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EXHIBIT 10(5)


PFIZER INC

NONFUNDED DEFERRED COMPENSATION AND

SUPPLEMENTAL SAVINGS PLAN



Amended and Restated as of February 1, 2002



 






 





TABLE OF CONTENTS




	 	 	 	 	 	 
	 	 	 	PAGE
	 	 	 	

	SECTION 1.   CONTINUATION AND PURPOSE OF THE PLAN
	 	 	1	 
	 	1.1 CONTINUATION
	 	 	1	 
	 	1.2 PURPOSE
	 	 	1	 
	 	1.3 DESCRIPTION OF THE PLAN
	 	 	1	 
	 
	 	 	 	 
	SECTION 2.   DEFINITIONS
	 	 	2	 
	 	2.1 ACCOUNT
	 	 	2	 
	 	2.2 BOARD OF DIRECTORS
	 	 	2	 
	 	2.3 CODE
	 	 	2	 
	 	2.4 COMMITTEE
	 	 	2	 
	 	2.5 COMPANY
	 	 	2	 
	 	2.6 CONTROLLED GROUP
	 	 	2	 
	 	2.7 ELIGIBLE EMPLOYEE
	 	 	2	 
	 	2.8 EMPLOYER
	 	 	3	 
	 	2.9 EMPLOYER ACCRUAL
	 	 	3	 
	 	2.10 EXCESS REGULAR EARNINGS
	 	 	3	 
	 	2.11 EXCESS REGULAR EARNINGS DEFERRALS
	 	 	3	 
	 	2.12 LIMITATION(S)
	 	 	4	 
	 	2.13 MEMBER
	 	 	4	 
	 	2.14 PAYMENT OPTIONS
	 	 	4	 
	 	2.15 PLAN
	 	 	4	 
	 	2.16 PLAN YEAR
	 	 	5	 
	 	2.17 QUALIFIED PLAN
	 	 	5	 
	 	2.18 REGULAR EARNINGS
	 	 	5	 
	 
	 	 	 	 
	SECTION 3.   PARTICIPATION
	 	 	5	 
	 	3.1 DESIGNATION OF ELIGIBLE EMPLOYEES
	 	 	5	 
	 	3.2 ELECTION TO MAKE EXCESS REGULAR EARNINGS DEFERRALS
	 	 	5	 
	 	3.3 AMENDMENT OR SUSPENSION OF ELECTION
	 	 	5	 
	 	3.4 AMOUNT OF ELECTIONS
	 	 	6	 
	 
	 	 	 	 
	SECTION 4.   EMPLOYER ACCRUALS
	 	 	7	 
	 	4.1 GENERAL RULE
	 	 	7	 
	 	4.2 SPECIAL EMPLOYER ACCRUAL FOR CERTAIN FORMER WARNER-LAMBERT EMPLOYEES
	 	 	8	 
	 	4.3 SPECIAL EMPLOYER ACCRUAL FOR CERTAIN FORMER AGOURON EMPLOYEES
	 	 	9	 
	 
	 	 	 	 
	SECTION 5.   INDIVIDUAL ACCOUNT
	 	 	9	 
	 	5.1 CREATION OF ACCOUNTS
	 	 	9	 
	 	5.2 PAYMENT ACCOUNT OPTION ELECTION
	 	 	10	 
	 	5.3 INVESTMENTS
	 	 	11	 
	 
	 	 	 	 
	SECTION 6.   PAYMENT
	 	 	12	 
	 	6.1 PAYMENT OF BENEFITS
	 	 	12	 
	 	6.2. BENEFITS SUBJECT TO WITHHOLDING
	 	 	12	 
	 
	 	 	 	 
	SECTION 7.   NATURE OF INTEREST OF MEMBER
	 	 	12	 
	 
	 	 	 	 
	SECTION 8.   BENEFICIARY DESIGNATION
	 	 	13	 



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	 	 	 	PAGE
	 	 	 	

	SECTION 9.   ADMINISTRATION
	 	 	13	 
	 	9.1 COMMITTEE
	 	 	13	 
	 	9.2 POWERS OF THE COMMITTEE
	 	 	13	 
	 	9.3 CLAIMS PROCEDURE
	 	 	14	 
	 	9.4 LIMITATION ON PERIOD FOR FILING CLAIMS
	 	 	14	 
	 
	 	 	 	 
	SECTION 10.  NO EMPLOYMENT RIGHTS
	 	 	15	 
	 
	 	 	 	 
	SECTION 11.  AMENDMENT, SUSPENSION, AND TERMINATION
	 	 	15	 



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SECTION 1. CONTINUATION AND PURPOSE OF THE PLAN.


     1.1 Continuation. There is hereby continued for the benefit of Members an
unfunded plan of deferred compensation known as the “Pfizer Inc Nonfunded
Deferred Compensation and Supplemental Savings Plan.”


     1.2 Purpose. The purpose of this Plan is to provide a means by which an
Eligible Employee may, in certain circumstances, elect to defer receipt of a
portion of his “Regular Earnings.” The Plan also provides that the Company
will, in certain instances, credit the Account of a Member with Employer
Accruals.


     1.3 Description of the Plan. The Plan became effective July 1, 1983 and
is amended and restated effective February 1, 2002, except as otherwise
provided herein. For purposes of the Employee Retirement Income Security Act
of 1974 (“ERISA”), as amended, the Plan shall be treated as two separate,
unfunded plans. One plan shall be an “excess benefit plan” within the meaning
of Section 3(36) of ERISA, and shall be comprised of accruals under the Plan
that are made solely because of the applicable limitations under Section 415 of
the Code, plus earnings thereon. All other accruals under the Plan, plus
earnings thereon, shall be treated as made under a separate “top-hat” plan
maintained by the Company primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees,
within the meanings of Sections 201(a)(2) and 401(a)(1) of ERISA. Separate
accounts shall be maintained under the Plan for each Member, as
applicable, to account for excess benefit plan accruals and earnings, and
top-hat plan accruals and earnings.


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SECTION 2. DEFINITIONS.


     The following words and phrases as used in this Plan have the following means:


     2.1 Account. The term “Account” shall mean a Member’s individual
account(s), as described in Section 5 of the Plan.


     2.2 Board of Directors. The term “Board of Directors” means the Board of
Directors of the Company.


     2.3 Code. The term “Code” means the Internal Revenue Service Code of
1986, as amended.


     2.4 Committee. The term “Committee” means the Committee, as described in
the Qualified Plan, or any other person or entity that the Committee has
authorized to act on its behalf under the Plan.


     2.5 Company. The term “Company” means Pfizer Inc, a Delaware corporation,
and any successor corporation.


     2.6 Controlled Group. The term “Controlled Group” means the Company and
any other entity in which the Company owns directly or indirectly 30 percent or
more of the value or voting power.


     2.7 Eligible Employee. The term “Eligible Employee” means any “Member”
under the Qualified Plan (i) who receives Regular Earnings for any Plan Year in
excess of the limitation of Section 401(a)(17) of the Code, (ii) whose account
under the Qualified Plan is credited with “annual additions,” as defined in
Section 415(c)(2) of the Code,


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during any Plan Year equal to the maximum
permitted under Section 415(c)(1)(A) of the Code, (iii) who is otherwise
credited with Employer Accruals, or (iv) who is a member of a select group of
management or highly compensated employees and is designated as an Eligible
Employee by the Committee.


     2.8 Employer. The term “Employer” means the Company and any other member
of the Controlled Group which is also an “Associate Company” under the
Qualified Plan.


     2.9 Employer Accrual. The term “Employer Accrual” means the amounts
described in Section 4.


     2.10 Excess Regular Earnings. The term “Excess Regular Earnings” means
(i) the portion of a Member’s Regular Earnings earned during a Plan Year that
exceeds the Limitation on compensation taken into account under Section
401(a)(17) of the Code, (ii) all Regular Earnings earned after the Member
becomes subject to the Limitation on contributions to defined contribution
plans under Section 415(c)(1)(A) of the Code, to the extent not included in (i)
above, (iii) a bonus deferred under the Pfizer Inc Deferred Compensation Plan,
or (iv) any other compensation determined by the Committee to be compensation
for purposes of this Plan .


     2.11 Excess Regular Earnings Deferrals. The term “Excess Regular Earnings
Deferrals” means the portion of a Member’s Excess Regular Earnings that the
Member elects to defer under the terms of the Plan.


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     2.12 Limitation(s). The term “Limitation(s)” means the limitation on
contributions to defined contribution plans under Section 415(c)(1)(A) of the
Code, and on compensation taken into account under Section 401(a)(17) of the
Code.


     2.13 Member. The term Member means an Eligible Employee who elects to
have Excess Regular Earnings Deferrals made to the Plan or is otherwise
credited with an Employer Accrual.


     2.14 Payment Options. The term “Payment Option” means the following forms
of payment under which a Member may elect to receive amounts credited to his
Account upon his termination of employment with the Controlled Group: (i)
single sum payable as soon as practicable following the end of the Plan Year in
which the Member terminates employment with the Controlled Group, or (ii)
substantially equal annual installment payments over a period of two to twenty
years commencing as soon as practicable following the end of the Plan Year in
which the Member terminates employment with the Controlled Group. Where
payment of the Account is made in installment payments, the first installment
shall be a fraction of the value of the Member’s Account as of the applicable
valuation date, the numerator of which is one (1) and the denominator of which
is the total number of installments remaining to be
paid at that time. Each subsequent installment shall be calculated in the same
manner, except that the denominator shall be reduced by the number of
installments that have been paid previously.


     2.15 Plan. The term “Plan” means the “Pfizer Inc Nonfunded Deferred
Compensation and Supplemental Savings Plan,” as set forth herein and as amended
from time to time.


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     2.16 Plan Year. The term “Plan Year” means the calendar year.


     2.17 Qualified Plan. The term “Qualified Plan” means the Pfizer Savings
Plan, as amended from time to time.


     2.18 Regular Earnings. The term “Regular Earnings” shall have the meaning
given such term under the Qualified Plan.


SECTION 3. PARTICIPATION.


     3.1 Designation of Eligible Employees. The Committee in its sole and
absolute discretion will designate as Eligible Employees those employees who
satisfy the terms of Section 2.7 and are eligible to participate in the Plan.
The Committee in its sole and absolute discretion may terminate the designation
of an employee as an Eligible Employee at any time.


     3.2 Election to Make Excess Regular Earnings Deferrals. An Eligible
Employee may elect
at any time after becoming eligible to begin making Excess Regular Earnings
Deferrals by filing an election with the Committee or its authorized designee
in accordance with this Section 3 and any rules established by the Committee.
Such election will be effective on a prospective basis beginning with the
payroll period that occurs as soon as administratively practicable following
receipt of the election by the Committee or its authorized designee.


     3.3 Amendment or Suspension of Election. Members may change (including,
suspend) their existing Excess Regular Earnings Deferrals election under this
Plan during the Plan Year by filing a new election in accordance with the
prescribed administrative


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guidelines. Such new election will be effective on a
prospective basis beginning with the payroll period that occurs as soon as
administratively practicable following receipt of the election by the Committee
or its authorized designee. A Member shall not be permitted to make up
suspended Excess Regular Earnings Deferrals, and during any period in which a
Member’s Excess Regular Earnings Deferrals are suspended, the Employer Accruals
under the Plan with respect to Excess Regular Earnings Deferrals shall also be
suspended. A Member who receives a hardship withdrawal under the Qualified
Plan shall be suspended from making Excess Regular Earnings Deferrals hereunder
for a period of six (6) months from the date of such withdrawal.


     3.4 Amount of Elections. Each election filed by an Eligible Employee must
specify the amount of Excess Regular Earnings Deferrals in a whole percentage
from 1% to 20% of the Member’s Excess Regular Earnings unless the Committee
establishes a lesser percentage for the Plan Year;
provided, however, that, with respect to an Eligible Employee who is also
eligible to participate in the Qualified Plan, the rate of Excess Regular
Earnings Deferrals hereunder for any payroll period shall not exceed the rate
at which the Member was contributing to the Qualified Plan on a combined
pre-tax and post-tax basis for the current year.


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SECTION 4. EMPLOYER ACCRUALS.


     4.1 General Rule.


     An Employer Accrual will be credited to a Member’s Account with respect to
the eligible portion of Excess Regular Earnings Deferrals of such Member at the
applicable rate of “Matching Contributions” with respect to “After-Tax
Contributions” and “Before-Tax Contributions” under the Qualified Plan. The
Employer Accrual shall be credited as soon as practicable following the payroll
period for which the Excess Regular Earnings Deferrals are made. The eligible
portion of a Member’s Excess Regular Earnings Deferrals shall be limited to six
percent (6%) of such Excess Regular Earnings for each payroll period. In
addition, an Employer Accrual will be credited as of the end of each Plan Year
to a Member’s Account equal to the difference between (i) the amount that would
have been credited to the Member’s account under the Qualified Plan as a
“Matching Contribution,” including Additional Contribution, if any, if the
Limitations were not applicable to the Member under the Qualified Plan during
such Plan Year and (ii) the “Matching Contributions,” including Additional
Contributions, if any, actually credited to the Member’s account under the
Qualified Plan during such Plan Year. Lastly, an Employer Accrual will be
credited to the Account of a Member who elects to defer his bonus under the
Warner-Lambert Company Incentive Compensation Plan (“ICP”). The amount of such
Employer Accrual will be equal to the product of: (i) six percent (6%) of the
bonus deferred under the ICP, and (ii) the applicable rate of “Matching
Contributions” with respect to “After-Tax Contributions” and “Before-Tax
Contributions” under the


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Qualified Plan. The Employer Accrual shall be credited as soon as practical
following the payroll period in which the bonus is deferred.


     4.2 Special Employer Accrual for Certain Former Warner-Lambert Employees.


     In the case of any Eligible Employee who (i) was an “Eligible Participant”
under the Warner-Lambert Savings and Stock Plan as in effect on January 31,
2002 (the “Warner-Lambert Plan”), (ii) is a participant under the
Warner-Lambert Enhanced Severance Plan on May 15, 2003, (iii) has completed at
least three years of Plan membership (including Warner-Lambert Plan membership)
under the Qualified Plan as of May 15, 2003, and (iv) was an Eligible Employee
on May 15, 2003, an Employer Accrual shall be credited to such Eligible
Employee’s Account in an amount equal to the difference between (a) and (b)
below:


          (a) the “Matching Contribution” which would have been made to the Eligible
Employee’s account under the Qualified Plan with respect to the period June 1,
2002 through May 15, 2003 if such “Matching Contribution” had been based on the
terms of Article 5 of the Warner-Lambert Plan, assuming an additional matching
contribution rate of 65%; and



          (b) the “Matching Contribution” actually made to the Eligible Employee’s
account under the Qualified Plan with respect to the period June 1, 2002
through May 15, 2003.



This Employer Accrual shall be credited as soon as practicable following the
payroll period which includes May 15, 2003.



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     4.3 Special Employer Accrual for Certain Former Agouron Employees.


     In the case of any Eligible Employee who (i) was an “Eligible Employee”
under the Agouron Pharmaceuticals, Inc. 401(k) Plan as in effect on January 31,
2002 (the “Agouron Plan”), (ii) was a participant under the Warner-Lambert
Enhanced Severance Plan on May 15, 2003, and (iii) was an Eligible Employee on
May 15, 2003, an Employer Accrual shall be credited to such Eligible Employee’s
Account in an amount equal to the difference between (a) and (b) below:


     (a)  the “Matching Contribution” which would have been made to the Eligible
Employee’s account under the Qualified Plan with respect to the period June 1,
2002 through May 15, 2003 if such “Matching Contribution” had been based on the
terms of Article 6.4 of the Agouron Plan, assuming an additional matching
contribution rate of 35%; and


     (b)  the “Matching Contribution” actually made to the Eligible Employee’s
Account under the Qualified Plan with respect to the period June 1, 2002
through May 15, 2003.


This Employer Accrual shall be credited as soon as practicable following the
payroll period which includes May 15, 2003.


SECTION 5.   INDIVIDUAL ACCOUNT.



     5.1 Creation of Accounts. The Company will maintain an Account under the
Plan in the name of each Member. Each Member’s Account will be credited with
the amount of the Member’s Excess Regular Earnings Deferrals, Employer
Accruals, and will


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be adjusted for earnings and losses thereon. In the case of
Members covered under both the “excess benefit” and “top-hat” portions of the
Plan, separate accounts will be maintained to reflect the Members’ interest in
each such portion of the Plan.


     5.2 Payment Account Option Election. Each Member shall elect the
particular Payment Option that is to apply to amounts credited to the
Member’s Account. In order for a Payment Option election to be effective, it
must be made (i) no later than ninety (90) days (one hundred and eighty (180)
days for employment terminations on or after January 1, 2003) prior to the date
the Member terminates employment with the Controlled Group, and (ii) in a
taxable year preceding the taxable year in which payment would otherwise be
made or commence. In the absence of a timely election, payment of the Member’s
Account will be made in accordance with the most recent Payment Option election
which satisfies the requirements of the immediately preceding sentence or, in
the absence of any such Payment Option election, in five (5) substantially
equal annual installments commencing as soon as practicable following the end
of the Plan Year in which the Member terminates employment with the Controlled
Group. The foregoing notwithstanding, in any case where the value of the
Member’s Plan Account is less than ten percent (10%) of the value of the
Member’s interest in both the Plan and the Qualified Plan, payment of the
Member’s Account shall be made in a lump sum as soon as practicable following
the end of the Plan Year in which the Member terminates employment with the
Controlled Group. Upon a Member becoming “Disabled,” as determined under the
Qualified Plan, the balance of the Member’s Account shall be paid in a lump sum
as soon as practicable after such determination is made.


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     5.3 Investments. All Excess Regular Earnings Deferrals will be credited
with an amount equal to the amount which would have been earned had such
amounts been actually invested in one or more of the “Funds” (other than the
Pfizer Match Fund) available for investment under the Qualified Plan, as the
Member may elect from time to time, in one percent (1%) increments. The
portion of the Member’s Account attributable to Employer Accruals shall be
deemed to be invested in the Pfizer Match Fund. Rules similar to those which
govern the Qualified Plan shall apply for purposes of determining the value of
the deemed investments and the timing, frequency and permissibility of
investment transfers, except that no diversification of Employer Accruals which
are deemed to be invested in the Pfizer Match Fund shall be permitted. No
provision of this Plan shall require the Company or any other Employer to
actually invest any amount in any “Fund” or in any other investment vehicle.
The Plan is an unfunded plan that is not subject to the funding requirements of
ERISA, meaning that there are no actual investments held in a trust. The
Accounts represent unsecured obligations of the Company, and no funds are set
aside from the Company’s general assets to cover such Accounts. The Plan is
subject to the full faith and credit of the Company, and Members would be
general creditors in the event of the Company’s insolvency.


     With respect to a Member subject to Section 16 of the Securities Exchange
Act of 1934, an election to transfer a portion of his Account into, or out of,
the “Pfizer Company Stock Fund” shall be permitted only if the Member has not
elected during the immediately preceding six months to transfer out of, or
into, such Fund within this Plan, the Pfizer Company Stock Fund under the
Qualified Plan or the unit account within the Pfizer Inc Nonfunded Deferred
Compensation and Unit Award Plan for Non-Employee Directors,
the

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Pfizer Inc
Retainer Units Award Plan for Non-Employee Directors, or the Pfizer Inc
Deferred Compensation Plan.


SECTION 6.   PAYMENT.



     6.1 Payment of Benefits. A Member shall be paid the balance of his
Account following termination of employment in accordance with the Payment
Option elected by the Member. Upon the death of a Member, the Member’s
beneficiary shall be paid the balance of the Member’s Account in a lump sum as
soon as practicable after the death of the Member.


     6.2. Benefits Subject to Withholding. The benefits payable under this
Plan shall be subject to the deduction of any federal, state, or local income
taxes, employment taxes or other taxes which are required to be withheld from
such payments by applicable laws and regulations. Any employment taxes owed by
the Member with respect to any deferral, accrual or benefit payable under this
Plan may be withheld from other compensation of the Member in the year in which
such tax liability accrues.


SECTION 7.   NATURE OF INTEREST OF MEMBER.



     Participation in this Plan will not create, in favor of any Member, any
rights or lien in or against any of the assets of the Company or any Employer,
and all amounts of Excess Regular Earnings deferred hereunder shall at all
times remain an unrestricted asset of the Company or the Employer. A Member’s
rights to benefits payable under the Plan are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, or encumbrance.
Nothing contained in this Plan, and no action taken pursuant to
its

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provisions,
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between any Employer and a Member or any person, and the Company’s and each Employer’s
promise to pay benefits hereunder shall at all times remain unfunded as to the
Member.


SECTION 8.   BENEFICIARY DESIGNATION.



     A Member’s beneficiary under this Plan will automatically be the same as
such Member’s beneficiary under the Qualified Plan unless a separate
designation of beneficiary form for this Plan has been properly filed with the
Committee or its authorized designee in accordance with any rule established by
the Committee. In the absence of a designation of specific beneficiary under
either the Qualified Plan or this Plan, which beneficiary survives the Member,
upon the Member’s death, payment of his Account shall be made to his estate in
a lump sum as soon as practicable.


SECTION 9.    ADMINISTRATION.



     9.1 Committee. This Plan will be administered by the Committee.


     9.2 Powers of the Committee. The Committee’s powers under this Plan are
the same as are described in the Qualified Plan and include, but are not
limited to, the power:



	 	 	 	(i) to determine who are Eligible Employees for
purposes of participation in the Plan;
	 
	 	 	 	(ii) to interpret the terms and provisions of the
Plan and to determine any and all questions arising under the
Plan, including without



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	 	 	 	limitation, the right to remedy
possible ambiguities, inconsistencies, or omissions by a
general rule or particular decision; and
	 
	 	 	 	(iii) to adopt rules consistent with the Plan.



     9.3 Claims Procedure. The Committee shall make, in its sole discretion,
all determinations arising in the administration, construction or
interpretation of the Plan including the right to construe disputed or doubtful
Plan terms and provisions, and any such determination shall be conclusive and
binding on all persons, except as otherwise provided by law. Any claim by a
Member or any other person for any benefit alleged to be due under the Plan
shall be made in writing to the Committee. Within 90 days of the filing of
such claim, unless special circumstances require an extension of such period,
such person will be given notice in writing of the approval or denial of the
claims. If the claim is denied, the notice will set forth the reason for the
denial, the Plan provisions on which the denial is based, an explanation of
what other material or information, if any, is needed to perfect the claim, and
an explanation of the claims review procedure. The claimant may request a
review of such denial within 60 days of the date of receipt of such denial by
filing notice in writing with the Committee. The claimant will have the right
to review pertinent Plan documents and to submit issues and comments in
writing. The Committee will respond in writing to a request for review within
60 days of receiving it, unless special circumstances require an extension of
such period. The Committee, in its discretion, may request a meeting to
clarify any matters deemed appropriate.


     9.4 Limitation on Period for Filing Claims. No claim for benefits based
upon a claim that contributions were not properly made under this Plan shall be
approved under

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this Plan, and no action may be brought for benefits under this
Plan pursuant to the denial of such a claim pursuant to Section 9.3 of this
Plan, unless such claim for benefits is duly filed under Section 9.3 of this
Plan no later than the last day of the second Plan Year beginning after the
Plan Year in which the claim alleges that the contributions should have been
credited.


SECTION 10.   NO EMPLOYMENT RIGHTS.



     No provisions of the Plan or any action taken by the Company, the Board of
Directors, the Committee, or any of their properly authorized representatives
shall give any person any right to be retained in the employ of any Employer,
and the right and power of the Company or any Employer to dismiss or discharge
any Member is specifically reserved.


SECTION 11. AMENDMENT, SUSPENSION, AND TERMINATION.



     The Board of Directors or its authorized designee shall have the rights to
amend, suspend, or terminate the Plan at any time, except that the Committee
may make non-substantive administrative changes to this Plan so as to conform
with or take advantage of governmental requirements, statutes or regulations.
No amendment, modification or termination shall, without the consent of a
Member, adversely affect the amount of the Member’s benefits in his or her
Account as of the date of such amendment, modification or termination. Any
modification, amendment or termination may accelerate the time at which any
Member is entitled to a distribution. In the event the Plan is terminated, the

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Committee shall continue to administer the Plan in accordance with the relevant
provisions thereof until the Member’s benefits have been paid hereunder.



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