0001193125-09-039448 Sample Contracts

Second Amendment to the Restricted Stock Trust Agreement Under the Wyeth Stock Incentive Plans
Restricted Stock Trust Agreement • February 27th, 2009 • Wyeth • Pharmaceutical preparations

This Amendment (the “Amendment”) is hereby entered into effective as of January 1, 2008, by and between Wyeth (the “Company”) and Jack O’Connor (the “Trustee”):

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WYETH RESTRICTED STOCK GRANT AGREEMENT UNDER 1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS DATED: [ , 2007] NUMBER OF SHARES OF RESTRICTED STOCK: 800
Restricted Stock Grant Agreement • February 27th, 2009 • Wyeth • Pharmaceutical preparations • Delaware

Under the terms and conditions of this Agreement and of the 1994 Restricted Stock Plan for Non-Employee Directors of Wyeth (“Plan”), a copy of which has been delivered to you and is made a part hereof, the Company hereby grants to the Director named above the number of shares of Restricted Stock specified above. Except as provided herein, the terms used in this Agreement shall have the same meanings as in the Plan.

WYETH RESTRICTED STOCK UNIT GRANT AGREEMENT [NAME] UNDER 1994 RESTRICTED STOCK [ADDRESS] PLAN FOR NON-EMPLOYEE DIRECTORS DATED: [ ], 200[ ] NUMBER OF STOCK UNITS: [ ]
Restricted Stock Unit Grant Agreement • February 27th, 2009 • Wyeth • Pharmaceutical preparations • Delaware

Under the terms and conditions of this Agreement and of the 1994 Restricted Stock Plan for Non-Employee Directors of Wyeth (“Plan”), a copy of which has been delivered to you and is made a part hereof, the Company hereby grants to the Director named above the number of stock units specified above. Each stock unit shall correspond to one share of Common Stock. Except as provided herein, the terms used in this Agreement shall have the same meanings as in the Plan.

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