The Compensation and Benefits Committee of the Board of Directors Uses in Definitions Clause

Definitions from Restricted Stock Plan

Definitions. Whenever used herein, unless the context otherwise indicates, the following terms shall have the respective meaning set forth below: Act: The Securities Exchange Act of 1934, as amended. Applicable Transition Relief: The following transition guidance, as applicable, with respect to the application of Section 409A: (a) I.R.S. Notice 2005-1, I.R.B. 274 (published as modified on January 6, 2005), (b) Section XI.C. of the preamble to the proposed Treasury Regulations under Section 409A, (70 F.R. 57930; October 4, 2005), (c) I.R.S. Notice 2006-79, I.R.B. 2006-43 and (d) I.R.S. Notice 2007-86, I.R.B. 2007-46. Board Membership: The period of time during which a person serves on the Board of Directors, regardless of whether occurring before or after the Effective Date. Board of Directors (or Board): The Board of Directors of the Company. Code: The Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder. Committee: The Compensation and Benefits Committee of the Board of Directors appointed to administer the Plan in accordance with Section 7 hereof. Common Stock: Common Stock, par value $.33 1/3 per share, of the Company. Company: Wyeth or any successor to it in ownership of substantially all of its assets, whether by merger, consolidation or otherwise. Director: Any member of the Board of Directors. Disability: A medically determinable physical or mental impairment which renders a participant substantially unable to function as a Director. Effective Date: The date specified in Section 10 hereof. Eligible Director (or Non Employee Director): Any Director who is not an employee or former employee of the Company or any of its subsidiaries or affiliates and who is elected as a Director prior to January 1, 2006. Participant: Each Director to whom Restricted Stock is granted under the Plan. Plan: The 1994 Restricted Stock Plan for Non-Employee Directors of Wyeth. Restricted Period: The period of time from the date of grant of the Restricted Stock until the earliest to occur of the events described in Section 4(b) hereof. Retirement Benefit: A normal benefit payable under the Retirement Plan. Retirement Plan: The Wyeth Retirement Plan for Outside Directors, as amended. Restricted Stock: (a) Common Stock granted under the Plan or (b) units that are settled in shares of Common Stock at the rate of one share of Common Stock for each unit granted, and which, in either case, are subject to restrictions in accordance with Section 4 hereof. Restricted Stock that is earned and vested (for purposes of Section 409A of the Code) as of December 31, 2004 shall be separately tracked. Section 409A: Section 409A of the Internal Revenue Code of 1986, as amended, and the rulings and regulations thereunder. Section 409A Compliance: This term has the meaning set forth in Section 8. Specified Employee: (a) Each specified employee, as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12- month period ending on December 31st of a calendar year and (b) to the extent not otherwise included in (a) hereof, each of the top-100 paid individuals (based on taxable wages as reported in Box 1 of Form W-2 for the 12- month period ending on December 31st of such calendar year plus amounts that would be included in wages for such 12 month period but for pre-tax deferrals to a tax-favored retirement plan or cafeteria plan or for qualified transportation benefits) who performed services for the Company at any time during the 12- month period ending on December 31st of such calendar year. A Participant shall be treated as a Specified Employee for the 12-month period beginning on April 1st of the calendar year following the calendar year for which the determination under clause (a) or (b) of this definition is made. Termination of Board Membership: (a) The date on which the Board Membership of a Participant terminates, provided that such termination constitutes a separation from service from the Company and its affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto or (b) such later date on which the Participant incurs a separation from service from the Company and its affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto. Year of Board Membership: 365 consecutive days of Board Membership.

Definitions from Restricted Stock Plan

Definitions. Whenever used herein, unless the context otherwise indicates, the following terms shall have the respective meaning set forth below: Act: The Securities Exchange Act of 1934, as amended. Applicable Transition Relief: The following transition guidance, as applicable, with respect to the application of Section 409A: (a) I.R.S. Notice 2005-1, I.R.B. 274 (published as modified on January 6, 2005), (b) Section XI.C. of the preamble to the proposed Treasury Regulations under Section 409A, (70 F.R. 57930; October 4, 2005), (c) I.R.S. Notice 2006-79, I.R.B. 2006-43 and (d) I.R.S. Notice 2007-86, I.R.B. 2007-46. Board Membership: The period of time during which a person serves on the Board of Directors, regardless of whether occurring before or after the Effective Date. Board of Directors (or Board): The Board of Directors of the Company. Code: The Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder. Committee: The Compensation and Benefits Committee of the Board of Directors appointed to administer the Plan in accordance with Section 7 hereof. Common Stock: Common Stock, par value $.33 1/3 per share, of the Company. Company: Wyeth or any successor to it in ownership of substantially all of its assets, whether by merger, consolidation or otherwise. Director: Any member of the Board of Directors. Disability: A medically determinable physical or mental impairment which renders a participant substantially unable to function as a Director. Effective Date: The date specified in Section 10 hereof. Eligible Director (or Non Employee Director): Any Director who is not an employee or former employee of the Company or any of its subsidiaries or affiliates and who is elected as a Director prior to January 1, 2006. Participant: Each Director to whom Restricted Stock is granted under the Plan. Plan: The 1994 Restricted Stock Plan for Non-Employee Directors of Wyeth. Restricted Period: The period of time from the date of grant of the Restricted Stock until the earliest to occur of the events described in Section 4(b) hereof. Retirement Benefit: A normal benefit payable under the Retirement Plan. Retirement Plan: The Wyeth Retirement Plan for Outside Directors, as amended. Restricted Stock: (a) Common Stock granted under the Plan or (b) units that are settled in shares of Common Stock at the rate of one share of Common Stock for each unit granted, and which, in either case, are subject to restrictions in accordance with Section 4 hereof. Restricted Stock that is earned and vested (for purposes of Section 409A of the Code) as of December 31, 2004 shall be separately tracked. Section 409A: Section 409A of the Internal Revenue Code of 1986, as amended, and the rulings and regulations thereunder. Section 409A Compliance: This term has the meaning set forth in Section 8. Specified Employee: (a) Each specified employee, as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) any time during the 12 month period ending on December 31st of a calendar year and (b) to the extent not otherwise included in (a) hereof, each of the top-100 paid individuals (based on taxable wages as reported in Box 1 of Form W-2 for the 12- month period ending on December 31st of such calendar year plus amounts that would be included in wages for such 12 month period but for pre-tax deferrals to a tax-favored retirement plan or cafeteria plan or for qualified transportation benefits) who performed services for the Company at any time during the 12- month period ending on December 31st of such calendar year. A Participant shall be treated as a Specified Employee for the 12-month period beginning on April 1st of the calendar year following the calendar year for which the determination under clause (a) or (b) of this definition is made. Termination of Board Membership: (a) The date on which the Board Membership of a Participant terminates, provided that such termination constitutes a separation from service from the Company and its affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto or (b) such later date on which the Participant incurs a separation from service from the Company and its affiliates that meets the requirements of the default provisions of Treasury Regulation Section 1.409A-1(h) or the successor thereto. Year of Board Membership: 365 consecutive days of Board Membership.

Definitions from Restricted Stock Plan

Definitions. Whenever used herein, unless the context otherwise indicates, the following terms shall have the respective meaning set forth below: Act: The Securities Exchange Act of 1934, as amended. Board Membership: The period of time during which a person serves on the Board of Directors, regardless of whether occurring before or after the Effective Date. Board of Directors (or Board): The Board of Directors of the Company. Code: The Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder. Committee: The Compensation and Benefits Committee of the Board of Directors appointed to administer the Plan in accordance with Section 7 hereof. Common Stock: Common Stock, par value $.33 1/3 per share, of the Company. Company: Wyeth or any successor to it in ownership of substantially all of its assets, whether by merger, consolidation or otherwise. Director: Any member of the Board of Directors. Disability: A medically determinable physical or mental impairment which renders a participant substantially unable to function as a Director. Effective Date: The date specified in Section 10 hereof. Eligible Director (or Non Employee Director): Any Director who is not an employee or former employee of the Company or any of its subsidiaries or affiliates and who is elected as a Director prior to January 1, 2006. Notice 2005-1: Notice 2005-1 promulgated by the U.S. Treasury Department and the Internal Revenue Service. Participant: Each Director to whom Restricted Stock is granted under the Plan. Plan: The 1994 Restricted Stock Plan for Non-Employee Directors of Wyeth. Restricted Period: The period of time from the date of grant of the Restricted Stock until the earliest to occur of the events described in Section 4(b) hereof. Retirement Benefit: A normal benefit payable under the Retirement Plan. Retirement Plan: The Wyeth Retirement Plan for Outside Directors, as amended. Restricted Stock: (a) Common Stock granted under the Plan or (b) units that are settled in shares of Common Stock at the rate of one share of Common Stock for each unit granted, and which, in either case, are subject to restrictions in accordance with Section 4 hereof. Restricted Stock that is earned and vested (for purposes of Section 409A of the Code) as of December 31, 2004 shall be separately tracked. Year of Board Membership: 365 consecutive days of Board Membership.