Wyeth DEF14A 03.16.07

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Five Giralda Farms

Madison, New Jersey 07940

Notice of Annual Meeting of Stockholders

The 2007 Annual Meeting of Stockholders of Wyeth will be held in the Plaza Ballroom of the Hyatt Morristown at Headquarters Plaza, 3 Speedwell Avenue, Morristown, New Jersey, on Thursday, April 26, 2007 at 9:30 a.m., local time. At the meeting, we will vote on the following items and any other matters that are properly presented at the meeting:

to elect 13 nominees to our Board of Directors;

to ratify PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2007;

to approve amendments to our restated certificate of incorporation to eliminate supermajority vote requirements;

to amend and restate the Wyeth 2005 Stock Incentive Plan for tax compliance;

a stockholder proposal regarding disclosure of Wyeths animal welfare policy;

a stockholder proposal regarding the preparation of a report on limiting the supply of prescription drugs in Canada;

a stockholder proposal regarding the disclosure of political contributions;

a stockholder proposal regarding the recoupment of incentive bonuses;

a stockholder proposal regarding interlocking directorships;

10.

a stockholder proposal regarding the disclosure of certain relationships;

11.

a stockholder proposal regarding separating the roles of Chairman and Chief Executive Officer; and

12.

a stockholder proposal regarding adoption of a stockholder advisory vote on compensation.

Our Board of Directors has chosen the end of the business day on March 2, 2007 as the record date that will determine the list of stockholders who must be notified of and who are eligible to vote at the meeting or at any postponement or adjournment of the meeting.

As authorized by the Board of Directors,

EILEEN M. LACH

Corporate Secretary

March 19, 2007

Your Vote Is Important!

If you are unable to attend the meeting, please sign, date and promptly return the accompanying proxy card or, if your proxy card includes instructions to do so, use the toll-free telephone number or Internet website to submit your proxy.

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Potential Payments upon Termination or Change in Control

Our generally applicable Company policies and plans provide for certain benefits upon retirement or a change in control. However, we do not maintain a severance policy for our named executive officers nor have we entered into employment agreements with our named executive officers providing for payments upon termination of employment, other than the employment agreement executed with our Chairman and Chief Executive Officer in January 2007, which is described below. We have entered into change in control severance agreements with members of senior management and other key employees, which are described below. In accordance with Securities and Exchange Commission rules, all information described in this section assumes a termination date of December 29, 2006.

Generally Applicable Company Policies and Plans

Severance

We do not maintain a severance plan or policy for our executives. Accordingly, except as described below in connection with our change in control severance agreements and Mr. Essners employment agreement executed in January 2007, our Compensation and Benefits Committee retains full discretion to make or decline to make severance payments or provide benefits to named executive officers upon termination of employment.

Pension Benefits

Our pension plans are described above under the section entitled Pension Benefits. The disclosure in that section includes estimated lump sums as of January 1, 2007 for each of Mr. Essner and Dr. Ruffolo and an estimate of the present value as of January 1, 2007 of lump sums payable at age 55 for each of Messrs. Poussot, Martin and Mahady under our pension plans. Incremental pension benefits under our change in control severance agreements are described below under the section entitled Change in Control Severance Agreements.

Health and Welfare Benefits

Under company-wide plans, employees in the United States who are age 55 or older and have completed at least 10 years of service are entitled to retiree medical benefits following retirement. For Mr. Essner, who by virtue of his age and years of service is entitled to retiree medical benefits upon any termination of employment, the estimated present value of these continued benefits if he terminated for any reason as of December 29, 2006 would have been $158,200. In the event of his death as of such date, Mr. Essners spouse would have been entitled to receive medical benefits with an estimated present value of $77,600. None of our other named executive officers met the age and service requirements for retiree medical benefits as of December 29, 2006. See Change in Control Severance Agreements below for a discussion of continued health and welfare benefits available as a result of those agreements.

Vesting of Equity

Retirement. Under our company-wide stock incentive plans, participants in the United States who are age 55 or older and who have completed at least five years of service are entitled to vesting of outstanding stock options, performance share unit awards and restricted stock unit awards upon their retirement. Under the terms of the applicable award agreements, this means that the retiring individual is entitled to continue to hold his stock options following retirement for the balance of the original option term. For performance share unit awards, as the performance cycle for each prior grant completes and if performance is achieved, the units held by the retiring individual following retirement then will convert, if, as and when performance is achieved.

For Mr. Essner and Dr. Ruffolo, who met the eligibility requirements under our various stock incentive plans for retirement as of December 29, 2006, the estimated value of equity awards that would have vested in the event of retirement on December 29, 2006 would have been as follows: For Mr. Essner $4.9 million for stock options and $17.8 million for performance share unit awards, and for Dr. Ruffolo $1.3 million for stock options, $4.3 million for performance share unit awards and $1.5 million for restricted stock units. As of December 29, 2006, Messrs. Poussot, Martin and Mahady were not retirement-eligible under our various stock incentive plans.

Change in Control. Under our company-wide stock incentive plans, upon a change in control, all unvested stock options, performance share unit awards and restricted stock unit awards immediately vest. In the case of performance share unit awards, these awards would convert to shares of our common stock at 100% of target upon the change in control rather than 0% to 200% of target based on future performance. Assuming a change in control had occurred on December 29, 2006, the estimated value of equity awards that would have vested upon such change in control would have been as follows: For Mr. Essner $4.9 million for stock options and $17.8 million for performance share unit awards; for Mr. Poussot $1.7 million for stock options and $6.9 million for performance share unit awards; for Mr. Martin $1.6 million for stock options and $6.1 million for performance share unit awards; for Dr. Ruffolo $1.3 million for stock options, $4.3 million for performance share unit awards and $1.5 million for restricted stock units; and for Mr. Mahady $1.2 million for stock options and $3.9 million for performance share unit awards.

Death. Under the terms of our equity awards, death is afforded the same treatment as retirement. Accordingly, if any of the named executive officers had died as of December 29, 2006, his equity awards would have become vested, and the estimated values would have been the same as those set forth in the preceding paragraph, based on the same assumptions.

Computation of Values. The calculations in this Vesting of Equity section are based on the per share closing price of our common stock on the New York Stock Exchange on December 29, 2006, which was $50.92. In the case of stock options, these amounts represent the aggregate spread (i.e., the difference between the exercise price and the closing price of our common stock on December 29, 2006); in the case of performance share unit awards, these amounts represent an assumed full conversion of these awards to shares of our common stock at 100% of target (not including performance share unit awards granted in 2004 because these awards were converted to shares of our common stock at 200% of target in February 2007 and are reported on the table in the section above entitled Options Exercised and Stock Vested in 2006); and in the case of restricted stock units, these amounts represent the value of the common stock issuable upon conversion of such units as of December 29, 2006. In the case of retirement or death, actual shares converted under the performance share unit awards and, therefore, value could be between 0% and 200% of the above amounts.

Change in Control Severance Agreements

We have entered into identical change in control severance agreements with 31 members of our senior management team, including each of our named executive officers. We also have entered into identical change in control severance agreements with approximately 575 other key employees; however, these agreements have important differences from those entered into with our senior management team (e.g., the change in control severance agreements entered into with our other key employees generally provide for severance and other benefits on the basis of a two-year severance period rather than a three-year severance period).

In August 2006, we gave notice to all employees (including both the senior management team and the other key employees) with whom we maintain these change in control severance agreements that the change in control severance agreements established in 1998, which we refer to as the 1998 agreements, would not be extended beyond the year ending December 31, 2008 (the earliest possible termination date under the terms of the 1998 agreements). Under the terms of the 1998 agreements, this means that if we undergo a change in control (as defined in the agreements) on or prior to December 31, 2008, the provisions of the 1998 agreements will be applicable to that transaction and govern a termination of employment for 36 months thereafter. In connection with that notice, we also entered into replacement change in control severance agreements, which we refer to as the 2006 agreements, with 31 members of senior management and approximately 575 other key employees that would apply to change in control transactions occurring on or after January 1, 2009.

Both the 1998 and 2006 agreements are intended to provide for continuity of management in the event of a change in control of Wyeth and generally provide that if a change in control of Wyeth occurs, the executive will receive a one-time cash severance payment, as well as other benefits, if we or the surviving company terminates his or her employment other than for cause or he or she terminates his or her employment for good reason (in each case as defined in the relevant agreements).

These change in control agreements first were instituted in 1998 in order to help retain our executive officers and key employees in an environment of publicized potential merger discussions and growing concerns about the potential impact of our diet drug litigation. These agreements proved critically important over the years in retaining and continuing to attract key talent to successfully manage our Company through years of industry consolidation, rapid change in the environment, important new product launches, the continued challenges of our diet drug litigation and the negative impact on the revenue of our Premarin family as a result of the July 2002 hormone therapy subset of the Womens Health Initiative study. In response to the changed circumstances of both our Company and the pharmaceutical industry, in 2006 the Compensation and Benefits Committee undertook a review of the 1998 agreements. The Committee determined that while these agreements remained important in attracting and retaining key executives in light of industry consolidation and the competitive environment, the level of benefits under the 1998 agreements could be reduced without compromising the retention of our key employees or our competitiveness in attracting key talent. The 2006 agreements will continue to provide appropriate protection to senior managers (including the named executive officers) and other key employees if a change in control (as defined in the agreements) occurs and the individuals employment is terminated, allowing these executives and employees to minimize individual employment concerns when considering and facilitating corporate transactions that are in the best interests of our stockholders and other constituents of the Company. These agreements also are intended to help retain executives and other key employees during continued industry consolidation.

The estimated effect of the new agreements, once they take effect, is shown on the table on page 57 of this proxy statement. For example, if the 2006 agreement had been in effect on December 29, 2006, the estimated value of the payments and other benefits that Mr. Essner would receive upon termination following a change in control under the 2006 agreement would have been approximately one-third of the estimated value he would receive under the 1998 agreement.

The key differences between the 1998 agreements and the 2006 agreements are described below under Our 2006 Change in Control Severance Agreements.

Our 1998 Change in Control Severance Agreements

The 1998 change in control severance agreements continue through December 31, 2008. However, if a change in control (as defined in the agreements) occurs on or before December 31, 2008, the 1998 agreements will continue in effect for a period of 36 months beyond that change in control.

A change in control as defined in the agreements would include any of the following events:

the acquisition of 20% or more of our voting securities by any person or persons acting in concert;

the consummation of any merger or business combination involving us, the sale or lease of our assets or any combination of the foregoing unless in any case our stockholders retain at least 65% of the resulting entity; or

the replacement of a majority of our directors (or their designees) during a two-year period.

For the 31 members of senior management (including each named executive officer), under the 1998 agreements, if following a change in control the executive is terminated for any reason other than for cause (as defined in the agreements) or if the executive terminates his or her employment for good reason (as defined in the agreements), then the executive is entitled to a one-time, lump-sum severance payment equal to three times the total of: the executives base salary at the rate in effect at the time of the change in control (and increased to reflect any subsequent increases); the highest bonus (annual cash incentive award) awarded to the executive in any of the three years immediately prior to the year in which he or she is terminated; and an amount equal to the greatest Black-Scholes value (determined as of the date of grant in accordance with the 1998 agreements), of any grant of options and restricted stock and/or performance shares (converting the restricted stock and/or performance shares to option shares in accordance with the formula used to determine the share grant and treating them as having been granted as shares subject to an option for purposes of this determination) made to the executive in any of the three years prior to the change in control or, if greater, following the change in control. The executive also would receive a pro-rated bonus, calculated through the date of termination.

The 1998 agreements permit a member of the senior management team (including each named executive officer) to terminate his or her employment during the 90 days following the first anniversary of a change in control for any reason with that termination constituting a termination for good reason, thereby entitling the executive to payment of severance and other benefits under the 1998 agreement.

The 1998 agreements provide the following additional benefits:

On the date of termination following a change in control, the executive would be given three additional years of credit for age and service for purposes of calculating the pension benefit to which he or she is entitled under our Wyeth Retirement PlanU.S., Supplemental Executive Retirement Plan and Executive Retirement Plan and assuming, in calculating the benefit, the last rate of pay earned by each executive is applied to the three additional years of service. This benefit would be further determined without any reduction for the receipt of benefits prior to age 65 or age 60, as applicable;

If, at the time of termination following a change in control, the executive already has attained age 45, the executive would be entitled to retiree medical coverage (each of our named executive officers is older than age 45);

For three years from the date of a termination following a change in control, the executive would be given either continued coverage under our welfare and fringe benefit plans (but excluding our disability, pension and 401(k) plans), perquisites and other programs in which the executive is participating immediately prior to the termination or substantially similar benefits;

The executive would be provided with outplacement or executive recruiting services at a cost to us of no more than 10% of the executives base salary (but in no event exceeding $25,000), and payment by us at least monthly of all legal fees and expenses reasonably incurred by the executive, if any, in enforcing the agreement. Because legal fees are purely speculative, we have not displayed these in the Estimated Value of Post-Termination Payments and Other Benefits under the 1998 and 2006 Change in Control Severance Agreements table following this discussion. In addition, if any restricted stock awards or options terminate or are forfeited upon or following the termination of the executives employment under the terms of any plan, the executive will receive for any terminated or forfeited stock awards or options an amount equal to the total of:

the cashout value (as defined in the agreements) of all the shares covered by the restricted stock awards forfeited (with units converted to shares based on the target awards); and

the excess of (a) the cashout value of all the shares subject to options that were forfeited over (b) the aggregate exercise price of the shares subject to the forfeited options.

In the event that any payments made in connection with a change in control were subjected to the excise tax imposed on excess parachute payments by the Internal Revenue Code, under the 1998 agreements we would gross-up the executives payments for all of these excise taxes plus any federal, state and local income tax applicable to the excise tax, and penalties and applicable interest.

Under the terms of the 1998 agreements, the executives have agreed not to divulge any of our confidential information.

Our 2006 Change in Control Severance Agreements

We entered into the 2006 change in control severance agreements with 31 members of our senior management team (including the named executive officers) and with approximately 575 other key employees. These agreements apply to change in control transactions occurring on or after January 1, 2009 and through December 31, 2011 and would govern for up to 36 months following a change in control transaction. The 2006 agreements will automatically extend in one-year increments unless we provide a notice of non-renewal no later than September 30 in the year two years prior to the December 31 termination date.

Like the 1998 agreements, the 2006 agreements generally provide that if a change in control of Wyeth occurs, the executive will receive a one-time cash severance payment, as well as other benefits, if we or the surviving company terminate his or her employment other than for cause or the executive terminates his or her employment for good reason (in each case as defined in the relevant agreements). The following is a summary of the key differences between the 1998 agreements and the 2006 agreements:

Under the 2006 agreements, the calculation of the one-time, lump-sum cash severance payment has changed to (1) exclude the value of equity awards and (2) calculate the bonus component of severance (and for payment of the pro rata bonus for the year of termination) as being equal to the average of the executives three highest bonuses over the prior five years, or if the executive has less than three years of bonus history, the average of the actual years. If however, the executive has not been awarded one full-years bonus, then his or her bonus would be equal to 80% of base salary. All of our named executive officers have more than three years of bonus history.

The 2006 agreements eliminate the provision in the 1998 agreements allowing a member of the senior management team (including a named executive officer) to terminate his or her employment during the 90 days following the first anniversary of a change in control for any reason with such termination constituting a termination for good reason.

Under the 2006 agreements, eligibility for an unreduced pension payable at age 55 is achieved only if, at termination, the sum of the executives age and years of service equals or exceeds 60, after adding three years to both service and age. All of our named executive officers would be eligible for the unreduced pension.

Under the 2006 agreements, eligibility for retiree medical coverage is achieved only if: (1) the executive is either age 50 on the termination date, or (2) the sum of the executives age and years of service equals or exceeds 60, after adding three years to both service and age. All of our named executive officers are over age 50.

The 2006 agreements provide that if welfare benefits are provided by a subsequent employer, our obligation to provide those benefits will terminate. The 2006 agreements also replace the provision entitling executives to continued fringe benefits for three years with a one-time cash payment equal to $60,000.

Under the 2006 agreements, an executive would be entitled to the above severance and other benefits if, following the signing of an agreement for a change in control (but prior to the consummation), he or she is terminated without cause at the request of the other party to the agreement or otherwise in anticipation of the change in control.

The 2006 agreements add a provision prohibiting executives from soliciting Wyeth employees or exclusive long-term contractors to leave employment with Wyeth for two years following the date of termination.

The 2006 agreements change the definition for determining when termination as a result of relocation constitutes resignation for good reason.

Under the 2006 agreements, executives are fully grossed-up for excise taxes only if payments exceed 110% of the executives or key employees so-called safe-harbor amount (which is generally three times the historical W-2 compensation). If payments are between 100% and 110% of the safe-harbor amount, the executive or key employee will be cut back to $1.00 below the safe harbor amount, and we will not have a gross-up obligation.

Estimated Value of Post-Termination Payments and Other Benefits under the 1998 and 2006 Change in Control Severance Agreements

The following table presents the estimated value of the payments and other benefits that would be provided to each of our named executive officers upon an involuntary termination following a change in control under the terms of each of our 1998 change in control severance agreements and our 2006 change in control severance agreements discussed above. Our 1998 change in control severance agreements cover a change in control occurring on or prior to December 31, 2008 and a termination of employment during the 36 months thereafter. Our 2006 change in control severance agreements cover a change in control occurring on or after January 1, 2009 and a termination of employment during the 36 months thereafter. Severance payments and other benefits would be made under the 1998 and 2006 agreements only if following a change in control, the named executive officer is terminated by us for any reason (other than for cause as defined in the agreements) or if the named executive officer terminates his employment for good reason as defined in the agreements and only would be made under the agreement in effect at the time of the change in control.

In preparing this table, we have assumed that a change in control occurred on December 29, 2006 and that the named executive officer was immediately terminated, and with respect to our 2006 change in control severance agreements, we have assumed that such agreements were in effect and applicable as of December 29, 2006. Although not effective for a change in control occurring on December 29, 2006, we have presented the estimated value of payments and benefits under the 2006 agreements for comparative purposes.

As further described in the narrative following the table, the table below is intended to reflect only estimated incremental post-termination payments and other benefits attributable to the 1998 and 2006 change in control severance agreements and accordingly does not include (1) estimated amounts that would be realized upon vesting of stock options, performance share unit awards and restricted stock unit awards upon a retirement or a change in control for all participants generally under our stock incentive plans (estimates of these amounts are provided above under Generally Applicable Company Policies and Plans), (2) the estimated value of pension and health and welfare benefits that would be received upon termination of employment under our pension and health and welfare plans absent the change in control severance agreements (estimates of these amounts are provided above under Pension Benefits and Generally Applicable Company Policies and Plans), and (3) previously earned compensation the receipt of which was deferred until retirement or other termination (which is reported in the table in the section entitled Non-Qualified Deferred Compensation and the table entitled Securities Owned by Management). Estimates of potentially required gross-up payments for excise and related taxes under our 1998 and 2006 change in control severance agreements are provided in the narrative following the table.

The amounts presented in the following table are estimates only and do not necessarily reflect the actual value of the payments and other benefits that would be received by the named executive officers, which would be known only at the time that employment actually terminates and if a change in control were actually to occur. Accordingly, please refer to the narrative following the tables for additional explanations and assumptions made in making these estimates.

Estimated Value of Post-Termination Payments and Other Benefits under the 1998 and 2006 Change in Control Severance Agreements (as of December 29, 2006)

(Dollar amounts in thousands)


Name	Cash Severance		Termination Year Cash Incentive Award (i.e., Bonus)		Incremental Pension Benefits		Incremental Health and Welfare Benefits		Perquisites		Total
Robert Essner*
1998 Agreement/td>	$	56,955.6	$	2,700.0	$	7,770.3	$	7.5	$	316.8	$	67,750.2
(Effective through December 31, 2008)

2006 Agreement	$	12,186.0	$	2,400.0	$	7,770.3	$	7.5	$	85.0	$	22,448.8
(Effective January 1, 2009)

Bernard Poussot
1998 Agreement	$	22,723.8	$	1,260.0	$	14,601.2	$	181.6	$	418.3	$	39,184.9
(Effective through December 31, 2008)

2006 Agreement	$	6,408.0	$	1,126.0	$	14,486.9	$	181.6	$	85.0	$	22,287.5
(Effective January 1, 2009)

Kenneth J. Martin
1998 Agreement	$	19,289.0	$	1,072.5	$	11,763.6	$	191.2	$	41.5	$	32,357.8
(Effective through December 31, 2008)

2006 Agreement	$	5,272.5	$	957.5	$	9,399.5	$	191.2	$	85.0	$	15,905.7
(Effective January 1, 2009)

Robert R. Ruffolo, Jr., Ph.D.
1998 Agreement	$	20,867.8	$	917.2	$	3,885.2	$	162.9	$	41.5	$	25,874.6
(Effective through December 31, 2008)

2006 Agreement	$	4,621.9	$	813.7	$	3,885.2	$	162.9	$	85.0	$	9,568.7
(Effective January 1, 2009)

Joseph M. Mahady
1998 Agreement	$	14,504.6	$	865.3	$	8,599.6	$	189.5	$	41.5	$	24,200.5
(Effective through December 31, 2008)

2006 Agreement	$	4,436.6	$	783.3	$	7,330.9	$	189.5	$	85.0	$	12,825.3
(Effective January 1, 2009)

The above table does not reflect the employment agreement that we entered into with Mr. Essner on January 25, 2007, which is described in detail below, as this agreement was not in effect on December 29, 2006. If such agreement were in effect at December 29, 2006, in the event of termination of Mr. Essners employment following a change in control, Mr. Essner also would be entitled to additional perquisites with an estimated value of $1.6 million.

Cash Severance. Amounts shown in the above table represent estimated cash severance payments calculated in accordance with the 1998 and 2006 change in control severance agreements assuming termination at December 29, 2006.

Termination Year Cash Incentive Award (i.e., Bonus). Amounts shown in the above table for the 1998 change in control severance agreements represent a pro-rated annual award (100% because termination is assumed to occur as of December 29, 2006), based on the highest annual cash incentive award awarded to the named executive officer for any of the last three completed fiscal years. Amounts shown in the above table for the 2006 change in control severance agreements represent a pro-rated annual award (100% because termination is assumed to occur as of December 29, 2006) based on the average of the named executive officers three highest annual cash incentive awards over the prior five years.

Incremental Pension Benefits. Amounts shown in the above table represent the estimated incremental pension benefits associated with termination following a change in control due to the change in control severance agreements. Specifically, for the 1998 change in control severance agreements, the amounts shown in the above table represent the incremental increase under the agreements (from a retirement absent a change in control) in the lump-sum value of benefits based on a retirement following a change in control on December 29, 2006. For the 2006 change in control severance agreements, the amounts shown in the above table represent the incremental increase under the agreements (from a retirement absent a change in control) in the lump-sum value of benefits based on a retirement following a change in control on December 29, 2006 for Mr. Essner and Dr. Ruffolo and the incremental increase in the present value of the lump-sum value at age 55 for Messrs. Poussot, Martin and Mahady.

Under our pension plans, individuals may elect to receive pension benefits (including the incremental benefit from the change in control severance agreements) in a lump sum or various annuity forms. In accordance with the applicable plan documents, the lump-sum benefits were calculated with a discount rate of 3.3%, which is determined quarterly, and GATT mortality. The total (not incremental) annual single life annuity would be $2,158,651 for Mr. Essner, $1,394,010 for Mr. Poussot, $1,092,503 for Mr. Martin, $436,679 for Dr. Ruffolo and $975,228 for Mr. Mahady. Absent a change in control, the total single life annuity per year for their lives would be $1,675,592 for Mr. Essner and $208,738 for Dr. Ruffolo commencing immediately and $572,945, $517,678 and $541,057 for each of Mr. Poussot, Mr. Martin and Mr. Mahady, respectively, in each case commencing at age 55.

Incremental Health and Welfare Benefits. As described above, under retirement policies generally applicable to all U.S. salaried employees, Mr. Essner by virtue of his age and years of service is entitled to retiree medical benefits upon any termination. In addition, under the 1998 and 2006 change in control severance agreements, three years of continuation of certain other welfare benefits also would be provided, which comprise the incremental amounts shown for Mr. Essner in the above table. All other named executive officers become eligible for retiree medical benefits and three years of dental, life insurance and other retiree benefits under the terms of the 1998 and 2006 change in control severance agreements, and the amounts shown in the table above represent the estimated value of these benefits.

Perquisites. For the 1998 change in control severance agreements, the amounts shown in the above table represent an estimate of the value of three years of continued perquisites and other programs in which the executive participated prior to termination (based on three times the amount of perquisites included in the Summary Compensation Table under All Other Compensation for 2006) plus $25,000 for outplacement services. For the 2006 change in control severance agreements, the amounts shown in the above table represent a $60,000 payment in lieu of continuation of perquisites and $25,000 for outplacement services.

Gross-Up for Excise Taxes. The above table does not include additional potentially required gross-up payments for excise and related taxes that may be payable in connection with a change in control under our 1998 and 2006 change in control severance agreements. In general, Section 4999 of the Internal

Revenue Code imposes a 20% excise tax on an executive on certain payments made to him in connection with a change in control. Our 1998 and 2006 change in control severance agreements generally provide that we will put our executives in the same after-tax position that they would have been in but for the imposition of this excise tax. In general, this excise tax is imposed upon payments and benefits paid to the executive that are contingent upon a change in control transaction, which in our case would include payments made under our change in control severance agreements as well as pursuant to the terms of our stock incentive plans (e.g., vesting of equity awards upon a change in control).

The following are estimates of gross-up payments under each of the change in control severance agreements, calculated as if a change in control transaction had occurred on December 29, 2006 and the executive had been terminated on the same day, calculated by our Compensation and Benefits Committees consultant: $49.2 million (1998 agreement) or $25.1 million (2006 agreement) for Mr. Essner; $25.9 million (1998 agreement) or $16.2 million (2006 agreement) for Mr. Poussot; $21.9 million (1998 agreement) or $12.5 million (2006 agreement) for Mr. Martin; $16.7 million (1998 agreement) or $8.0 million (2006 agreement) for Dr. Ruffolo; and $16.0 million (1998 agreement) or $9.5 million (2006 agreement) for Mr. Mahady.

The foregoing estimates are based on a number of assumptions. Facts and circumstances at the time of any change in control transaction and termination thereafter as well as changes in the applicable named executive officers compensation history preceding such a transaction could materially impact whether and to what extent the excise tax will be imposed and therefore the amount of any potential gross-up. For purposes of performing these calculations, we have made the following additional assumptions: an individual effective tax rate of 42.37% (composed of a federal tax rate of 35.00%, a New Jersey state tax rate of 6.37% and FICA/FUTA of 1.45%) and 120% Applicable Federal Semi-annual Rate (AFR) as of December 2006 (for short-term 5.89%, mid-term 5.62% and long-term 5.81%). AFR is applicable in determining the value of accelerating vesting of stock options and restricted stock units in computing these excise taxes.

Employment AgreementMr. Essner

On January 25, 2007, we entered into an employment agreement with Mr. Essner in order to secure Mr. Essners continued services and his agreement that, following termination of his employment, he will assist us with litigation and regulatory matters and refrain from competing against us.

The employment agreement provides that for a period of five years after termination of his employment, Mr. Essner will provide reasonable assistance to us with regulatory and litigation matters as to which he had any particular knowledge in connection with his employment at Wyeth. Mr. Essner also has agreed not to compete against us or solicit any of our employees or significant customers, clients or distributors during this five-year period.

The employment agreement provides that, upon any termination, Mr. Essner will receive his salary through the date of termination and any accrued but unpaid vacation, and he will retain all of his rights to benefits earned prior to termination under Company benefit plans in which he participates.

Upon any termination of Mr. Essners employment by us other than for cause (as defined in the employment agreement), by us following his 65^th birthday or by Mr. Essner for any reason, he will be entitled to any earned but unpaid annual cash incentive award for the preceding year, payment of a pro-rated annual cash incentive award (i.e., bonus) for the year in which the termination occurs, vesting of all outstanding time-based equity awards and performance-based equity awards (if, when and to the extent applicable performance targets are met) consistent with the terms of our generally applicable Company equity plans, and retiree health and welfare benefits in accordance with our generally applicable retirement policy. Until the earlier to occur of (1) Mr. Essners death or (2) a five-year period after any such termination of employment, we also will provide to Mr. Essner reasonable home and personal security, an office and secretarial support, up to 75 hours annually of personal use of the Company aircraft and access to a company-provided car and driver for occasional personal use.

In addition, unless Mr. Essner has reached the age of 65, upon any termination by us without cause or by Mr. Essner for good reason (as defined in the agreement), subject to entering into a release of claims, we will (1) pay to Mr. Essner a lump sum equal to two times the sum of his then-current base salary and the average of the highest three annual bonuses he earned in the five immediately preceding bonus years and (2) credit Mr. Essner with two additional years of service and age for purposes of the Wyeth Supplemental Executive Retirement Plan and the Wyeth Executive Retirement Plan. We are entitled to discontinue the payments referred to in this paragraph and to recover any amounts already paid and to discontinue the benefits referred to in the second sentence of the prior paragraph, if Mr. Essner fails to provide the post-termination assistance or comply with the post-termination covenants described above. Upon any termination of Mr. Essners employment in connection with a change in control transaction, the terms of Mr. Essners change in control severance agreement (described above) would apply and supersede the terms of the employment agreement, other than with respect to the provision of the benefits described in the second sentence of the prior paragraph.

If this agreement had been in effect at December 29, 2006 and assuming a termination of Mr. Essners employment as of that date (other than following a change in control, which is addressed above under Change in Control Severance Agreements), Mr. Essner would have been entitled to receive (1) an estimated $1.6 million in perquisites in the event of voluntary termination/retirement and (2) in the event of termination by us not for cause or by Mr. Essner for good reason, an estimated $8.7 million in cash severance payable in a lump sum, an estimated $3.4 million in estimated incremental pension benefits and an estimated $1.6 million in perquisites. In addition, under the circumstances described in clauses (1) and (2), Mr. Essner also would be entitled to a termination-year cash incentive award (i.e., bonus) determined by the Compensation and Benefits Committee. The foregoing amounts are estimates only and do not necessarily reflect the actual value of the payments and other benefits that would be received by Mr. Essner in the event of an actual termination event in the future, which would be known only at the time that he becomes eligible to receive payments and benefits.

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