Committee Uses in 409A Benefit Amendments Clause

409A Benefit Amendments from Amended and Restated

The Plan supplements the benefits of Participants whose benefits under the Retirement Plan are limited as a result of Deferrals or by operation of the Code Limits. The Plan is intended to constitute an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meaning of ERISA and shall be construed and administered accordingly.

409A Benefit Amendments. Notwithstanding any provision in the Plan to the contrary, with respect to a Participants 409A Benefit, the Board of Directors, the Committee or the Committee (organization) values">Deferred Compensation Tax Compliance Committee shall have the independent right, prospectively and/or retroactively, to amend or modify the Plan in accordance with Section 409A, in each case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee deems such action to be necessary or advisable to address regulatory or other changes or developments that affect the terms of the Plan with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under this Section 9.2 shall be final, conclusive and binding on all persons.

409A Benefit Amendments from Amended and Restated

The Wyeth Retirement Plan for Foreign Based Employees (the Plan) was first adopted effective as of January 1, 1977. The purpose of the Plan is to provide a retirement benefit to eligible employees of the Company who perform services for the Company across multiple jurisdictions.

409A Benefit Amendments. Notwithstanding any provision in the Plan to the contrary, with respect to a Participants Plan Benefit, the Board of Directors, the Committee or the Committee (organization) values">Deferred Compensation Tax Compliance Committee shall have the independent right, prospectively and/or retroactively, to amend or modify the Plan in accordance with Section 409A, in each case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee deems such action to be necessary or advisable to address regulatory or other changes or developments that affect the terms of the Plan with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under this Section 9.2 shall be final, conclusive and binding on all persons.

409A Benefit Amendments from Amended and Restated

The purpose of the Plan is to provide competitive executive retirement benefits for key executives and to enhance the ability of the Company to attract and retain key senior executives. The Plan is intended to constitute an unfunded deferred compensation plan for a select group of management or highly compensated employees within the meaning of ERISA, and shall be construed and administered accordingly.

409A Benefit Amendments. Notwithstanding any provision in the Plan to the contrary, with respect to a Participants 409A Benefit, the Board of Directors, the Committee or the Committee (organization) values">Deferred Compensation Tax Compliance Committee shall have the independent right, prospectively and/or retroactively, to amend or modify the Plan in accordance with Section 409A, in each case, without the consent of any Participant, to the extent that the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee deems such action to be necessary or advisable to address regulatory or other changes or developments that affect the terms of the Plan with the intent of effecting Section 409A Compliance. Any determinations made by the Board of Directors, the Committee or the Deferred Compensation Tax Compliance Committee under this Section 9.3 shall be final, conclusive and binding on all persons.