a6022539ex4-1.htm


    Exhibit 4.1

     

    EXECUTION COPY

    
      


       

      PFIZER
INC.

       

       

      and

       

       

      THE BANK
OF NEW YORK MELLON,
Trustee

       

       

      FIRST
SUPPLEMENTAL INDENTURE

       

       

      Dated as
of March 24, 2009

       

       

      to

       

       

      INDENTURE

       

       

      Dated as
of January 30, 2001

       

       

      Floating
Rate Notes due 2011
4.450%
Notes due 2012
5.350%
Notes due 2015
6.200%
Notes due 2019
7.200%
Notes due 2039

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  
                                                                                                                                                                                                    
                                                                                                                                                                                                      
                                                                                                                                                                                                        
                                                                                                                                                                                                          
                                                                                                                                                                                                            
                                                                                                                                                                                                              
                                                                                                                                                                                                                
                                                                                                                                                                                                                  
                                                                                                                                                                                                                    
                                                                                                                                                                                                                      	
                                                                                                                                                                                                                              Section
      101.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Definition of Terms.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                               

                                                                                                                                                                                                                            
	 	 	 
	 
      	
                                                                                                                                                                                                                              ARTICLE TWO

                                                                                                                                                                                                                            	 
      
	 	 	
                                                                                                                                                                                                                               

                                                                                                                                                                                                                            
	 
      	
                                                                                                                                                                                                                              GENERAL TERMS AND CONDITIONS OF THE 2011
      NOTES

                                                                                                                                                                                                                            	 
      
	 	 	 
	
                                                                                                                                                                                                                              Section
      201.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Designation and Principal Amount.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              2

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      202.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Maturity.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              2

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      203.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Further Issues.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              2

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      204.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Global Notes.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              2

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      205.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Interest.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              3

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      206.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Authorized Denominations.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              4

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      207.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              No Optional Redemption.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              4

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      208.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Appointment of Agents.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              4

                                                                                                                                                                                                                            
	 	 	 
	 
      	
                                                                                                                                                                                                                              ARTICLE THREE

                                                                                                                                                                                                                            	 
      
	 	 	 
	 
      	
                                                                                                                                                                                                                              GENERAL TERMS AND CONDITIONS OF THE 2012
      NOTES

                                                                                                                                                                                                                            	 
      
	 	 	 
	
                                                                                                                                                                                                                              Section
      301.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Designation and Principal Amount.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              5

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      302.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Maturity.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              5

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      303.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Further Issues.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              5

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      304.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Global Notes.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              5

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      305.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Interest.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              5

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      306.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Authorized Denominations.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              5

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      307.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Redemption.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              5

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      308.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Appointment of Agents.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              6

                                                                                                                                                                                                                            
	 	 	 
	 
      	
                                                                                                                                                                                                                              ARTICLE FOUR

                                                                                                                                                                                                                            	 
      
	 	 	 
	 
      	
                                                                                                                                                                                                                              GENERAL TERMS AND CONDITIONS OF THE 2015
      NOTES

                                                                                                                                                                                                                            	 
      
	 	 	 
	
                                                                                                                                                                                                                              Section
      401.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Designation and Principal Amount.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              6

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      402.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Maturity.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              6

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      403.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Further Issues.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              6

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      404.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Global Notes.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              6

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      405.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Interest.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              6

                                                                                                                                                                                                                            
	
                                                                                                                                                                                                                              Section
      406.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              Authorized Denominations.

                                                                                                                                                                                                                            	
                                                                                                                                                                                                                              6

                                                                                                                                                                                                                            


                                                                                                                                                                                                                    

                                                                                                                                                                                                                  

                                                                                                                                                                                                                

                                                                                                                                                                                                              

                                                                                                                                                                                                            

                                                                                                                                                                                                          

                                                                                                                                                                                                        

                                                                                                                                                                                                      

                                                                                                                                                                                                    

                                                                                                                                                                                                  

                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                       

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              	
                                                                                                                      Section
      407.

                                                                                                                    	
                                                                                                                      Redemption.

                                                                                                                    	
                                                                                                                      7

                                                                                                                    
	
                                                                                                                      Section
      408.

                                                                                                                    	
                                                                                                                      Appointment of Agents.

                                                                                                                    	
                                                                                                                      7

                                                                                                                    
	 	 	 
	 
      	
                                                                                                                      ARTICLE FIVE

                                                                                                                    	 
      
	 	 	 
	 
      	
                                                                                                                      GENERAL TERMS AND CONDITIONS OF THE 2019
      NOTES

                                                                                                                    	 
      
	 	 	 
	
                                                                                                                      Section
      501.

                                                                                                                    	
                                                                                                                      Designation and Principal Amount.

                                                                                                                    	
                                                                                                                      7

                                                                                                                    
	
                                                                                                                      Section
      502.

                                                                                                                    	
                                                                                                                      Maturity.

                                                                                                                    	
                                                                                                                      7

                                                                                                                    
	
                                                                                                                      Section
      503.

                                                                                                                    	
                                                                                                                      Further Issues.

                                                                                                                    	
                                                                                                                      7

                                                                                                                    
	
                                                                                                                      Section
      504.

                                                                                                                    	
                                                                                                                      Global Notes.

                                                                                                                    	
                                                                                                                      7

                                                                                                                    
	
                                                                                                                      Section
      505.

                                                                                                                    	
                                                                                                                      Interest.

                                                                                                                    	
                                                                                                                      7

                                                                                                                    
	
                                                                                                                      Section
      506.

                                                                                                                    	
                                                                                                                      Authorized Denominations.

                                                                                                                    	
                                                                                                                      8

                                                                                                                    
	
                                                                                                                      Section
      507.

                                                                                                                    	
                                                                                                                      Redemption.

                                                                                                                    	
                                                                                                                      8

                                                                                                                    
	
                                                                                                                      Section
      508.

                                                                                                                    	
                                                                                                                      Appointment of Agents.

                                                                                                                    	
                                                                                                                      8

                                                                                                                    
	 	 	 
	 
      	
                                                                                                                      ARTICLE SIX

                                                                                                                    	 
      
	 	 	 
	
                                                                                                                       

                                                                                                                    	
                                                                                                                      GENERAL TERMS AND CONDITIONS OF THE 2039
      NOTES

                                                                                                                    	 
      
	 	 	 
	
                                                                                                                      Section
      601.

                                                                                                                    	
                                                                                                                      Designation and Principal Amount.

                                                                                                                    	
                                                                                                                      8

                                                                                                                    
	
                                                                                                                      Section
      602.

                                                                                                                    	
                                                                                                                      Maturity.

                                                                                                                    	
                                                                                                                      8

                                                                                                                    
	
                                                                                                                      Section
      603.

                                                                                                                    	
                                                                                                                      Further Issues.

                                                                                                                    	
                                                                                                                      8

                                                                                                                    
	
                                                                                                                      Section
      604.

                                                                                                                    	
                                                                                                                      Global Notes.

                                                                                                                    	
                                                                                                                      8

                                                                                                                    
	
                                                                                                                      Section
      605.

                                                                                                                    	
                                                                                                                      Interest.

                                                                                                                    	
                                                                                                                      8

                                                                                                                    
	
                                                                                                                      Section
      606.

                                                                                                                    	
                                                                                                                      Authorized Denominations.

                                                                                                                    	
                                                                                                                      9

                                                                                                                    
	
                                                                                                                      Section
      607.

                                                                                                                    	
                                                                                                                      Redemption.

                                                                                                                    	
                                                                                                                      9

                                                                                                                    
	
                                                                                                                      Section
      608.

                                                                                                                    	
                                                                                                                      Appointment of Agents.

                                                                                                                    	
                                                                                                                      9

                                                                                                                    
	 	 	 
	 
      	
                                                                                                                      ARTICLE SEVEN

                                                                                                                    	 
      
	 	 	 
	 
      	
                                                                                                                      OPTIONAL REDEMPTION OF CERTAIN NOTES; NO
      SINKING FUND

                                                                                                                    	 
      
	 	 	 
	
                                                                                                                      Section
      701.

                                                                                                                    	
                                                                                                                      Optional Redemption by Company.

                                                                                                                    	
                                                                                                                      9

                                                                                                                    
	
                                                                                                                      Section
      702.

                                                                                                                    	
                                                                                                                      No Sinking Fund.

                                                                                                                    	
                                                                                                                      12

                                                                                                                    
	 	 	 
	
                                                                                                                       

                                                                                                                    	
                                                                                                                      ARTICLE
      EIGHT  

                                                                                                                    	 
      
	 	 	 
	
                                                                                                                       

                                                                                                                    	
                                                                                                                      FORMS OF NOTES

                                                                                                                    	 
      
	 	 	 
	
                                                                                                                      Section
      801.

                                                                                                                    	
                                                                                                                      Form of 2011 Note.

                                                                                                                    	
                                                                                                                      12

                                                                                                                    
	
                                                                                                                      Section
      802.

                                                                                                                    	
                                                                                                                      Form of 2012 Note.

                                                                                                                    	
                                                                                                                      12

                                                                                                                    
	
                                                                                                                      Section
      803.

                                                                                                                    	
                                                                                                                      Form of 2015 Note.

                                                                                                                    	
                                                                                                                      12

                                                                                                                    
	
                                                                                                                      Section
      804.

                                                                                                                    	
                                                                                                                      Form of 2019 Note.

                                                                                                                    	
                                                                                                                      12

                                                                                                                    
	
                                                                                                                      Section
      805.

                                                                                                                    	
                                                                                                                      Form of 2039 Note.

                                                                                                                    	
                                                                                                                      12

                                                                                                                    


                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                
                                                                                                                                                                                                  	 
      	
                                                                                                                                                                                                          ARTICLE NINE

                                                                                                                                                                                                        	 
      
	 	 	 
	 
      	
                                                                                                                                                                                                          ORIGINAL ISSUE AMOUNT OF NOTES

                                                                                                                                                                                                        	 
      
	 	 	 
	
                                                                                                                                                                                                          Section
      901.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Original Issue Amount of the 2011 Notes.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          12

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      902.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Original Issue Amount of the 2012 Notes.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          12

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      903.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Original Issue Amount of the 2015 Notes.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          12

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      904.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Original Issue Amount of the 2019 Notes.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          13

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      905.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Original Issue Amount of the 2039 Notes.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          13

                                                                                                                                                                                                        
	 	 	 
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                          ARTICLE TEN

                                                                                                                                                                                                        	 
      
	 	 	 
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                          PARTICULAR COVENANTS OF THE
    COMPANY

                                                                                                                                                                                                        	 
      
	 	 	 
	
                                                                                                                                                                                                          Section
      1001.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Limitations on Liens.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          13

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      1002.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Limitations on Sale Leaseback
    Transactions.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          13

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      1003.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Subsidiary Guarantees.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          14

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      1004.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Defined Terms.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          15

                                                                                                                                                                                                        
	 	 	 
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                          ARTICLE ELEVEN

                                                                                                                                                                                                        	 
      
	 	 	 
	
                                                                                                                                                                                                           

                                                                                                                                                                                                        	
                                                                                                                                                                                                          MISCELLANEOUS

                                                                                                                                                                                                        	 
      
	 	 	 
	
                                                                                                                                                                                                          Section
      1101.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Ratification of Indenture.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          17

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      1102.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Trustee Not Responsible for Recitals.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          17

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      1103.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Governing Law.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          17

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      1104.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Separability.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          17

                                                                                                                                                                                                        
	
                                                                                                                                                                                                          Section
      1105.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          Counterparts.

                                                                                                                                                                                                        	
                                                                                                                                                                                                          17

                                                                                                                                                                                                        


                                                                                                                                                                                                

                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      


      Exhibits

       

      


       

      
        
          	
                  Exhibit
      A 

                	
                  Form
      of 2011 Note 

                
	
                  Exhibit
      B

                	
                  Form
      of 2012 Note 

                
	
                  Exhibit
      C 

                	
                  Form
      of 2015 Note 

                
	
                  Exhibit
      D 

                	
                  Form
      of 2019 Note 

                
	
                  Exhibit
      E 

                	
                  Form
      of 2039 Note 

                


        

      

                         

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

    

     

    
      FIRST
SUPPLEMENTAL INDENTURE, dated as of March 24, 2009 (the “First 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”).

       

      WHEREAS,
the Company executed and delivered the indenture, dated as of January 30,
2001, to the Trustee (as supplemented, the “Indenture”), to provide for the
issuance of the Company’s notes, bonds, debentures or any other evidences of
indebtedness (the “Securities”), in one or more fully registered
series;

       

      WHEREAS,
pursuant to Section 901 of the Indenture, the Company desires to provide for the
issuance of (i) a new series of its Securities to be known as its Floating
Rate Notes due 2011 (the “2011 Notes”), (ii) a new series of its Securities to
be known as its 4.450% Notes due 2012 (the “2012 Notes”), (iii) a new series of
its Securities to be known as its 5.350% Notes due 2015 (the “2015 Notes”), (iv)
a new series of its Securities to be known as its 6.200% Notes due 2019 (the
“2019 Notes”) and (v) a new series of its Securities to be known as its 7.200%
Notes due 2039 (the “2039 Notes” and, together with the 2011 Notes, the 2012
Notes, the 2015 Notes and the 2019 Notes, the “Notes”), and to establish the
forms of the Notes thereof, as in Section 202 of the Indenture provided, and to
set forth the terms thereof, as in Section 301 of the Indenture provided and to
provide for the application thereto of the covenants set forth in Article 10
herein, as in Section 901(2) of the Indenture provided;

       

      WHEREAS,
the Board of Directors of the Company, pursuant to a resolution duly adopted on
January 25, 2009, has duly authorized the issuance of up to $22,500,000,000
of the Company’s securities and the Securities Issuance Committee of the Board
of Directors, pursuant to a resolution duly adopted on March 17, 2009, has duly
authorized the issuance of the $1,250,000,000 aggregate principal amount of the
2011 Notes, $3,500,000,000 aggregate principal amount of the 2012 Notes,
$3,000,000,000 aggregate principal amount of the 2015 Notes, $3,250,000,000
aggregate principal amount of the 2019 Notes and $2,500,000,000 aggregate
principal amount of the 2039 Notes, and has authorized the proper officers of
the Company to execute any and all appropriate documents necessary or
appropriate to effect such issuance;

       

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

       

      WHEREAS,
all things necessary to make this First 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
the Notes by the Holders thereof, and for the purpose of setting forth, as
provided in the 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:

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

       

      ARTICLE
ONE

       

      DEFINITIONS

       

      Section
101. Definition of
Terms.

       

       Unless
the context otherwise requires:

       

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

       

      (b) each term
defined anywhere in this First 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 2011
NOTES

       

    

    
       

      Section 201. Designation and Principal
Amount.    There is
hereby authorized and established a series of Securities under the Indenture,
designated as the “Floating Rate Notes due 2011”, which is not limited in
aggregate principal amount.  The aggregate principal amount of the
2011 Notes to be issued on the date hereof is set forth in Article Nine
herein.

       

      Section 202. Maturity.   
The
Stated Maturity of principal of the 2011 Notes is March 15, 2011.

       

      Section
203. Further
Issues.   
The Company may from time to time, without the consent of the Holders of the
2011 Notes, issue additional 2011 Notes.  Any such additional 2011
Notes will have the same ranking, interest rate, maturity date and other terms
as the 2011 Notes herein provided for.  Any such additional 2011
Notes, together with the 2011 Notes herein provided for, will constitute a
single series of Securities under the Indenture.  No additional 2011
Notes may be issued if an Event of Default has occurred and is continuing with
respect to the 2011 Notes.  The Company will not issue any additional
2011 Notes intended to form a single series with the 2011 Notes herein provided
for unless such additional 2011 Notes will be fungible with the 2011 Notes
herein provided for, for U.S. federal income tax purposes.

       

      Section
204. Global
Notes.    Upon
their original issuance, the 2011 Notes will be represented by one or more
Global Securities registered in the name of Cede & Co., the nominee of The
Depository Trust Company (“DTC”).  The Company will deposit the Global
Securities with DTC or its custodian and register the Global Securities in the
name of Cede & Co.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      Section 205. Interest.   
(a)           Interest on
the 2011 Notes will accrue at a per annum rate equal to LIBOR, as determined by
the Calculation Agent, plus 1.95%.  The Calculation Agent will set the
initial interest rate on March 24, 2009 and reset the interest rate on each
Interest Payment Date (each such date, an “Interest Reset Date”).  The
second London business day preceding an Interest Reset Date will be the
“Interest Determination Date” for that Interest Reset Date.  The
interest rate in effect on each date that is not an Interest Reset Date will be
the interest rate determined as of the Interest Determination Date pertaining to
the immediately preceding Interest Reset Date.  The interest rate in
effect on any day that is an Interest Reset Date will be the interest rate
determined as of the Interest Determination Date pertaining to the Interest
Reset Date.  Interest shall be computed on the basis of the actual
number of days in the relevant interest period and a 360-day year.

       

      (b)           Interest
on the 2011 Notes will accrue from and including March 24, 2009, to, but
excluding, the first Interest Payment Date and thereafter from and including the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for to, but excluding, the next Interest Payment
Date.  Interest on the 2011 Notes shall be payable quarterly in
arrears and the Interest Payment Dates on which such interest shall be payable
are March 15, June 15, September 15 and December 15, commencing on June 15,
2009; and the Regular Record Date for the interest payable on any Interest
Payment Date is the close of business on the fifteenth calendar day (whether or
not a Business Day), as the case may be, next preceding the relevant Interest
Payment Date.  If any Interest Payment Date falls on a day that is not
a Business Day, the required payment on that day will be due on the next
succeeding Business Day as if made on the date the payment was due, and no
interest will accrue on that payment for the period from and after that Interest
Payment Date to the date of payment on the next succeeding Business
Day.

       

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

       

      “Calculation
Agent” means The Bank of New York Mellon, a New York banking corporation, and
its successors and assigns. The Calculation Agent shall serve as the calculation
agent hereunder unless and until a successor calculation agent is appointed by
the Company.

       

      “LIBOR”
will be determined by the Calculation Agent in accordance with the following
provisions:

       

      (i)           With
respect to any Interest Determination Date, LIBOR will be the rate for deposits
in United States dollars having a maturity of three months commencing on the
first day of the applicable interest period that appears on Reuters Page LIBOR01
as of 11:00 a.m., London time, on that Interest Determination Date. If, on an
Interest Determination Date, such rate does not appear on Reuters Page LIBOR01
as of 11:00 a.m., London time, or if Reuters Page LIBOR01 is not available on
such date, the Calculation Agent will obtain such rate from Bloomberg L.P.’s
page “BBAM.” If no rate appears on Reuters Page LIBOR01 or Bloomberg L.P. page
BBAM as of approximately 11:00 a.m., London time, on such Interest Determination
Date, LIBOR for that Interest Determination Date will be determined in
accordance with the provisions described in (ii) below.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      (ii)           With
respect to an Interest Determination Date on which no rate appears on Reuters
Page LIBOR01 or Bloomberg L.P. page BBAM, as specified in (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent (after consultation with the Company), to provide the
Calculation Agent with its offered quotation for deposits in United States
dollars for the period of three months, commencing on the first day of the
applicable interest period, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on that Interest Determination Date and
in a principal amount that is representative for a single transaction in United
States dollars in that market at that time. If at least two quotations are
provided, then LIBOR on that Interest Determination Date will be the arithmetic
mean of those quotations. If fewer than two quotations are provided, then LIBOR
on the Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m., in The City of New York, on the Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent (after consultation with the Company) for loans in United
States dollars to leading European banks, having a three-month maturity and in a
principal amount that is representative for a single transaction in United
States dollars in that market at that time. If, however, the banks selected by
the Calculation Agent are not providing quotations in the manner described by
the previous sentence, LIBOR determined as of that Interest Determination Date
will be LIBOR in effect on that Interest Determination Date.

       

      “Reuters
Page LIBOR01” means the display designated on page LIBOR01 by Reuters Group plc
(or such other page as may replace the LIBOR01 page on that service (or any
successor service) or such other service as may be nominated by the British
Bankers’ Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits).

       

      (d)           All
percentages resulting from any calculation of the interest rate on the 2011
Notes will be rounded to the nearest one hundred-thousandth of a percentage
point with five one millionths of a percentage point rounded upwards (e.g.,
9.876545 % (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation on the 2011 Notes will
be rounded to the nearest cent (with one-half cent being rounded
upward).  Each calculation of the interest rate on the 2011 Notes by
the Calculation Agent will (in the absence of manifest error) be final and
binding on the Holders of the 2011 Notes and the Company.

       

      Section
206. Authorized
Denominations.    The 2011
Notes shall be issuable in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.

       

      Section 207. No Optional
Redemption.   
The Company may not redeem the 2011 Notes at its option prior to Stated
Maturity.

       

      Section 208. Appointment of
Agents.   
The Trustee will initially be the Security Registrar and Paying Agent for the
2011 Notes and will act as such only at its corporate trust offices in the
Borough of Manhattan, City of New York.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      ARTICLE THREE

       

      GENERAL TERMS AND CONDITIONS OF THE 2012
NOTES

       

      Section 301. Designation and Principal
Amount.   
There is hereby authorized and established a series of Securities under the
Indenture, designated as the “4.450% Notes due 2012”, which is not limited in
aggregate principal amount.  The aggregate principal amount of the
2012 Notes to be issued on the date hereof is set forth in Article Nine
herein.

       

      Section 302. Maturity.   
The Stated Maturity of principal of the 2012 Notes is March 15,
2012.

       

      Section 303. Further
Issues.   
The Company may from time to time, without the consent of the Holders of the
2012 Notes, issue additional 2012 Notes.  Any such additional 2012
Notes will have the same ranking, interest rate, maturity date and other terms
as the 2012 Notes herein provided for.  Any such additional 2012
Notes, together with the 2012 Notes herein provided for, will constitute a
single series of Securities under the Indenture.  No additional 2012
Notes may be issued if an Event of Default has occurred and is continuing with
respect to the 2012 Notes.  The Company will not issue any additional
2012 Notes intended to form a single series with the 2012 Notes herein provided
for unless such additional 2012 Notes will be fungible with the 2012 Notes
herein provided for, for U.S. federal income tax purposes.

       

      Section 304. Global
Notes.   
Upon their original issuance, the 2012 Notes will be represented by one or more
Global Securities registered in the name of Cede & Co., the nominee of
DTC.  The Company will deposit the Global Securities with DTC or its
custodian and register the Global Securities in the name of Cede &
Co.

       

      Section 305. Interest.   
The 2012 Notes will bear interest (computed on the basis of a 360-day year
consisting of twelve 30-day months) from March 24, 2009 at the rate of 4.450%
per annum, payable semiannually; interest payable on each Interest Payment Date
(as defined in the Indenture) will include interest accrued from March 24, 2009,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for; the Interest Payment Dates on which such interest shall be
payable are September 15 and March 15, commencing on September 15, 2009; and the
Regular Record Date for the interest payable on any Interest Payment Date is the
close of business on the fifteenth calendar day (whether or not a Business Day),
as the case may be, next preceding the relevant Interest Payment
Date.  If any Interest Payment Date falls on a day that is not a
Business Day, the required payment on that day will be due on the next
succeeding Business Day as if made on the date the payment was due, and no
interest will accrue on that payment for the period from and after that Interest
Payment Date to the date of payment on the next succeeding Business
Day.

       

      Section 306. Authorized
Denominations.   
The 2012 Notes shall be issuable in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

       

      Section 307. Redemption.   
The 2012 Notes are subject to redemption at the option of the Company as
described in Article Seven hereof.

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      Section 308. Appointment of
Agents.   
The Trustee will initially be the Security Registrar and Paying Agent for the
2012 Notes and will act as such only at its corporate trust offices in the
Borough of Manhattan, City of New York.

       

      ARTICLE
FOUR


       

      GENERAL TERMS AND CONDITIONS OF THE 2015
NOTES

       

      Section 401. Designation and Principal
Amount.   
There is hereby authorized and established a series of Securities under the
Indenture, designated as the “5.350% Notes due 2015”, which is not limited in
aggregate principal amount.  The aggregate principal amount of the
2015 Notes to be issued on the date hereof is set forth in Article Nine
herein.

       

      Section 402. Maturity.   
The Stated Maturity of principal of the 2015 Notes is March 15,
2015.

       

      Section 403. Further
Issues.   
The Company may from time to time, without the consent of the Holders of the
2015 Notes, issue additional 2015 Notes.  Any such additional 2015
Notes will have the same ranking, interest rate, maturity date and other terms
as the 2015 Notes herein provided for.  Any such additional 2015
Notes, together with the 2015 Notes herein provided for, will constitute a
single series of Securities under the Indenture.  No additional 2015
Notes may be issued if an Event of Default has occurred and is continuing with
respect to the 2015 Notes.  The Company will not issue any additional
2015 Notes intended to form a single series with the 2015 Notes herein provided
for unless such additional 2015 Notes will be fungible with the 2015 Notes
herein provided for, for U.S. federal income tax purposes.

       

      Section 404. Global
Notes.   
Upon their original issuance, the 2015 Notes will be represented by one or more
Global Securities registered in the name of Cede & Co., the nominee of
DTC.  The Company will deposit the Global Securities with DTC or its
custodian and register the Global Securities in the name of Cede &
Co.

       

      Section 405. Interest.   
The 2015 Notes will bear interest (computed on the basis of a 360-day year
consisting of twelve 30-day months) from March 24, 2009 at the rate of 5.350%
per annum, payable semiannually; interest payable on each Interest Payment Date
(as defined in the Indenture) will include interest accrued from March 24, 2009,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for; the Interest Payment Dates on which such interest shall be
payable are September 15 and March 15, commencing on September 15, 2009; and the
Regular Record Date for the interest payable on any Interest Payment Date is the
close of business on the fifteenth calendar day (whether or not a Business Day),
as the case may be, next preceding the relevant Interest Payment
Date.  If any Interest Payment Date falls on a day that is not a
Business Day, the required payment on that day will be due on the next
succeeding Business Day as if made on the date the payment was due, and no
interest will accrue on that payment for the period from and after that Interest
Payment Date to the date of payment on the next succeeding Business
Day.

       

      Section 406. Authorized
Denominations.   
The 2015 Notes shall be issuable in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      Section 407. Redemption.   
The 2015 Notes are subject to redemption at the option of the Company as
described in Article Seven hereof.

       

      Section 408. Appointment of
Agents.   
The Trustee will initially be the Security Registrar and Paying Agent for the
2015 Notes and will act as such only at its corporate trust offices in the
Borough of Manhattan, City of New York.

       

      ARTICLE
FIVE


       

      GENERAL TERMS AND CONDITIONS OF THE 2019
NOTES

       

      Section 501. Designation and Principal
Amount.   
There is hereby authorized and established a series of Securities under the
Indenture, designated as the “6.200% Notes due 2019”, which is not limited in
aggregate principal amount. The aggregate principal amount of the 2019 Notes to
be issued on the date hereof is set forth in Article Nine herein.

       

      Section 502. Maturity.   
The Stated Maturity of principal of the 2019 Notes is March 15,
2019.

       

      Section 503. Further
Issues.   
The Company may from time to time, without the consent of the Holders of the
2019 Notes, issue additional 2019 Notes. Any such additional 2019 Notes will
have the same ranking, interest rate, maturity date and other terms as the 2019
Notes herein provided for. Any such additional 2019 Notes, together with the
2019 Notes herein provided for, will constitute a single series of Securities
under the Indenture.  No additional 2019 Notes may be issued if an
Event of Default has occurred and is continuing with respect to the 2019
Notes.  The Company will not issue any additional 2019 Notes intended
to form a single series with the 2019 Notes herein provided for unless such
additional 2019 Notes will be fungible with the 2019 Notes herein provided for,
for U.S. federal income tax purposes.

       

      Section 504. Global
Notes.   
Upon their original issuance, the 2019 Notes will be represented by one or more
Global Securities registered in the name of Cede & Co., the nominee of DTC.
The Company will deposit the Global Securities with DTC or its custodian and
register the Global Securities in the name of Cede & Co.

       

      Section 505. Interest.   
The 2019 Notes will bear interest (computed on the basis of a 360-day year
consisting of twelve 30-day months) from March 24, 2009 at the rate of 6.200%
per annum, payable semiannually; interest payable on each Interest Payment Date
(as defined in the Indenture) will include interest accrued from March 24, 2009,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for; the Interest Payment Dates on which such interest shall be
payable are September 15 and March 15, commencing on September 15, 2009; and the
Regular Record Date for the interest payable on any Interest Payment Date is the
close of business on the fifteenth calendar day (whether or not a Business Day),
as the case may be, next preceding the relevant Interest Payment Date. If any
Interest Payment Date falls on a day that is not a Business Day, the required
payment on that day will be due on the next succeeding Business Day as if made
on the date the payment was due, and no interest will accrue on that payment for
the period from and after that Interest Payment Date to the date of payment on
the next succeeding Business Day.

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      Section 506. Authorized
Denominations.   
The 2019 Notes shall be issuable in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

       

      Section 507. Redemption.   
The 2019 Notes are subject to redemption at the option of the Company as
described in Article Seven hereof.

       

      Section 508. Appointment of
Agents.   
The Trustee will initially be the Security Registrar and Paying Agent for the
2019 Notes and will act as such only at its corporate trust offices in the
Borough of Manhattan, City of New York.

       

      ARTICLE SIX

       

      GENERAL TERMS AND CONDITIONS OF THE 2039
NOTES

       

      Section 601. Designation and Principal
Amount.   
There is hereby authorized and established a series of Securities under the
Indenture, designated as the “7.200% Notes due 2039”, which is not limited in
aggregate principal amount. The aggregate principal amount of the 2039 Notes to
be issued on the date hereof is set forth in Article Nine herein.

       

      Section 602. Maturity.   
The Stated Maturity of principal of the 2039 Notes is March 15,
2039.

       

      Section 603. Further
Issues.   
The Company may from time to time, without the consent of the Holders of the
2039 Notes, issue additional 2039 Notes. Any such additional 2039 Notes will
have the same ranking, interest rate, maturity date and other terms as the 2039
Notes herein provided for. Any such additional 2039 Notes, together with the
2039 Notes herein provided for, will constitute a single series of Securities
under the Indenture.  No additional 2039 Notes may be issued if an
Event of Default has occurred and is continuing with respect to the 2039
Notes.  The Company will not issue any additional 2039 Notes intended
to form a single series with the 2039 Notes herein provided for unless such
additional 2039 Notes will be fungible with the 2039 Notes herein provided for,
for U.S. federal income tax purposes.

       

      Section 604. Global
Notes.   
Upon their original issuance, the 2039 Notes will be represented by one or more
Global Securities registered in the name of Cede & Co., the nominee of DTC.
The Company will deposit the Global Securities with DTC or its custodian and
register the Global Securities in the name of Cede & Co.

       

      Section 605. Interest.   
The 2039 Notes will bear interest (computed on the basis of a 360-day year
consisting of twelve 30-day months) from March 24, 2009 at the rate of 7.200%
per annum, payable semiannually; interest payable on each Interest Payment Date
(as defined in the Indenture) will include interest accrued from March 24, 2009,
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for; the Interest Payment Dates on which such interest shall be
payable are September 15 and March 15, commencing on September 15, 2009; and the
Regular Record Date for the interest payable on any Interest Payment Date is the
close of business on the fifteenth calendar day (whether or not a Business Day),
as the case may be, next preceding the relevant Interest Payment Date. If any
Interest Payment Date falls on a day that is not a Business Day, the required
payment on that day will be due on the next succeeding Business Day as if made
on the date the payment was due, and no interest will accrue on that payment for
the period from and after that Interest Payment Date to the date of payment on
the next succeeding Business Day.

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      Section 606. Authorized
Denominations.   
The 2039 Notes shall be issuable in denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

       

      Section 607. Redemption.   
The 2039 Notes are subject to redemption at the option of the Company as
described in Article Seven hereof.

       

      Section 608. Appointment of
Agents.   
The Trustee will initially be the Security Registrar and Paying Agent for the
2039 Notes and will act as such only at its corporate trust offices in the
Borough of Manhattan, City of New York.

       

      ARTICLE SEVEN

       

      OPTIONAL REDEMPTION OF CERTAIN NOTES; NO SINKING
FUND

       

      Section 701. Optional Redemption by
Company.    (a)  The
2011 Notes are not subject to optional redemption.

       

      (b) At the
Company’s option, the 2012 Notes may be redeemed, in whole or in part, at any
time and from time to time (each a “2012 Redemption Date”) at a redemption price
to be calculated on the basis of a 360-day year consisting of twelve 30-day
months (the “2012 Redemption Price”) equal to the greater of the following
amounts:

       

      (i) 100% of
the principal amount of the 2012 Notes being redeemed, and

       

      (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest on the 2012 Notes to be redeemed on the applicable 2012 Redemption Date
(not including the amount, if any, of accrued and unpaid interest to, but
excluding, such 2012 Redemption Date) discounted to such 2012 Redemption Date on
a semiannual basis at the Treasury Rate as determined by the Reference Treasury
Dealer, plus 50 basis points; plus, in each of the cases (i) and
(ii) above, accrued and unpaid interest on the 2012 Notes to be redeemed
to, but excluding, such 2012 Redemption Date.

       

      (c) At the
Company’s option, the 2015 Notes may be redeemed, in whole or in part, at any
time and from time to time (each a “2015 Redemption Date”) at a redemption price
to be calculated on the basis of a 360-day year consisting of twelve 30-day
months (the “2015 Redemption Price”) equal to the greater of the following
amounts:

       

      (i) 100% of
the principal amount of the 2015 Notes being redeemed, and

       

      (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest on the 2015 Notes to be redeemed on the applicable 2015 Redemption Date
(not including the amount, if any, of accrued and unpaid interest to, but
excluding, such 2015 Redemption Date) discounted to such 2015 Redemption Date on
a semiannual basis at the Treasury Rate, as determined by the Reference Treasury
Dealer, plus 50 basis points; plus, in each of the cases (i) and
(ii) above, accrued and unpaid interest on the 2015 Notes to be redeemed
to, but excluding, such 2015 Redemption Date.

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      (d) At the
Company’s option, the 2019 Notes may be redeemed, in whole or in part, at any
time and from time to time (each a “2019 Redemption Date”) at a redemption price
to be calculated on the basis of a 360-day year consisting of twelve 30-day
months (the “2019 Redemption Price”) equal to the greater of the following
amounts:

       

      (i) 100% of
the principal amount of the 2019 Notes being redeemed, and

       

      (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest on the 2019 Notes to be redeemed on the applicable 2019 Redemption Date
(not including the amount, if any, of accrued and unpaid interest to, but
excluding, such 2019 Redemption Date) discounted to such 2019 Redemption Date on
a semiannual basis at the Treasury Rate, as determined by the Reference Treasury
Dealer, plus 50 basis points; plus, in each of the cases (i) and (ii) above,
accrued and unpaid interest on the 2019 Notes to be redeemed to, but excluding,
such 2019 Redemption Date.

       

      (e) At the
Company’s option, the 2039 Notes may be redeemed, in whole or in part, at any
time and from time to time (each a “2039 Redemption Date” and, together with the
2012 Redemption Date, the 2015 Redemption Date and the 2019 Redemption Date, the
“Redemption Date”) at a redemption price to be calculated on the basis of a
360-day year consisting of twelve 30-day months (the “2039 Redemption Price”
and, together with the 2012 Redemption Price, the 2015 Redemption Price and the
2019 Redemption Price, the “Redemption Price”) equal to the greater of the
following amounts:

       

      (i) 100% of
the principal amount of the 2039 Notes being redeemed, and

       

      (ii) the sum
of the present values of the remaining scheduled payments of principal and
interest on the 2039 Notes to be redeemed on the applicable 2039 Redemption Date
(not including  the amount, if any, of accrued and unpaid interest to,
but excluding, such 2039 Redemption Date) discounted to such 2039 Redemption
Date on a semiannual basis at the Treasury Rate, as determined by the Reference
Treasury Dealer, plus 50 basis points; plus, in each of the cases (i) and (ii)
above, accrued and unpaid interest on the 2039 Notes to be redeemed to, but
excluding, such 2039 Redemption Date.

       

      (f) Notice of
any redemption of the Notes of any series shall be given in the manner and
otherwise in accordance with the provisions of Section 1104 of the Indenture;
provided, however, that any such notice in lieu of stating the applicable
Redemption Price, shall state the manner in which such Redemption Price shall be
calculated.  If the Company has given notice of redemption as provided
in the Indenture and funds for the redemption of the Notes called for redemption
have been made available on the Redemption Date referred to in that notice, such
Notes will cease to bear interest on such Redemption Date (unless the Company
defaults in the payment of the applicable Redemption Price and accrued and
unpaid interest).  Any interest accrued to such Redemption Date will
be paid as specified in such notice.

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

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

       

      “Treasury
Rate” means the rate per annum equal to the semi-annual equivalent yield to
maturity of the applicable Comparable Treasury Issue, assuming a price for such
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for the applicable Redemption
Date.

       

      “Comparable
Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term
of the applicable Notes to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.

       

      “Comparable
Treasury Price” means (A) the average of the Reference Treasury Dealer
Quotations for the applicable Redemption Date and the applicable Notes to be
redeemed, after excluding the highest and lowest of such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains only two such Reference
Treasury Dealer Quotations, the average of both such Quotations, or (C) if
only one Reference Treasury Dealer Quotation is received, such
Quotation.

       

      “Reference
Treasury Dealer” means (a) any of Banc of America Securities LLC, Barclays
Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., or their respective affiliates that are primary U.S.
Government Securities dealers in the United States (a “Primary Treasury Dealer”)
and their respective successors; provided, however, that if any
of the foregoing shall cease to be a Primary Treasury Dealer the Company will
substitute another Primary Treasury Dealer; and (b) any other Primary
Treasury Dealer(s) selected by the Company.

       

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

       

      (h) In
connection with any such redemption each Reference Treasury Dealer shall deliver
the Comparable Treasury Price to the Company and the Trustee in writing two
Business Days prior to the Redemption Date.  At or prior to the time
of giving of any notice of redemption to the Holders of any Notes to be
redeemed, the Company shall deliver an Officers’ Certificate to the Trustee
setting forth the calculation of the Redemption Price or the manner in which the
Redemption Price shall be calculated, as relevant, applicable to such
redemption.  The Trustee shall be under no duty to inquire into, may
conclusively presume the correctness of, and shall be fully protected in relying
upon the Redemption Price, as applicable, as so calculated or the manner in
which the Redemption Price shall be calculated, as relevant, and set forth in
such Officers’ Certificate.

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      Section 702. No Sinking
Fund.   
None of the 2011 Notes, the 2012 Notes, the 2015 Notes, the 2019 Notes or the
2039 Notes are entitled to the benefit of any sinking fund.

       

      ARTICLE EIGHT

       

      FORMS OF NOTES

       

      Section 801. Form of 2011
Note.   
The 2011 Notes and the Trustee’s Certificate of Authentication to be endorsed
thereon are to be substantially in the forms set forth in Exhibit A
hereto.

       

      Section 802. Form of 2012
Note.   
The 2012 Notes and the Trustee’s Certificate of Authentication to be endorsed
thereon are to be substantially in the forms set forth in Exhibit B
hereto.

       

      Section 803. Form of 2015
Note.   
The 2015 Notes and the Trustee’s Certificate of Authentication to be endorsed
thereon are to be substantially in the forms set forth in Exhibit C
hereto.

       

      Section 804. Form of 2019
Note.   
The 2019 Notes and the Trustee’s Certificate of Authentication to be endorsed
thereon are to be substantially in the forms set forth in Exhibit D
hereto.

       

      Section 805. Form of 2039
Note.   
The 2039 Notes and the Trustee’s Certificate of Authentication to be endorsed
thereon are to be substantially in the forms set forth in Exhibit E
hereto.

       

      ARTICLE
NINE


       

      ORIGINAL ISSUE AMOUNT OF NOTES

       

      Section 901. Original Issue Amount of the
2011 Notes.   
2011 Notes in the aggregate principal amount of $1,250,000,000 may, upon
execution of this First Supplemental Indenture, be executed by the Company and
delivered to the Trustee for authentication, and the Trustee shall, upon receipt
of a Company Order, authenticate and deliver said 2011 Notes as in said Company
Order provided.

       

      Section 902. Original Issue Amount of the
2012 Notes.   
2012 Notes in the aggregate principal amount of $3,500,000,000  may,
upon execution of this First Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall, upon
receipt of a Company Order, authenticate and deliver said 2012 Notes as in said
Company Order provided.

       

      Section 903. Original Issue Amount of the
2015 Notes.   
2015 Notes in the aggregate principal amount of $3,000,000,000  may,
upon execution of this First Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication, and the Trustee shall, upon
receipt of a Company Order, authenticate and deliver said 2015 Notes as in said
Company Order provided.

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      Section 904. Original Issue Amount of the
2019 Notes.   
2019 Notes in the aggregate principal amount of $3,250,000,000  may,
upon execution of this First Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication and the Trustee shall, upon
receipt of a Company Order, authenticate and deliver said 2019 Notes as in said
Company Order provided.

       

      Section 905. Original Issue Amount of the
2039 Notes.   
2039 Notes in the aggregate principal amount of $2,500,000,000  may,
upon execution of this First Supplemental Indenture, be executed by the Company
and delivered to the Trustee for authentication and the Trustee shall, upon
receipt of a Company Order, authenticate and deliver said 2039 Notes as in said
Company Order provided.

       

      ARTICLE TEN

       

      PARTICULAR COVENANTS OF THE COMPANY

       

      In
addition to the covenants set forth in Article X of the 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 Indenture.

       

      Section 1001. 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 ratably with (or prior to) all other Debt
secured by such Lien; provided that such Lien will be automatically released and
discharged upon the release and discharge of the applicable Initial
Lien.

       

      Section 1002. 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 1001 herein, 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 ratably 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.

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      Section 1003. Subsidiary
Guarantees.    (a) If,
following the date of this First Supplemental Indenture, 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% 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 30 days of such Subsidiary guaranteeing such Debt
in such amount to (A) execute and deliver to the Trustee a supplemental
indenture in 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 (i) such supplemental
indenture and guarantee of the Notes has been duly executed and authorized and
(ii) 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 giving rise to the obligation to guarantee the
Notes.

       

      (b) Notwithstanding
anything in this First Supplemental Indenture to the contrary, any guarantee of
the Notes provided by a Subsidiary of the Company pursuant to this
Section 1003 shall provide by its terms that such guarantee shall be
automatically and unconditionally released and discharged and the holders of the
Notes will be deemed to have consented to such release without any action on the
part of the Trustee or any Holder of the Notes in the following
circumstances:

       

      (i) in the
case of any guarantee that resulted from this Section 1003, 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 (1) no longer a Significant
Subsidiary of the Company or (2) 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 (1) no longer a Significant Subsidiary of the Company
or (2) 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 

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       

      provided
that, if requested by the Company, the Trustee will execute and deliver any
documents, instructions or instruments evidencing such release.

       

      Section 1004. Defined
Terms.   
The following defined terms used in this Article Ten 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 (1) 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 12 months after the date as of
which the amount is being determined) and (2) 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
excludes sales offices, research facilities and facilities used only for
warehousing, distribution or general administration.

       

       “Permitted
Liens” means:

       

      (a) Liens
existing on the date of this First Supplemental Indenture or Liens existing on
Manufacturing 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;

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

      (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 clauses (a)
through (d); and

       

      (f) Liens on
any Restricted Property not described in clauses (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 clauses (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 1002 hereof, do not exceed 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 2% of 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 clause (a).

       

      “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 (1)
leases between the Company and a Subsidiary of the Company or between
Subsidiaries and (2) temporary leases for a term, including renewals at the
option of the lessee, of not more than three 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
SEC.

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

      “Subsidiary”
means, 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 1001
and 1002 herein (including the effective interest rate of any original issue
discount 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
ELEVEN


       

      MISCELLANEOUS

       

      Section 1101. Ratification of
Indenture.   
The Indenture, as supplemented by this First Supplemental Indenture, is in all
respects ratified and confirmed, and this First Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein
provided.

       

      Section 1102. 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 First Supplemental Indenture.

       

      Section 1103. Governing
Law.   
This First Supplemental Indenture and each Note shall be governed by and
construed in accordance with the laws of the State of New York.

       

      Section 1104. Separability.   
In case any one or more of the provisions contained in this First Supplemental
Indenture or in the 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 First Supplemental Indenture or of
the Notes, but this First Supplemental Indenture and the Notes shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.

       

      Section 1105. Counterparts.   
This First 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.

      


      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

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

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    	 
      	
                                                                            PFIZER
      INC.

                                                                          
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                                                                            By: 

                                                                          	 	 
	 
      	
                                                                             

                                                                          	
                                                                            Name:

                                                                          	
                                                                            Richard
      A. Passov

                                                                          
	 
      	 
      	
                                                                            Title:

                                                                          	
                                                                            Senior
      Vice President – Treasurer

                                                                          
	 	 	 	 
	 	 	 	 
	 
      	
                                                                            THE
      BANK OF NEW YORK MELLON, as

                                                                          
	 
      	 
      	
                                                                            Trustee

                                                                          	 
      
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                                                                            By: 

                                                                          	 	 
	 
      	
                                                                             

                                                                          	
                                                                            Name:

                                                                          	
                                                                            Laurence
      J. O'Brien

                                                                          
	 
      	 
      	
                                                                            Title:

                                                                          	
                                                                            Vice
      President

                                                                          


                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

    

     

    
      EXHIBIT A

       

      FORM OF
FLOATING RATE NOTE

       

      THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      FLOATING
RATE NOTES DUE 2011

       

      CUSIP No.
717081 DC4

       

      No.
1

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2011, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, in quarterly arrears on March 15,
June 15, September 15 and December 15, commencing June 15, 2009 at the rate per
annum provided below, until the principal hereof is paid or made available for
payment.

       

      The
Floating Rate Notes Due 2011 will bear interest at a per annum rate equal to
LIBOR, as determined by the Calculation Agent, plus 1.95%.  The
Calculation Agent will set the initial interest rate on March 24, 2009 and reset
the interest rate on each Interest Payment Date (each such date, an “Interest
Reset Date”).  The second London business day preceding an Interest
Reset Date will be the “Interest Determination Date” for that Interest Reset
Date.  The interest rate in effect on each date that is not an
Interest Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to the immediately preceding Interest Reset
Date.  The interest rate in effect on any day that is an Interest
Reset Date will be the interest rate determined as of the Interest Determination
Date pertaining to the Interest Reset Date.  Interest shall be
computed on the basis of the actual number of days in the relevant interest
period and a 360-day year.

       

      The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the close of business on the fifteenth calendar day (whether or not a Business
Day), as the case may be, next preceding such Interest Payment
Date.  Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

       

      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

       

      The Bank
of New York Mellon, a New York banking corporation shall act as calculation
agent (together with its successors in that capacity, the “Calculation Agent”)
in connection with the Notes. The Calculation Agent shall serve as the
calculation agent hereunder unless and until a successor calculation agent is
appointed by the Company.

       

      “LIBOR”
will be determined by the Calculation Agent in accordance with the following
provisions:

       

      (i)           With
respect to any Interest Determination Date, LIBOR will be the rate for deposits
in United States dollars having a maturity of three months commencing on the
first day of the applicable interest period that appears on Reuters Page LIBOR01
as of 11:00 a.m., London time, on that Interest Determination Date. If, on an
Interest Determination Date, such rate does not appear on Reuters Page LIBOR01
as of 11:00 a.m., London time, or if Reuters Page LIBOR01 is not available on
such date, the Calculation Agent will obtain such rate from Bloomberg L.P.’s
page “BBAM.” If no rate appears on Reuters Page LIBOR01 or Bloomberg L.P. page
BBAM as of approximately 11:00 a.m., London time, on such Interest Determination
Date, LIBOR for that Interest Determination Date will be determined in
accordance with the provisions described in (ii) below.

       

      (ii)           With
respect to an Interest Determination Date on which no rate appears on Reuters
Page LIBOR01 or Bloomberg L.P. page BBAM, as specified in (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent (after consultation with us), to provide the Calculation Agent
with its offered quotation for deposits in United States dollars for the period
of three months, commencing on the first day of the applicable interest period,
to prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on that Interest Determination Date and in a principal amount that
is representative for a single transaction in United States dollars in that
market at that time. If at least two quotations are provided, then LIBOR on that
Interest Determination Date will be the arithmetic mean of those quotations. If
fewer than two quotations are provided, then LIBOR on the Interest Determination
Date will be the arithmetic mean of the rates quoted at approximately 11:00
a.m., in The City of New York, on the Interest Determination Date by three major
banks in The City of New York selected by the Calculation Agent (after
consultation with the Company) for loans in United States dollars to leading
European banks, having a three-month maturity and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time. If, however, the banks selected by the Calculation Agent are not
providing quotations in the manner described by the previous sentence, LIBOR
determined as of that Interest Determination Date will be LIBOR in effect on
that Interest Determination Date.

       

      “Reuters
Page LIBOR01” means the display designated on page LIBOR01 by Reuters Group plc
(or such other page as may replace the LIBOR01 page on that service (or any
successor service) or such other service as may be nominated by the British
Bankers’ Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits).

       

      All
percentages resulting from any calculation of the interest rate on the
Securities will be rounded to the nearest one hundred-thousandth of a percentage
point with five one millionths of a percentage point rounded upwards (e.g.,
9.876545 % (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation on the Securities will
be rounded to the nearest cent (with one-half cent being rounded
upward).  Each calculation of the interest rate on the Securities by
the Calculation Agent will (in the absence of manifest error) be final and
binding on the Holders of the Securities and the Company.

       

      Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

       

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

       

    

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    
      THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      FLOATING
RATE NOTES DUE 2011

       

      CUSIP No.
717081 DC4

       

      No.
2

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2011, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, in quarterly arrears on March 15,
June 15, September 15 and December 15, commencing June 15, 2009 at the rate per
annum provided below, until the principal hereof is paid or made available for
payment.

       

      The
Floating Rate Notes Due 2011 will bear interest at a per annum rate equal to
LIBOR, as determined by the Calculation Agent, plus 1.95%.  The
Calculation Agent will set the initial interest rate on March 24, 2009 and reset
the interest rate on each Interest Payment Date (each such date, an “Interest
Reset Date”).  The second London business day preceding an Interest
Reset Date will be the “Interest Determination Date” for that Interest Reset
Date.  The interest rate in effect on each date that is not an
Interest Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to the immediately preceding Interest Reset
Date.  The interest rate in effect on any day that is an Interest
Reset Date will be the interest rate determined as of the Interest Determination
Date pertaining to the Interest Reset Date.  Interest shall be
computed on the basis of the actual number of days in the relevant interest
period and a 360-day year.

       

      The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the close of business on the fifteenth calendar day (whether or not a Business
Day), as the case may be, next preceding such Interest Payment
Date.  Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

       

      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

       

      The Bank
of New York Mellon, a New York banking corporation shall act as calculation
agent (together with its successors in that capacity, the “Calculation Agent”)
in connection with the Notes. The Calculation Agent shall serve as the
calculation agent hereunder unless and until a successor calculation agent is
appointed by the Company.

       

      “LIBOR”
will be determined by the Calculation Agent in accordance with the following
provisions:

       

      (i)           With
respect to any Interest Determination Date, LIBOR will be the rate for deposits
in United States dollars having a maturity of three months commencing on the
first day of the applicable interest period that appears on Reuters Page LIBOR01
as of 11:00 a.m., London time, on that Interest Determination Date. If, on an
Interest Determination Date, such rate does not appear on Reuters Page LIBOR01
as of 11:00 a.m., London time, or if Reuters Page LIBOR01 is not available on
such date, the Calculation Agent will obtain such rate from Bloomberg L.P.’s
page “BBAM.” If no rate appears on Reuters Page LIBOR01 or Bloomberg L.P. page
BBAM as of approximately 11:00 a.m., London time, on such Interest Determination
Date, LIBOR for that Interest Determination Date will be determined in
accordance with the provisions described in (ii) below.

       

      (ii)           With
respect to an Interest Determination Date on which no rate appears on Reuters
Page LIBOR01 or Bloomberg L.P. page BBAM, as specified in (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent (after consultation with us), to provide the Calculation Agent
with its offered quotation for deposits in United States dollars for the period
of three months, commencing on the first day of the applicable interest period,
to prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on that Interest Determination Date and in a principal amount that
is representative for a single transaction in United States dollars in that
market at that time. If at least two quotations are provided, then LIBOR on that
Interest Determination Date will be the arithmetic mean of those quotations. If
fewer than two quotations are provided, then LIBOR on the Interest Determination
Date will be the arithmetic mean of the rates quoted at approximately 11:00
a.m., in The City of New York, on the Interest Determination Date by three major
banks in The City of New York selected by the Calculation Agent (after
consultation with the Company) for loans in United States dollars to leading
European banks, having a three-month maturity and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time. If, however, the banks selected by the Calculation Agent are not
providing quotations in the manner described by the previous sentence, LIBOR
determined as of that Interest Determination Date will be LIBOR in effect on
that Interest Determination Date.

       

      “Reuters
Page LIBOR01” means the display designated on page LIBOR01 by Reuters Group plc
(or such other page as may replace the LIBOR01 page on that service (or any
successor service) or such other service as may be nominated by the British
Bankers’ Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits).

       

      All
percentages resulting from any calculation of the interest rate on the
Securities will be rounded to the nearest one hundred-thousandth of a percentage
point with five one millionths of a percentage point rounded upwards (e.g.,
9.876545 % (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation on the Securities will
be rounded to the nearest cent (with one-half cent being rounded
upward).  Each calculation of the interest rate on the Securities by
the Calculation Agent will (in the absence of manifest error) be final and
binding on the Holders of the Securities and the Company.

       

      Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      FLOATING
RATE NOTES DUE 2011

       

      CUSIP No.
717081 DC4

       

      No.
3

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of TWO HUNDRED AND
FIFTY MILLION DOLLARS ($250,000,000) on March 15, 2011, and to pay interest
thereon from March 24, 2009 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, in quarterly arrears on March
15, June 15, September 15 and December 15, commencing June 15, 2009 at the rate
per annum provided below, until the principal hereof is paid or made available
for payment.

       

      The
Floating Rate Notes Due 2011 will bear interest at a per annum rate equal to
LIBOR, as determined by the Calculation Agent, plus 1.95%.  The
Calculation Agent will set the initial interest rate on March 24, 2009 and reset
the interest rate on each Interest Payment Date (each such date, an “Interest
Reset Date”).  The second London business day preceding an Interest
Reset Date will be the “Interest Determination Date” for that Interest Reset
Date.  The interest rate in effect on each date that is not an
Interest Reset Date will be the interest rate determined as of the Interest
Determination Date pertaining to the immediately preceding Interest Reset
Date.  The interest rate in effect on any day that is an Interest
Reset Date will be the interest rate determined as of the Interest Determination
Date pertaining to the Interest Reset Date.  Interest shall be
computed on the basis of the actual number of days in the relevant interest
period and a 360-day year.

       

      The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the close of business on the fifteenth calendar day (whether or not a Business
Day), as the case may be, next preceding such Interest Payment
Date.  Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

       

      The Bank
of New York Mellon, a New York banking corporation shall act as calculation
agent (together with its successors in that capacity, the “Calculation Agent”)
in connection with the Notes. The Calculation Agent shall serve as the
calculation agent hereunder unless and until a successor calculation agent is
appointed by the Company.

       

      “LIBOR”
will be determined by the Calculation Agent in accordance with the following
provisions:

       

      (i)           With
respect to any Interest Determination Date, LIBOR will be the rate for deposits
in United States dollars having a maturity of three months commencing on the
first day of the applicable interest period that appears on Reuters Page LIBOR01
as of 11:00 a.m., London time, on that Interest Determination Date. If, on an
Interest Determination Date, such rate does not appear on Reuters Page LIBOR01
as of 11:00 a.m., London time, or if Reuters Page LIBOR01 is not available on
such date, the Calculation Agent will obtain such rate from Bloomberg L.P.’s
page “BBAM.” If no rate appears on Reuters Page LIBOR01 or Bloomberg L.P. page
BBAM as of approximately 11:00 a.m., London time, on such Interest Determination
Date, LIBOR for that Interest Determination Date will be determined in
accordance with the provisions described in (ii) below.

       

      (ii)           With
respect to an Interest Determination Date on which no rate appears on Reuters
Page LIBOR01 or Bloomberg L.P. page BBAM, as specified in (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market, as selected by the
Calculation Agent (after consultation with us), to provide the Calculation Agent
with its offered quotation for deposits in United States dollars for the period
of three months, commencing on the first day of the applicable interest period,
to prime banks in the London interbank market at approximately 11:00 a.m.,
London time, on that Interest Determination Date and in a principal amount that
is representative for a single transaction in United States dollars in that
market at that time. If at least two quotations are provided, then LIBOR on that
Interest Determination Date will be the arithmetic mean of those quotations. If
fewer than two quotations are provided, then LIBOR on the Interest Determination
Date will be the arithmetic mean of the rates quoted at approximately 11:00
a.m., in The City of New York, on the Interest Determination Date by three major
banks in The City of New York selected by the Calculation Agent (after
consultation with the Company) for loans in United States dollars to leading
European banks, having a three-month maturity and in a principal amount that is
representative for a single transaction in United States dollars in that market
at that time. If, however, the banks selected by the Calculation Agent are not
providing quotations in the manner described by the previous sentence, LIBOR
determined as of that Interest Determination Date will be LIBOR in effect on
that Interest Determination Date.

       

      “Reuters
Page LIBOR01” means the display designated on page LIBOR01 by Reuters Group plc
(or such other page as may replace the LIBOR01 page on that service (or any
successor service) or such other service as may be nominated by the British
Bankers’ Association for the purpose of displaying London interbank offered
rates for U.S. dollar deposits).

       

      All
percentages resulting from any calculation of the interest rate on the
Securities will be rounded to the nearest one hundred-thousandth of a percentage
point with five one millionths of a percentage point rounded upwards (e.g.,
9.876545 % (or .09876545) would be rounded to 9.87655% (or .0987655)), and all
dollar amounts used in or resulting from such calculation on the Securities will
be rounded to the nearest cent (with one-half cent being rounded
upward).  Each calculation of the interest rate on the Securities by
the Calculation Agent will (in the absence of manifest error) be final and
binding on the Holders of the Securities and the Company.

       

      Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

    

     

    
      


       

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

       

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

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 
      	 
      	 
      	
                                        PFIZER
      INC.

                                      
	 	 	 	 	 	 	 
	
                                        Dated: 

                                      	March
      24, 2009	 
      	 
      	 
      	 
      
	 	 	 	 	
                                        By: 

                                      	 	 
	 
      	 
      	 
      	 
      	
                                         

                                      	
                                        Name:

                                      	
                                        Richard
      A. Passov

                                      
	 
      	 
      	 
      	 
      	 
      	
                                        Title:

                                      	
                                        Senior
      Vice President -
Treasurer

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Attest:

                                  	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                                    Name:

                                  	
                                    Gene
      A. Capello

                                  	 
      	 
      	 
      	 
      
	 
      	
                                    Title:

                                  	
                                    Assistant
      General Counsel

                                    and
      Assistant Secretary

                                  	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 
	
                                    Dated: 

                                  	March
      24, 2009	 
      	 
      	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	 	 	 	 	 
      	
                                                              CERTIFICATE
      OF AUTHENTICATION

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

                                                            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 
      	
                                                              The
      Bank of New York Mellon, as Trustee

                                                            
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	
                                                              By: 

                                                            	 
	 	 	 	 	
                                                               

                                                            	
                                                              Name:

                                                            	
                                                              Laurence
      J. O’Brien

                                                            
	 	 	 	 	 
      	
                                                              Title:

                                                            	
                                                              Vice
      President

                                                            
	 	 	 	 	 
      	 
      	
                                                              Authorized
      Officer

                                                            


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    

     

    
      [Reverse
of Security].

       

      This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities), issued and to be issued in one or more series under an
Indenture, dated as of January 30, 2001 as supplemented by the first
supplemental indenture dated as of March 24, 2009 (herein called the
“Indenture”, which then shall have the meaning assigned to it in such
instrument) between the Company, The Bank of New York Mellon, formerly known as
The Bank of New York, as successor to JPMorgan Chase Bank, formerly known as The
Chase Manhattan Bank, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.  This Security is one of the
series designated on the face hereof  initially limited in aggregate
principal amount to $1,250,000,000.

       

      This
Security is not redeemable prior to Stated Maturity.

       

      The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security and certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

       

      If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a  majority in principal amount of all series at the time
Outstanding affected thereby (voting as one class).  The Indenture
contains provisions permitting the Holders of not less than a majority in
principal amount of the Outstanding Securities of all series with respect to
which any default under the Indenture shall have occurred and be continuing
(voting as one class), on behalf of the Holders of all the Outstanding
Securities of such series, to waive, with certain exceptions, such past default
with respect to such series and its consequences.  The Indenture also
permits the Holders of not less than a majority in principal amount of the
Outstanding Securities of any series, on behalf of the Holders of all
Outstanding Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture.  Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

       

      As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than a majority in principal amount of
the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

       

      No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

       

      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      

       

      As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registerable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

       

      The
Securities of this series are issuable only in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  As provided in the Indenture and subject to certain
limitations therein set forth,  Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested in
writing by the Holder surrendering the same.

       

      No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

       

      Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

       

      All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

       

      No
recourse for the payment of the principal of or any premium or interest on any
Security, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or in any supplemental indenture, or in this Security, or because
of the creation of any indebtedness represented hereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, either directly or through
the Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability was expressly
waived and released as a condition of, and as consideration for, the execution
of the Indenture and is a condition of, and is consideration for, the execution
of this Security.

       

      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              	
                                                                                                                                                      ASSIGNMENT

                                                                                                                                                    
	 	 
	 	 
	 	 
	
                                                                                                                                                      FOR
      VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

                                                                                                                                                    
	 	 
	 	 
	 	 
	 	 	 
	
                                                                                                                                                      (Please
      insert social security or other identifying number of
      assignee)

                                                                                                                                                    
	 	
                                                                                                                                                       

                                                                                                                                                    
	 	 
	 	 
	 	 
	
                                                                                                                                                      (Please
      print or typewrite name and address including postal zip code of
      assignee)

                                                                                                                                                    
	 	 
	 	 
	 	 
	the
      within Security and all rights thereunder, hereby irrevocably constituting
      and appointing
	 	
                                                                                                                                                       

                                                                                                                                                    
	 	 
	 	 
	 	 
	Attorney
      to transfer said Securities on the books of the Company with full power of
      substitution in the premises.
	 	 
	 	 
	
                                                                                                                                                      Date: 

                                                                                                                                                    	
                                                                                                                                                       

                                                                                                                                                    	 
      	 
      
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                                                                                                                                                       

                                                                                                                                                    	 
      	 
      
	 	
                                                                                                                                                       

                                                                                                                                                    	 
      	 
      
	 	 	 	 
	 	 	 	 
	(Signature
      Guarantee) 	 	 


                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        


      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

      

    

     

    
      EXHIBIT
B

       

      FORM OF
2012 NOTE

       

      THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      4.450%
NOTES DUE 2012

       

      CUSIP No.
717081 CZ4

       

      No.
1

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2012, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 4.450%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      

       

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

       

      THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      4.450%
NOTES DUE 2012

       

      CUSIP No.
717081 CZ4

       

      No.
2

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2012, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 4.450%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          B-2

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      4.450%
NOTES DUE 2012

       

      CUSIP No.
717081 CZ4

       

      No.
3

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2012, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 4.450%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          B-3

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      4.450%
NOTES DUE 2012

       

      CUSIP No.
717081 CZ4

       

      No.
4

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2012, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 4.450%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          B-4

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      4.450%
NOTES DUE 2012

       

      CUSIP No.
717081 CZ4

       

      No.
5

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2012, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 4.450%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          B-5

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      4.450%
NOTES DUE 2012

       

      CUSIP No.
717081 CZ4

       

      No.
6

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2012, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 4.450%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      4.450%
NOTES DUE 2012

       

      CUSIP No.
717081 CZ4

       

      No.
7

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2012, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 4.450%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          B-7

          
            

          

        

        
          
          

        

      

    

     

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

       

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

    

     

    
      
        
          
            
              	 
      	 
      	 
      	 
      	
                      PFIZER
      INC.

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Dated:

                    	March
      24, 2009	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                      By:

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                      Name:

                    	
                      Richard
      A. Passov

                    
	 
      	 
      	 
      	 
      	 
      	
                      Title:

                    	
                      Senior
      Vice President -
Treasurer

                    


            

          

        

      

       

      


       

      
        
          
            
              	
                      Attest:

                    	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                      Name:

                    	
                      Gene
      A. Capello

                    	 
      	 
      	 
      	 
      
	 
      	
                      Title:

                    	
                      Assistant
      General Counsel

                      and
      Assistant Secretary

                    	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Dated:

                    	March
      24, 2009	 
      	 
      	 
      	 
      


            

          

        

      

       

      


       

      
        
          
            	 
      	 
      	 
      	 
      	 
      	
                    CERTIFICATE
      OF AUTHENTICATION

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

                  
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                    The
      Bank of New York Mellon, as Trustee

                  
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                    By:

                  	 
      
	 
      	 
      	 
      	 
      	 
      	
                    Name:

                  	
                    Laurence
      J. O’Brien

                  
	 
      	 
      	 
      	 
      	 
      	
                    Title:

                  	
                    Vice
      President

                  
	 
      	 
      	 
      	 
      	 
      	 
      	
                    Authorized
      Officer

                  


          

        

      

       

      
        
          
          

        

        
          B-8

          
            

          

        

        
          
          

        

      

      


      
        [Reverse
of Security].

         

        This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities), issued and to be issued in one or more series under an
Indenture, dated as of January 30, 2001 as supplemented by the first
supplemental indenture dated as of March 24, 2009 (herein called the
“Indenture”, which then shall have the meaning assigned to it in such
instrument) between the Company, The Bank of New York Mellon, formerly known as
The Bank of New York, as successor to JPMorgan Chase Bank, formerly known as The
Chase Manhattan Bank, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.  This Security is one of the
series designated on the face hereof  initially limited in aggregate
principal amount to $3,500,000,000.

         

        At the
Company’s option, the Securities of this series may be redeemed in whole or in
part at any time and from time to time (each, a “Redemption
Date”).  The redemption price (the “Redemption Price”) of the
Securities will be equal to the greater of the following amounts:

         

        (a) 100%
of the principal amount of the Securities being redeemed on the applicable
Redemption Date, and

         

        (b) the
sum of the present value of the remaining scheduled payments of principal and
interest on the Securities being redeemed on such Redemption Date (not including
the amount, if any, of accrued and unpaid interest to, but excluding, such
Redemption Date) discounted to such Redemption Date on a semi-annual basis at
the Treasury Rate (as defined below), as determined by the Reference Treasury
Dealer (as defined below), plus 50 basis
points;

         

        plus, in each case, accrued
and unpaid interest on the Securities being redeemed to, but excluding, such
Redemption Date.

         

        The
Redemption Price will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.  Once notice of redemption is mailed by the
Company, the Securities called for redemption will become due and payable on the
applicable Redemption Date at the applicable Redemption Price.

         

        Notice of
any redemption of the Securities shall be given in the manner and otherwise in
accordance with the provisions of Section 1104 of the Indenture; provided,
however, that any such notice in lieu of stating the applicable Redemption
Price, shall state the manner in which such Redemption Price shall be
calculated.  If the Company has given notice of redemption as provided
in the Indenture and funds for the redemption of the Securities called for
redemption have been made available on the Redemption Date referred to in that
notice, such Securities will cease to bear interest on such Redemption Date
(unless the Company defaults in the payment of the applicable Redemption Price
and accrued and unpaid interest).  Any interest accrued to such
Redemption Date will be paid as specified in such notice.

         

        “Treasury
Rate” means the rate per annum equal to the semi-annual equivalent yield to
maturity of the applicable Comparable Treasury Issue, assuming a price for such
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for the applicable Redemption
Date.

         

        “Comparable
Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term
of the applicable Securities to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

         

        “Comparable
Treasury Price” means (A) the average of the Reference Treasury Dealer
Quotations for the applicable Redemption Date and applicable Securities to be
redeemed, after excluding the highest and lowest of such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains only two such Reference
Treasury Dealer Quotations, the average of both such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such
Quotation.

         

        
          
            
            

          

          
            B-9

            
              

            

          

          
            
            

          

        

         

        “Reference
Treasury Dealer” means (a) any of Banc of America Securities LLC, Barclays
Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., or their respective affiliates that are primary U.S.
Government Securities dealers in the United States (a “Primary Treasury Dealer”)
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a Primary Treasury Dealer the Company will substitute another
Primary Treasury Dealer; and (b) any other Primary Treasury Dealer(s) selected
by the Company.

         

        “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date and Securities to be redeemed, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue for such Securities (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. (New York City time) on the third business day
preceding such Redemption Date.

         

        At or
prior to the time of giving of any notice of redemption to the Holders of any
Securities to be redeemed, the Company shall deliver an Officers’ Certificate to
the Trustee setting forth the calculation of the Redemption Price or the manner
in which the Redemption Price shall be calculated, as relevant, applicable to
such redemption.  The Trustee shall be under no duty to inquire into,
may conclusively presume the correctness of, and shall be fully protected in
relying upon the Redemption Price, as applicable, as so calculated or the manner
in which the Redemption Price shall be calculated, as relevant, and set forth in
such Officers’ Certificate.

         

        The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security and certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

         

        If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

         

        The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a  majority in principal amount of all series at the time
Outstanding affected thereby (voting as one class).  The Indenture
contains provisions permitting the Holders of not less than a majority in
principal amount of the Outstanding Securities of all series, with respect to
which any default under the Indenture shall have occurred and be continuing
(voting as one class), on behalf of the Holders of all the Outstanding
Securities of such series, to waive, with certain exceptions, such past default
with respect to such series and its consequences.  The Indenture also
permits the Holders of not less than a majority in principal amount of the
Outstanding Securities of any series, on behalf of the Holders of all
Outstanding Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture.  Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

         

        As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than a majority in principal amount of
the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

         

        
          
            
            

          

          
            B-10

            
              

            

          

          
            
            

          

        

         

        No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

         

        As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registerable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

         

        The
Securities of this series are issuable only in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  As provided in the Indenture and subject to certain
limitations therein set forth,  Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested in
writing by the Holder surrendering the same.

         

        No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

         

        Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

         

        All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

         

        No
recourse for the payment of the principal of or any premium or interest on any
Security, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or in any supplemental indenture, or in this Security, or because
of the creation of any indebtedness represented hereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, either directly or through
the Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability was expressly
waived and released as a condition of, and as consideration for, the execution
of the Indenture and is a condition of, and is consideration for, the execution
of this Security.

         

        
          
            
            

          

          
            B-11

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  	
                                                                                                                                                          ASSIGNMENT

                                                                                                                                                        
	 	 
	 	 
	 	 
	
                                                                                                                                                          FOR
      VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

                                                                                                                                                        
	 	 
	 	 
	 	 
	 	 	 
	
                                                                                                                                                          (Please
      insert social security or other identifying number of
      assignee)

                                                                                                                                                        
	 	
                                                                                                                                                           

                                                                                                                                                        
	 	 
	 	 
	 	 
	
                                                                                                                                                          (Please
      print or typewrite name and address including postal zip code of
      assignee)

                                                                                                                                                        
	 	 
	 	 
	 	 
	the
      within Security and all rights thereunder, hereby irrevocably constituting
      and appointing
	 	
                                                                                                                                                           

                                                                                                                                                        
	 	 
	 	 
	 	 
	Attorney
      to transfer said Securities on the books of the Company with full power of
      substitution in the premises.
	 	 
	 	 
	
                                                                                                                                                          Date: 

                                                                                                                                                        	
                                                                                                                                                           

                                                                                                                                                        	 
      	 
      
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                                                                                                                                                           

                                                                                                                                                        	 
      	 
      
	 	
                                                                                                                                                           

                                                                                                                                                        	 
      	 
      
	 	 	 	 
	 	 	 	 
	(Signature
      Guarantee) 	 	 


                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

               

            

          

          
            
              
              

            

            
              B-12

              
                

              

            

            
              
              

            

          


          EXHIBIT
C

           

          FORM OF
2015 NOTE

           

          THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

           

          Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

           

          PFIZER
INC.

           

          5.350%
NOTES DUE 2015

           

          CUSIP No.
717081 DA8

           

          No.
1

           

          Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2015, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 5.350%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

           

          Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

           

          All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

           

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

           

          
            
              
              

            

            
              C-1

              
                

              

            

            
              
              

            

          

           

          THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

           

          Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

           

          PFIZER
INC.

           

          5.350%
NOTES DUE 2015

           

          CUSIP No.
717081 DA8

           

          No.
2

           

          Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2015, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 5.350%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

           

          Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

           

          All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

           

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

           

          
            
              
              

            

            
              C-2

              
                

              

            

            
              
              

            

          

           

          THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

           

          Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

           

          PFIZER
INC.

           

          5.350%
NOTES DUE 2015

           

          CUSIP No.
717081 DA8

           

          No.
3

           

          Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2015, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 5.350%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

           

          Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

           

          All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

           

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

           

          
            
              
              

            

            
              C-3

              
                

              

            

            
              
              

            

          

           

          THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

           

          Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

           

          PFIZER
INC.

           

          5.350%
NOTES DUE 2015

           

          CUSIP No.
717081 DA8

           

          No.
4

           

          Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2015, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 5.350%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

           

          Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

           

          All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

           

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

           

          
            
              
              

            

            
              C-4

              
                

              

            

            
              
              

            

          

           

          THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

           

          Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

           

          PFIZER
INC.

           

          5.350%
NOTES DUE 2015

           

          CUSIP No.
717081 DA8

           

          No.
5

           

          Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2015, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 5.350%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

           

          Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

           

          All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

           

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

           

          
            
              
              

            

            
              C-5

              
                

              

            

            
              
              

            

          

           

          THIS
SECURITY IS A GLOBAL  SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN
PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN
PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

           

          Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

           

          PFIZER
INC.

           

          5.350%
NOTES DUE 2015

           

          CUSIP No.
717081 DA8

           

          No.
6

           

          Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2015, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 5.350%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

           

          Payment
of the principal of (and premium, if any) and  interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in the Borough of Manhattan, State of New York, in such coin or currency
of the United States as at the time of payment is legal tender for payment of
public and private debts.

           

          All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

           

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

          


          
            
              
              

            

            
              C-6

              
                

              

            

            
              
              

            

          

        

        
           

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

           

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

           

          
            
              
                
                  	 
      	 
      	 
      	 
      	
                          PFIZER
      INC.

                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                          Dated:

                        	
                          March
      24, 2009

                        	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                          By:

                        	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                          Name:

                        	
                          Richard
      A. Passov

                        
	 
      	 
      	 
      	 
      	 
      	
                          Title:

                        	
                          Senior
      Vice President -
Treasurer

                        


                

              

            

          

           

          


           

          
            
              
                
                  
                    	
                            Attest:

                          	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                            Name:

                          	
                            Gene
      A. Capello

                          	 
      	 
      	 
      	 
      
	 
      	
                            Title:

                          	
                            Assistant
      General Counsel

                            and
      Assistant Secretary

                          	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            Dated:

                          	March
      24, 2009	 
      	 
      	 
      	 
      


                  

                

              

            

          

           

          


           

          
            
              
                
                  	 
      	 
      	 
      	 
      	 
      	
                          CERTIFICATE
      OF AUTHENTICATION

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

                        
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                          The
      Bank of New York Mellon, as Trustee

                        
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                          By:

                        	 
      
	 
      	 
      	 
      	 
      	 
      	
                          Name:

                        	
                          Laurence
      J. O’Brien

                        
	 
      	 
      	 
      	 
      	 
      	
                          Title:

                        	
                          Vice
      President

                        
	 
      	 
      	 
      	 
      	 
      	 
      	
                          Authorized
      Officer

                        


                

              

            

          

           

          
            
              
              

            

            
              C-7

              
                

              

            

            
              
              

            

          

        

         

        
          [Reverse
of Security].

           

          This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities), issued and to be issued in one or more series under an
Indenture, dated as of January 30, 2001 as supplemented by the first
supplemental indenture dated as of March 24, 2009 (herein called the
“Indenture”, which then shall have the meaning assigned to it in such
instrument) between the Company, The Bank of New York Mellon, formerly known as
The Bank of New York, as successor to JPMorgan Chase Bank, formerly known as The
Chase Manhattan Bank, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.  This Security is one of the
series designated on the face hereof  initially limited in aggregate
principal amount to $3,000,000,000.

           

          At the
Company’s option, the Securities of this series may be redeemed in whole or in
part at any time and from time to time (each, a “Redemption
Date”).  The redemption price (the “Redemption Price”) of the
Securities will be equal to the greater of the following amounts:

           

          (a)           100%
of the principal amount of the Securities being redeemed on the applicable
Redemption Date, or

           

          (b)           the
sum of the present value of the remaining scheduled payments of principal and
interest on the Securities being redeemed on such Redemption Date (not including
the amount, if any, of accrued and unpaid interest to, but excluding, such
Redemption Date) discounted to such Redemption Date on a semi-annual basis at
the Treasury Rate (as defined below), as determined by the Reference Treasury
Dealer (as defined below), plus 50 basis points;

           

          plus, in each case, accrued
and unpaid interest on the Securities being redeemed to, but excluding, such
Redemption Date.

           

          The
Redemption Price will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.  Once notice of redemption is mailed by the
Company, the Securities called for redemption will become due and payable on the
applicable Redemption Date at the applicable Redemption Price.

           

          Notice of
any redemption of the Securities shall be given in the manner and otherwise in
accordance with the provisions of Section 1104 of the Indenture; provided,
however, that any such notice in lieu of stating the applicable Redemption
Price, shall state the manner in which such Redemption Price shall be
calculated.  If the Company has given notice of redemption as provided
in the Indenture and funds for the redemption of the Securities called for
redemption have been made available on the Redemption Date referred to in that
notice, such Securities will cease to bear interest on such Redemption Date
(unless the Company defaults in the payment of the applicable Redemption Price
and accrued and unpaid interest).  Any interest accrued to such
Redemption Date will be paid as specified in such notice.

           

          “Treasury
Rate” means the rate per annum equal to the semi-annual equivalent yield to
maturity of the applicable Comparable Treasury Issue, assuming a price for such
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for the applicable Redemption
Date.

           

          “Comparable
Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term
of the applicable Securities to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

           

          “Comparable
Treasury Price” means (A) the average of the Reference Treasury Dealer
Quotations for the applicable Redemption Date and applicable Securities to be
redeemed, after excluding the highest and lowest of such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains only two such Reference
Treasury Dealer Quotations, the average of both such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such
Quotation.

           

          
            
              
              

            

            
              C-8

              
                

              

            

            
              
              

            

          

           

          “Reference
Treasury Dealer” means (a) any of Banc of America Securities LLC, Barclays
Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., or their respective affiliates that are primary U.S.
Government Securities dealers in the United States (a “Primary Treasury Dealer”)
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a Primary Treasury Dealer the Company will substitute another
Primary Treasury Dealer; and (b) any other Primary Treasury Dealer(s) selected
by the Company.

           

          “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date and Securities to be redeemed, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue for such Securities (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. (New York City time) on the third business day
preceding such Redemption Date.

           

          At or
prior to the time of giving of any notice of redemption to the Holders of any
Securities to be redeemed, the Company shall deliver an Officers’ Certificate to
the Trustee setting forth the calculation of the Redemption Price or the manner
in which the Redemption Price shall be calculated, as relevant, applicable to
such redemption.  The Trustee shall be under no duty to inquire into,
may conclusively presume the correctness of, and shall be fully protected in
relying upon the Redemption Price, as applicable, as so calculated or the manner
in which the Redemption Price shall be calculated, as relevant, and set forth in
such Officers’ Certificate.

           

          The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security and certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

           

          If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

           

          The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a  majority in principal amount of all series at the time
Outstanding affected thereby (voting as one class).  The Indenture
contains provisions permitting the Holders of not less than a majority in
principal amount of the Outstanding Securities of all series, with respect to
which any default under the Indenture shall have occurred and be continuing
(voting as one class), on behalf of the Holders of all the Outstanding
Securities of such series, to waive, with certain exceptions, such past default
with respect to such series and its consequences.  The Indenture also
permits the Holders of not less than a majority in principal amount of the
Outstanding Securities of any series, on behalf of the Holders of all
Outstanding Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture.  Any such consent or waiver by
the Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this
Security.

           

          As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than a majority in principal amount of
the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

           

          
            
              
              

            

            
              C-9

              
                

              

            

            
              
              

            

          

           

          No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

           

          As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registerable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

           

          The
Securities of this series are issuable only in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  As provided in the Indenture and subject to certain
limitations therein set forth,  Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested in
writing by the Holder surrendering the same.

           

          No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

           

          Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

           

          All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

           

          No
recourse for the payment of the principal of or any premium or interest on any
Security, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or in any supplemental indenture, or in this Security, or because
of the creation of any indebtedness represented hereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, either directly or through
the Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability was expressly
waived and released as a condition of, and as consideration for, the execution
of the Indenture and is a condition of, and is consideration for, the execution
of this Security.

           

        

        
          
            
            

          

          
            C-10

            
              

            

          

          
            
            

          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              	
                                                                                                                                                      ASSIGNMENT

                                                                                                                                                    
	 	 
	 	 
	 	 
	
                                                                                                                                                      FOR
      VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

                                                                                                                                                    
	 	 
	 	 
	 	 
	 	 	 
	
                                                                                                                                                      (Please
      insert social security or other identifying number of
      assignee)

                                                                                                                                                    
	 	
                                                                                                                                                       

                                                                                                                                                    
	 	 
	 	 
	 	 
	
                                                                                                                                                      (Please
      print or typewrite name and address including postal zip code of
      assignee)

                                                                                                                                                    
	 	 
	 	 
	 	 
	the
      within Security and all rights thereunder, hereby irrevocably constituting
      and appointing
	 	
                                                                                                                                                       

                                                                                                                                                    
	 	 
	 	 
	 	 
	Attorney
      to transfer said Securities on the books of the Company with full power of
      substitution in the premises.
	 	 
	 	 
	
                                                                                                                                                      Date: 

                                                                                                                                                    	
                                                                                                                                                       

                                                                                                                                                    	 
      	 
      
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                                                                                                                                                       

                                                                                                                                                    	 
      	 
      
	 	
                                                                                                                                                       

                                                                                                                                                    	 
      	 
      
	 	 	 	 
	 	 	 	 
	(Signature
      Guarantee) 	 	 


                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

        
          
            
            

          

          
            C-11

            
              

            

          

          
            
            

          

        

      

    

     

    
      EXHIBIT
D

       

      FORM OF
2019 NOTE

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      6.200%
NOTES DUE 2019

       

      CUSIP No.
717081 DB6

       

      No.
1

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2019, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 6.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      

       

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

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      6.200%
NOTES DUE 2019

       

      CUSIP No.
717081 DB6

       

      No.
2

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2019, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 6.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          D-2

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      6.200%
NOTES DUE 2019

       

      CUSIP No.
717081 DB6

       

      No.
3

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2019, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 6.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          D-3

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      6.200%
NOTES DUE 2019

       

      CUSIP No.
717081 DB6

       

      No.
4

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2019, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 6.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          D-4

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      6.200%
NOTES DUE 2019

       

      CUSIP No.
717081 DB6

       

      No.
5

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2019, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 6.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          D-5

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      6.200%
NOTES DUE 2019

       

      CUSIP No.
717081 DB6

       

      No.
6

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2019, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 6.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          D-6

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      6.200%
NOTES DUE 2019

       

      CUSIP No.
717081 DB6

       

      No.
7

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of TWO HUNDRED AND
FIFTY MILLION DOLLARS ($250,000,000) on March 15, 2019, and to pay interest
thereon from March 24, 2009 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually, on March 15
and September 15 in each year, commencing September 15, 2009 at the rate of
6.200% per annum until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the fifteenth calendar day (whether or not a Business
Day), as the case may be, next preceding such Interest Payment
Date.  Any such interest not so punctually paid or duly provided for
will forthwith cease to be payable to the Holder on such Regular Record Date and
may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities of this series
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities of this series may be listed, and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

      


      
        
          
          

        

        
          D-7

          
            

          

        

        
          
          

        

      

    

     

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

       

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

       

      
        
          
            
              	 
      	 
      	 
      	 
      	
                      PFIZER
      INC.

                    
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Dated:

                    	
                      March
      24, 2009

                    	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                      By:

                    	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                      Name:

                    	
                      Richard
      A. Passov

                    
	 
      	 
      	 
      	 
      	 
      	
                      Title:

                    	
                      Senior
      Vice President -
Treasurer

                    


            

          

        

      

       

      


       

      
        
          
            
              
                	
                        Attest:

                      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                        Name:

                      	
                        Gene
      A. Capello

                      	 
      	 
      	 
      	 
      
	 
      	
                        Title:

                      	
                        Assistant
      General Counsel

                        and
      Assistant Secretary

                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Dated:

                      	March
      24, 2009	 
      	 
      	 
      	 
      


              

            

          

        

      

       

      


       

      
        
          
            
              	 
      	 
      	 
      	 
      	 
      	
                      CERTIFICATE
      OF AUTHENTICATION

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

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                      The
      Bank of New York Mellon, as Trustee

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                      By:

                    	 
      
	 
      	 
      	 
      	 
      	 
      	
                      Name:

                    	
                      Laurence
      J. O’Brien

                    
	 
      	 
      	 
      	 
      	 
      	
                      Title:

                    	
                      Vice
      President

                    
	 
      	 
      	 
      	 
      	 
      	 
      	
                      Authorized
      Officer

                    


            

          

        

      

       

      
        
          
          

        

        
          D-8

          
            

          

        

        
          
          

        

      

    

     

    
      [Reverse
of Security].

       

      This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities), issued and to be issued in one or more series under an
Indenture, dated as of January 30, 2001 as supplemented by the first
supplemental indenture dated as of March 24, 2009 (herein called the
“Indenture”, which then shall have the meaning assigned to it in such
instrument) between the Company, The Bank of New York Mellon, formerly known as
The Bank of New York, as successor to JPMorgan Chase Bank, formerly known as The
Chase Manhattan Bank, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.  This Security is one of the
series designated on the face hereof initially limited in aggregate principal
amount to $3,250,000,000.

       

      At the
Company’s option, the Securities of this series may be redeemed in whole or in
part at any time and from time to time (each, a “Redemption
Date”).  The redemption price (the “Redemption Price”) of the
Securities will be equal to the greater of the following amounts:

       

      (a)           100%
of the principal amount of the Securities being redeemed on the applicable
Redemption Date, and

       

      (b)           the
sum of the present value of the remaining scheduled payments of principal and
interest on the Securities being redeemed on such Redemption Date (not including
the amount, if any, of accrued and unpaid interest to, but excluding, such
Redemption Date) discounted to such Redemption Date on a semi-annual basis at
the Treasury Rate (as defined below), as determined by the Reference Treasury
Dealer (as defined below), plus 50 basis
points;

       

      plus, in each case, accrued
and unpaid interest on the Securities being redeemed to, but excluding, such
Redemption Date.

       

      The
Redemption Price will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.  Once notice of redemption is mailed by the
Company, the Securities called for redemption will become due and payable on the
applicable Redemption Date at the applicable Redemption Price.

       

      Notice of
any redemption of the Securities shall be given in the manner and otherwise in
accordance with the provisions of Section 1104 of the Indenture; provided,
however, that any such notice in lieu of stating the applicable Redemption
Price, shall state the manner in which such Redemption Price shall be
calculated.  If the Company has given notice of redemption as provided
in the Indenture and funds for the redemption of the Securities called for
redemption have been made available on the Redemption Date referred to in that
notice, such Securities will cease to bear interest on such Redemption Date
(unless the Company defaults in the payment of the applicable Redemption Price
and accrued and unpaid interest).  Any interest accrued to such
Redemption Date will be paid as specified in such notice.

       

      “Treasury
Rate” means the rate per annum equal to the semi-annual equivalent yield to
maturity of the applicable Comparable Treasury Issue, assuming a price for such
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for the applicable Redemption
Date.

       

      “Comparable
Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term
of the applicable Securities to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

       

      “Comparable
Treasury Price” means (A) the average of the Reference Treasury Dealer
Quotations for the applicable Redemption Date and applicable Securities to be
redeemed, after excluding the highest and lowest of such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains only two such Reference
Treasury Dealer Quotations, the average of both such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such
Quotation.

       

      
        
          
          

        

        
          D-9

          
            

          

        

        
          
          

        

      

       

      “Reference
Treasury Dealer” means (a) any of Banc of America Securities LLC, Barclays
Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., or their respective affiliates that are primary U.S.
Government Securities dealers in the United States (a “Primary Treasury Dealer”)
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a Primary Treasury Dealer the Company will substitute another
Primary Treasury Dealer; and (b) any other Primary Treasury Dealer(s) selected
by the Company.

       

      “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date and Securities to be redeemed, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue for such Securities (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. (New York City time) on the third business day
preceding such Redemption Date.

       

      At or
prior to the time of giving of any notice of redemption to the Holders of any
Securities to be redeemed, the Company shall deliver an Officers’ Certificate to
the Trustee setting forth the calculation of the Redemption Price or the manner
in which the Redemption Price shall be calculated, as relevant, applicable to
such redemption.  The Trustee shall be under no duty to inquire into,
may conclusively presume the correctness of, and shall be fully protected in
relying upon the Redemption Price, as applicable, as so calculated or the manner
in which the Redemption Price shall be calculated, as relevant, and set forth in
such Officers’ Certificate.

       

      The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security and certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

       

      If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of all series at the time Outstanding
affected thereby (voting as one class).  The Indenture contains
provisions permitting the Holders of not less than a majority in principal
amount of the Outstanding Securities of all series with respect to which any
default under the Indenture shall have occurred and be continuing (voting as one
class), on behalf of the Holders of all the Outstanding Securities of such
series, to waive, with certain exceptions, such past default with respect to
such series and its consequences.  The Indenture also permits the
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series, on behalf of the Holders of all Outstanding Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture.  Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

       

      As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than a majority in principal amount of
the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

       

      
        
          
          

        

        
          D-10

          
            

          

        

        
          
          

        

      

       

      No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

       

      As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registerable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

       

      The
Securities of this series are issuable only in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  As provided in the Indenture and subject to certain
limitations therein set forth,  Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested in
writing by the Holder surrendering the same.

       

      No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

       

      Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

       

      All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

       

      No
recourse for the payment of the principal of or any premium or interest on any
Security, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or in any supplemental indenture, or in this Security, or because
of the creation of any indebtedness represented hereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, either directly or through
the Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability was expressly
waived and released as a condition of, and as consideration for, the execution
of the Indenture and is a condition of, and is consideration for, the execution
of this Security.

      


      
        
          
          

        

        
          D-11

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            	
                                                                                                                                                    ASSIGNMENT

                                                                                                                                                  
	 	 
	
                                                                                                                                                    FOR
      VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

                                                                                                                                                  
	 	 
	 	 
	 	 
	 	 	 
	 	 	 
	
                                                                                                                                                    (Please
      insert social security or other identifying number of
      assignee)

                                                                                                                                                  
	 	
                                                                                                                                                     

                                                                                                                                                  
	 	 
	 	 
	 	 
	 	 
	
                                                                                                                                                    (Please
      print or typewrite name and address including postal zip code of
      assignee)

                                                                                                                                                  
	 	 
	 	 
	the
      within Security and all rights thereunder, hereby irrevocably constituting
      and appointing
	 	
                                                                                                                                                     

                                                                                                                                                  
	 	 
	 	 
	 	 
	 	 
	 	 
	Attorney
      to transfer said Securities on the books of the Company with full power of
      substitution in the premises.
	 	 
	 	 
	
                                                                                                                                                    Date: 

                                                                                                                                                  	
                                                                                                                                                     

                                                                                                                                                  	 
      	 
      
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                                                                                                                                                     

                                                                                                                                                  	 
      	 
      
	 	
                                                                                                                                                     

                                                                                                                                                  	 
      	 
      
	 	 	 	 
	 	 	 	 
	(Signature
      Guarantee) 	 	 


                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            D-12

            
              

            

          

          
            
            

          

        

      

    

     

    
      EXHIBIT
E

       

      FORM OF
2039 NOTE

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      7.200%
NOTES DUE 2039

       

      CUSIP No.
717081 CY7

       

      No.
1

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2039, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 7.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

       

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

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      7.200%
NOTES DUE 2039

       

      CUSIP No.
717081 CY7

       

      No.
2

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2039, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 7.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      7.200%
NOTES DUE 2039

       

      CUSIP No.
717081 CY7

       

      No.
3

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2039, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 7.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          E-3

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      7.200%
NOTES DUE 2039

       

      CUSIP No.
717081 CY7

       

      No.
4

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2039, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 7.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

       

      
        
          
          

        

        
          E-4

          
            

          

        

        
          
          

        

      

       

      THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF.  THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE
REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE
THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.

       

      Unless
this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation (“DTC”), to the Company or its agent for
registration of transfer, exchange, or payment, and any certificate issued is
registered in the name of Cede & Co. or in such other name as is requested
by an authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

       

      PFIZER
INC.

       

      


       

      7.200%
NOTES DUE 2039

       

      CUSIP No.
717081 CY7

       

      No.
5

       

      Pfizer
Inc., a corporation duly organized and existing under the laws of Delaware
(herein called the “Company”, which term includes any successor Person under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co. or registered assigns, the principal sum of FIVE HUNDRED
MILLION DOLLARS ($500,000,000) on March 15, 2039, and to pay interest thereon
from March 24, 2009 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually, on March 15 and
September 15 in each year, commencing September 15, 2009 at the rate of 7.200%
per annum until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest, which shall be
the fifteenth calendar day (whether or not a Business Day), as the case may be,
next preceding such Interest Payment Date.  Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.

       

      Payment
of the principal of (and premium, if any) and interest on this Security will be
made at the office or agency of the Company maintained for that purpose in the
Borough of Manhattan, State of New York, in such coin or currency of the United
States as at the time of payment is legal tender for payment of public and
private debts.

       

      All
payments of principal, premium, if any, and interest in respect of this Security
will be made by the Company in immediately available funds.

       

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

    

     

    
      
        
        

      

      
        E-5

        
          

        

      

      
        
        

      

    

     

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

       

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

       

      
        
          
            
              
                	 
      	 
      	 
      	 
      	
                        PFIZER
      INC.

                      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Dated:

                      	
                        March
      24, 2009

                      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                        By:

                      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                        Name:

                      	
                        Richard
      A. Passov

                      
	 
      	 
      	 
      	 
      	 
      	
                        Title:

                      	
                        Senior
      Vice President -
Treasurer

                      


              

            

          

        

         

        


         

        
          
            
              
                
                  	
                          Attest:

                        	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
                          Name:

                        	
                          Gene
      A. Capello

                        	 
      	 
      	 
      	 
      
	 
      	
                          Title:

                        	
                          Assistant
      General Counsel

                          and
      Assistant Secretary

                        	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                          Dated:

                        	March
      24, 2009	 
      	 
      	 
      	 
      


                

              

            

          

        

         

        


         

        
          
            
              
                	 
      	 
      	 
      	 
      	 
      	
                        CERTIFICATE
      OF AUTHENTICATION

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

                      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	
                        The
      Bank of New York Mellon, as Trustee

                      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
                        By:

                      	 
      
	 
      	 
      	 
      	 
      	 
      	
                        Name:

                      	
                        Laurence
      J. O’Brien

                      
	 
      	 
      	 
      	 
      	 
      	
                        Title:

                      	
                        Vice
      President

                      
	 
      	 
      	 
      	 
      	 
      	 
      	
                        Authorized
      Officer

                      


              

            

          

        

         

        
          
            
            

          

          
            E-6

            
              

            

          

          
            
            

          

        

      

    

     

    
      [Reverse
of Security].

       

      This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities), issued and to be issued in one or more series under an
Indenture, dated as of January 30, 2001 as supplemented by the first
supplemental indenture dated as of March 24, 2009 (herein called the
“Indenture”, which then shall have the meaning assigned to it in such
instrument) between the Company, The Bank of New York Mellon, formerly known as
The Bank of New York, as successor to JPMorgan Chase Bank, formerly known as The
Chase Manhattan Bank, as Trustee (herein called the “Trustee”, which term
includes any successor trustee under the Indenture), and reference is hereby
made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered.  This Security is one of the
series designated on the face hereof initially limited in aggregate principal
amount to $2,500,000,000.

       

      At the
Company’s option, the Securities of this series may be redeemed in whole or in
part, at any time and from time to time (each, a “Redemption
Date”).  The redemption price (the “Redemption Price”) of the
Securities will be equal to the greater of the following amounts:

       

      (a)           100%
of the principal amount of the Securities being redeemed on the applicable
Redemption Date, and

       

      (b)           the
sum of the present value of the remaining scheduled payments of principal and
interest on the Securities being redeemed on such Redemption Date (not including
the amount, if any, of accrued and unpaid interest to, but excluding, such
Redemption Date) discounted to such Redemption Date on a semi-annual basis at
the Treasury Rate (as defined below), as determined by the Reference Treasury
Dealer (as defined below), plus 50 basis
points;

       

      plus, in each case, accrued
and unpaid interest on the Securities being redeemed to, but excluding, such
Redemption Date.

       

      The
Redemption Price will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.  Once notice of redemption is mailed by the
Company, the Securities called for redemption will become due and payable on the
applicable Redemption Date at the applicable Redemption Price.

       

      Notice of
any redemption of the Securities shall be given in the manner and otherwise in
accordance with the provisions of Section 1104 of the Indenture; provided,
however, that any such notice in lieu of stating the applicable Redemption
Price, shall state the manner in which such Redemption Price shall be
calculated.  If the Company has given notice of redemption as provided
in the Indenture and funds for the redemption of the Securities called for
redemption have been made available on the Redemption Date referred to in that
notice, such Securities will cease to bear interest on such Redemption Date
(unless the Company defaults in the payment of the applicable Redemption Price
and accrued and unpaid interest).  Any interest accrued to such
Redemption Date will be paid as specified in such notice.

       

      “Treasury
Rate” means the rate per annum equal to the semi-annual equivalent yield to
maturity of the applicable Comparable Treasury Issue, assuming a price for such
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the applicable Comparable Treasury Price for the applicable Redemption
Date.

       

      “Comparable
Treasury Issue” means the United States Treasury security selected by the
Reference Treasury Dealer as having a maturity comparable to the remaining term
of the applicable Securities to be redeemed that would be utilized, at the time
of selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Securities.

       

      “Comparable
Treasury Price” means (A) the average of the Reference Treasury Dealer
Quotations for the applicable Redemption Date and applicable Securities to be
redeemed, after excluding the highest and lowest of such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains only two such Reference
Treasury Dealer Quotations, the average of both such Quotations, or (C) if only
one Reference Treasury Dealer Quotation is received, such
Quotation.

       

      
        
          
          

        

        
          E-7

          
            

          

        

        
          
          

        

      

       

      “Reference
Treasury Dealer” means (a) any of Banc of America Securities LLC, Barclays
Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., or their respective affiliates that are primary U.S.
Government Securities dealers in the United States (a “Primary Treasury Dealer”)
and their respective successors; provided, however, that if any of the foregoing
shall cease to be a Primary Treasury Dealer the Company will substitute another
Primary Treasury Dealer; and (b) any other Primary Treasury Dealer(s) selected
by the Company.

       

      “Reference
Treasury Dealer Quotation” means, with respect to each Reference Treasury Dealer
and any Redemption Date and Securities to be redeemed, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue for such Securities (expressed in each case as a percentage of
its principal amount) quoted in writing to the Trustee by such Reference
Treasury Dealer at 5:00 p.m. (New York City time) on the third business day
preceding such Redemption Date.

       

      At or
prior to the time of giving of any notice of redemption to the Holders of any
Securities to be redeemed, the Company shall deliver an Officers’ Certificate to
the Trustee setting forth the calculation of the Redemption Price or the manner
in which the Redemption Price shall be calculated, as relevant, applicable to
such redemption.  The Trustee shall be under no duty to inquire into,
may conclusively presume the correctness of, and shall be fully protected in
relying upon the Redemption Price, as applicable, as so calculated or the manner
in which the Redemption Price shall be calculated, as relevant, and set forth in
such Officers’ Certificate.

       

      The
Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Security and certain restrictive covenants and Events of
Default with respect to this Security, in each case upon compliance with certain
conditions set forth in the Indenture.

       

      If an
Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the
Indenture.

       

      The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series affected under the
Indenture at any time by the Company and the Trustee with the consent of the
Holders of a majority in principal amount of all series at the time Outstanding
affected thereby (voting as one class).  The Indenture contains
provisions permitting the Holders of not less than a majority in principal
amount of the Outstanding Securities of all series, with respect to which any
default under the Indenture shall have occurred and be continuing (voting as one
class), on behalf of the Holders of all the Outstanding Securities of such
series, to waive, with certain exceptions, such past default with respect to
such series and its consequences.  The Indenture also permits the
Holders of not less than a majority in principal amount of the Outstanding
Securities of any series, on behalf of the Holders of all Outstanding Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture.  Any such consent or waiver by the Holder of this
Security shall be conclusive and binding upon such Holder and upon all future
Holders of this Security and of any Security issued upon the registration of
transfer hereof or in exchange therefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

       

      As
provided in and subject to the provisions of the Indenture, the Holder of this
Security shall not have the right to institute any proceeding with respect to
the Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than a majority in principal amount of
the Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of
indemnity.  The foregoing shall not apply to any suit instituted by
the Holder of this Security for the enforcement of any payment of principal
hereof or any premium or interest hereon on or after the respective due dates
expressed herein.

       

      
        
          
          

        

        
          E-8

          
            

          

        

        
          
          

        

      

       

      No
reference herein to the Indenture and no provision of this Security or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein
prescribed.

       

      As
provided in the Indenture and subject to certain limitations therein set forth,
the transfer of this Security is registerable in the Security Register, upon
surrender of this Security for registration of transfer at the office or agency
of the Company in any place where the principal of and any premium and interest
on this Security are payable, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Security
Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities of this series and of like
tenor, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

       

      The
Securities of this series are issuable only in registered form without coupons
in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  As provided in the Indenture and subject to certain
limitations therein set forth,  Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested in
writing by the Holder surrendering the same.

       

      No
service charge shall be made for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.

       

      Prior to
due presentment of this Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Company, the Trustee
nor any such agent shall be affected by notice to the contrary.

       

      All terms
used in this Security which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.

       

      No
recourse for the payment of the principal of or any premium or interest on any
Security, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company in
the Indenture or in any supplemental indenture, or in this Security, or because
of the creation of any indebtedness represented hereby, shall be had against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, either directly or through
the Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability was expressly
waived and released as a condition of, and as consideration for, the execution
of the Indenture and is a condition of, and is consideration for, the execution
of this Security.

    

     

    
      
        
        

      

      
        E-9

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              	
                                                                                                                                                      ASSIGNMENT

                                                                                                                                                    
	 	 
	
                                                                                                                                                      FOR
      VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

                                                                                                                                                    
	 	 
	 	 
	 	 	 
	 	 	 
	
                                                                                                                                                      (Please
      insert social security or other identifying number of
      assignee)

                                                                                                                                                    
	 	
                                                                                                                                                       

                                                                                                                                                    
	 	 
	 	 
	 	 
	 	 
	
                                                                                                                                                      (Please
      print or typewrite name and address including postal zip code of
      assignee)

                                                                                                                                                    
	 	 
	 	 
	the
      within Security and all rights thereunder, hereby irrevocably constituting
      and appointing
	 	
                                                                                                                                                       

                                                                                                                                                    
	 	 
	 	 
	 	 
	 	 
	Attorney
      to transfer said Securities on the books of the Company with full power of
      substitution in the premises.
	 	 
	 	 
	
                                                                                                                                                      Date: 

                                                                                                                                                    	
                                                                                                                                                       

                                                                                                                                                    	 
      	 
      
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	
                                                                                                                                                       

                                                                                                                                                    	 
      	 
      
	 	
                                                                                                                                                       

                                                                                                                                                    	 
      	 
      
	 	 	 	 
	 	 	 	 
	(Signature
      Guarantee) 	 	 


                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

      

    

    E-10