|   |   |  | **EXHIBIT 10** |
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AGREEMENT

          THIS AGREEMENT      (this “Agreement”), dated as of February 21, 2007, is by and      between Pfizer Inc., a Delaware corporation (the “Company”),      and Karen Katen (the “Executive”).                WHEREAS, Executive      is currently employed as a Vice Chairman of the Company and President –      Pfizer Human Health;                WHEREAS, the      Company and Executive desire to terminate Executive’s employment with      Company effective as of March 31, 2007 (the “Termination Date”);      and                WHEREAS, the      Company and Executive desire to set forth their respective rights and obligations      in respect of Executive’s departure from the Company.                NOW, THEREFORE,      in consideration of the covenants and conditions set forth herein and for      other good and valuable consideration, the receipt and adequacy of which      are hereby acknowledged, the parties, intending to be legally bound, agree      as follows:                1.           Termination. Executive and the Company hereby agree that Executive's      employment with the Company shall terminate effective as of the Termination      Date. On the Termination Date, Executive shall execute and deliver to the      Company a letter of resignation in the form of Exhibit A hereto and a release      in the form of Exhibit B hereto (the “Release”).                 2.            Compensation and Benefits. In consideration of the agreements of      Executive herein, Executive is entitled to the compensation and benefits      set forth in this Section 2. 

             a. Severance. Within thirty (30) days of the Termination            Date, the Company shall pay to Executive $5,541,200, as a lump sum            severance amount.             b. Outplacement. Within ninety (90) days of the Termination            Date, outplacement services of up to $100,000.             c. Effectiveness of Payments. No payments shall be made            under this Section 2 until the Release becomes effective pursuant            to Section 19 hereof.

                    3.               Termination of All Existing Agreements. Executive’s Change          in Control Severance Agreement with the Company, as amended, is hereby          terminated as of the Termination Date.                    4.                Restrictions and Obligations of Executive.                    a. Consideration          for Restrictions and Covenants. The parties hereto acknowledge and          agree that the principal consideration for the agreement to make the          payments provided in Section 2 hereof from the Company to Executive          is Executive’s compliance with the undertakings set forth in this          Section 4.                    b. Confidentiality.          Executive shall hold all secret or confidential information, knowledge          or data relating to the Company or any of its affiliated companies and          their respective businesses that Executive obtained during or after          Executive’s employment by the Company or any of its affiliated          companies and that is not public knowledge (“Confidential Information”)          in strict confidence. Executive shall not communicate, divulge or disseminate          Confidential Information at any time during or after Executive’s          employment by the Company or any of its affiliated companies, except          with the prior written consent of the Company or as otherwise required          by law, regulation or legal process. If Executive is requested pursuant          to, or required by, applicable law or regulation or by legal process          to disclose any Confidential Information, Executive will use her reasonable          best efforts to provide the Company, as promptly as the circumstances          reasonably permit, with notice of such request or requirement and, unless          a protective order or other appropriate relief is previously obtained,          the Confidential Information, subject to such request, may be disclosed          pursuant to and in accordance with the terms of such request or requirement,          provided that Executive shall use her best efforts to limit any such          disclosure to the precise terms of such request or requirement.                    c. Non-Compete.          Executive agrees, for the benefit of the Company, that she will not,          from the date hereof through March 31, 2009 (the “Restricted Period”),          engage, directly or indirectly, whether as principal, agent, distributor,          representative, consultant, employee, partner, stockholder, limited          partner or other investor (other than an investment of not more than          (i) five percent (5%) of the stock or equity of any corporation the          capital stock of which is publicly traded or (ii) five percent (5%)          of the ownership interest of any limited partnership or other entity)          or otherwise, in any business which is competitive with the business          now, or at any time during the Restricted Period, conducted by the Company          or its subsidiaries. Without limiting the foregoing, during the Restricted          Period, Executive shall not serve on the board of directors (or similar          governing body), or accept a nomination therefor, of any pharmaceutical,          bio-technology or technology company without the prior approval of the          Governance Committee of the Board of Directors of the Company, which          approval shall not be unreasonably withheld with respect to any company          that is not a significant competitor of the Company or its subsidiaries.                              d. Litigation          Assistance. Executive agrees to provide reasonable assistance to          and cooperate with the Company and its counsel in regard to any litigation          presently pending or subsequently initiated involving matters of which          Executive has particular knowledge as a result of Executive’s          employment with the Company. Such assistance and cooperation shall consist          of Executive making herself available at reasonable times for consultation          with officers of the Company and its counsel and for depositions or          other similar activity should the occasion arise. Executive shall not          receive any additional compensation for rendering such assistance. In          the event that travel or other expenses are incurred by Executive in          connection with such assistance or in the event her testimony is required,          the reasonable travel costs and out-of-pocket expenses in connection          therewith shall be reimbursed by the Company. With respect to pending          or subsequent litigation in which Executive is a defendant as a result          of her employment or other service on behalf of the Company, Executive          hereby consents to her representation by Company counsel.                    e. Relief.          The parties hereto hereby acknowledge that the provisions of Sections          4(b) and (c) are reasonable and necessary for the protection of the          Company and its subsidiaries. In addition, Executive further acknowledges          that the Company and its subsidiaries will be irrevocably damaged if          such covenants are not specifically enforced. Accordingly, Executive          agrees that, in addition to any other relief to which the Company may          be entitled, the Company will be entitled to seek and obtain injunctive          relief (without the requirement of any bond) from a court of competent          jurisdiction for the purposes of restraining Executive from any actual          or threatened breach of such covenants.                    5.               Full Settlement; Payment in the Event of Death or Incapacity.                    a. No Obligation          to Mitigate. In no event shall Executive be obligated to seek other          employment or take any other action by way of mitigation of the amounts          payable to Executive under any of the provisions of this Agreement,          and, except as specifically provided in this Agreement, such amounts          shall not be reduced whether or not Executive obtains other employment.                    b. Payment          in the Event of Death or Incapacity. All amounts payable to Executive          pursuant to this Agreement shall be payable without regard to the death          or incapacity of Executive. Except as otherwise provided pursuant to          terms of an employee benefit plan or a beneficiary designation thereunder          pursuant to which any such amounts are payable, in the event of Executive’s          death all such payments shall be paid to her estate and in the event          of Executive’s incapacity all such payments shall be made to her          legal representative.                    6.               Retained Property. No later than the Termination Date, Executive          shall return all property of the Company in her possession or control,          including, but not limited to, Company keys, credit cards, security          key cards, telephone cards, cell phone, car service cards, computer          software or hardware and peripherals, Company identification cards,          Company records and copies of records, correspondence and copies of          correspondence and other books or manuals issued by the Company, that          have been marked “Confidential” or that otherwise contain          confidential or proprietary information of the Company or its subsidiaries.          Executive and the Company each represents to the other that Executive          is not indebted in any manner to the Company.                     7.                No Inducements. Executive warrants that she is entering into          this Agreement voluntarily, and that, except as set forth herein and          in the Surviving Agreements, no promises or inducements for this Agreement          have been made, and she is entering into this Agreement without reliance          upon any other statement or representation by any of the Company and          its affiliates, and its and their present and former stockholders, directors,          officers, employees, agents, attorneys, successors and assigns or any          other person, concerning any fact material hereto.                    8.                Entire Agreement. This Agreement, the Release and the Surviving          Agreements constitute the entire agreement between the parties with          respect to the subject matter hereof, and supersede any and all prior          agreements or understandings between the parties arising out of or relating          to Executive’s employment and the cessation thereof. This Agreement,          the Release and the Surviving Agreements may only be changed by written          agreement executed by the parties.                    9.                Governing Law. This Agreement shall be governed by the laws of          the State of New York, without giving effect to the conflicts of law          principles thereof.                   10.                Representations and Warranties. Each party represents and warrants          to the other party that (i) the execution and delivery of this Agreement          has been duly authorized and all actions necessary for the due execution          of this Agreement have been taken, (ii) this Agreement constitutes the          legal, valid and binding obligation of the party, and (iii) this Agreement          has been executed and delivered as its or her own free act and deed          and not as the result of duress by the other party hereto. Executive          specifically acknowledges that she has been advised to consult legal          counsel prior to executing this Agreement, and has been afforded the          opportunity of at least twenty-one (21) days to consider this Agreement.                             11.               Non-Disparagement. Executive covenants and agrees not to engage          in any act or say anything that is intended, or may reasonably be expected,          to harm the reputation, business, prospects or operations of the Company,          its officers, directors, stockholders or employees. The Company agrees          that it will engage in no act or say anything publicly which is intended,          or may reasonably be expected, to harm the reputation, business or prospects          of Executive.                  12.                Public Announcement. Except as required by law, Executive agrees          not to make any public disclosure or communication with respect to the          circumstances surrounding the termination of her employment with the          Company, this Agreement, the events leading up to this Agreement, and          the transactions contemplated by this Agreement.                   13.                No Admissions. Nothing contained in this Agreement shall be considered          an admission by either party of any wrongdoing or liability under any          Federal, state or local statute, public policy, tort law, contract law,          common law or otherwise.                   14.               Limitation on Future Activities. From and after the Termination          Date, Executive covenants and agrees that she will not to engage in          any activities on behalf of the Company or any if its affiliates, or          represent to any person that she has authority to do so, without the          prior written approval of the Chief Executive Officer of the Company,          which approval may be withheld for any or no reason.                   15.                No Third Party Claims. Executive represents and warrants that          no other person or entity has, or to the best knowledge of Executive,          claims, any interest in any potential claims, demands, causes of action,          obligations, damages or suits pursuant to this Agreement; that she is          the owner of all other claims, demands, causes of action, obligations,          damages or suits pursuant to this Agreement; that she has full and complete          authority to execute this Agreement; and that she has not sold, assigned,          transferred, conveyed or otherwise disposed of any claim, demand, cause          of action, obligation or liability subject to this Agreement.                   16.                No Third Party Beneficiaries. Except as expressly stated herein,          the parties do not intend to make any person or entity who is not a          party to this Agreement a beneficiary hereof, and this Agreement should          not be construed as being made for the benefit of any person or entity          not expressly provided for herein.                   17.                Counterparts. This Agreement may be executed in one or more counterparts,          each of which shall be deemed an original and all of which together          shall be one and the same instrument.                   18.                Severability of Provisions. Each of the sections contained in          this Agreement shall be enforceable independently of every other section          in this Agreement, and the invalidity or nonenforceability of any section          shall not invalidate or render unenforceable any other section contained          in this Agreement. Executive acknowledges that the restrictive covenants          contained in Section 4 are a condition of this Agreement. If any court          or arbitrator determines that any of the covenants in Section 4, or          any part of any of them, is invalid or unenforceable, the remainder          of such covenants and parts thereof shall not thereby be affected and          shall be given fill effect, without regard to the invalid portion. If          any court or arbitrator determines that any of such covenants, or part          thereof, is invalid or unenforceable because of the geographic or temporal          scope of such provision, such court or arbitrator shall reduce such          scope to the minimum extent necessary to make such covenants, or part          thereof, valid and enforceable.                   19.               Acceptance and Revocation. Executive shall have a period of twenty-one          (21) days from the date of receipt of this Agreement to review and accept          the Release. Executive shall have seven (7) days following her execution          of the Release during which time she may revoke the Release by providing          the Company with written notice of the revocation. The Release shall          become effective and enforceable after the expiration of seven (7) days          following Executive’s execution of the Release, and is not enforceable          until after the seven-day revocation period expires.                   20.                Tax Withholding. All payments and benefits provided to Executive          under this Agreement will be less applicable withholdings for federal,          state and local taxes.                   21.                Arbitration. Except as otherwise provided for herein, any controversy          arising under, out of, in connection with, or relating to, this Agreement,          and any amendment hereof, or the breach hereof or thereof, shall be          determined and settled by arbitration in New York, New York, by a single          person mutually agreed upon, or in the event of a disagreement as to          the selection of arbitrator, in accordance with the Employment Dispute          Resolution Rules of the American Arbitration Association. Any award          rendered therein shall specify the findings of fact of the arbitrator          or arbitrators and the reasons of such award, with references to and          reliance on relevant law. Any such award shall be final and binding          on each and all of the parties thereto and their personal representatives,          and judgment may be entered thereon in any court having jurisdiction          thereof.                     22.                Section 409A. It is the intent of the parties that all payments          and benefits to Executive pursuant to this Agreement shall be made in          full compliance with Section 409A of the Internal Revenue Code of 1986,          as amended (the “Code”), if and to the extent applicable          to such payments and benefits, and this Agreement shall be interpreted          in accordance therewith, and modified accordingly if necessary. Notwithstanding          anything else herein to the contrary, if any payment or benefit required          hereunder cannot be provided or made at the time specified herein without          incurring sanctions under Section 409A of the Code, then such benefit          or payment shall be provided in full at the earliest time thereafter          when such sanctions will not be imposed. 

           IN WITNESS      WHEREOF, the parties hereto have executed this Agreement as of the day and      year first above written.

  

PFIZER INC./s/ Dana G. Mead                    By: Dana G. Mead, Ph.D./s/ Karen Katen                    Karen Katen

      Original Document issued to Karen Katen on February 21, 2007

 

EXHIBIT A

March 31, 2007

      Board of Directors      Pfizer Inc.

      Ladies and Gentlemen:

Effective as of the date hereof, I, Karen Katen, hereby resign from my      position as a Vice Chairman of Pfizer Inc. (the “Company”) and      President – Pfizer Human Health and from any and all other positions      with the Company, its subsidiaries and any other of its affiliated entities      (except, the Pfizer Foundation) held by me.

Very truly yours, 

_______________________ 

EXHIBIT B

RELEASE

      Except as specifically provided in the following paragraph, and in consideration      of the provisions of the Agreement dated as of February 21, 2007 (the “Agreement”)      which provides for payments and other benefits to Karen Katen (the “Releasor”),      in addition to payments and benefits to which the Releasor would otherwise      be entitled, the Releasor, on behalf of the Releasor and the Releasor’s      heirs, executors and assigns, hereby releases and forever discharges Pfizer      Inc. (the “Company”), its past and present stockholders, its      past and present divisions, subsidiaries, affiliates and related entities,      its successors and assigns and all past and present directors, officers,      employees, agents, heirs, executors and administrators and their heirs and      assigns, and any and all employee retirement, health and welfare and other      benefit plans, programs and arrangements of the Company, including current      and former trustees and administrators of all such employee benefit plans,      programs and arrangements (collectively, the “Releasees”), from      all actions, causes of action in law or in equity, administrative proceedings,      suits, claims, debts, liens, sums of money, charges, accounts, reckonings,      bonds, bills, specialties, covenants, contracts, controversies, agreements,      promises, variances, trespasses, damages, judgments, extents, executions,      claims, and demands whatsoever, in law, admiralty or equity, whether known      or unknown, which against the Releasees the Releasor or the Releasor’s      successors and assigns ever had, now have or hereafter can, shall or may      have, for, upon, or by reason of any matter, cause or thing whatsoever from      the beginning of the world to the date of this Release, including without      limitation, any claims the Releasor may have arising from or relating to      the Releasor’s employment or termination from employment with the      Company, including a release of any rights or claims the Releasor may have      under Title VII of the Civil Rights Act of 1964, as amended, and the Civil      Rights Act of 1991 (which prohibit discrimination in employment based upon      race, color, sex, religion, and national origin); the Americans with Disabilities      Act of 1990, as amended, and the Rehabilitation Act of 1973 (which prohibit      discrimination based upon disability); the Family and Medical Leave Act      of 1993 (which prohibits discrimination based on requesting or taking a      family or medical leave); Section 1981 of the Civil Rights Act of 1866 (which      prohibits discrimination based upon race); Section 1985(3) of the Civil      Rights Act of 1871 (which prohibits conspiracies to discriminate); the Employee      Retirement Income Security Act of 1974, as amended (which prohibits discrimination      with regard to benefits); any other federal, state or local laws against      discrimination; or any other federal, state, or local statute, or common      law relating to employment, wages, hours, or any other terms and conditions      of employment. This includes a release by the Releasor of any claims for      wrongful discharge, breach of contract, torts or any other claims in any      way related to the Releasor’s employment with or resignation or termination      from the Company. This Release also includes a release of any claims for      age discrimination under the Age Discrimination in Employment Act, as amended      (“ADEA”). The ADEA requires that the Releasor be advised to      consult with an attorney before the Releasor waives any claim under ADEA.      In addition, the ADEA provides the Releasor with at least twenty-one (21)      days to decide whether to waive claims under ADEA and seven (7) days after      the Releasor signs the waiver to revoke that waiver.

This Release does not encompass any rights or claims that may arise after      the date of the Releasor’s signing of this Release, and shall in no      way be construed to affect either party’s right to enforce any and      all terms of the Agreement.

Releasor represents and warrants that she has not assigned or otherwise      transferred any actions, causes of action, suits, debts, dues, sums of money,      accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies,      agreements, promises, variances, trespasses, damages, embarrassment, injury      to business, injury to reputation, judgments, executions, claims, or demands      whatsoever, whether known or unknown, suspected or unsuspected, disclosed      or undisclosed, fixed or contingent, accrued or unaccrued, asserted or unasserted,      which against the Releasees, the Releasor and her administrators, agents,      successors and assigns ever had, now have or hereafter can, shall or may      have from the beginning of the world to the date of this Release. Releasor      and her administrators, agents, successors and assigns shall indemnify Releasees,      and hold them harmless from, all damages, losses, costs and expenses which      Releasees may suffer or incur as a result of the assertion against them      of any of the foregoing matters which were assigned or otherwise transferred      by Releasor in a transaction which constitutes a breach of the representation      and warranty contained in the immediately preceding sentence.

This Release may not be changed orally.

This Release shall be governed by the substantive law of the State of New      York without regard to its principles of conflicts of laws.

This Release shall in no way be construed to affect Releasor’s rights      as a stockholder of the Company.

      IN WITNESS WHEREOF, the Releasor has caused this Release to be executed      as of March 31, 2007.

      ____________________________________      Karen Katen

      State of ______________, County of ______________ ss: 

On this __ day of __________, 200_, before me personally came Karen Katen,      to me known and known to me to be the individual described in and who executed      the foregoing instrument, and she duly acknowledged to me that she executed      the same.

      Notary Public