporary Global Security and on the relevant definitive Bearer
  Securities and/or Coupons.



  ARTICLE FOUR

  

  PAYMENTS



  Payments due in respect of Euro Notes due 2016 for the time being represented
  by this temporary Global Security shall be made to the bearer of this temporary
  Global Security only upon presentation by a relevant Clearing System to the
  Paying Agent at its specified office of a certificate to the effect that it
  has received from or in respect of a person entitled to a particular principal
  amount of the Euro Notes due 2016 (as shown on its records) a certificate of
  non-US beneficial ownership in the form required by it and substantially in
  the form set forth in Exhibit A of the Base Indenture. Each payment so made
  will discharge the Company's obligations in respect thereof.

  

  The bearer of this temporary Global Security will not be entitled to receive
  any payment of interest due on or after the Exchange Date unless, upon due certification,
  exchange of this temporary Global Security is improperly withheld or refused.

  

  Upon any payment in respect of the Euro Notes due 2016 represented by this temporary
  Global Security, the Company shall procure that the amount so paid shall be
  entered pro rata in the records of the relevant Clearing Systems. In the case
  of any payment of principal the Company shall procure that the amount so paid
  shall be entered pro rata in the records of the relevant Clearing Systems and,
  upon such entry being made, the principal amount of the Euro Notes due 2016
  recorded in the records of the relevant Clearing Systems and represented by
  this temporary Global Security shall be reduced by the amount so paid. Any failure
  to make such entries shall not affect the discharge referred to in the first
  paragraph above.



  ARTICLE FIVE

  

  ACCOUNTHOLDERS



  For so long as any of the Euro Notes due 2016 is represented by this temporary
  Global Security or by this temporary Global Security and the permanent Global
  Security and such Global Security(s) is/are held on behalf of the relevant Clearing
  Systems, each person (other than a relevant Clearing System) who is for the
  time being shown in the records of a relevant Clearing System as the holder
  of a particular principal amount of Euro Notes due 2016 (each an "Accountholder")
  (in which regard any certificate or other document issued by a relevant Clearing
  System as to the principal amount of such Euro Notes due 2016 standing to the
  account of any person shall, in the absence of manifest error, be conclusive
  and binding for all purposes) shall be treated as the holder of such principal
  amount of such Euro Notes due 2016 for all purposes (including but not limited
  to, for the purposes of any quorum requirements of, or the right to demand a
  poll at, meetings of the Holders and giving notice to the Company pursuant

D-4



 to Section 501 of the Base Indenture other than with respect to the payment
  of principal amount and interest of such Euro Notes 2016, the right to which
  shall be vested, as against the Company, solely in the bearer of this temporary
  Global Security in accordance with and subject to its terms and the terms of
  the Indenture. The Trustee will look solely to the relevant Clearing Systems
  for the determination of who may be treated as an Accountholder for all purposes
  under the Indenture (including but not limited to, for the purposes of any quorum
  requirements of, or the right to demand a poll at, meetings of the Holders and
  giving notice to the Company pursuant to Section 501 of the Base Indenture)
  other than with respect to the payment of principal amount and interest of such
  Euro Notes due 2016, the right to which shall be vested, as against the Company,
  solely in the bearer of this temporary Global Security in accordance with and
  subject to its terms and the terms of the Indenture. Each Accountholder must
  look solely to the relevant Clearing Systems, for its share of each payment
  made to the bearer of this temporary Global Security. With respect to this temporary
  Global Security, the "records" of the relevant Clearing Systems shall
  mean the records that each of the relevant Clearing Systems holds for its customers
  which reflect the amount of such customer's interest in the Euro Notes due 2016.

  

  The Company covenants in favor of each Accountholder that it will make all payments
  in respect of the principal amount of Euro Notes due 2016 for the time being
  shown in the records of the relevant Clearing Systems as being held by the Accountholder
  and represented by this temporary Global Security to the bearer of this temporary
  Global Security in accordance with Article One hereof and acknowledges that
  each Accountholder may take proceedings to enforce this covenant and any of
  the other rights which it has under the first paragraph of this clause directly
  against the Company.



  ARTICLE SIX

  

  NOTICES



  For so long as all of the Euro Notes due 2016 are represented by this temporary
  Global Security or by this temporary Global Security and the permanent Global
  Security and such Global Security(s) is/are held on behalf of a relevant Clearing
  System, notices to Holders may be given by delivery of the relevant notice to
  the relevant Clearing Systems for communication to the relative Accountholders
  rather than by publication as required by Section 1203 of the Second Supplemental
  Indenture; provided that, so long as the Euro Notes due 2016 are listed on the
  Luxembourg Stock Exchange, notice will also be given by filing with the Companies
  Announcement Office of the Irish Stock Exchange if and to the extent that the
  guidelines of the Irish Stock Exchange so require. Any such notice shall be
  deemed to have been given to the Holders on the second day after the day on
  which such notice is delivered to the relevant Clearing Systems as aforesaid.



  ARTICLE SEVEN

  

  PRESCRIPTION



  Claims against the Company in respect of principal and interest on the Euro
  Notes due 2016 represented by this temporary Global Security will be prescribed
  after ten (10) years

D-5



 (in the case of principal and five (5) years (in the case of interest) from
  the Relevant Date (as defined in Article Ten of the Second Supplemental Indenture).



  ARTICLE EIGHT

  

  REDEMPTION AT THE OPTION OF THE COMPANY



  For so long as all of the Euro Notes due 2016 are represented by this temporary
  Global Security or by this temporary Global Security and the permanent Global
  Security and such Global Security(s) is/are held on behalf of a relevant Clearing
  System, no drawing of Euro Notes due 2016 to be redeemed will be required under
  Section 703 of the Second Supplemental Indenture in the event that the Company
  exercises its option pursuant to Section 702 of the Second Supplemental Indenture
  in respect of less than the aggregate principal amount of the Euro Notes due
  2016 outstanding at such time. In such event, the partial redemption will be
  effected in accordance with the rules and procedures of the relevant Clearing
  Systems (to be reflected in the records of the relevant Clearing Systems as
  either a pool factor or a reduction in nominal amount, at their discretion).



  ARTICLE NINE

  

  THE RELEVANT CLEARING SYSTEMS



  The Euro Notes due 2016 represented by this temporary Global Security are transferable
  in accordance with the rules and procedures of the relevant Clearing Systems.



  ARTICLE TEN

  

  AUTHENTICATION AND EFFECTUATION



  This temporary Global Security shall not become valid or enforceable for any
  purpose unless and until it has been authenticated by or on behalf of the Trustee
  referred to herein and effectuated by the entity appointed as common safe-keeper
  by the relevant Clearing Systems.



  ARTICLE ELEVEN

  

  GOVERNING LAW



  This temporary Global Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.

D-6



  



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



  PFIZER INC.



  Dated: 

  By:____________________________ __

  Name: 

  Title: 



  Attest:______________________________

  Name: 

  Title: 

  Dated: 

 


  
    
      
        
          
             

             

          

          CERTIFICATE OF AUTHENTICATION

            

            This is one of the Securities of the series designated therein
            referred to in the within-mentioned Second Supplemental Indenture.

            

            The Bank of New York Mellon, as Trustee

            

            By:_______________________________

            Name: 

            Title: 

            

            

            CERTIFICATE OF EFFECTUATION

            

            Effectuated without recourse, warranty or liability by

            

            __________________________________

            as common safe-keeper

          By:_______________________________

            Name: 

            Title: 

          

        

      

    

  



 

D-7





  EXHIBIT E

  

  FORM OF PERMANENT GLOBAL SECURITY

  

  REPRESENTING THE EURO NOTES DUE 2016

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



  PFIZER INC.

  

  PERMANENT GLOBAL SECURITY

  

  €2,000,000,000

  

  4.750 PER CENT. NOTES DUE 2016

  

  ISIN: XS0432070752

  COMMON CODE: 043207075



  This permanent Global Security is issued in respect of the 4.750 per cent. Notes
  due 2016 (the "Euro Notes due 2016") of Pfizer Inc. (the "Company").
  The Euro Notes due 2016 are initially represented by a temporary Global Security
  interests in which will be exchanged in accordance with the terms of the temporary
  Global Security for interests in this permanent Global Security and, if applicable,
  definitive Bearer Securities. The Euro Notes due 2016 are issued subject to
  and with the benefit of an indenture, dated as of January 30, 2001 (the "Base
  Indenture") as supplemented by the Second Supplemental Indenture dated
  as of June 2, 2009 (the "Second Supplemental Indenture" and, together
  with the Base Indenture, the "Indenture", which then shall have the
  meaning assigned to it in such instrument), between, among others, the Company
  and The Bank of New York Mellon as Trustee (the "Trustee").



  ARTICLE ONE

  

  PROMISE TO PAY



  Subject as provided in this permanent Global Security, the Company, for value
  received, promises to pay the bearer of this permanent Global Security the sum
  of €2,000,000,000 (two billion Euros) or such lesser sum as is equal to
  the principal amount of the Euro Notes due 2016 represented by this permanent
  Global Security on June 3, 2016 or on such earlier date as the principal in
  respect of this permanent Global Security may become due under the Indenture
  and to pay interest on the principal sum for the time being outstanding at the
  rate of

E-1



 4.750 per cent. Per annum from and including June 3, 2009, payable annually
  in arrear on each Interest Payment Date (as defined in the Indenture) until
  payment of the principal sum has been made or duly provided for in full together
  with any other amounts as may be payable, all subject to and under the Indenture.

  

  The principal amount of Euro Notes due 2016 represented by this permanent Global
  Security shall be the aggregate amount from time to time entered in the records
  of both Euroclear Bank S.A./NV and Clearstream Banking, société
  anonyme (together the "relevant Clearing Systems"). The records of
  the relevant Clearing Systems (which expression in this permanent Global Security
  means the records that each relevant Clearing System holds for its customers
  which reflect the amount of such customer's interest in the Euro Notes due 2016)
  shall be conclusive evidence of the principal amount of Euro Notes due 2016
  represented by this permanent Global Security and, for these purposes, a statement
  issued by a relevant Clearing System (which statement shall be made available
  to the bearer upon request) stating the nominal amount of Euro Notes due 2016
  represented by this permanent Global Security at any time shall be conclusive
  evidence of the records of the relevant Clearing System at that time.



  ARTICLE TWO

  

  EXCHANGE OF INTERESTS IN THE TEMPORARY GLOBAL SECURITY FOR INTERESTS IN THIS
  PERMANENT GLOBAL SECURITY



  Upon any exchange of an interest recorded in the records of the relevant Clearing
  Systems in the temporary Global Security representing the Euro Notes due 2016
  for an interest recorded in the records of the relevant Clearing Systems in
  this permanent Global Security, the Company shall procure that details of such
  exchange shall be entered pro rata in the records of the relevant Clearing Systems.



  ARTICLE THREE

  

  EXCHANGE FOR DEFINITIVE BEARER SECURITIES AND PURCHASES



  The permanent Global Security will be exchangeable in whole but not in part
  (free of charge to the holder) for definitive Bearer Securities only: 

  (a) upon the happening of any of the events defined in the Indenture as "Events
  of Default"; 

  (b) if either Euroclear or Clearstream, Luxembourg is closed for business for
  a continuous period of fourteen (14) days (other than by reason of holiday,
  statutory or otherwise) or announces an intention permanently to cease business
  or does in fact do so and no alternative clearing system satisfactory to the
  Trustee is available; or 

  (c) if the Company would suffer a disadvantage as a result of a change in laws
  or regulations (taxation or otherwise) or as a result of a change in the practice
  of Euroclear and/or Clearstream, Luxembourg which would not be suffered were
  the Euro Notes due 2016 in 

E-2



definitive form and a certificate to such effect signed by two current directors
  of the Company is given to the Trustee; or

  

  (d) upon not less than sixty (60) days' written notice from Euroclear and/or
  Clearstream, Luxembourg (acting on the instructions of any holder of an interest
  in such permanent Global Security) to the Principal Paying Agent.

  

  Thereupon (in the case of (a), (b) and (c) above) the holder of the permanent
  Global Security (acting on the instructions of one or more of the Accountholders
  (as defined below)) or the Trustee may give notice to the Company and (in the
  case of (c) above) the Company may give notice to the Trustee and the Holders,
  of its intention to exchange the permanent Global Security for definitive Bearer
  Securities on or after the Exchange Date (as defined below).

  

  On or after the Exchange Date the holder of the permanent Global Security may
  or, in the case of (c) above, shall surrender the permanent Global Security
  to or to the order of the Principal Paying Agent. In exchange for the permanent
  Global Security the Company will deliver, or procure the delivery of, an equal
  aggregate principal amount of definitive Bearer Securities (having attached
  to them all Coupons in respect of interest which has not already been paid on
  the permanent Global Security), security printed in accordance with any applicable
  legal and stock exchange requirements and in or substantially in the form set
  out in the Indenture. On exchange of the permanent Global Security, the Company
  will procure that it is cancelled and, if the holder so requests, returned to
  the holder together with any relevant definitive Bearer Securities. Definitive
  Bearer Securities to be delivered on exchange shall be delivered only outside
  the United States. The definitive Bearer Securities to be issued on exchange
  will be in bearer form in the denomination of €50,000 each with Coupons
  attached and will be substantially in the form set out in Exhibit F to the Second
  Supplemental Indenture.

  

  The Company shall deliver to the Trustee sufficient definitive Bearer Securities
  to give effect to any exchange as set forth in this Article Three. 

  

  For these purposes, "Exchange Date" means a day specified in the notice
  requiring exchange falling not less than sixty (60) days after that on which
  such notice is given and being a day on which banks are open for general business
  in the place in which the specified office of the Principal Paying Agent is
  located and, except in the case of exchange pursuant to (b) above, in the place
  in which the relevant clearing system is located.



  ARTICLE FOUR

  

  BENEFITS



  Until the entire principal amount of this permanent Global Security has been
  extinguished in exchange for definitive Bearer Securities or in any other manner
  envisaged by the terms of the Second Supplemental Indenture, the bearer of this
  permanent Global Security shall in all respects be entitled to the same benefits
  as if he were the bearer of the definitive Bearer Securities referred to above.
  Accordingly, except as ordered by a court of competent 

 

E-3



jurisdiction or as required by law or applicable regulation, the Company, the
  Trustee and any Paying Agent may deem and treat the holder of this permanent
  Global Security as the absolute owner of this permanent Global Security for
  all purposes. All payments of any amounts payable and paid to such holder shall,
  to the extent of the sums so paid, discharge the liability for the moneys payable
  on this permanent Global Security and on the relevant definitive Bearer Securities
  and/or Coupons.



  ARTICLE FIVE

  

  PAYMENTS



  Payments due in respect of Euro Notes due 2016 for the time being represented
  by this permanent Global Security shall be made to the bearer of this permanent
  Global Security and each payment so made will discharge the Company's obligations
  in respect thereof.

  

  Upon any payment in respect of the Euro Notes due 2016 represented by this permanent
  Global Security, the Company shall procure that the amount so paid shall be
  entered pro rata in the records of the relevant Clearing Systems. In the case
  of any payment of principal the Company shall procure that the amount so paid
  shall be entered pro rata in the records of the relevant Clearing Systems and,
  upon any such entry being made, the principal amount of the Euro Notes due 2016
  recorded in the records of the relevant Clearing Systems and represented by
  this permanent Global Security shall be reduced by the amount so paid. Any failure
  to make such entries shall not affect the discharge referred to in the previous
  paragraph.



  ARTICLE SIX

  

  ACCOUNTHOLDERS



  For so long as any of the Euro Notes due 2016 are represented by this permanent
  Global Security or by this permanent Global Security and the temporary Global
  Security and such Global Security(s) is/are held on behalf of the relevant Clearing
  Systems, each person (other than a relevant Clearing System) who is for the
  time being shown in the records of a relevant Clearing System as the holder
  of a particular principal amount of Euro Notes due 2016 (each an "Accountholder")
  (in which regard any certificate or other document issued by a relevant Clearing
  System as to the principal amount of such Euro Notes due 2016 standing to the
  account of any person shall, in the absence of any manifest error, be conclusive
  and binding for all purposes) shall be treated as the holder of such principal
  amount of such Euro Notes due 2016 for all purposes (including but not limited
  to, for the purposes of any quorum requirements of, or the right to demand a
  poll at, meetings of the Holders and giving notice to the Company pursuant to
  Section 501 of the Base Indenture) other than with respect to the payment of
  principal amount and interest on such principal amount of such Euro Notes due
  2016, the right to which shall be vested, as against the Company, solely in
  the bearer of this permanent Global Security in accordance with and subject
  to its terms and the terms of the Indenture. The Trustee will look solely to
  the relevant Clearing Systems for the determination of who may be treated as
  an Accountholder for all purposes under the Indenture (including but not limited
  to, for the purposes of any quorum requirements of, or the right to demand a
  poll at, meetings of the Holders and

E-4



 giving notice to the Company pursuant to Section 501 of the Base Indenture)
  other than with respect to the payment of principal amount and interest on such
  principal amount of such Euro Notes due 2016, the right to which shall be vested,
  as against the Company, solely in the bearer of this temporary Global Security
  in accordance with and subject to its terms and the terms of the Indenture.
  Each Accountholder must look solely to the relevant Clearing Systems for its
  share of each payment made to the bearer of this permanent Global Security.
  With respect to this permanent Global Security, the "records" of Euroclear
  and Clearstream, Luxembourg shall mean the records that each of Euroclear and
  Clearstream, Luxembourg holds for its customers which reflect the amount of
  such customer's interest in the Euro Notes due 2016.

  

  The Company covenants in favor of each Accountholder that it will make all payments
  in respect of the principal amount of Euro Notes due 2016 for the time being
  shown in the records of the relevant Clearing Systems as being held by the Accountholder
  and represented by this permanent Global Security to the bearer of this permanent
  Global Security in accordance with Article One above and acknowledges that each
  Accountholder may take proceedings to enforce this covenant and any of the other
  rights which it has under the first paragraph of this clause directly against
  the Company.



  ARTICLE SEVEN

  

  NOTICES



  For so long as all of the Euro Notes due 2016 are represented by this permanent
  Global Security or by this permanent Global Security and the temporary Global
  Security and such Global Security(s) is/are held on behalf of a relevant Clearing
  System, notices to Holders may be given by delivery of the relevant notice to
  the relevant Clearing Systems for communication to the relative Accountholders
  rather than by publication as required by Section 1203 of the Second Supplemental
  Indenture, provided that, so long as the Euro Notes due 2016 are listed on the
  Irish Stock Exchange, notice will also be given by filing with the Companies
  Announcement Office of the Irish Stock Exchange if and to the extent that the
  guidelines of the Irish Stock Exchange so require. Any such notice shall be
  deemed to have been given to the Holders on the second day after the day on
  which such notice is delivered to the relevant Clearing Systems as aforesaid.



  ARTICLE EIGHT

  

  PRESCRIPTION



  Claims against the Company in respect of principal and interest on the Euro
  Notes due 2016 represented by this permanent Global Security will be prescribed
  after ten (10) years (in the case of principal) and five (5) years (in the case
  of interest) from the Relevant Date (as defined in Article Ten of the Second
  Supplemental Indenture).



E-5





  ARTICLE NINE

  

  REDEMPTION AT THE OPTION OF THE COMPANY



  For so long as all of the Euro Notes due 2016 are represented by this permanent
  Global Security or by this permanent Global Security and the temporary Global
  Security and such Global Security(s) is/are held on behalf of the relevant Clearing
  Systems, no drawing of Euro Notes due 2016 to be redeemed will be required under
  Section 703 of the Second Supplemental Indenture in the event that the Company
  exercises its option pursuant to Section 702 of the Second Supplemental Indenture
  in respect of less than the aggregate principal amount of the Euro Notes due
  2016 outstanding at such time. In such event, the partial redemption will be
  effected in accordance with the rules and procedures of the relevant Clearing
  Systems (to be reflected in the records of the relevant Clearing Systems as
  either a pool factor or a reduction in nominal amount, at their discretion).



  ARTICLE TEN

  

  THE RELEVANT CLEARING SYSTEMS



  The Euro Notes due 2016 represented by this permanent Global Security are transferable
  in accordance with the rules and procedures of the relevant Clearing Systems.



  ARTICLE ELEVEN

  

  AUTHENTICATION AND EFFECTUATION



  This permanent Global Security shall not become valid or enforceable for any
  purpose unless and until it has been authenticated by or on behalf of the Trustee
  referred to herein and effectuated by the entity appointed as common safe-keeper
  by the relevant Clearing Systems.



  ARTICLE TWELVE

  

  GOVERNING LAW



  This permanent Global Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.

E-6





  

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



  PFIZER INC.



  Dated: 

  By:______________________________

  Name: 

  Title: 



  Attest:____________________________

  Name: 

  Title: 

  Dated: 

 


  
    
      
        
          
            
              
                
                  
                    
                       

                    

                  

                

              

               

            

          

          CERTIFICATE OF AUTHENTICATION

            

            This is one of the Securities of the series designated therein
            referred to in the within-mentioned Second Supplemental Indenture.

            

            The Bank of New York Mellon, as Trustee

            

            By:_______________________________

            Name: 

            Title: 

            

            

            CERTIFICATE OF EFFECTUATION

            

            Effectuated without recourse, warranty or liability by

            

            __________________________________

            as common safe-keeper

          By:_______________________________

            Name: 

            Title: 

          
            
              
                
                  
                    
                       

                    

                  

                

              

            

          

        

      

    

  



E-7





  EXHIBIT F

  

  FORM OF DEFINITIVE BEARER SECURITY

  

  REPRESENTING THE EURO NOTES DUE 2016

  

  AND RELATED COUPON

 

DEFINITIVE BEARER SECURITY



  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

______________________________________________________________________________________________

[0,000/00,000]               ISIN:                
  COMMON CODE:              
  [Serial No.]

               
                    XS0432070752           043207075   


_______________________________________________________________________________________________



  PFIZER INC.



  €2,000,000,000 4.750 PER CENT.

  NOTES DUE 2016



  This definitive Bearer Security is issued in respect of the 4.750 per cent.
  Notes due 2016 (the "Euro Notes due 2016") of Pfizer Inc. ( the "Company").
  The issue of the Euro Notes due 2016 was authorized by a resolution of the Securities
  Committee of the Company on May 27, 2009, pursuant to an authorization of the
  Board of Directors of the Company dated June 27, 2002. The Euro Notes due 2016
  are issued subject to and with the benefit of an indenture, dated as of January
  30, 2001 (the "Base Indenture") as supplemented by the Second Supplemental
  Indenture dated as of June 2, 2009 (the "Second Supplemental Indenture"
  and, together with the Base Indenture, the "Indenture", which then
  shall have the meaning assigned to it in such instrument), between, among others,
  the Company and The Bank of New York Mellon as Trustee. The Euro Notes due 2016
  are issued as Securities in bearer form in the denomination of €50,000
  each with Coupons attached in an aggregate principal amount of €2,000,000,000.

  

  The Company for value received and subject to and in accordance with the Indenture
  hereby promises to pay to the bearer on June 3, 2016 (or on such earlier date
  as the principal sum hereunder mentioned may become repayable in accordance
  with the Indenture) the principal sum of:



  [€      ]

F-1





  together with interest on the said principal sum at the rate of 4.750 per cent.
  Per annum payable annually in arrear on each Interest Payment Date and together
  with such other amounts (if any) as may be payable, all subject to and in accordance
  with the provisions of the Indenture.

  

  Neither this definitive Bearer Security nor the Coupons appertaining hereto
  shall be or become valid or obligatory for any purpose unless and until this
  definitive Bearer Security has been authenticated by or on behalf of the Trustee
  referred to herein.

  

  This definitive Bearer Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.



F-2



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



  PFIZER INC.



  Dated: 

  By:____________________________ __

  Name: 

  Title: 



  Attest:______________________________

  Name: 

  Title: 

  Dated: 






  
    
      
        

          CERTIFICATE OF AUTHENTICATION

          

          This is one of the Securities of the series designated therein
          referred to in the within-mentioned Second Supplemental Indenture.

          

          The Bank of New York Mellon, as Trustee

          

          By:_______________________________

          Name: 

          Title: 

        

      

    

  



 

F-3



FORM OF COUPON



  On the front:

  

  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



  PFIZER INC.

  

  €2,000,000,000 4.750 PER CENT.

  

  NOTES DUE 2016



  Coupon appertaining to a definitive Bearer Security in the denomination of €50,000.


This Coupon is separately            Coupon
  for

  negotiable, payable to bearer,       [  
  ][   ]

  and subject to the                         due
  on

  terms of the Indenture.                 
  [    ], [20   ]



  PFIZER INC.

  

  By: ____________________ 

 

______________________________________________________________________________________



  [No.]       [0,000/00,000]         
  ISIN:                       COMMON
  CODE:        [Serial No.]

                                               XS0432070752
               043207075


______________________________________________________________________________________

 

F-4



  



  EXHIBIT G

  

  FORM OF TEMPORARY GLOBAL SECURITY

  

  REPRESENTING THE EURO NOTES DUE 2021



  

  

PFIZER INC.

  

  TEMPORARY GLOBAL SECURITY

  

  €2,000,000,000

  

  5.750 PER CENT. NOTES DUE 2021

  

  ISIN: XS0432071131

  COMMON CODE: 043207113



  This temporary Global Security is issued in respect of the 5.750 per cent. Notes
  due 2021 (the "Euro Notes due 2021") of Pfizer Inc. (the "Company").
  The Euro Notes due 2021 are issued subject to and with the benefit of an indenture,
  dated as of January 30, 2001 (the "Base Indenture") as supplemented
  by the Second Supplemental Indenture dated as of June 2, 2009 (the "Second
  Supplemental Indenture" and, together with the Base Indenture, the "Indenture"),
  which then shall have the meaning assigned to it in such instrument), between,
  among others, the Company and The Bank of New York Mellon as Trustee (the "Trustee").



  ARTICLE ONE

  

  PROMISE TO PAY



  Subject as provided in this temporary Global Security, the Company, for value
  received, promises to pay the bearer of this temporary Global Security the sum
  of €2,000,000,000 (two billion Euros) or such lesser sum as is equal to
  the principal amount of the Euro Notes due 2021 represented by this temporary
  Global Security on June 3, 2021 or on such earlier date as the principal in
  respect of this temporary Global Security may become due under the Indenture
  and to pay interest on the principal sum for the time being outstanding at the
  rate of 5.750 per cent. Per annum from and including June 3, 2009 payable annually
  in arrear on each Interest Payment Date (as defined in the Indenture) until
  payment of the principal sum has been made or duly provided for in full together
  with any other amounts as may be payable, all subject to and under the Indenture.

  

  The principal amount of Euro Notes due 2021 represented by this temporary Global
  Security shall be the aggregate amount from time to time entered in the records
  of both Euroclear Bank S.A./NV and Clearstream Banking, société
  anonyme (together the "relevant 

G-1



 Clearing Systems"). The records of the relevant Clearing Systems (which
  expression in this temporary Global Security means the records that each relevant
  Clearing System holds for its customers which reflect the amount of such customer's
  interest in the Euro Notes due 2021) shall be conclusive evidence of the principal
  amount of Euro Notes due 2021 represented by this temporary Global Security
  and, for these purposes, a statement issued by a relevant Clearing System (which
  statement shall be made available to the bearer upon request) stating the nominal
  amount of Euro Notes due 2021 represented by this temporary Global Security
  at any time shall be conclusive evidence of the records of the relevant Clearing
  System at that time.



  ARTICLE TWO

  

  EXCHANGE FOR PERMANENT GLOBAL SECURITY AND PURCHASES

The permanent Global Security to be issued on exchange for interests in this
  temporary Global Security will be substantially in the form set out in Exhibit
  H of the Second Supplemental Indenture.

  

  Subject as provided below, the permanent Global Security will only have an entry
  made to represent definitive Bearer Securities after the date which is forty
  (40) days after the closing date for the Euro Notes due 2021 (the "Exchange
  Date").

  

  Interests in this temporary Global Security may be exchanged for interests recorded
  in the records of the relevant Clearing Systems in a duly executed and authenticated
  permanent Global Security without charge, in full or partial exchange for this
  temporary Global Security, in order that the permanent Global Security represents
  an aggregate principal amount of Euro Notes due 2021 equal to the principal
  amount of this temporary Global Security submitted for exchange. Notwithstanding
  the foregoing, no such exchange shall be made unless there shall have been presented
  to the Principal Paying Agent or such other person as the Principal Paying Agent
  may direct (the "Exchange Agent") by a relevant Clearing System a
  certificate to the effect that it has received from or in respect of a person
  entitled to a beneficial interest in a particular principal amount of the Euro
  Notes due 2021 (as shown by its records) a certificate of non-US beneficial
  ownership in the form required by it and substantially in the form set out in
  Exhibit A of the Base Indenture, from such person in the form required by it
  and substantially in the form set out in Exhibit B of the Base Indenture unless
  such certification has already been made.

  

  Notwithstanding the foregoing, where this temporary Global Security has been
  exchanged in part for the permanent Global Security pursuant to the foregoing
  and definitive Bearer Securities have been issued in exchange for the total
  amount of Euro Notes due 2021 represented by the permanent Global Security pursuant
  to its terms, then interests in this temporary Global Security will no longer
  be exchangeable for interests in the permanent Global Security but will be exchangeable,
  in full or partial exchange, for duly executed and authenticated definitive
  Bearer Securities, without charge, in the denomination of €50,000 each
  with Coupons attached, such definitive Bearer Securities to be substantially
  in the form set out in the Second Supplemental Indenture. Notwithstanding the
  foregoing, definitive Bearer Securities shall not be so issued and delivered
  unless there shall have been presented to the Exchange

G-2



Agent by a relevant Clearing System a certificate to the effect that it has
  received from or in respect of a person entitled to a beneficial interest in
  a particular principal amount of Euro Notes due 2021 (as shown by its records)
  a certificate of non-US beneficial ownership in the form required by it and
  substantially in the form set out in Exhibit A of the Base Indenture, from such
  person in the form required by it and substantially in the form set out in Exhibit
  B of the Base Indenture unless such certification has already been made.

  

  Any person who would, but for the provisions of this temporary Global Security
  and of the Indenture, otherwise be entitled to receive either (a) an interest
  in the permanent Global Security or (b) definitive Bearer Securities shall not
  be entitled to require the exchange of an appropriate part of this temporary
  Global Security for an interest in the permanent Global Security or definitive
  Bearer Securities unless and until he shall have delivered or caused to be delivered
  to a relevant Clearing System a certificate of non-US beneficial ownership in
  the form required by it and substantially in the form set out in Exhibit A of
  the Base Indenture.

  

  Presentation of this temporary Global Security for exchange shall be made by
  the bearer hereof on any day (other than a Saturday or Sunday) on which banks
  are open for general business in London. The aggregate principal amount of interests
  in the permanent Global Security recorded in the records of the relevant Clearing
  Systems or, as the case may be, definitive Bearer Securities issued upon an
  exchange of this temporary Global Security will, subject to the terms hereof,
  be equal to the aggregate principal amount of this temporary Global Security
  submitted by the bearer for exchange (to the extent that such principal amount
  does not exceed the aggregate principal amount of this temporary Global Security).

  

  Upon (a) any exchange of a part of this temporary Global Security for an interest
  in the permanent Global Security or for a definitive Bearer Security, (b) receipt
  of instructions from a relevant Clearing System that, following the purchase
  by or on behalf of the Company of a part of this temporary Global Security,
  part is to be cancelled or (c) any redemption of a part of this temporary Global
  Security, the Company shall procure that the portion of the principal amount
  of this temporary Global Security so exchanged, cancelled or redeemed shall
  be entered pro rata in the records of the relevant Clearing Systems. On an exchange
  in whole of this temporary Global Security, this temporary Global Security shall
  be surrendered to or to the order of the Paying Agent.



  ARTICLE THREE

  

  BENEFITS



  Until the entire principal amount of this temporary Global Security has been
  extinguished in exchange for the permanent Global Security and/or definitive
  Bearer Securities, the bearer of this temporary Global Security shall in all
  respects be entitled to the same benefits as if he were the bearer of the definitive
  Bearer Securities referred to above, except that the bearer of this temporary
  Global Security shall only be entitled to receive any payment on this temporary
  Global Security on presentation of certificates as provided below. Accordingly,
  except as ordered by a court of competent jurisdiction or as required by law
  or applicable regulation, the Company, Trustee and any Paying Agent may deem
  and treat the holder of this 

G-3



temporary Global Security as the absolute owner of this temporary Global Security
  for all purposes. All payments of any amounts payable and paid to such holder
  shall, to the extent of the sums so paid, discharge the liability for the moneys
  payable on this temporary Global Security and on the relevant definitive Bearer
  Securities and/or Coupons.



  ARTICLE FOUR

  

  PAYMENTS



  Payments due in respect of Euro Notes due 2021 for the time being represented
  by this temporary Global Security shall be made to the bearer of this temporary
  Global Security only upon presentation by a relevant Clearing System to the
  Paying Agent at its specified office of a certificate to the effect that it
  has received from or in respect of a person entitled to a particular principal
  amount of the Euro Notes due 2021 (as shown on its records) a certificate of
  non-US beneficial ownership in the form required by it and substantially in
  the form set forth in Exhibit A of the Base Indenture. Each payment so made
  will discharge the Company's obligations in respect thereof.

  

  The bearer of this temporary Global Security will not be entitled to receive
  any payment of interest due on or after the Exchange Date unless, upon due certification,
  exchange of this temporary Global Security is improperly withheld or refused.

  

  Upon any payment in respect of the Euro Notes due 2021 represented by this temporary
  Global Security, the Company shall procure that the amount so paid shall be
  entered pro rata in the records of the relevant Clearing Systems. In the case
  of any payment of principal the Company shall procure that the amount so paid
  shall be entered pro rata in the records of the relevant Clearing Systems and,
  upon such entry being made, the principal amount of the Euro Notes due 2021
  recorded in the records of the relevant Clearing Systems and represented by
  this temporary Global Security shall be reduced by the amount so paid. Any failure
  to make such entries shall not affect the discharge referred to in the first
  paragraph above.



  ARTICLE FIVE

  

  ACCOUNTHOLDERS



  For so long as any of the Euro Notes due 2021 is represented by this temporary
  Global Security or by this temporary Global Security and the permanent Global
  Security and such Global Security(s) is/are held on behalf of the relevant Clearing
  Systems, each person (other than a relevant Clearing System) who is for the
  time being shown in the records of a relevant Clearing System as the holder
  of a particular principal amount of Euro Notes due 2021 (each an "Accountholder")
  (in which regard any certificate or other document issued by a relevant Clearing
  System as to the principal amount of such Euro Notes due 2021 standing to the
  account of any person shall, in the absence of manifest error, be conclusive
  and binding for all purposes) shall be treated as the holder of such principal
  amount of such Euro Notes due 2021 for all purposes (including but not limited
  to, for the purposes of any quorum requirements of, or the right to demand a
  poll at, meetings of the Holders and giving notice to the Company pursuant 

G-4



 to Section 501 of the Base Indenture) other than with respect to the payment
  of principal amount and interest of such Euro Notes due 2021, the right to which
  shall be vested, as against the Company, solely in the bearer of this temporary
  Global Security in accordance with and subject to its terms and the terms of
  the Indenture. The Trustee will look solely to the relevant Clearing Systems
  for the determination of who may be treated as an Accountholder for all purposes
  under the Indenture (including but not limited to, for the purposes of any quorum
  requirements of, or the right to demand a poll at, meetings of the Holders and
  giving notice to the Company pursuant to Section 501 of the Base Indenture)
  other than with respect to the payment of principal amount and interest of such
  Euro Notes due 2021, the right to which shall be vested, as against the Company,
  solely in the bearer of this temporary Global Security in accordance with and
  subject to its terms and the terms of the Indenture. Each Accountholder must
  look solely to the relevant Clearing Systems, for its share of each payment
  made to the bearer of this temporary Global Security. With respect to this temporary
  Global Security, the "records" of the relevant Clearing Systems shall
  mean the records that each of the relevant Clearing Systems holds for its customers
  which reflect the amount of such customer's interest in the Euro Notes due 2021.

  

  The Company covenants in favor of each Accountholder that it will make all payments
  in respect of the principal amount of Euro Notes due 2013 for the time being
  shown in the records of the relevant Clearing Systems as being held by the Accountholder
  and represented by this temporary Global Security to the bearer of this temporary
  Global Security in accordance with Article One hereof and acknowledges that
  each Accountholder may take proceedings to enforce this covenant and any of
  the other rights which it has under the first paragraph of this clause directly
  against the Company.



  ARTICLE SIX

  

  NOTICES

For so long as all of the Euro Notes due 2021 are represented by this temporary
  Global Security or by this temporary Global Security and the permanent Global
  Security and such Global Security(s) is/are held on behalf of a relevant Clearing
  System, notices to Holders may be given by delivery of the relevant notice to
  the relevant Clearing Systems for communication to the relative Accountholders
  rather than by publication as required by Section 1203 of the Second Supplemental
  Indenture; provided that, so long as the Euro Notes due 2021 are listed on the
  Luxembourg Stock Exchange, notice will also be given by filing with the Companies
  Announcement Office of the Irish Stock Exchange if and to the extent that the
  guidelines of the Irish Stock Exchange so require. Any such notice shall be
  deemed to have been given to the Holders on the second day after the day on
  which such notice is delivered to the relevant Clearing Systems as aforesaid.



  ARTICLE SEVEN

  

  PRESCRIPTION



  Claims against the Company in respect of principal and interest on the Euro
  Notes due 2021 represented by this temporary Global Security will be prescribed
  after ten (10) years 

G-5



(in the case of principal and five (5) years (in the case of interest) from
  the Relevant Date (as defined in Article Ten of the Second Supplemental Indenture).



  ARTICLE EIGHT

  

  REDEMPTION AT THE OPTION OF THE COMPANY



  For so long as all of the Euro Notes due 2021 are represented by this temporary
  Global Security or by this temporary Global Security and the permanent Global
  Security and such Global Security(s) is/are held on behalf of a relevant Clearing
  System, no drawing of Euro Notes due 2021 to be redeemed will be required under
  Section 703 of the Second Supplemental Indenture in the event that the Company
  exercises its option pursuant to Section 702 of the Second Supplemental Indenture
  in respect of less than the aggregate principal amount of the Euro Notes due
  2021 outstanding at such time. In such event, the partial redemption will be
  effected in accordance with the rules and procedures of the relevant Clearing
  Systems (to be reflected in the records of the relevant Clearing Systems as
  either a pool factor or a reduction in nominal amount, at their discretion).



  ARTICLE NINE

  

  THE RELEVANT CLEARING SYSTEMS



  The Euro Notes due 2021 represented by this temporary Global Security are transferable
  in accordance with the rules and procedures of the relevant Clearing Systems.



  ARTICLE TEN

  

  AUTHENTICATION AND EFFECTUATION



  This temporary Global Security shall not become valid or enforceable for any
  purpose unless and until it has been authenticated by or on behalf of the Trustee
  referred to herein and effectuated by the entity appointed as common safe-keeper
  by the relevant Clearing Systems.



  ARTICLE ELEVEN

  

  GOVERNING LAW



  This temporary Global Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.



 

G-6





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



  PFIZER INC.



  Dated: 

  By:____________________________ 

  Name: 

  Title: 



  Attest:__________________________

  Name: 

  Title: 

  Dated: 

 


  
    
      
        
          
            
              
                
                  
                     

                     

                  

                

              

            

          

          CERTIFICATE OF AUTHENTICATION

            

            This is one of the Securities of the series designated therein
            referred to in the within-mentioned Second Supplemental Indenture.

            The Bank of New York Mellon, as Trustee

            

            

            By:_______________________________

            Name: 

            Title: 

            

            

            CERTIFICATE OF EFFECTUATION

            

            Effectuated without recourse, warranty or liability by

            

            __________________________________

            as common safe-keeper

          By:_______________________________

            Name: 

            Title: 

          

        

      

    

  



 

G-7





  EXHIBIT H

  

  FORM OF PERMANENT GLOBAL SECURITY

  

  REPRESENTING THE EURO NOTES DUE 2021

 

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



  PFIZER INC.

  

  PERMANENT GLOBAL SECURITY

  

  €2,000,000,000

  

  5.750 PER CENT. NOTES DUE 2021



  ISIN: XS0432071131

  COMMON CODE: 043207113



  This permanent Global Security is issued in respect of the 5.750 per cent. Notes
  due 2021 (the "Euro Notes due 2021") of Pfizer Inc. (the "Company").
  The Euro Notes due 2021 are initially represented by a temporary Global Security
  interests in which will be exchanged in accordance with the terms of the temporary
  Global Security for interests in this permanent Global Security and, if applicable,
  definitive Bearer Securities. The Euro Notes due 2021 are issued subject to
  and with the benefit of an indenture, dated as of January 30, 2001 (the "Base
  Indenture") as supplemented by the Second Supplemental Indenture dated
  as of June 2, 2009 (the "Second Supplemental Indenture" and, together
  with the Base Indenture, the "Indenture", which then shall have the
  meaning assigned to it in such instrument), between, among others, the Company
  and The Bank of New York Mellon as Trustee (the "Trustee").



  ARTICLE ONE

  

  PROMISE TO PAY



  Subject as provided in this permanent Global Security, the Company, for value
  received, promises to pay the bearer of this permanent Global Security the sum
  of €2,000,000,000 (two billion Euros) or such lesser sum as is equal to
  the principal amount of the Euro Notes due 2021 represented by this permanent
  Global Security on June 3, 2021 or on such earlier date as the principal in
  respect of this permanent Global Security may become due under the Indenture
  and to pay interest on the principal sum for the time being outstanding at the
  rate of

H-1



5.750 per cent. Per annum from and including June 3, 2009, payable annually
  in arrear on each Interest Payment Date (as defined in the Indenture) until
  payment of the principal sum has been made or duly provided for in full together
  with any other amounts as may be payable, all subject to and under the Indenture.

The principal amount of Euro Notes due 2021 represented by this permanent Global
  Security shall be the aggregate amount from time to time entered in the records
  of both Euroclear Bank S.A./NV and Clearstream Banking, société
  anonyme (together the "relevant Clearing Systems"). The records of
  the relevant Clearing Systems (which expression in this permanent Global Security
  means the records that each relevant Clearing System holds for its customers
  which reflect the amount of such customer's interest in the Euro Notes due 2021)
  shall be conclusive evidence of the principal amount of Euro Notes due 2021
  represented by this permanent Global Security and, for these purposes, a statement
  issued by a relevant Clearing System (which statement shall be made available
  to the bearer upon request) stating the nominal amount of Euro Notes due 2021
  represented by this permanent Global Security at any time shall be conclusive
  evidence of the records of the relevant Clearing System at that time.



  ARTICLE TWO

  

  EXCHANGE OF INTERESTS IN THE TEMPORARY GLOBAL SECURITY FOR INTERESTS IN THIS
  PERMANENT GLOBAL SECURITY



  Upon any exchange of an interest recorded in the records of the relevant Clearing
  Systems in the temporary Global Security representing the Euro Notes due 2021
  for an interest recorded in the records of the relevant Clearing Systems in
  this permanent Global Security, the Company shall procure that details of such
  exchange shall be entered pro rata in the records of the relevant Clearing Systems.



  ARTICLE THREE

  

  EXCHANGE FOR DEFINITIVE BEARER SECURITIES AND PURCHASES



  The permanent Global Security will be exchangeable in whole but not in part
  (free of charge to the holder) for definitive Bearer Securities only: 



  (a) upon the happening of any of the events defined in the Indenture as "Events
  of Default"; 

  

  (b) if either Euroclear or Clearstream, Luxembourg is closed for business for
  a continuous period of fourteen (14) days (other than by reason of holiday,
  statutory or otherwise) or announces an intention permanently to cease business
  or does in fact do so and no alternative clearing system satisfactory to the
  Trustee is available; or 

  

  (c) if the Company would suffer a disadvantage as a result of a change in laws
  or regulations (taxation or otherwise) or as a result of a change in the practice
  of Euroclear and/or Clearstream, Luxembourg which would not be suffered were
  the Euro Notes due 2021 in

H-2



 definitive form and a certificate to such effect signed by two current directors
  of the Company is given to the Trustee; or

  

  (d) upon not less than sixty (60) days' written notice from Euroclear and/or
  Clearstream, Luxembourg (acting on the instructions of any holder of an interest
  in such permanent Global Security) to the Principal Paying Agent.

  

  Thereupon (in the case of (a), (b) and (c) above) the holder of the permanent
  Global Security (acting on the instructions of one or more of the Accountholders
  (as defined below)) or the Trustee may give notice to the Company and (in the
  case of (c) above) the Company may give notice to the Trustee and the Holders,
  of its intention to exchange the permanent Global Security for definitive Bearer
  Securities on or after the Exchange Date (as defined below).

  

  On or after the Exchange Date the holder of the permanent Global Security may
  or, in the case of (c) above, shall surrender the permanent Global Security
  to or to the order of the Principal Paying Agent. In exchange for the permanent
  Global Security the Company will deliver, or procure the delivery of, an equal
  aggregate principal amount of definitive Bearer Securities (having attached
  to them all Coupons in respect of interest which has not already been paid on
  the permanent Global Security), security printed in accordance with any applicable
  legal and stock exchange requirements and in or substantially in the form set
  out in the Indenture. On exchange of the permanent Global Security, the Company
  will procure that it is cancelled and, if the holder so requests, returned to
  the holder together with any relevant definitive Bearer Securities. Definitive
  Bearer Securities to be delivered on exchange shall be delivered only outside
  the United States. The definitive Bearer Securities to be issued on exchange
  will be in bearer form in the denomination of €50,000 each with Coupons
  attached and will be substantially in the form set out in Exhibit I to the Second
  Supplemental Indenture.

  

  The Company shall deliver to the Trustee sufficient definitive Bearer Securities
  to give effect to any exchange as set forth in this Article Three. 

  

  For these purposes, "Exchange Date" means a day specified in the notice
  requiring exchange falling not less than sixty (60) days after that on which
  such notice is given and being a day on which banks are open for general business
  in the place in which the specified office of the Principal Paying Agent is
  located and, except in the case of exchange pursuant to (b) above, in the place
  in which the relevant clearing system is located.



  ARTICLE FOUR

  

  BENEFITS



  Until the entire principal amount of this permanent Global Security has been
  extinguished in exchange for definitive Bearer Securities or in any other manner
  envisaged by the terms of the Second Supplemental Indenture, the bearer of this
  permanent Global Security shall in all respects be entitled to the same benefits
  as if he were the bearer of the definitive Bearer Securities referred to above.
  Accordingly, except as ordered by a court of competent

H-3



 jurisdiction or as required by law or applicable regulation, the Company,
  the Trustee and any Paying Agent may deem and treat the holder of this permanent
  Global Security as the absolute owner of this permanent Global Security for
  all purposes. All payments of any amounts payable and paid to such holder shall,
  to the extent of the sums so paid, discharge the liability for the moneys payable
  on this permanent Global Security and on the relevant definitive Bearer Securities
  and/or Coupons.



  ARTICLE FIVE

  

  PAYMENTS



  Payments due in respect of Euro Notes due 2021 for the time being represented
  by this permanent Global Security shall be made to the bearer of this permanent
  Global Security and each payment so made will discharge the Company's obligations
  in respect thereof.

  

  Upon any payment in respect of the Euro Notes due 2021 represented by this permanent
  Global Security, the Company shall procure that the amount so paid shall be
  entered pro rata in the records of the relevant Clearing Systems. In the case
  of any payment of principal the Company shall procure that the amount so paid
  shall be entered pro rata in the records of the relevant Clearing Systems and,
  upon any such entry being made, the principal amount of the Euro Notes due 2021
  recorded in the records of the relevant Clearing Systems and represented by
  this permanent Global Security shall be reduced by the amount so paid. Any failure
  to make such entries shall not affect the discharge referred to in the previous
  paragraph.



  ARTICLE SIX

  

  ACCOUNTHOLDERS



  For so long as any of the Euro Notes due 2021 are represented by this permanent
  Global Security or by this permanent Global Security and the temporary Global
  Security and such Global Security(s) is/are held on behalf of the relevant Clearing
  Systems, each person (other than a relevant Clearing System) who is for the
  time being shown in the records of a relevant Clearing System as the holder
  of a particular principal amount of Euro Notes due 2021 (each an "Accountholder")
  (in which regard any certificate or other document issued by a relevant Clearing
  System as to the principal amount of such Euro Notes due 2021 standing to the
  account of any person shall, in the absence of any manifest error, be conclusive
  and binding for all purposes) shall be treated as the holder of such principal
  amount of such Euro Notes due 2021 for all purposes (including but not limited
  to, for the purposes of any quorum requirements of, or the right to demand a
  poll at, meetings of the Holders and giving notice to the Company pursuant to
  Section 501 of the Base Indenture) other than with respect to the payment of
  principal amount and interest on such principal amount of such Euro Notes due
  2021, the right to which shall be vested, as against the Company, solely in
  the bearer of this permanent Global Security in accordance with and subject
  to its terms and the terms of the Indenture. The Trustee will look solely to
  the relevant Clearing Systems for the determination of who may be treated as
  an Accountholder for all purposes under the Indenture (including but not limited
  to, for the purposes of any quorum requirements of, or the right to demand a
  poll at, meetings of the Holders and

H-4



 giving notice to the Company pursuant to Section 501 of the Base Indenture)
  other than with respect to the payment of principal amount and interest on such
  principal amount of such Euro Notes due 2021, the right to which shall be vested,
  as against the Company, solely in the bearer of this permanent Global Security
  in accordance with and subject to its terms and the terms of the Indenture.

  

  Each Accountholder must look solely to the relevant Clearing Systems for its
  share of each payment made to the bearer of this permanent Global Security.
  With respect to this permanent Global Security, the "records" of Euroclear
  and Clearstream, Luxembourg shall mean the records that each of Euroclear and
  Clearstream, Luxembourg holds for its customers which reflect the amount of
  such customer's interest in the Euro Notes due 2021.



  The Company covenants in favor of each Accountholder that it will make all payments
  in respect of the principal amount of Euro Notes due 2021 for the time being
  shown in the records of the relevant Clearing Systems as being held by the Accountholder
  and represented by this permanent Global Security to the bearer of this permanent
  Global Security in accordance with Article One above and acknowledges that each
  Accountholder may take proceedings to enforce this covenant and any of the other
  rights which it has under the first paragraph of this clause directly against
  the Company.



  ARTICLE SEVEN

  

  NOTICES



  For so long as all of the Euro Notes due 2021 are represented by this permanent
  Global Security or by this permanent Global Security and the temporary Global
  Security and such Global Security(s) is/are held on behalf of a relevant Clearing
  System, notices to Holders may be given by delivery of the relevant notice to
  the relevant Clearing Systems for communication to the relative Accountholders
  rather than by publication as required by Section 1203 of the Second Supplemental
  Indenture, provided that, so long as the Euro Notes due 2021 are listed on the
  Irish Stock Exchange, notice will also be given by filing with the Companies
  Announcement Office of the Irish Stock Exchange if and to the extent that the
  guidelines of the Irish Stock Exchange so require. Any such notice shall be
  deemed to have been given to the Holders on the second day after the day on
  which such notice is delivered to the relevant Clearing Systems as aforesaid.

ARTICLE EIGHT

  

  PRESCRIPTION



  Claims against the Company in respect of principal and interest on the Euro
  Notes due 2021 represented by this permanent Global Security will be prescribed
  after ten (10) years (in the case of principal) and five (5) years (in the case
  of interest) from the Relevant Date (as defined in Article Ten of the Second
  Supplemental Indenture).

H-5





  ARTICLE NINE

  

  REDEMPTION AT THE OPTION OF THE COMPANY



  For so long as all of the Euro Notes due 2021 are represented by this permanent
  Global Security or by this permanent Global Security and the temporary Global
  Security and such Global Security(s) is/are held on behalf of the relevant Clearing
  Systems, no drawing of Euro Notes due 2021 to be redeemed will be required under
  Section 703 of the Second Supplemental Indenture in the event that the Company
  exercises its option pursuant to Section 702 of the Second Supplemental Indenture
  in respect of less than the aggregate principal amount of the Euro Notes due
  2021 outstanding at such time. In such event, the partial redemption will be
  effected in accordance with the rules and procedures of the relevant Clearing
  Systems (to be reflected in the records of the relevant Clearing Systems as
  either a pool factor or a reduction in nominal amount, at their discretion).



  ARTICLE TEN

  

  THE RELEVANT CLEARING SYSTEMS



  The Euro Notes due 2021 represented by this permanent Global Security are transferable
  in accordance with the rules and procedures of the relevant Clearing Systems.



  ARTICLE ELEVEN

  

  AUTHENTICATION AND EFFECTUATION



  This permanent Global Security shall not become valid or enforceable for any
  purpose unless and until it has been authenticated by or on behalf of the Trustee
  referred to herein and effectuated by the entity appointed as common safe-keeper
  by the relevant Clearing Systems.



  ARTICLE TWELVE

  

  GOVERNING LAW



  This permanent Global Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.

H-6





  

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



  PFIZER INC.



  Dated: 

  By:____________________________ __

  Name: 

  Title: 



  Attest:______________________________

  Name: 

  Title: 

  Dated: 

 


  
    
      
        
          
             

             

          

          CERTIFICATE OF AUTHENTICATION

            

            This is one of the Securities of the series designated therein
            referred to in the within-mentioned Second Supplemental Indenture.

            

            The Bank of New York Mellon, as Trustee

            

            By:_______________________________

            Name: 

            Title: 

            

            

            CERTIFICATE OF EFFECTUATION

            

            Effectuated without recourse, warranty or liability by

            

            __________________________________

            as common safe-keeper

          By:_______________________________

            Name: 

            Title: 

          

        

      

    

  



 

H-7





  EXHIBIT I

  

  FORM OF DEFINITIVE BEARER SECURITY

  

  REPRESENTING THE EURO NOTES DUE 2021

  

  AND RELATED COUPON

 

DEFINITIVE BEARER SECURITY



  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

_____________________________________________________________________________________

[0,000/00,000]           
  ISIN:                COMMON
  CODE:                  [Serial
  No.]

                               XS0432071131
         043207113 

_____________________________________________________________________________________



  PFIZER INC.

  

  €2,000,000,000 5.750 PER CENT.

  

  NOTES DUE 2021



  This definitive Bearer Security is issued in respect of the 5.750 per cent.
  Notes due 2021 (the "Euro Notes due 2021") of Pfizer Inc. ( the "Company").
  The issue of the Euro Notes due 2021 was authorized by a resolution of the Securities
  Committee of the Company on May 27, 2009, pursuant to an authorization of the
  Board of Directors of the Company dated June 27, 2002. The Euro Notes due 2021
  are issued subject to and with the benefit of an indenture, dated as of January
  30, 2001 (the "Base Indenture") as supplemented by the Second Supplemental
  Indenture dated as of June 2, 2009 (the "Second Supplemental Indenture"
  and, together with the Base Indenture, the "Indenture", which then
  shall have the meaning assigned to it in such instrument), between, among others,
  the Company and The Bank of New York Mellon as Trustee. The Euro Notes due 2021
  are issued as Securities in bearer form in the denomination of €50,000
  each with Coupons attached in an aggregate principal amount of €2,000,000,000.

  

  The Company for value received and subject to and in accordance with the Indenture
  hereby promises to pay to the bearer on June 3, 2021 (or on such earlier date
  as the principal sum hereunder mentioned may become repayable in accordance
  with the Indenture) the principal sum of:



  [€      ]

 

I-1





  together with interest on the said principal sum at the rate of 5.750 per cent.
  Per annum payable annually in arrear on each Interest Payment Date and together
  with such other amounts (if any) as may be payable, all subject to and in accordance
  with the provisions of the Indenture.

  

  Neither this definitive Bearer Security nor the Coupons appertaining hereto
  shall be or become valid or obligatory for any purpose unless and until this
  definitive Bearer Security has been authenticated by or on behalf of the Trustee
  referred to herein.

  

  This definitive Bearer Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.

 

I-2





  

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



  PFIZER INC.



  Dated: 

  By:____________________________ __

  Name: 

  Title: 



  Attest:______________________________

  Name: 

  Title: 

  Dated: 


  
    
      
        
          
            
              
                
                  
                    
                       

                       

                    

                  

                

              

            

          

          

            CERTIFICATE OF AUTHENTICATION

            

            This is one of the Securities of the series designated therein
            referred to in the within-mentioned Second Supplemental
            Indenture.

            

            The Bank of New York Mellon, as Trustee

            

            By:_______________________________

            Name: 

            Title: 

          

        

      

    

  



I-3





  FORM OF COUPON



  On the front:



  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



  PFIZER INC.

  

  €2,000,000,000 5.750 PER CENT.

  

  NOTES DUE 2021



  Coupon appertaining to a definitive Bearer Security in the denomination of €50,000.

  

  This Coupon is separately          
  Coupon for

  negotiable, payable to bearer,       [   ][  
  ]

  and subject to the                         due
  on

  terms of the Indenture.                 
  [   ], [20   ]



  PFIZER INC.

  By: ____________________ 

 

___________________________________________________________________________

  

  [No.]       [0,000/00,000]                
  ISIN:           COMMON
  CODE:            [Serial
  No.]

                                                  XS0432071131
         043207113    

______________________________________________________________________________

I-4





  EXHIBIT J

  

  FORM OF TEMPORARY GLOBAL SECURITY 

  

  REPRESENTING THE STERLING NOTES

 

PFIZER INC.

  

  TEMPORARY GLOBAL SECURITY

  

  £1,500,000,000

  

  6.500 PER CENT. NOTES DUE 2038

  

  ISIN: XS0432072022

  COMMON CODE: 043207202

 



  This temporary Global Security is issued in respect of the 6.500 per cent. Notes
  due 2038 (the "Sterling Notes") of Pfizer Inc. (the "Company").
  The Sterling Notes are issued subject to and with the benefit of an indenture,
  dated as of January 30, 2001 (the "Base Indenture") as supplemented
  by the Second Supplemental Indenture dated as of June 2, 2009 (the "Second
  Supplemental Indenture" and, together with the Base Indenture, the "Indenture"),
  which then shall have the meaning assigned to it in such instrument), between,
  among others, the Company and The Bank of New York Mellon as Trustee (the "Trustee").



  ARTICLE ONE

  

  PROMISE TO PAY



  Subject as provided in this temporary Global Security, the Company, for value
  received, promises to pay the bearer of this temporary Global Security the sum
  of £1,500,000,000 (one billion and five hundred million Sterling) or such
  lesser sum as is equal to the principal amount of the Sterling Notes represented
  by this temporary Global Security on June 3, 2038 or on such earlier date as
  the principal in respect of this temporary Global Security may become due under
  the Indenture and to pay interest on the principal sum for the time being outstanding
  at the rate of 6.500 per cent. Per annum from and including June 3, 2009 payable
  annually in arrear on each Interest Payment Date (as defined in the Indenture)
  until payment of the principal sum has been made or duly provided for in full
  together with any other amounts as may be payable, all subject to and under
  the Indenture.

  

  

  The principal amount of Sterling Notes represented by this temporary Global
  Security shall be the aggregate amount from time to time entered in the records
  of both Euroclear

J-1



Bank S.A./NV and Clearstream Banking, société anonyme (together
  the "relevant Clearing Systems"). The records of the relevant Clearing
  Systems (which expression in this temporary Global Security means the records
  that each relevant Clearing System holds for its customers which reflect the
  amount of such customer's interest in the Sterling Notes) shall be conclusive
  evidence of the principal amount of Sterling Notes represented by this temporary
  Global Security and, for these purposes, a statement issued by a relevant Clearing
  System (which statement shall be made available to the bearer upon request)
  stating the nominal amount of Sterling Notes represented by this temporary Global
  Security at any time shall be conclusive evidence of the records of the relevant
  Clearing System at that time.



  ARTICLE TWO

  

  EXCHANGE FOR PERMANENT GLOBAL SECURITY AND PURCHASES



  The permanent Global Security to be issued on exchange for interests in this
  temporary Global Security will be substantially in the form set out in Exhibit
  K of the Second Supplemental Indenture.

  

  Subject as provided below, the permanent Global Security will only have an entry
  made to represent definitive Bearer Securities after the date which is forty
  (40) days after the closing date for the Sterling Notes (the "Exchange
  Date").

  

  Interests in this temporary Global Security may be exchanged for interests recorded
  in the records of the relevant Clearing Systems in a duly executed and authenticated
  permanent Global Security without charge, in full or partial exchange for this
  temporary Global Security, in order that the permanent Global Security represents
  an aggregate principal amount of Sterling Notes equal to the principal amount
  of this temporary Global Security submitted for exchange. Notwithstanding the
  foregoing, no such exchange shall be made unless there shall have been presented
  to the Principal Paying Agent or such other person as the Principal Paying Agent
  may direct (the "Exchange Agent") by a relevant Clearing System a
  certificate to the effect that it has received from or in respect of a person
  entitled to a beneficial interest in a particular principal amount of the Sterling
  Notes (as shown by its records) a certificate of non-US beneficial ownership
  in the form required by it and substantially in the form set out in Exhibit
  A of the Base Indenture, from such person in the form required by it and substantially
  in the form set out in Exhibit B of the Base Indenture unless such certification
  has already been made.

  

  Notwithstanding the foregoing, where this temporary Global Security has been
  exchanged in part for the permanent Global Security pursuant to the foregoing
  and definitive Bearer Securities have been issued in exchange for the total
  amount of Sterling Notes represented by the permanent Global Security pursuant
  to its terms, then interests in this temporary Global Security will no longer
  be exchangeable for interests in the permanent Global Security but will be exchangeable,
  in full or partial exchange, for duly executed and authenticated definitive
  Bearer Securities, without charge, in the denomination of £50,000 each
  with Coupons attached, such definitive Bearer Securities to be substantially
  in the form set out in the Second Supplemental Indenture. Notwithstanding the
  foregoing, definitive Bearer Securities 



J-2



shall not be so issued and delivered unless there shall have been presented
  to the Exchange Agent by a relevant Clearing System a certificate to the effect
  that it has received from or in respect of a person entitled to a beneficial
  interest in a particular principal amount of Sterling Notes (as shown by its
  records) a certificate of non-US beneficial ownership in the form required by
  it and substantially in the form set out in Exhibit A of the Base Indenture,
  from such person in the form required by it and substantially in the form set
  out in Exhibit B of the Base Indenture unless such certification has already
  been made.

  

  Any person who would, but for the provisions of this temporary Global Security
  and of the Indenture, otherwise be entitled to receive either (a) an interest
  in the permanent Global Security or (b) definitive Bearer Securities shall not
  be entitled to require the exchange of an appropriate part of this temporary
  Global Security for an interest in the permanent Global Security or definitive
  Bearer Securities unless and until he shall have delivered or caused to be delivered
  to a relevant Clearing System a certificate of non-US beneficial ownership in
  the form required by it and substantially in the form set out in Exhibit A of
  the Base Indenture.

  

  Presentation of this temporary Global Security for exchange shall be made by
  the bearer hereof on any day (other than a Saturday or Sunday) on which banks
  are open for general business in London. The aggregate principal amount of interests
  in the permanent Global Security recorded in the records of the relevant Clearing
  Systems or, as the case may be, definitive Bearer Securities issued upon an
  exchange of this temporary Global Security will, subject to the terms hereof,
  be equal to the aggregate principal amount of this temporary Global Security
  submitted by the bearer for exchange (to the extent that such principal amount
  does not exceed the aggregate principal amount of this temporary Global Security).

  

  Upon (a) any exchange of a part of this temporary Global Security for an interest
  in the permanent Global Security or for a definitive Bearer Security, (b) receipt
  of instructions from a relevant Clearing System that, following the purchase
  by or on behalf of the Company of a part of this temporary Global Security,
  part is to be cancelled or (c) any redemption of a part of this temporary Global
  Security, the Company shall procure that the portion of the principal amount
  of this temporary Global Security so exchanged, cancelled or redeemed shall
  be entered pro rata in the records of the relevant Clearing Systems. On an exchange
  in whole of this temporary Global Security, this temporary Global Security shall
  be surrendered to or to the order of the Paying Agent.



  ARTICLE THREE

  

  BENEFITS



  Until the entire principal amount of this temporary Global Security has been
  extinguished in exchange for the permanent Global Security and/or definitive
  Bearer Securities, the bearer of this temporary Global Security shall in all
  respects be entitled to the same benefits as if he were the bearer of the definitive
  Bearer Securities referred to above, except that the bearer of this temporary
  Global Security shall only be entitled to receive any payment on this temporary
  Global Security on presentation of certificates as provided below. Accordingly,
  except as ordered by a court of competent jurisdiction or as required by law
  or applicable

J-3



 regulation, the Company, Trustee and any Paying Agent may deem and treat the
  holder of this temporary Global Security as the absolute owner of this temporary
  Global Security for all purposes. All payments of any amounts payable and paid
  to such holder shall, to the extent of the sums so paid, discharge the liability
  for the moneys payable on this temporary Global Security and on the relevant
  definitive Bearer Securities and/or Coupons.



  ARTICLE FOUR

  

  PAYMENTS



  Payments due in respect of Sterling Notes for the time being represented by
  this temporary Global Security shall be made to the bearer of this temporary
  Global Security only upon presentation by a relevant Clearing System to the
  Paying Agent at its specified office of a certificate to the effect that it
  has received from or in respect of a person entitled to a particular principal
  amount of the Sterling Notes (as shown on its records) a certificate of non-US
  beneficial ownership in the form required by it and substantially in the form
  set forth in Exhibit A of the Base Indenture. Each payment so made will discharge
  the Company's obligations in respect thereof.

  

  The bearer of this temporary Global Security will not be entitled to receive
  any payment of interest due on or after the Exchange Date unless, upon due certification,
  exchange of this temporary Global Security is improperly withheld or refused.

  

  Upon any payment in respect of the Sterling Notes represented by this temporary
  Global Security, the Company shall procure that the amount so paid shall be
  entered pro rata in the records of the relevant Clearing Systems. In the case
  of any payment of principal the Company shall procure that the amount so paid
  shall be entered pro rata in the records of the relevant Clearing Systems and,
  upon such entry being made, the principal amount of the Sterling Notes recorded
  in the records of the relevant Clearing Systems and represented by this temporary
  Global Security shall be reduced by the amount so paid. Any failure to make
  such entries shall not affect the discharge referred to in the first paragraph
  above.



  

  ARTICLE FIVE

  

  ACCOUNTHOLDERS

For so long as any of the Sterling Notes is represented by this
  temporary Global Security or by this temporary Global Security and the permanent
  Global Security and such Global Security(s) is/are held on behalf of the relevant
  Clearing Systems, each person (other than a relevant Clearing System) who is
  for the time being shown in the records of a relevant Clearing System as the
  holder of a particular principal amount of Sterling Notes (each an "Accountholder")
  (in which regard any certificate or other document issued by a relevant Clearing
  System as to the principal amount of such Sterling Notes standing to the account
  of any person shall, in the absence of manifest error, be conclusive and binding
  for all purposes) shall be treated as the holder of such principal amount of
  such Sterling Notes for all purposes (including but not limited to, for the
  purposes of any quorum requirements of, or the right to

J-4



 demand a poll at, meetings of the Holders and giving notice to
  the Company pursuant to Section 501 of the Base Indenture other than with respect
  to the payment of principal amount and interest of such Sterling Notes, the
  right to which shall be vested, as against the Company, solely in the bearer
  of this temporary Global Security in accordance with and subject to its terms
  and the terms of the Indenture. The Trustee will look solely to the relevant
  Clearing Systems for the determination of who may be treated as an Accountholder
  for all purposes under the Indenture (including but not limited to, for the
  purposes of any quorum requirements of, or the right to demand a poll at, meetings
  of the Holders and giving notice to the Company pursuant to Section 501 of the
  Base Indenture) other than with respect to the payment of principal amount and
  interest of such Sterling Notes, the right to which shall be vested, as against
  the Company, solely in the bearer of this temporary Global Security in accordance
  with and subject to its terms and the terms of the Indenture. Each Accountholder
  must look solely to the relevant Clearing Systems, for its share of each payment
  made to the bearer of this temporary Global Security. With respect to this temporary
  Global Security, the "records" of the relevant Clearing Systems shall
  mean the records that each of the relevant Clearing Systems holds for its customers
  which reflect the amount of such customer's interest in the Sterling Notes.



  The Company covenants in favor of each Accountholder that it will make all payments
  in respect of the principal amount of Sterling Notes for the time being shown
  in the records of the relevant Clearing Systems as being held by the Accountholder
  and represented by this temporary Global Security to the bearer of this temporary
  Global Security in accordance with Article One hereof and acknowledges that
  each Accountholder may take proceedings to enforce this covenant and any of
  the other rights which it has under the first paragraph of this clause directly
  against the Company.



  ARTICLE SIX

  

  NOTICES



  For so long as all of the Sterling Notes are represented by this temporary Global
  Security or by this temporary Global Security and the permanent Global Security
  and such Global Security(s) is/are held on behalf of a relevant Clearing System,
  notices to Holders may be given by delivery of the relevant notice to the relevant
  Clearing Systems for communication to the relative Accountholders rather than
  by publication as required by Section 1203 of the Second Supplemental Indenture;
  provided that, so long as the Sterling Notes are listed on the Luxembourg Stock
  Exchange, notice will also be given by filing with the Companies Announcement
  Office of the Irish Stock Exchange if and to the extent that the guidelines
  of the Irish Stock Exchange so require. Any such notice shall be deemed to have
  been given to the Holders on the second day after the day on which such notice
  is delivered to the relevant Clearing Systems as aforesaid.

J-5



ARTICLE SEVEN

  

  PRESCRIPTION



  Claims against the Company in respect of principal and interest on the Sterling
  Notes represented by this temporary Global Security will be prescribed after
  ten (10) years (in the case of principal and five (5) years (in the case of
  interest) from the Relevant Date (as defined in Article Ten of the Second Supplemental
  Indenture).



  ARTICLE EIGHT

  

  REDEMPTION AT THE OPTION OF THE COMPANY



  For so long as all of the Sterling Notes are represented by this temporary Global
  Security or by this temporary Global Security and the permanent Global Security
  and such Global Security(s) is/are held on behalf of a relevant Clearing System,
  no drawing of Sterling Notes to be redeemed will be required under Section 703
  of the Second Supplemental Indenture in the event that the Company exercises
  its option pursuant to Section 702 of the Second Supplemental Indenture in respect
  of less than the aggregate principal amount of the Sterling Notes outstanding
  at such time. In such event, the partial redemption will be effected in accordance
  with the rules and procedures of the relevant Clearing Systems (to be reflected
  in the records of the relevant Clearing Systems as either a pool factor or a
  reduction in nominal amount, at their discretion).



  ARTICLE NINE

  

  THE RELEVANT CLEARING SYSTEMS



  The Sterling Notes represented by this temporary Global Security are transferable
  in accordance with the rules and procedures of the relevant Clearing Systems.



  ARTICLE TEN

  

  AUTHENTICATION AND EFFECTUATION



  This temporary Global Security shall not become valid or enforceable for any
  purpose unless and until it has been authenticated by or on behalf of the Trustee
  referred to herein and effectuated by the entity appointed as common safe-keeper
  by the relevant Clearing Systems.



  ARTICLE ELEVEN

  

  GOVERNING LAW



  This temporary Global Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.

 

J-6





  

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



  PFIZER INC.



  Dated: 

  By:____________________________ __

  Name: 

  Title: 



  Attest:______________________________

  Name: 

  Title: 

  Dated: 

 






  
    
      
        
          CERTIFICATE OF AUTHENTICATION

            

            This is one of the Securities of the series designated therein
            referred to in the within-mentioned Second Supplemental Indenture.

            

            The Bank of New York Mellon, as Trustee

            

            By:_______________________________

            Name: 

            Title: 

            

            

            CERTIFICATE OF EFFECTUATION

            

            Effectuated without recourse, warranty or liability by

            

            __________________________________

            as common safe-keeper

          By:_______________________________

            Name: 

            Title: 

          

        

      

    

  



 

J-7





  EXHIBIT K

  

  FORM OF PERMANENT GLOBAL SECURITY

  

  REPRESENTING THE STERLING NOTES

 

ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE
  SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE
  LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE
  CODE.



  PFIZER INC.

  

  PERMANENT GLOBAL SECURITY

  

  £1,500,000,000

  

  6.500 PER CENT. NOTES DUE 2038

  

  ISIN: XS0432072022

  COMMON CODE: 043207202



  This permanent Global Security is issued in respect of the 6.500 per cent. Notes
  due 2038 (the " Sterling Notes") of Pfizer Inc. (the "Company").
  The Sterling Notes are initially represented by a temporary Global Security
  interests in which will be exchanged in accordance with the terms of the temporary
  Global Security for interests in this permanent Global Security and, if applicable,
  definitive Bearer Securities. The Sterling Notes are issued subject to and with
  the benefit of an indenture, dated as of January 30, 2001 (the "Base Indenture")
  as supplemented by the Second Supplemental Indenture dated as of June 2, 2009
  (the "Second Supplemental Indenture" and, together with the Base Indenture,
  the "Indenture", which then shall have the meaning assigned to it
  in such instrument), between, among others, the Company and The Bank of New
  York Mellon as Trustee (the "Trustee").



  ARTICLE ONE

  

  PROMISE TO PAY



  Subject as provided in this permanent Global Security, the Company, for value
  received, promises to pay the bearer of this permanent Global Security the sum
  of £1,500,000,000 (one billion and five hundred million Sterling) or such
  lesser sum as is equal to the principal amount of the Sterling Notes represented
  by this permanent Global Security on June 3, 2038 or on such earlier date as
  the principal in respect of this permanent Global Security may become due under
  the Indenture and to pay interest on the principal sum for the time being 

K-1



outstanding at the rate of 6.500 per cent. Per annum from and including June
  3, 2009, payable annually in arrear on each Interest Payment Date (as defined
  in the Indenture) until payment of the principal sum has been made or duly provided
  for in full together with any other amounts as may be payable, all subject to
  and under the Indenture.

  

  The principal amount of Sterling Notes represented by this permanent Global
  Security shall be the aggregate amount from time to time entered in the records
  of both Euroclear Bank S.A./NV and Clearstream Banking, société
  anonyme (together the "relevant Clearing Systems"). The records of
  the relevant Clearing Systems (which expression in this permanent Global Security
  means the records that each relevant Clearing System holds for its customers
  which reflect the amount of such customer's interest in the Sterling Notes)
  shall be conclusive evidence of the principal amount of Sterling Notes represented
  by this permanent Global Security and, for these purposes, a statement issued
  by a relevant Clearing System (which statement shall be made available to the
  bearer upon request) stating the nominal amount of Sterling Notes represented
  by this permanent Global Security at any time shall be conclusive evidence of
  the records of the relevant Clearing System at that time.



  ARTICLE TWO

  

  EXCHANGE OF INTERESTS IN THE TEMPORARY GLOBAL SECURITY FOR INTERESTS IN THIS
  PERMANENT GLOBAL SECURITY



  Upon any exchange of an interest recorded in the records of the relevant Clearing
  Systems in the temporary Global Security representing the Sterling Notes for
  an interest recorded in the records of the relevant Clearing Systems in this
  permanent Global Security, the Company shall procure that details of such exchange
  shall be entered pro rata in the records of the relevant Clearing Systems.



  ARTICLE THREE

  

  EXCHANGE FOR DEFINITIVE BEARER SECURITIES AND PURCHASES



  The permanent Global Security will be exchangeable in whole but not in part
  (free of charge to the holder) for definitive Bearer Securities only: 

  

  (a) upon the happening of any of the events defined in the Indenture as "Events
  of Default"; 

  

  (b) if either Euroclear or Clearstream, Luxembourg is closed for business for
  a continuous period of fourteen (14) days (other than by reason of holiday,
  statutory or otherwise) or announces an intention permanently to cease business
  or does in fact do so and no alternative clearing system satisfactory to the
  Trustee is available; or 

  

  (c) if the Company would suffer a disadvantage as a result of a change in laws
  or regulations (taxation or otherwise) or as a result of a change in the practice
  of Euroclear and/or Clearstream, Luxembourg which would not be suffered were
  the Sterling Notes in 

K-2



 definitive form and a certificate to such effect signed by two current directors
  of the Company is given to the Trustee; or

  

  (d) upon not less than sixty (60) days' written notice from Euroclear and/or
  Clearstream, Luxembourg (acting on the instructions of any holder of an interest
  in such permanent Global Security) to the Principal Paying Agent.

  

  Thereupon (in the case of (a), (b) and (c) above) the holder of the permanent
  Global Security (acting on the instructions of one or more of the Accountholders
  (as defined below)) or the Trustee may give notice to the Company and (in the
  case of (c) above) the Company may give notice to the Trustee and the Holders,
  of its intention to exchange the permanent Global Security for definitive Bearer
  Securities on or after the Exchange Date (as defined below).

  

  On or after the Exchange Date the holder of the permanent Global Security may
  or, in the case of (c) above, shall surrender the permanent Global Security
  to or to the order of the Principal Paying Agent. In exchange for the permanent
  Global Security the Company will deliver, or procure the delivery of, an equal
  aggregate principal amount of definitive Bearer Securities (having attached
  to them all Coupons in respect of interest which has not already been paid on
  the permanent Global Security), security printed in accordance with any applicable
  legal and stock exchange requirements and in or substantially in the form set
  out in the Indenture. On exchange of the permanent Global Security, the Company
  will procure that it is cancelled and, if the holder so requests, returned to
  the holder together with any relevant definitive Bearer Securities. Definitive
  Bearer Securities to be delivered on exchange shall be delivered only outside
  the United States. The definitive Bearer Securities to be issued on exchange
  will be in bearer form in the denomination of £50,000 each with Coupons
  attached and will be substantially in the form set out in Exhibit L to the Second
  Supplemental Indenture.

  

  The Company shall deliver to the Trustee sufficient definitive Bearer Securities
  to give effect to any exchange as set forth in this Article Three. 

  

  For these purposes, "Exchange Date" means a day specified in the notice
  requiring exchange falling not less than sixty (60) days after that on which
  such notice is given and being a day on which banks are open for general business
  in the place in which the specified office of the Principal Paying Agent is
  located and, except in the case of exchange pursuant to (b) above, in the place
  in which the relevant clearing system is located.



  ARTICLE FOUR

  

  BENEFITS



  Until the entire principal amount of this permanent Global Security has been
  extinguished in exchange for definitive Bearer Securities or in any other manner
  envisaged by the terms of the Second Supplemental Indenture, the bearer of this
  permanent Global Security shall in all respects be entitled to the same benefits
  as if he were the bearer of the definitive Bearer Securities referred to above.
  Accordingly, except as ordered by a court of competent

K-3



 jurisdiction or as required by law or applicable regulation, the Company,
  the Trustee and any Paying Agent may deem and treat the holder of this permanent
  Global Security as the absolute owner of this permanent Global Security for
  all purposes. All payments of any amounts payable and paid to such holder shall,
  to the extent of the sums so paid, discharge the liability for the moneys payable
  on this permanent Global Security and on the relevant definitive Bearer Securities
  and/or Coupons.



ARTICLE FIVE

  

  PAYMENTS



  Payments due in respect of Sterling Notes for the time being represented by
  this permanent Global Security shall be made to the bearer of this permanent
  Global Security and each payment so made will discharge the Company's obligations
  in respect thereof.

  

  Upon any payment in respect of the Sterling Notes represented by this permanent
  Global Security, the Company shall procure that the amount so paid shall be
  entered pro rata in the records of the relevant Clearing Systems. In the case
  of any payment of principal the Company shall procure that the amount so paid
  shall be entered pro rata in the records of the relevant Clearing Systems and,
  upon any such entry being made, the principal amount of the Sterling Notes recorded
  in the records of the relevant Clearing Systems and represented by this permanent
  Global Security shall be reduced by the amount so paid. Any failure to make
  such entries shall not affect the discharge referred to in the previous paragraph.



  ARTICLE SIX

  

  ACCOUNTHOLDERS



  For so long as any of the Sterling Notes are represented by this permanent Global
  Security or by this permanent Global Security and the temporary Global Security
  and such Global Security(s) is/are held on behalf of the relevant Clearing Systems,
  each person (other than a relevant Clearing System) who is for the time being
  shown in the records of a relevant Clearing System as the holder of a particular
  principal amount of Sterling Notes (each an "Accountholder") (in which
  regard any certificate or other document issued by a relevant Clearing System
  as to the principal amount of such Sterling Notes standing to the account of
  any person shall, in the absence of any manifest error, be conclusive and binding
  for all purposes) shall be treated as the holder of such principal amount of
  such Sterling Notes for all purposes (including but not limited to, for the
  purposes of any quorum requirements of, or the right to demand a poll at, meetings
  of the Holders and giving notice to the Company pursuant to Section 501 of the
  Base Indenture) other than with respect to the payment of principal amount and
  interest on such principal amount of such Sterling Notes, the right to which
  shall be vested, as against the Company, solely in the bearer of this permanent
  Global Security in accordance with and subject to its terms and the terms of
  the Indenture. The Trustee will look solely to the relevant Clearing Systems
  for the determination of who may be treated as an Accountholder for all purposes
  under the Indenture (including but not limited to, for the purposes of any quorum
  requirements of, or the right to demand a poll at, meetings of the Holders and
  giving notice to the

K-4



Company pursuant to Section 501 of the Base Indenture) other than with respect
  to the payment of principal amount and interest on such principal amount of
  such Sterling Notes, the right to which shall be vested, as against the Company,
  solely in the bearer of this temporary Global Security in accordance with and
  subject to its terms and the terms of the Indenture. Each Accountholder must
  look solely to the relevant Clearing Systems for its share of each payment made
  to the bearer of this permanent Global Security. With respect to this permanent
  Global Security, the "records" of Euroclear and Clearstream, Luxembourg
  shall mean the records that each of Euroclear and Clearstream, Luxembourg holds
  for its customers which reflect the amount of such customer's interest in the
  Sterling Notes.

  

  The Company covenants in favor of each Accountholder that it will make all payments
  in respect of the principal amount of Sterling Notes for the time being shown
  in the records of the relevant Clearing Systems as being held by the Accountholder
  and represented by this permanent Global Security to the bearer of this permanent
  Global Security in accordance with Article One above and acknowledges that each
  Accountholder may take proceedings to enforce this covenant and any of the other
  rights which it has under the first paragraph of this clause directly against
  the Company.



  ARTICLE SEVEN

  

  NOTICES



  For so long as all of the Sterling Notes are represented by this permanent Global
  Security or by this permanent Global Security and the temporary Global Security
  and such Global Security(s) is/are held on behalf of a relevant Clearing System,
  notices to Holders may be given by delivery of the relevant notice to the relevant
  Clearing Systems for communication to the relative Accountholders rather than
  by publication as required by Section 1203 of the Second Supplemental Indenture,
  provided that, so long as the Sterling Notes are listed on the Irish Stock Exchange,
  notice will also be given by filing with the Companies Announcement Office of
  the Irish Stock Exchange if and to the extent that the guidelines of the Irish
  Stock Exchange so require. Any such notice shall be deemed to have been given
  to the Holders on the second day after the day on which such notice is delivered
  to the relevant Clearing Systems as aforesaid.



  ARTICLE EIGHT

  

  PRESCRIPTION



  Claims against the Company in respect of principal and interest on the Sterling
  Notes represented by this permanent Global Security will be prescribed after
  ten (10) years (in the case of principal) and five (5) years (in the case of
  interest) from the Relevant Date (as defined in Article Ten of the Second Supplemental
  Indenture).

K-5





  ARTICLE NINE

  

  REDEMPTION AT THE OPTION OF THE COMPANY



  For so long as all of the Sterling Notes are represented by this permanent Global
  Security or by this permanent Global Security and the temporary Global Security
  and such Global Security(s) is/are held on behalf of the relevant Clearing Systems,
  no drawing of Sterling Notes to be redeemed will be required under Section 703
  of the Second Supplemental Indenture in the event that the Company exercises
  its option pursuant to Section 702 of the Second Supplemental Indenture in respect
  of less than the aggregate principal amount of the Sterling Notes outstanding
  at such time. In such event, the partial redemption will be effected in accordance
  with the rules and procedures of the relevant Clearing Systems (to be reflected
  in the records of the relevant Clearing Systems as either a pool factor or a
  reduction in nominal amount, at their discretion).



  ARTICLE TEN

  

  THE RELEVANT CLEARING SYSTEMS



  The Sterling Notes represented by this permanent Global Security are transferable
  in accordance with the rules and procedures of the relevant Clearing Systems.



  ARTICLE ELEVEN

  

  AUTHENTICATION AND EFFECTUATION



  This permanent Global Security shall not become valid or enforceable for any
  purpose unless and until it has been authenticated by or on behalf of the Trustee
  referred to herein and effectuated by the entity appointed as common safe-keeper
  by the relevant Clearing Systems.



  ARTICLE TWELVE

  

  GOVERNING LAW



  This permanent Global Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.

 

K-6





  

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



  PFIZER INC.



  Dated: 

  By:____________________________ __

  Name: 

  Title: 



  Attest:______________________________

  Name: 

  Title: 

  Dated: 

 



    
      
        
          
            
              
                
                  
                    
                       

                    

                  

                

              

            

          

           

          CERTIFICATE OF AUTHENTICATION

            

            This is one of the Securities of the series designated
            therein referred to in the within-mentioned Second Supplemental
            Indenture.

            

            The Bank of New York Mellon, as Trustee

            

            By:_______________________________

            Name: 

            Title: 

            

            

            CERTIFICATE OF EFFECTUATION

            

            Effectuated without recourse, warranty or liability by

            

            __________________________________

            as common safe-keeper

          By:_______________________________

            Name: 

            Title: 

          

        

      

    

  



K-7



 



  EXHIBIT L

  

  FORM OF DEFINITIVE BEARER SECURITY

  

  REPRESENTING THE STERLING NOTES

  

  AND RELATED COUPON

 

DEFINITIVE BEARER SECURITY



  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.

_____________________________________________________________________________________________________

[0,000/00,000]          
  ISIN:                    COMMON
  CODE:             
  [Serial No.]

                                XS0432072022          
  043207202

______________________________________________________________________________________________________

PFIZER INC.

  

  £1,500,000,000 6.500 PER CENT.

  NOTES DUE 2038



  This definitive Bearer Security is issued in respect of the 6.500 per cent.
  Notes due 2038 (the "Sterling Notes") of Pfizer Inc. (the "Company").
  The issue of the Sterling Notes was authorized by a resolution of the Securities
  Committee of the Company on May 27, 2009, pursuant to an authorization of the
  Board of Directors of the Company dated June 27, 2002. The Sterling Notes are
  issued subject to and with the benefit of an indenture, dated as of January
  30, 2001 (the "Base Indenture") as supplemented by the Second Supplemental
  Indenture dated as of June 2, 2009 (the "Second Supplemental Indenture"
  and, together with the Base Indenture, the "Indenture", which then
  shall have the meaning assigned to it in such instrument), between, among others,
  the Company and The Bank of New York Mellon as Trustee. The Sterling Notes are
  issued as Securities in bearer form in the denomination of £50,000 each
  with Coupons attached in an aggregate principal amount of £1,500,000,000.

  

  The Company for value received and subject to and in accordance with the Indenture
  hereby promises to pay to the bearer on June 3, 2038 (or on such earlier date
  as the principal sum hereunder mentioned may become repayable in accordance
  with the Indenture) the principal sum of:



  

  [£      ]

  



L-1





  together with interest on the said principal sum at the rate of 6.500 per cent.
  Per annum payable annually in arrear on each Interest Payment Date and together
  with such other amounts (if any) as may be payable, all subject to and in accordance
  with the provisions of the Indenture.

  

  Neither this definitive Bearer Security nor the Coupons appertaining hereto
  shall be or become valid or obligatory for any purpose unless and until this
  definitive Bearer Security has been authenticated by or on behalf of the Trustee
  referred to herein.

  

  This definitive Bearer Security is governed by, and shall be construed in accordance
  with, the law of the State of New York.

  

L-2





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



  PFIZER INC.



  Dated: 

  By:______________________________

  Name: 

  Title: 



  Attest:_____________________________

  Name: 

  Title: 

  Dated: 


  
    
      
        
          
            
              
                
                  
                    
                       

                       

                    

                  

                

              

            

          

          

            CERTIFICATE OF AUTHENTICATION

            

            This is one of the Securities of the series designated therein
            referred to in the within-mentioned Second Supplemental
            Indenture.

            

            The Bank of New York Mellon, as Trustee

            

            By:_______________________________

            Name: 

            Title: 

          
            
              
                
                  
                    
                       

                    

                  

                

              

            

          

        

      

    

  



L-3



  



  FORM OF COUPON



  On the front:



  ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS
  UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED
  IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE.



  PFIZER INC.

  

  £1,500,000,000 6.500 PER CENT.

  NOTES DUE 2038



  Coupon appertaining to a definitive Bearer Security in the denomination of £50,000.



  This Coupon is separately              Coupon
  for

  negotiable, payable to bearer,        [   
  ][    ]

  and subject to the                          due
  on

  terms of the Indenture.                  
  [     ], [20   ]



 

PFIZER INC.

  

  By: ____________________

 

____________________________________________________________________________



  [No.]        [0,000/00,000]         
  ISIN:                  
  COMMON CODE:         [Serial No.]











                                              XS0432072022         
  043207202  

____________________________________________________________________________





L-4