EXHIBIT 10(i)

PFIZER INC.

STOCK AND INCENTIVE PLAN

(As amended through 1/97)

1. Purpose

The purpose of the Stock and Incentive Plan (known as the "Stock Option and Incentive Plan of 1965 as amended" prior to the 1980 amendment thereof and hereinafter called the "Plan") is to furnish a material incentive to employees of the Company and its subsidiaries by making available to them the benefits of a larger Common Stock ownership in the Company through stock options and otherwise. It is believed that these increased incentives will not only induce the continued service of employees but will also stimulate their efforts towards the continued success of the Company and its subsidiaries, as well as assist in the recruitment of new employees.

2. Administration

Except to the extent otherwise provided in Section 4, the Plan shall be administered by the Employee Compensation and Management Development Committee, which is authorized, subject to the provisions of the Plan, to promulgate such rules and regulations as it deems necessary for the proper administration of the Plan and to make such determinations and to take all action in connection therewith or in relation to the Plan as it deems necessary or advisable.

3. Total Number of Shares

Subject to the provisions of Section 6(h), the maximum amount of stock which may be issued under the Plan is 169,000,000* shares of the Common Stock of

the Company (comprised of 12,000,000* shares authorized in 1965, 12,000,000*
shares authorized in 1969, 12,000,000** shares authorized in 1972, 12,000,000**
shares authorized in 1975, 12,000,000** shares authorized in 1980, 20,000,000***
shares authorized in 1983, 22,000,000*** shares authorized in 1986,

22,000,000*** shares authorized in 1989, 22,000,000**** shares authorized in 1992, and 23,000,000 shares authorized in 1996). No participant shall be granted
(i) options which would result in such participant receiving more than 240,000* shares of the total number of shares authorized in 1965, more than 240,000* shares of the total number of shares authorized in 1969, or more than 240,000** shares of the total number of shares authorized in 1972, or (ii) options or awards which would result in such participant receiving more than 240,000** shares of the total number of shares authorized in 1975, more than 400,000** shares of the total number of shares authorized in 1980, more than 400,000*** shares of the total number of shares authorized in 1983, more than 600,000*** shares of the total number of shares authorized in 1986, more than 600,000*** shares of the total number of shares authorized in 1989, more than 600,000**** shares of the total number of shares authorized in 1992, more than 600,000 shares of the total number of shares authorized in 1996, or (iii) any option, stock award or performance unit award which would result in ownership by such participant of more than five percent of the stock of the Company within the meaning of Section 422(b)(7) of the Internal Revenue Code, or (iv) [i] any incentive

stock option, as defined in Section 422A(b) of the Internal Revenue Code, granted on or before December 31, 1986, which would result in such participant receiving a grant of incentive stock options in any calendar year for stock exceeding $100,000, in aggregate fair market value, determined as of the time the option is granted, plus any unused limit carryover, as defined in Section 422A(c)(4) of the Internal Revenue Code, to the year in which such option is granted or [ii] any incentive stock option granted after December 31, 1986, which would result in such participant receiving a grant of incentive stock options for stock that would have an aggregate fair market value in excess of $100,000, determined as of the time that the option is granted, that would be exercisable for the first time by such participant during any calendar year. No option with respect to any shares authorized in 1975 shall be granted to the extent that shares authorized in 1972 are available therefor, or with respect to any shares authorized in 1980 to the extent that shares authorized in 1972 or shares authorized in 1975 are available therefor, or with respect to any shares authorized in 1983 to the extent that shares authorized in 1972, 1975 or 1980 are available therefor, or with respect to any shares authorized in 1986 to the extent that shares authorized in 1972, 1975, 1980 or 1983 are available therefor, or with respect to any shares authorized in 1989 to the extent that shares authorized in 1972, 1975, 1980, 1983, or 1986 are available therefor, or with respect to any shares authorized in 1992 to the extent that shares authorized in 1972, 1975, 1980, 1983, 1986 or 1989 are available therefor or with respect to any shares authorized in 1996 to the extent that shares authorized in 1972, 1975, 1980, 1983, 1986, 1989, or 1992 are available therefor. With respect to all options and stock awards granted on or after January 1, 1972, the records of the Company shall specify the number of shares authorized in 1965, the number of shares authorized in 1969, the number of shares authorized in 1972, the number of shares authorized in 1975, the number of shares authorized in 1980, the number of shares authorized in 1983, the number of shares authorized in 1986, the number of shares authorized in 1989, the number of shares authorized in 1992 and the number of shares authorized in 1996 covered by such options or awards. None of the shares authorized in 1965, 1969 or 1972 shall be available for stock awards.

* Adjusted for the three-for-one stock split in 1970, the two-for-one stock split in 1983 and the two-for-one stock split in 1991, and the two-for-one stock split in 1995.

** Adjusted for the two-for-one stock split in 1983, and the two-for-one stock split in 1991, and the two-for-one stock split in 1995.

*** Adjusted for the two-for-one stock split in 1991, and the two-for-one stock split in 1995.

**** Adjusted for the two-for-one stock split in 1995.

4. Participation in Plan

All employees of the Company or its subsidiaries shall be eligible to participate in this Plan. From time to time, the Employee Compensation and Management Development Committee shall determine the employees who shall be granted options under the Plan, the number of shares of Common Stock to be optioned to each such employee, and whether such options shall be "Qualified Stock Options" as defined in Section 422 of the Internal Revenue Code, "incentive stock options" as defined in Section 422A of the Internal Revenue Code, or non-qualified stock options, or Tandem Options as defined herein; and shall determine the individual employees who shall be granted stock appreciation rights under the Plan pursuant to Section 7; and who shall be awarded shares under the Plan pursuant to Section 8, as well as the number of shares of Common Stock to be so awarded, and the restrictions, if any, to be placed thereon and who shall be granted performance unit awards under the Plan pursuant to Section 9 and tandem awards under the Plan pursuant to Section 10; provided, however, that in the case of employees who are also directors of the Company or officers of the Company in categories designated by the Executive Compensation and Management Development Committee, the Executive Compensation and Management Development Committee shall make these determinations; and provided further, that the Executive Compensation and Management Development Committee, or such other Committee as the Board of Directors may appoint, shall make all determinations with respect to all stock appreciation rights that are exercisable in cash or partly in stock and partly in cash and with respect to all options related thereto.

5. Term of Plan

No option with respect to shares authorized in or prior to 1969 under this Plan shall be granted pursuant to this Plan after December 31, 1978, no option with respect to shares authorized in 1972 shall be granted pursuant to this Plan after December 31, 1992, no option, stock appreciation right or stock award, with respect to shares authorized in 1975 shall be granted pursuant to this Plan after December 31, 1992, no option, stock appreciation right, stock award, performance unit award or tandem award with respect to shares authorized in 1980 shall be granted pursuant to this Plan after December 31, 1992, no option, stock appreciation right, stock award, performance unit award or tandem award with respect to shares authorized in 1983 shall be granted pursuant to this Plan after December 31, 1992, no option, stock appreciation right, stock award, performance unit award or tandem award with respect to shares authorized in 1986 shall be granted pursuant to this Plan after December 31, 1995, no option, stock appreciation right, stock award, performance unit award or tandem award with respect to shares authorized in 1989 shall be granted pursuant to this Plan after December 31, 1998, no option, stock appreciation right, stock award, performance unit award or tandem award with respect to shares authorized in 1992 shall be granted pursuant to this Plan after December 31, 2001, no option, stock appreciation right, stock award, performance unit award or tandem award with respect to shares authorized in 1996 shall be granted pursuant to this Plan after December 31, 2005, but options, stock appreciation rights, performance unit awards, tandem awards and restrictions on awards may extend beyond such dates.

6. Terms and Conditions of Options

All options under the Plan shall be subject to the following terms and conditions:

(a) Option Price. The option price per share shall be not less than the fair market value of the Common Stock on the date the option is granted, as determined by the Committee in accordance with applicable provisions of the Internal Revenue Code and Treasury Department rulings and regulations thereunder.

(b) Number of Shares. The option shall state the number of shares of Common Stock covered thereby.

(c) Payment. At the time of the exercise of the option the option price shall be payable in cash and/or, if the option so provides, in shares of Common Stock valued at the market price at the time the option is exercised. The Committee may in its discretion require or permit payroll deductions or other suitable means to enable optionees to accumulate sufficient funds to exercise their options and pay the option price.

(d) Term of Option. A qualified option shall provide that it shall not be exercisable after the expiration of five years from the date such option is granted. An incentive stock option shall provide that it shall not be exercisable after the expiration of ten years from the date such option is granted. A non-qualified option may be exercisable for a period greater than ten years if so provided in the terms of the option.

(e) Exercise of Option. No option may be exercised during the first year of its term or such longer period as may be specified in the option; provided, however, in the event of a "Change of Control" of the Company, as that term is defined in Section 11(e), the Board may in its discretion make any options that are not yet exercisable immediately exercisable, and further provided the Committee may in its discretion make any options that are not yet exercisable immediately exercisable in cases where (i) an optionee's employment is to be terminated due to a divestiture or downsizing of a business, (ii) in the case of a retiring optionee who holds options with extended vesting provisions, or (iii) otherwise, where the Committee determines that such action is appropriate to prevent inequities with respect to an optionee. Thereafter, an optionee, subject to the terms of the option, may exercise the option in whole at any time or in part from time to time by giving written notice thereof addressed to the Treasurer of the Company, specifying the number of shares to be purchased and accompanied by payment of the option price therefor. In the event of death, the person designated in the optionee's Will, or in the absence of such designation, the legal representative of an optionee, or if a legal representative of the optionee has not been appointed, the optionee's surviving spouse, may in like manner exercise the option provided the same was exercisable by the optionee at the time of his death, but such privilege shall expire, subject to Section 6(d) and 6(g) (iii) hereof, (i) with respect to options granted on or before January 23, 1975, six months after the death of the optionee, unless the option shall be amended to substitute a one year period for such six month period or (ii) with respect to options granted after January 23, 1975,

one year after the death of the optionee; provided, however, in any event that if the option is not exercised by the last day in which it is exercisable, the option shall be exercised and the proceeds paid to the deceased optionee's estate.

(f) Outstanding Options. Any qualified option (referred to in this paragraph as "new Qualified Option") shall provide that it may not be exercised while there is outstanding any qualified stock option or restricted stock option which was granted to the optionee to purchase stock in the Company or a parent or subsidiary corporation of the Company (as defined, respectively, by sections 425(e) and (f) of the Internal Revenue Code of 1954) or in a predecessor corporation of any of such corporations, before the granting of said new Qualified Option. This limitation on exercise shall not apply during such time as such outstanding qualified or restricted options are to purchase Common Stock and the option price thereunder (determined as of the date of grant of the new option) is not more than the option price of the new Qualified Option.

(g) Termination of Option. The option, to the extent not exercised, shall terminate upon its expiration as set forth in Section 6(d) hereof, its surrender as set forth in Section 11(c) hereof, or upon breach by the optionee of any provision of the option, or when the optionee ceases to be an employee for any reason including retirement, whichever event shall first occur; however, if the option so provides, the Committee in its discretion may permit the optionee to exercise the option for reasons of hardship up to twelve months after termination, assuming that the option was otherwise exercisable; further except that, subject to Section 6(d) hereof (i) the optionee, if his employment is terminated as a result of a disability, and provided the option was exercisable at the time of termination of employment, may elect to exercise the option, subject to Section 6(e) hereof, within twelve months after the date of termination, (ii) in the event of his death while an employee, the option shall terminate as provided in Section 6(e) hereof, and (iii) notwithstanding subsections (i) and (ii) above, if the option so provides, in the event that the optionee has retired or is eligible for retirement under Sections 4a., b. or d. of the Company's Retirement Annuity Plan, or as the same may be amended from time to time, or under any pension or retirement plan maintained by the Company or any of its subsidiaries, the optionee, or in the event of death, the person designated in the optionee's Will, or in the absence of such designation, the legal representative of such optionee, or if a legal representative of the optionee has not been appointed, the optionee's surviving spouse, may elect to exercise the option at any time until such option expires by its terms; provided, however, in any event that if the option is not exercised by the last day in which it is exercisable, the option shall be exercised and the proceeds paid to the deceased optionee's estate; any subsequent reemployment of the optionee by the Company shall not affect such optionee's right to exercise the option as provided in this subsection (iii).

(h) Recapitalization. In the event of any change in the number or kind of outstanding shares of Common Stock of the Company by reason of a recapitalization, merger, consolidation, reorganization, separation, liquidation, stock split, stock dividend, combination of shares or any other change in the corporate structure or shares of stock of the Company, an appropriate adjustment will be made automatically, in accordance with applicable provisions of the Internal Revenue Code and Treasury Department rulings and regulations thereunder, in the number and kind of shares for which options may thereafter be granted both in the aggregate and as to each

optionee, as well as in the number and kind of shares subject to options theretofore granted and the option price payable upon exercise of such options.

(i) Transferability. The option shall provide that it will not be transferable by the optionee other than by Will or the laws of descent and distribution and shall be exercisable, during the optionee's lifetime, only by him; provided, however, that the Committee in its discretion may grant (or sanction by way of an amendment to an existing grant) non-qualified stock options which may be transferred by the optionee, solely as gifts during the optionee's lifetime, to any member of the optionee's immediate family or to a trust established for the exclusive benefit of one or more members of the optionee's immediate family, in which case the terms of such option shall so state. A transfer of an option pursuant to this subjection may be effected only by the Company at the written request of an optionee and shall become effective only when recorded in the Company's record of outstanding options. In the event an option is transferred as contemplated in this subsection, such option may not be subsequently transferred by the transferee other than by Will or the laws of descent and distribution, such option shall continue to be governed by and subject to the terms and conditions of this Plan and the relevant grant, and the transferee shall be entitled to the same rights as the optionee as if no transfer had taken place. As used in this subsection, "immediate family" shall mean any spouse, child, stepchild or grandchild, and shall include relationships arising from legal adoption.

(j) Applicable Law. The option shall contain a provision that it may not be exercised at a time when the exercise thereof or the issuance of shares thereunder would constitute a violation of any federal or state law or listing requirements of the New York Stock Exchange for such shares.

(k) Incorporation by Reference. The option shall contain a provision that all the applicable terms and conditions of this Plan are incorporated by reference therein.

(l) Tandem Award. Any option constituting a part of a tandem award authorized by Section 10 hereof shall be subject to the terms and conditions of such award.

(m) Other Provisions. The option shall contain such provisions as the Committee shall deem advisable consistent with the terms of the Plan as herein set forth. In addition, the qualified stock options and the incentive stock options shall contain such other provisions as may be necessary to meet the requirements of the Internal Revenue Code and the Treasury Department rulings and regulations issued thereunder with respect to qualified stock options and incentive stock options.

7. Stock Appreciation Rights

The Committee may, in its discretion, grant stock appreciation rights to the holder of any qualified or non-qualified stock option granted by the Company. Such appreciation rights shall be subject to such terms and conditions consistent with the Plan as the Committee shall impose from time to time, including the following:

(a) An appreciation right may be made part of any such option at the time of its grant or at any time thereafter prior to its expiration;

(b) Upon exercise of an appreciation right the holder shall be entitled to receive:

(i) a number of shares of the Common Stock of the Company determined by dividing:

(1) the number of shares which the optionee selects, not to exceed the total number of shares that the optionee is eligible to purchase as of the exercise date under the related option, multiplied by the amount, if any, by which the fair market value of a share of the Common Stock of the Company on the exercise date exceeds the option price provided in the related option, by

(2) the fair market value of a share of the Common Stock of the Company on the exercise date; provided, however, that the total number of shares which may be received pursuant to the exercise of an appreciation right shall not exceed the total number of shares subject to the related option; or

(ii) if so provided in the award, (a) payment of cash equal to the aggregate fair market value on the date of such exercise of the number of shares of Common Stock determined under clause (i); or (b) in part cash and in part shares; all as determined by the Committee in its sole discretion;

(c) No fractional share or cash in lieu thereof will be issued upon the exercise of any such right; and

(d) Exercise of an appreciation right, in whole or in part, shall exhaust and terminate the related option with respect to the number of shares used in the calculation under subsection (b)(i)(1) of this Section 7 in determining the number of shares issued upon such exercise of the appreciation right (or which would have been issued but for any cash payment). Upon such exercise of an appreciation right, the number of shares subject to reallocation under Section 13 shall be equal to the difference between the number of shares used in the calculation under subsection (b)(i)(1) of this Section 7 and the number of shares issued to the optionee pursuant to such exercise (or which would have been issued but for any cash payment).

8. Stock Awards

Stock awards will consist of shares of Common Stock of the Company issued to participating employees as additional compensation for their services to the Company. Stock awards shall be subject to the provisions of Section 3, this Section 8, Section 11(a), (c) and (d) and, during the period in which the restrictions or the Company's right of reacquisition hereinafter referred to are in effect, Section 11(b). Other than for stock awards determined in accordance with the Company's Performance-Contingent Award Program and paid out under this Plan, as to which

there shall be no waiting period, each stock award to a participant shall provide that the shares subject to such award may not be transferred or otherwise disposed of by the participant prior to the expiration of a period or periods specified therein, which shall not occur earlier than one year following the date of the award (except that the award may permit the earlier lapse of such restriction in the event of the participant's death or disability or retirement pursuant to any pension or retirement plan maintained by the Company or any of its subsidiaries), and that the Company shall have the right to reacquire such shares upon termination of the participant's employment with the Company while such restriction is in effect, such reacquisition to be upon the terms and conditions provided in the award. Stock awards shall also be subject to such other terms and conditions, not inconsistent therewith, as the Committee determines to be appropriate.

9. Performance Unit Awards

Performance unit awards will consist of performance units credited to participating employees. Each award shall specify the initial value of each performance unit, such value to be determined by reference to the book or market value of the Common Stock of the Company or to the Company's earnings or such other criteria related to the Company's performance as the Committee may deem appropriate. The award shall be payable in cash and/or Common Stock of the Company as the Committee shall determine in its sole discretion.

Subject to the provisions of this Section 9 and of Section 11, the Committee shall have exclusive authority to determine additional terms and conditions of each performance unit award. Such terms and conditions may include, without limitation, provisions under which:

(1) On the payment date prescribed in the award a participant shall become entitled to receive the full value of each such unit on such date, or such other amount as such award may specify;

(2) Each unit may accrue earnings determined by reference to earnings per share or dividends paid per share on the Common Stock of the Company, or to the prime or another specified lending rate, or to other criteria specified in the award and payable at such time or times as may be specified therein;

(3) The right of a participant to receive payments in respect of a performance unit may be made subject in whole or in part to the Company's attainment of earnings or other objectives specified in the award; and

(4) The determination of all relevant valuation and other data pertaining to the award shall be in the sole judgment of the Committee. Without limitation of the foregoing, in the event that an amount payable in respect of an award is based in whole or in part on the Company's earnings or the book value of its Common Stock, the Committee may make such adjustments to the publicly reported amounts of the Company's consolidated earnings or of such book value as it deems appropriate for changes in accounting practices or principles, for material acquisitions or dispositions of stock or property, for recapitalizations or reorganizations or for any other events

with respect to which the Committee determines such an adjustment to be appropriate in order to avoid distortion in the operation of the Plan.

Each award shall be evidenced by a written instrument which shall set forth the number of performance units covered thereby, the initial dollar value of each such unit, the terms and conditions, if any, under which such value may change prior to the vesting of the unit, the terms and conditions under which each such unit will vest and such other matters as the Committee in its sole discretion may deem appropriate. The Committee may from time to time establish such rules as it deems appropriate regarding the manner and timing of payments of amounts due in respect of vested units.

No performance unit award shall provide for the vesting in a participating employee of any performance unit covered thereby prior to the expiration of a period of one year after the date of the award, except that the award may provide for such vesting in the event of death or disability or retirement of the employee pursuant to a pension or retirement plan maintained by the Company or one of its subsidiaries prior to the expiration of such period. Each award shall provide that prior to the vesting of the units covered thereby they shall be subject to forfeiture (A) upon the termination of the recipient's employment with the Company, (B) as contemplated by Section 10 hereof, if such award is part of a tandem award, and (C) as may otherwise be specified in the award.

No participant shall be entitled to receive in respect of a performance unit payments of amounts exceeding twice the original value established for such unit.

The maximum dollar value of performance units which may be initially awarded to participants may not exceed 1,500,000 "Reference Units" in the aggregate for all participants, and 50,000 Reference Units for any one participant. For purposes of this paragraph:

(1) A Reference Unit shall be the equivalent of the greater of (a) the fair market value of one share of the Common Stock of the Company on the date as of which a particular award of performance units is made, or (b) the book value of a share of such Common Stock as at the end of the last completed fiscal year of the Company prior to such award date plus the cash dividends paid per share on such stock during such fiscal year; and

(2) Crediting of an award of performance units shall exhaust and terminate a number of Reference Units equal to the number obtained by dividing the credited dollar value of such performance units by the greater of the amounts referred to in subclauses (a) and (b) of Clause 1 above, and except as provided in the following sentence, such terminated Reference Units shall not be utilized for subsequent awards.

In the event that an award of performance units is forfeited or for any other reason the cash amount or the value of the shares of the Common Stock of the Company (as determined by the Committee in its sole judgment) ultimately delivered to a participant in payment for an award of performance units (other than amounts paid to the participant as earnings on the performance units) is less than the Reference Units originally exhausted and terminated upon the crediting of such

award, a number of Reference Units equal to the dollar amount of such shortfall divided by the value originally assigned to such Reference Units shall be restored and become available for subsequent awards under the Plan.

Nothing contained herein shall be deemed to limit the right of the Board of Directors or a duly appointed committee thereof to authorize the payment or award of compensation other than in stock to any employee otherwise than pursuant to the Plan, regardless of the fact that a particular form of compensation may be the same as or similar to that which the Committee may pay or award to participants under Section 9 of the Plan.

10. Tandem Awards

The Committee may, in its discretion, grant tandem awards to participating employees. A tandem award shall consist of a right of election by the employee among two or more of the following: (A) an option, which may include a stock appreciation right with respect thereto, (B) a performance unit award, and (C) a stock award. Subject to the provisions of Section 11, such right of election shall be upon such terms and conditions as the Committee may specify in the tandem award, which shall include the following:

(a) The number of shares of the Common Stock of the Company covered by the option, the number of shares covered by the stock award and the number of performance units covered by the performance unit award;

(b) Provisions establishing the number of shares and performance units which will remain subject to each portion of the tandem award upon the exercise of the right of election in whole or in part; and

(c) The date on which the right of election shall terminate unless earlier exercised or terminated pursuant to the terms of the tandem award.

11. Conditions Applicable to All Awards

(a) Recapitalization. In the event of any change in the number or kind of outstanding shares of Common Stock of the Company by reason of a recapitalization, merger, consolidation, reorganization, separation, liquidation, stock split, stock dividend, combination of shares or any other change in the corporate structure or shares of stock of the Company, an appropriate adjustment will be made automatically, in accordance with applicable provisions of the Internal Revenue Code and Treasury Department rulings and regulations thereunder, in the number and kind of shares and performance units subject to Sections 8, 9 and 10 and the maximum dollar value of performance units subject to Sections 9 and 10.

(b) Transferability. Each award to a participant under Section 8, 9 or 10 shall provide that neither the award nor any right or interest of a participant therein shall be transferable by the

participant other than by Will or the laws of descent and distribution, and that such award shall be exercisable, during the participant's lifetime, only by him.

(c) Surrender. The Committee may require the surrender of an option, stock appreciation right, stock award or performance unit award granted under this Plan as a condition precedent to a grant of a new option, stock appreciation right, stock award or performance unit award for the same or a different number of shares or having the same or a different initial value in Reference Units as the option, stock appreciation right, stock award or performance unit award surrendered; provided that a qualified option or incentive stock option which is so surrendered shall, solely for the provisions of Section 6(f) hereof, be deemed to be an outstanding qualified option or incentive stock option until such surrendered qualified option or incentive stock option would have expired by reason of the lapse of time, notwithstanding the fact that it had been surrendered and was no longer exercisable. Such new option, stock appreciation right, stock award or performance unit award shall be subject to the terms or conditions specified by the Committee at the time the new option, stock appreciation right, stock award or performance unit award is granted, all determined in accordance with the provisions of this Plan without regard to the price, period of exercise, or any other terms or conditions of the option, stock appreciation right, stock award or performance unit award surrendered.

(d) Leave of Absence. If approved by the Committee, an employee's absence or leave because of military or governmental service, disability or other reason shall not be considered an interruption of employment for any purpose of the Plan.

(e) Change of Control shall mean the occurrence of any of the following events: (a) at any time during the two-year period following the Effective Date, or the beginning of a renewal term as the case may be, at least a majority of the Company's Board of Directors shall cease to consist of "Continuing Directors" (meaning directors of the Company who either were directors at the beginning of such two-year period or who subsequently became directors and whose election, or nomination for election by the Company's stockholders, was approved by a majority of the then Continuing Directors); or (b) any "person" or "group" (as determined for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934), except any majority-owned subsidiary of the Company or any employee benefit plan of the Company or any trust or investment manager thereunder, shall have acquired "beneficial ownership" (as determined for purposes of Securities and Exchange Commission ("SEC") Regulation 13d-3) of shares of Common Stock of the Company having 20% or more of the voting power of all outstanding shares of capital stock of the Company, unless such acquisition is approved by a majority of the directors of the Company in office immediately preceding such acquisition; or (c) a merger or consolidation occurs to which the Company is a party, whether or not the Company is the surviving corporation, in which outstanding shares of Common Stock of the Company are converted into shares of another company (other than a conversion into shares of voting common stock of the successor corporation or a holding company thereof representing 80% of the voting power of all capital stock thereof outstanding immediately after the merger or consolidation) or other securities (of either the Company or another company) or cash or other property; or (d) the sale of all, or substantially all, of the Company's

assets occurs; or (e) the stockholders of the Company approve a plan of complete liquidation of the Company.

12. Definitions

(a) Company. The term "Company" shall mean Pfizer Inc, a Delaware corporation.

(b) Board of Directors. The term "Board of Directors" shall mean the Board of Directors of Pfizer Inc.

(c) Employee Compensation and Management Development Committee. The term "Employee Compensation and Management Development Committee" shall mean the Employee Compensation and Management Development Committee of Pfizer Inc as constituted by resolution of the Board of Directors.

(d) Executive Compensation and Management Development Committee. The term "Executive Compensation and Management Development Committee" shall mean the Executive Compensation and Management Development Committee of Pfizer Inc as constituted by resolution of the Board of Directors.

(e) Committee. The term "Committee" shall mean the Employee Compensation and Management Development Committee or such other committee referred to in the second proviso of the last sentence of Section 4 hereof, as may be appropriate.

(f) Subsidiary. The term "subsidiary" shall mean a subsidiary corporation of the Company as defined in Section 425(f) of the Internal Revenue Code of 1954.

(g) Common Stock. The term "Common Stock" shall mean the $.10 par value Common Stock of the Company, authorized but unissued, or issued and reacquired by the Company and held as Treasury Stock, or held by any trust established by the Company for the purpose of satisfying the Company's obligations for the issuance of Common Stock under the Plan.

(h) Tandem Options. A "Tandem Option" shall mean a qualified option or incentive stock option and a non-qualified option granted to an optionee, subject to the provision that the exercise of all or any part of either option will result in a reduction in the other option.

13. Reallocation of Unused Shares

Any shares which are not purchased or awarded under an option, performance unit award or right of election which has terminated or lapsed, either by its terms or pursuant to the exercise, in whole or in part, of an award or right granted under the Plan, or shares which are reacquired by the Company pursuant to Section 8 hereof, may be used for the further grant of options or, if such shares were authorized in 1975, stock awards under the Plan, or if such shares were authorized in 1980 or after, stock awards, performance unit awards or tandem awards under the Plan. For

purposes of this Section 13 the number of shares subject to a tandem award under
Section 10 hereof which shall be deemed not to have been purchased or awarded as of the time such award terminated or lapsed shall equal the excess, if any, of
(i) the maximum number of shares which the participant was entitled to receive under the tandem award over (ii) the number of shares which he in fact had received as of the time of such termination or lapse.

14. Use of Proceeds

The proceeds received by the Company from the sale of stock under the Plan shall be added to the general funds of the Company and shall be used for such corporate purposes as the Board of Directors shall direct.

15. Amendment and Revocation

The Board of Directors shall have the right to alter, amend or revoke the Plan or any part thereof at any time and from time to time, provided, however, that without the consent of the participants affected no change may be made in any option or award theretofore granted, which will impair the rights of participants under outstanding options or awards; and provided further, that the Board of Directors may not, without the approval of the holders of a majority of the outstanding Common Stock, make any alteration or amendment to the Plan which increases the maximum number of shares of Common Stock which may be issued under the Plan or the number of shares of such stock which may be issued to any one participant, extends the term of the Plan or of options granted thereunder, reduces the option price below that now provided for in the Plan, or changes the conditions of exercise of options specified in Sections 6(e) and 6(f). The Committee may make non-substantive administrative changes to the Plan so as to conform with or take advantage of governmental requirements, statutes or regulations.

16. Special Provisions Applicable to Employees in the United Kingdom

1. Administration; Operation and Effect

This Amendment to the Plan, which is effective as of June 26, 1986 sets forth the Employee Share Option (UK) Scheme (hereinafter referred to as "the Scheme"). In all respects, the Scheme will be administered by the Committee as provided in Section 2 of the Plan. No amendment to the Plan shall have effect in relation to the Scheme and no amendment to the Scheme shall have effect without the prior approval of the Board of Inland Revenue in the UK. The Committee shall be responsible for ensuring that all matters relating to the Scheme are in compliance with UK tax laws and codes.

2. Stock

Options granted under this Scheme shall be to purchase shares of the Company's authorized, but unissued or reacquired Common Stock (hereinafter referred to as "Scheme Shares") satisfying

the requirements of paragraphs 7 to 11 of Schedule 10 to the Finance Act of 1984 (hereinafter referred to as "Schedule 10"). The total number of such shares with respect to which options may be granted under the Scheme is subject to the limits set out in the Plan* and the limits set out below.

3. Eligibility

Persons eligible to receive options under the Scheme shall be salaried employees of the Company's UK subsidiaries who are employed at the time of the grant of the option and whom the Committee selects from time to time PROVIDED ALWAYS that:

(a) they are contracted to work not less than 20 hours (or, in the case of directors, 25 hours) per week excluding meal breaks for the Company's UK subsidiaries; and

(b) at the date of the grant or exercise of the option, they are not ineligible to participate in the Scheme by virtue of paragraph 4(1)(b) of Schedule 10.

An option holder may hold more than one option.

4. Terms and Conditions of Options

Options granted under the Scheme shall be evidenced by agreements with option holders in such form as the Committee may determine. Each such agreement shall be subject to the following terms and conditions:

(a) Grants of Options

Offers of options may be sent as soon as practicable after approval of the Scheme by the UK Board of Inland Revenue, and thereafter at any time. All offers of options shall be made on the basis that participation in the Scheme will be deemed to constitute acceptance of the provisions set forth or incorporated by reference in this Amendment to the Plan. The sum of one pound sterling shall be payable by the option holder as consideration for the grant of the option to him.

(b) Number of Shares

The number of Scheme Shares subject to each option shall be stated. Such number shall be determined by the Committee, but their aggregate Market Value, as that term is defined in Schedule 10, and number of Shares shall not at any time exceed either:

(i) the aggregate fair market value or the number of Shares as is determined for such option holder by the Committee in accordance with Section 3 of the Plan; or

(ii) in total with subsisting options over Scheme Shares granted under any scheme approved by the Board of Inland Revenue under Schedule 10 the greater of:

(a) (pound)100,000; and

(b) four times the amount of the eligible employee's Relevant Emoluments (as defined in Schedule 10, paragraph 5, sub-paragraph 5), for the current or preceding Year of Assessment (defined as commencing on April 6 and ending on the following April 5) whichever of those years gives the greater amount or, if there were no Relevant Emoluments for the preceding Year of Assessment, four times the amount of the Relevant Emoluments for the period of 12 months beginning with the first day during the current Year of Assessment in respect of which there are Relevant Emoluments.

In calculating the limits stated above and the Market Value, sums denominated in US dollars shall be converted to sterling at the rate of exchange published by the Company's bankers (being a United Kingdom clearing bank) at 11 o'clock a.m. on the date of the grant of the relevant option.

(c) Option Price and Payment of Option Price

(i) The option price per share shall be no less than the mean between the high and the low selling prices on the composite tape of the New York Stock Exchange as reported by the New York Times for the date the option is granted.

(ii) Upon the exercise of an option, the option price shall be payable in lawful money of the United States and may be paid in cash or by certified check or by bank draft.

(d) Terms and Exercise of Options

The times at which and the terms under which any option shall be exercisable shall (unless otherwise stated in accordance with the determination of the Committee and with prior approval of the Board of Inland Revenue) be as stated in Section 6(d), 6(e) and 6(g)** of the Plan provided that the reference to Section 11(c) in Section 6 of the Plan shall be replaced by a reference to Clause 4(f) of the Scheme and in no event may an option be exercised more than 12 months after an option holder's death.***

(e) Recapitalization

Section 6(h) of the Plan shall apply to the Scheme provided that any adjustments made pursuant to that Section shall be subject to the prior approval of the Board of Inland Revenue pursuant to Schedule 10 to the Finance Act 1984.

(f) Surrender

The Committee may require the surrender of an option granted under the Scheme as a condition precedent to a grant of a new option for the same or a different number of shares surrendered. Such new options shall be subject to the terms and conditions specified by the Committee at the time the new option is granted, determined in accordance with the provisions of the Plan and the Scheme without regard to the price, period of exercise or any other terms or conditions of the options surrendered.

(g) Transferability, Applicable Law and Leave of Absence

Sections 6(i), 6(j) and, subject to Clause 3 hereof, 11(d) of the Plan shall apply to the Scheme.

(h) Incorporation by Reference

The option agreement shall contain a provision that all the terms and conditions of the Scheme are incorporated by reference therein.

5. Reallocation of Unused Shares

Any shares which are not purchased under an option which has terminated or lapsed, either by its terms or pursuant to the exercise in whole or in part, may be used for the further grant of options, provided always that no options shall be granted to an employee at a time when his employment is interrupted.

6. Amendment and Revocation

Section 15 of the Plan shall apply to the Scheme but no amendment may be made so as to have effect with respect to the Scheme or the Scheme Shares without the prior approval of the Board of Inland Revenue.****

7. Definitions

(a) In the Scheme, the term the "Plan" shall mean the Company's Stock Option and Incentive Plan of 1965 as amended.

(b) Section 12 of the Plan other than sub-sections (d) and (h) shall apply to the Scheme.

Footnotes for UK Plan

* Section 3 of the Plan was amended by resolution of the shareholders on April 26, 1990 and has effect in relation to the Scheme with the approval of the Board of Inland Revenue in the UK given June 14, 1990.

** Section 6(e), 6(g) and 11 were amended with the approval of the shareholders on April 26, 1990. These amendments have effect in relation to the Scheme with the approval of the Board of Inland Revenue in the UK given on June 14, 1990 provided that the amendment to Section 6(e) to give the Board power to "make any options that are not yet exercisable immediately exercisable" shall not have effect with regard to subsisting options granted before June 14, 1990.

*** Section 6(e) was further amended with the approval of the shareholders on April 22, 1993 by the insertion of the following words "and further provided the Committee may in its discretion make any options that are not yet exercisable immediately exercisable in cases where (i) an optionee's employment is to be terminated due to a divestiture or downsizing of a business, (ii) in the case of a retiring optionee who holds options with extended vesting provisions, or (iii) otherwise, where the Committee determines that such action is appropriate to prevent inequities with respect to an optionee" at the end of the second sentence. The amendment has effect in relation to the Scheme with the approval of the Board of Inland Revenue in the UK given on August 5, 1993 provided that the discretionary power conferred on the Committee "to make any options that are not yet exercisable immediately exercisable" shall not have effect with regard to subsisting options granted before August 5, 1993.

**** Section 15 of the Plan was amended by resolution of the Board of Directors on December 18, 1989 and has effect in relation to the Scheme with the approval of the Board of Inland Revenue in the UK given June 14, 1990.

17. Special Provisions Applicable to Employees in the Republic of Ireland

1. Administration; Operation and Effect

This amendment to the Plan, which is effective as of June 25, 1987, sets forth the Employee Share Option (Republic of Ireland) Scheme (hereinafter referred to as "the Scheme"). The Scheme will be administered in all respects by the Committee, as provided for by Section 2 of the Plan.

No amendment to the Plan shall have effect in relation to the Scheme, and no amendment to the Scheme shall have effect without the prior approval of the Revenue Commissioners.

The Committee shall be responsible for ensuring that all matters relating to the Scheme comply with Irish Tax law and practice.

2. Stock

Options granted under the Scheme shall be to purchase shares of the Company's authorized, but unissued or re-acquired Common Stock (hereinafter referred to as "Scheme Shares") which satisfy the requirements of paragraphs 6 to 11 of the Second Schedule to the Finance Act, 1986.

The total number of such shares in respect of which options may be granted is subject to the limits set out in the Plan.

3. Eligibility

Persons eligible to receive options under the Scheme shall be salaried employees of any existing or future Irish subsidiaries and any existing or future Irish branches established by Pfizer Inc or by any of its subsidiaries or branches who are employed at the time of the grant and whom the Committee selects from time to time provided always that:

(a) the employee is contracted to work for not less than 20 hours per week for any of the Company's Irish branches or subsidiaries (as defined above) (or in the case of a director of an Irish subsidiary, is a full-time director of such subsidiary), and

(b) at the date of the grant or exercise of an option is not ineligible to participate in the Scheme by virtue of paragraph
5 (1) (b) of the Second Schedule to the Finance Act, 1986.

An option holder may hold more than one option.

4. Terms and Conditions of Options

An option granted in accordance with the Scheme shall be evidenced by an agreement with the option holder in such form as the Committee may determine. Each such agreement shall be subject to the following terms and conditions:

(a) Grant of an Option

An offer of an option may be issued at any time. All offers of options shall be made on the basis that participation in the Scheme will be deemed to constitute acceptance of the provisions set forth in, or incorporated by reference to this amendment to, the Plan.

The sum of one pound (IRL1) shall be payable by an option holder as consideration for the grant of an option to him.

(b) Number of Shares

The number of Scheme Shares subject to each option shall be stated. Such number shall be determined by the Committee.

(c) Option Price and Payment of Option Price

(i) The option price per share shall be the mean between the high and the low selling prices on the composite tape of The New York Stock Exchange as reported by the New York Times for the day on which the option is granted.

(ii) Upon the exercise of an option, the option price shall be payable in lawful money of the United States of America and may be paid in cash or by certified check or by bank draft.

(d) Terms and Exercise of Options

The times at which and the terms under which an option shall be exercisable shall (unless otherwise stated in accordance with a determination of the Committee and with the prior approval of the Revenue Commissioners) be as stated in Section 6(d), 6(e) and 6(g) of the Plan provided that the reference to
Section 11(c) in Section 6 of the Plan shall be replaced by a reference to clause 4(f) of the Scheme and in no event may an option be exercised more than 12 months after an option holder's death.

(e) Recapitalization

Section 6(h) of the Plan shall apply to the Scheme provided that any adjustment made pursuant to that Section shall be subject to the prior approval of the Revenue Commissioners pursuant to the Second Schedule to the Finance Act, 1986.

(f) Surrender

The Committee may require the surrender of an option granted under the Scheme as a condition precedent to a grant of a new option for the same or a different number of shares surrendered. Such new options shall be subject to the terms and conditions specified by the Committee at the time the new option is granted, determined in accordance with the provisions of the Plan and the Scheme without regard to the price, period of exercise or any other terms or conditions of the options surrendered.

(g) Transferability, Applicable Law and Leave of Absence

Sections 6(i), 6(j) and, subject to Clause 3 hereof, 11(d) of the Plan shall apply to the Scheme.

(h) Incorporation by Reference

The option agreement shall contain a provision that all the terms and conditions of the Scheme are incorporated by reference therein.

5. Reallocation of Unused Shares

Any shares which are not purchased under an option which has terminated or lapsed, either by its terms or pursuant to the exercise in whole or in part, may be used for the further grant of options, provided always that no options shall be granted to any employee at a time when his employment is interrupted.

6. Amendment and Revocation

Section 15 of the Plan shall apply to the Scheme but no amendment may be made so as to have effect with respect to the Scheme or the Scheme Shares without the prior approval of the Revenue Commissioners.

7. Definitions

(a) In the Scheme, the term Plan shall mean the Company's Stock and Incentive Plan.

(b) Section 12 of the Plan other than sub-sections (d) and (h) shall apply to the Scheme.

18. Compliance with Section 16

With respect to Members subject to Section 16 of the Securities Exchange Act of 1934, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent that compliance with any Plan provision applicable solely to such Members is not required in order to bring a transaction by such Member into compliance with Rule 16b-3, it shall be deemed null and void as to such transaction, to the extent permitted by law and deemed advisable by the Plan administrators. To the extent any provision of the Plan or action by the Plan administrators involving such Members is deemed not to comply with an applicable condition of Rule 16b-3, it shall be deemed null and void as to such Members, to the extent permitted by law and deemed advisable by the Plan administrators.

EXHIBIT 10(ii)

PFIZER

RETIREMENT ANNUITY PLAN

(As Amended through 1/97)

SECTION 1
Definitions

Wherever used in this Plan:

"Anniversary Year" means 1) the twelve-month period following the date on which an employee first begins his employment with an employer, as well as successive twelve-month periods thereafter, and 2) the twelve-month period following the date on which an employee returns to the employ of the Company or an Associate Company after incurring a one-year break in service, as well as successive twelve-month periods thereafter. No anniversary year shall be credited for purposes of vesting unless in such anniversary year the employee has completed 1,000 or more hours of service for an employer.

"Annuitant" means a person receiving annuity payments under this Plan.

"Annuity trust fund" means the trust fund created by the Company to finance annuities under this Plan.

"Associate Company" means any corporation which adopts this Plan and executes the Trust Agreement pursuant to the provisions of Section 11 hereof and when action is required to be taken hereunder by an Associate Company such action shall be authorized by its Executive Committee or its Board of Directors.

"Career Earnings" means the member's aggregate earnings, excluding any severance payments, during his period of Creditable Service, except that

1) his earnings for each calendar year prior to 1995 shall be the average of the member's earnings during the five consecutive calendar years prior to 1995, during which he rendered Creditable Service, which yield the highest average provided his earnings are not reduced thereby; and

2) only his earnings during his last 35 calendar years of Creditable Service shall be counted; provided that, such a calculation shall not lessen said member's Career Earnings below the result of a prior calculation; and provided, further, that earnings attributable to severance payments shall be counted towards years of Creditable Service, for the purposes of this paragraph only, on the basis of one year, or part thereof, for each year of earnings, or part thereof, paid out as severance.

3) Notwithstanding the foregoing, effective January 1, 1989, the amount of earnings taken into account for any calendar year in determining an employee's career earnings shall not exceed

$200,000, adjusted in accordance with Section 401(a)(17) of the Internal Revenue Code and the regulations and other guidance issued thereunder, and effective January 1, 1994, the amount of earnings taken into account for any calendar year in determining an employee's career earnings shall not exceed $150,000, adjusted in accordance with Section 401(a)(17) of the Internal Revenue Code and the regulations and other guidance issued thereunder. Such dollar limitation shall be prorated if, and only to the extent, required by applicable regulations. The amount of any member's normal retirement benefit shall be determined after December 31, 1988 and before January 1, 1994 either by (i) applying the $200,000 limitation to all applicable calendar years (including calendar years beginning before January 1, 1989), provided that the member's normal retirement benefit is not less than his normal retirement benefit determined as of December 31, 1988, or (ii) by applying the $200,000 limitation only to calendar years commencing on and after January 1, 1989, and adding the amounts accrued during such post-1988 calendar years to the member's normal retirement benefit determined as of December 31, 1988, whichever method results in a higher normal retirement benefit to the member; and the amount of any member's normal retirement benefit shall be determined after December 31, 1993 either by (i) applying the $150,000 limitation to all applicable calendar years (including calendar years beginning before January 1, 1994), provided that the member's normal retirement benefit is not less than his normal retirement benefit determined as of December 31, 1993, or (ii) by applying the $150,000 limitation only to calendar years commencing on and after January 1, 1994, and adding the amounts accrued during such post-1993 calendar years to the member's normal retirement benefit determined as of December 31, 1993, whichever method results in a higher normal retirement benefit to the member. For purposes of the limitations under Section 401(a)(17) of the Internal Revenue Code, the family aggregation rules of Section 414(q)(6) of the Internal Revenue Code shall apply, except that in applying such rules, the term "family" shall include only the spouse of the employee and any lineal descendants of the employee that have not attained age 19 before the close of the applicable year.

"Company" means Pfizer Inc, a Delaware corporation, and any predecessor or successor corporation and when action is required to be taken hereunder by the Company, such action shall be authorized by the Executive Committee or the Board of Directors of the Company.

"Earnings" means the actual salary, wages, bonus, or other remuneration earned by an employee from an employer for his service with the employer, as determined by such employer, provided that no part of the cost of any employee benefit, including without limitation stock options, perquisites and group insurance, shall constitute earnings hereunder; and further provided that any remuneration received in the form of salary continuation by an employee while no longer performing services for the Company as an employee shall not be credited hereunder. No part of any bonus or other remuneration forming part of the compensation of any employee shall be used as a basis for a retirement annuity under this Plan, if such bonus should cause such annuity to become discriminatory under the applicable provisions of the Internal Revenue Code.

"Employee" means a person who is employed by an employer.

"Employer" means the Company or any Associate Company. For purposes of sections 410 and 411 of the Internal Revenue Code, "Employer" also shall mean any corporation or other trade or business that is treated under the first sentence of section 414(b) or under section 414(c), 414(m) or 414(o) of the Internal Revenue Code as constituting the same "employer" as the Company or an Associate Company, with respect to any period of such affiliated status.

"Disability Leave Status" means the status of a member who has been determined, pursuant to Section 4e. hereof, to be totally and permanently disabled and who has fully utilized his benefits under the employer's short-term disability program.

"Hours of Service" means all hours for which an employee is directly or indirectly paid, or entitled to payment (including back pay for periods for which such awards pertain), by the employer, or any company which is a member of the same control group of corporations as the Company at the time of such service within the meaning of section 1563(a) of the Internal Revenue Code for the performance of duties, or for reasons other than the performance of duties, such as vacation, accident, injury, sickness, short-term disability or authorized leave of absence. In the case of a payment which is made or due on account of a period during which an employee performs no duties, hours of service will be determined in accordance with Department of Labor regulations ss. 2530.200b-2(b) and (c).

"Leased Employee" means any person who is not an employee of the employer and who provides services to the employer if such services are provided pursuant to an agreement between the employer and another, such person has performed such services for the employer on a substantially full-time basis for a period of at least one year, and such services are of a type historically performed in the business field of the employer, by employees.

"Member" means an employee or former employee to whom an annuity is credited under the Plan.

"One-year break in service" shall be an anniversary year in which the member does not perform more than five hundred hours of service.

"Primary Social Security Benefit" means the annual amount available to the member at age 65 under the Old Age Insurance provisions of Title II of the Social Security Act in effect at the time of his termination of employment, without regard to any increases in the wage base or benefit levels that take effect after the date of termination of employment, subject to the following. If any employee terminates service prior to age 65, his Primary Social Security Benefit shall be estimated by assuming continuation of his earnings until age 65 at the same rate in effect at termination of employment; provided however, that, if the employee retires pursuant to Section 4d.(ii), his Primary Social Security Benefit shall be estimated by assuming that he will not receive any income after retirement which would be treated as wages for purposes of the Social Security Act. The Retirement Committee may adopt rules governing the computation of such amounts, and the fact that an employee does not actually receive such amount because of failure to apply or continuance of work, or for any other reason, shall be disregarded. Notwithstanding the foregoing, actual salary history will be used to calculate the Primary Social Security Benefit if this will result in a larger benefit under the Plan for the employee but only if documentation of such history is provided by the employee within two years after the later of his termination of employment or the date the employee receives notice of his benefits under the Plan.

"Retire" means to terminate service by a Member who is an Employee in the service of an Employer after meeting the requirements of Sections 4a., b. or
d., respectively, for normal retirement, late retirement or early retirement hereunder.

"Retirement Annuity" means the payments made pursuant to Section 4a.,
b. or d. of the Plan to retired members or their beneficiaries.

"Trustee" means the trustee appointed by the Company to hold and invest the annuity trust fund.

"Vest" means to acquire, in accordance with the express provisions of the Plan, an interest in an annuity under the Plan.

"Vested Annuity" means the payments made pursuant to Section 4c. of the Plan.

The masculine pronoun shall include the feminine pronoun and the feminine pronoun shall include the masculine.

SECTION 2
Eligibility for Membership

a. Employees of the Company: All persons who were in the regular service of the Company on January 1, 1943 shall be included in the membership of the Plan as of January 1, 1943. All persons who entered the regular service of the Company after January 1, 1943 and prior to September 1, 1961, became members of the Plan as of the date of employment. All employees who enter the service of the Company on or after September 1, 1961 become members of the Plan as of the date of their employment provided they are: (1) included in a group or class designated by the Company as eligible for membership in the Plan and (2) in the service of an employer within the United States of America or United States citizens in the service of an employer outside of the continental limits of the United States of America. An employee who is a United States citizen and who is employed outside the continental limits of the United States of America in the service of a foreign subsidiary (including foreign subsidiaries of such foreign subsidiary) of the Company shall be included in the membership of the Plan, provided that the Company has entered into an agreement under section 3121(1) of the Internal Revenue Code which applies to the foreign subsidiary of which such person is an employee and provided further, that contributions under a funded plan of deferred compensation (whether or not a plan described in section
401(a), 403(a), or 405(a), of said Code) are not provided by any other person with respect to the remuneration paid to such individual by the foreign subsidiary. The groups and classes designated by the Company are set forth in Schedule A.

b. Employees of Associate Companies: Wherever a corporation became an Associate Company prior to September 1, 1961, all persons, who were in the regular service of such corporation on the date it became an Associate Company, became members of the Plan as of such date. Subject to Section 2a. hereof, wherever a corporation becomes an Associate Company after September 1, 1961, all employees who are in the service of such corporation on the date it becomes an Associate Company become members of the Plan as of such date and all employees who enter the service of a corporation after it has become an Associate Company become members of the Plan as of the date of employment.

c. Leased Employees: No leased employee shall be eligible to become a member of the Plan. However, if a leased employee becomes an employee of the Company, all years of service completed while a leased employee shall be credited solely for purposes of vesting pursuant to Section 4c. of the Plan.

SECTION 3
Service Credited Under Plan

a. Prior Service: Service rendered by a person who is in the service of an employer, before the date on which he becomes a member (in the case of an employee becoming a member after December 12, 1951), who continues in service on and after the date he becomes a member shall be known as "Prior Service" except as provided in Section 4a. and Section 11.

b. Membership Service: Service rendered by an employee for an employer after the date he becomes a member shall be known as "Membership Service."

c. Special Service: Service rendered outside the United States, by a person employed by a corporation which is a subsidiary or affiliate of the Company, but not an Associate Company, at the time of such service (1) before the date on which he becomes a member, who continues in service on and after the date he becomes a member, or (2) during a period of interrupted Membership Service followed by a return to such Service, shall be known as "Special Service."

d. Creditable Service: Membership Service plus Prior Service and Special Service, if any, shall be known as "Creditable Service" under the Plan. A member shall be credited with a full year of Creditable Service under the Plan only if he completes at least 1,000 hours of service within an Anniversary Year and no fractional years will be credited under the Plan; provided, however, that for purposes only of 1) determining the Social Security calculation used in
Section 4a.2 and 2) determining a member's Career Earnings, and his eligibility for early retirement under clauses (i) and (ii) of Section 4d. below, the member's Creditable Service shall be determined on the basis of his number of months of Membership Service plus Prior Service and Special Service without regard to whether he completes at least 1,000 hours of service within an Anniversary Year.

e. Military Service: For the purpose of this Plan, those employees who were in the service of the Armed Forces of the United States, at the time they would have become eligible for membership under the Plan except for such service, or who subsequently enlisted in or were inducted into said Armed Forces, shall be credited with all the benefits under this Plan for service actually rendered to an employer prior to their entrance into said Armed Forces, and shall be credited with time spent on active duty in said Armed Forces for the purposes of computing length of service and benefits payable under the Plan; provided that such employees return to active service with an employer within the time limits provided by law after their separation or discharge from active duty from said Armed Forces, having satisfactorily completed their period of training and service.

f. Leave of Absence: Interruption of active service on account of leave of absence authorized by the employer, leave of absence taken under the Family and Medical Leave Act of 1993, as it may be amended from time to time, and any regulations and other official guidance issued thereunder ("FMLA"), or transfer

on Special Service shall not be considered termination of service. Time spent on authorized leave of absence shall be credited for the purpose of computing length of service and benefits payable under the Plan on the following basis:
members shall receive credit for each full year spent on authorized leave of absence for each full year of Creditable Service that they render to an employer following return to active service, except that time spent on authorized leave of absence for medical reasons or under the FMLA shall be credited without requirement of subsequent Creditable Service and time spent on Civic Leave shall be credited after the member has returned to active service for three (3) months. Notwithstanding the foregoing, in the case of Maternity/Paternity Leave, as defined below, up to 501 hours of service shall be credited in the anniversary year in which the Maternity/Paternity Leave begins, if the employee would otherwise have incurred a one-year break in service in that anniversary year, otherwise up to 501 hours of service shall be credited in the following anniversary year to prevent a one-year break in service. Maternity/Paternity Leave means an absence from work (1) by reason of the pregnancy of an employee,
(2) by reason of the birth of a child of an employee, (3) by reason of the placement of a child with the employee in connection with the adoption of the child, or (4) for the purposes of caring for the child during the period immediately following the birth or placement for adoption.

g. Termination of Service: On termination of service, and after he has subsequently incurred a one-year break in service, a person shall forfeit all credit for service previously credited under the Plan unless

(1) He is reemployed before incurring five consecutive one-year breaks in service; or

(2) He is reemployed after his termination of service and thereafter completes at least 24 consecutive months of Creditable Service; or

(3) He is eligible to receive a retirement benefit or a vested annuity under Section 4c.

If a reemployed employee does not forfeit his service credit as provided above, for purposes only of determining his "Career Earnings," the last calendar year in which he rendered Creditable Service shall be treated as being consecutive with the first calendar year in which he renders Creditable Service after his reemployment.

h. General: For the purpose of this Plan, length of service shall be computed in accordance with the employment records of the employer, or of a subsidiary or affiliated corporation of the Company, as the case may be. No employee may voluntarily terminate his status as an active participant in the Plan during his period of employment. The period over which an employee receives remuneration in the form of salary continuation while no longer performing services for the Company as an employee shall not be credited hereunder.

SECTION 4
Benefits to Employees

a. Normal Retirement: Each member who attains his normal retirement date, i.e., age 65, shall be eligible for normal retirement as of the first day

of the month following, and if permitted under the provisions of the Age Discrimination in Employment Act, as amended, and other applicable law, shall be retired as of the first day of the month following.

Upon normal retirement, a member shall receive a retirement annuity, subject to the provisions of and payable in the form described in Section 4f. hereof, which shall accrue and be equal to the greatest of:

1. 1.4 per cent of his Career Earnings; or

2. 1.75 per cent of his Career Earnings, less 1.50 per cent of his Primary Social Security Benefit multiplied by his years of Creditable Service, but in no event more than 35 years; or

3. The accrued benefit as of December 31, 1977 payable to him under the provisions of the Plan as of that date.

(1) In the case of any group or class which is designated as eligible for membership in the Plan commencing as of a date after September 1,1961, the employer may limit the Prior Service of persons included in such group or class to service rendered on and after a date to be determined by the employer.

(2) Except in the case of a person in the service of a corporation which becomes an Associate Company after September 1, 1961, the Prior Service benefits of any employee who is a member of the Plan, but who was absent from the employer during all or part of the calendar year next preceding the date he becomes a member, because of sickness, disability, service in the Armed Forces of the United States, or like reasons beyond his control, and who entered the service of the employer prior to such calendar year, shall be computed by crediting to him as earnings for such calendar year -

(i) All earnings actually received by such employee in such calendar year before or after the period of absence from the employer, and

(ii) The earnings he would have received in such calendar year during the period of absence based on a forty-hour week at his straight-time rate of pay at the time of leaving the employer and any increased rate to which he would have been entitled as a result of automatic length-of-service increases or a general increase, and any bonuses or other payments made in such calendar year during such period of absence to which he would normally have been entitled.

b. Late Retirement: In the event that a member remains in service after attainment of his normal retirement date, he may retire on his own application setting forth a date for retirement which shall be the first of the month not less than 30 days following the filing of the application.

c. Vesting: Upon the completion of 5 Anniversary Years of Creditable Service, a member shall acquire a vested interest in an annuity under the Plan. Upon termination of service such a member shall be entitled to receive a vested annuity at age 65, equal to the amount which his Creditable Service up to the date of his termination would then provide; or, at any time prior to age 65, such a member may elect to receive such an annuity on the first day of any month following such election, which shall be computed by applying the percentages set forth in Schedule B hereof to the amount of the annuity computed in accordance

with Section 4a., provided he is at least 55 years of age. Notwithstanding anything herein to the contrary, a member who is not otherwise vested, shall become vested upon attaining his normal retirement date, i.e., age 65.

d. Early Retirement: Any member may retire before the attainment of age 65 provided he has reached age 55 and (i) has 10 years or more of Creditable Service; or (ii) his attained age when added to his years of Creditable Service equals or exceeds 90. On early retirement, a member shall receive a retirement annuity commencing at age 65, equal to the annuity to which his Creditable Service up to the date of his retirement would then produce, or, at his election made at any time prior to age 65, a retirement annuity commencing on the first day of any month following his earlier retirement and prior to age 65, which shall be computed by applying the percentages set forth in Schedule C hereof to the amount of the annuity computed in accordance with Section 4a.; provided that, if a member's attained age when added to his years of Creditable Service equals or exceeds 90, his retirement annuity shall be computed by so applying the percentage set forth in Schedule D hereof.

e. Disability Leave Status: Upon total and permanent disability as determined on or after January 1, 1974 by a physician appointed by the employer, a member who has completed at least 5 years of Creditable Service will be eligible for Disability Leave Status. Such status may be terminated or suspended by the Retirement Committee if at any time before age 65 the member again engages in regular full-time employment, fails or refuses to undergo any medical examination ordered by the Retirement Committee, or the Retirement Committee determines on the basis of medical examination that the member has sufficiently recovered to engage in regular full-time employment. While on Disability Leave Status, a member will be credited with Membership Service, and with earnings at the same rate as he had earned in the calendar year prior to the calendar year in which he became totally and permanently disabled, until the member retires, or his Disability Leave Status is sooner terminated or suspended.

f. Form of Benefit Payments:

(1) Normal Form: If a member is married on the date his benefits commence, such member shall receive a benefit payable in the form of a joint and survivor annuity which shall provide for an amount actuarially reduced from the amount computed under Section 4a. to be paid to the member for his lifetime; and for an annuity in an amount equal to one-half of such reduced amount to be paid to the member's spouse to whom he was married on the date his benefits commence, for her lifetime, if surviving at the time of the member's death. The form of benefit shall also provide that if the member dies after retirement but prior to the date on which his benefit becomes payable, his surviving spouse will nevertheless be entitled to receive the lifetime annuity to which she would otherwise be entitled beginning at the date that the member's annuity would have become payable and under such circumstances, at her option, the surviving spouse may elect to have benefits commence prior to the date on which the member's annuity would have become payable on an appropriately reduced actuarial basis. The benefit payable to the member and his spouse shall have the equivalent actuarial value of the benefits determined under Section 4a. above. In lieu of such a joint and survivor annuity, such a member may, in accordance with section 417 of the Internal Revenue Code, elect in writing, with the consent of his spouse, at any time prior to the commencement of his benefits, to receive his benefits in the form of a single annuity payable for his lifetime as computed under Section 4a. above, or may revoke any such election previously made by him. Notwithstanding the foregoing, if a member becomes divorced from his spouse after his benefits commence, such member may elect in writing to cancel such joint and survivor annuity and to receive his benefits thereafter in any form permitted under the Plan; provided that, (1) the member obtains a valid written release from his former spouse releasing the Plan from any claim the former spouse may have against the Plan and (2) the member's benefit is adjusted actuarially, including, but not limited to, adjustments for the value of benefits previously paid and for the value of the protection provided by the canceled joint and survivor annuity while in was in effect.

A member who is not married at the time that his benefits commence will receive his benefits in the form of a single annuity payable for his lifetime as computed under Section 4a. above.

(2) Optional Forms: At any time within 90 days prior to the commencement of his retirement benefits, a member who is eligible for a retirement annuity under Section 4a., b., or d. of the Plan may, in accordance with section 417 of the Internal Revenue Code, elect, with the written and witnessed consent of his spouse in the case of a married member, to convert the benefits otherwise payable after retirement into a retirement benefit of equivalent actuarial value in accordance with one of the options named below, or may revoke any such election previously made by him; provided, however, that if one of the options named below shall be so elected and the other named person or persons shall die before the payment of any part of such benefit, then and in that event the benefit shall be restored to the amount of the retirement annuity as provided in Section 4a., b., or d. hereof, as if no such election had been made; and provided further, that if one of the options named below shall be so elected and the member shall die before the date of his retirement then the election shall be of no effect and no payments shall be due under the option.

Option 1: A reduced retirement annuity commencing at or after the member's retirement payable during his life, with the provision that after his death it shall continue during the life of and shall be paid to the person (including his spouse) nominated by him by written designation duly acknowledged

and filed with the Retirement Committee at the time such election is made, provided that if the member dies after retirement but prior to the date on which his benefit becomes payable, his surviving beneficiary will nevertheless be entitled to receive such a lifetime annuity beginning at the date that the member's annuity would have become payable and also provided that under such circumstances at his option, the surviving beneficiary may elect to have benefits commence prior to the date on which the member's annuity would have become payable on an appropriately reduced actuarial basis.

Option 2: A reduced retirement annuity commencing at or after the member's retirement payable during his life, with the provision that after his death an allowance of one-half the rate of his reduced allowance shall be continued during the life of, and it shall be paid to, the person [other than his spouse for whom this is the normal form of benefit provided in Section 4f.,
(1) above] nominated by him by written designation duly acknowledged and filed with the Retirement Committee at the time such election is made, provided that if the member dies after retirement but prior to the date his benefit becomes payable, his surviving beneficiary will nevertheless be entitled to receive such a lifetime annuity beginning at the date that the member's annuity would have become payable and also provided that under such circumstances, at his option, the surviving beneficiary may elect to have benefits commence prior to the date on which the member's annuity would have become payable on an appropriately reduced actuarial basis.

Option 3: A retirement benefit in a single lump sum that shall be the actuarial equivalent of the benefit which would otherwise be payable to him, provided that such benefit must be elected by the member prior to the date of receipt of his first benefit payment.

(3) A member may, at the time he elects one of the options described above, name a second person, who, in the event the first named person shall die before the commencement of the annuity to the member, shall acquire all the rights which the first named person would otherwise have had.

(4) Optional benefit payments shall commence at the end of the month following the month in which the last payment to the deceased annuitant was made.

(5) Notwithstanding any other provision of this Section 4f., an optional form of retirement benefit which provides for payments to any person other than the member may be elected by a member, and may be approved by the Retirement Committee, only if the payments to such other person will be merely incidental to the payment or payments made to the member.

(6) Where a member is entitled to or elects to receive a reduced retirement annuity commencing after the member's retirement under which an allowance would have been paid to such member's spouse or other beneficiary after the member's death, and, prior to the date his benefit becomes payable, the member elects any other form of benefit, then and in that event the benefit so payable on his account shall be reduced actuarially to reflect any cost attributable to the benefit earlier so provided to his spouse or other beneficiary as the case may be.

(7) Notwithstanding anything to the contrary in the Plan, effective January 1, 1989, in accordance with Section 401(a)(9) of the Internal Revenue Code and the regulations and other official guidance issued thereunder, the benefit of each member will be distributed or commence to be distributed to him

not later than April 1 of the calendar year next following the calendar year in which he attains age 70 1/2; provided, however, that if a member is not a 5% owner and shall have attained age 70 1/2 before January 1, 1988, his benefit shall be distributed or commence to be distributed not later than the April 1 following the later of the calendar year in which he retires. Payment shall be made as follows: If a member is married on the date his benefits commence, such member shall receive a benefit payable in the form of a joint and survivor annuity which shall provide for an amount actuarially reduced from the amount computed under Section 4a. to be paid to the member for his lifetime; and for an annuity in an amount equal to one-half of such reduced amount to be paid to the member's spouse to whom he was married on the date his benefits commence, for her lifetime, if surviving at the time of the member's death. A member who is not married at the time that his benefits commence will receive his benefits in the form of a single annuity payable for his lifetime as computed under Section 4a. above. The member's beneficiary shall receive benefits, if any, only to the extent provided under the applicable form of payment, and such beneficiary shall not be entitled to receive death benefits under Section 4h. As of each following January 1 the member's benefit shall be adjusted to reflect any additional benefits accrued as of the immediately preceding December 31; and further provided that any additional accruals for any twelve consecutive month period shall be offset (but not below zero) by the actuarial value (determined in accordance with applicable law) of benefits received by the member for such period. All distributions under this Plan shall comply with the incidental death benefit requirements of Section 401(a)(9)(G) of the Internal Revenue Code and the regulations (including Treas. Reg. ss.1.401(a)(9)-2) and other official guidance issued thereunder.

With respect to payments to a spouse of a member, the following distribution limitations shall apply:

(A) Where distribution has commenced to the member prior to his death, distribution to the surviving spouse shall be over a period that is no longer than the period under which the member was receiving benefits;

(B) Where distribution has not commenced to the member at the time of his death, distribution to the surviving spouse shall begin no later than the date upon which the member would have attained age 70 1/2, and shall be payable over the life of the surviving spouse or over a period not extending beyond the life expectancy of the surviving spouse. (If the surviving spouse dies before distribution of her benefit commences, the limitations applicable to the distribution of any benefit remaining payable under the Plan shall be determined hereunder as if the surviving spouse were the member.)

With respect to payments to a designated beneficiary of a member (other than the spouse), the following distribution limitations shall apply:

(A) Where distribution has commenced to the member prior to his death, distribution to the designated beneficiary shall be over a period that is no longer than the period under which the member was receiving benefits;

(B) Where distribution has not commenced to the member at the time of his death, distribution to the designated beneficiary shall begin no later than one year after the date of the member's death, or such later date as may be permitted by Treasury Regulations, and shall be payable over the life of the

designated beneficiary or over a period not extending beyond the life expectancy of the designated beneficiary.

In all other cases where distribution has not commenced to the member at the time of his death, no benefit remaining payable under the Plan shall be distributed over a period that exceeds five years after the member's death.

Nothing in this Section 4f.(7) shall affect the ability of a member, upon retirement, to select a form of benefit as provided otherwise by Section 4.

g. Adjustment For Federal Old Age Benefits: If a member who is eligible for a retirement annuity under Section 4a., b., or d. of the Plan retires before his Federal Old Age Benefit is payable, he may, at any time or from time to time, elect to have the retirement benefit otherwise payable after retirement to him for his lifetime under the normal form of benefit, or under an optional benefit payment, whichever is applicable, actuarially adjusted to provide, so far as practicable, a constant total retirement income inclusive of the estimated Federal Old Age Benefit, both before and after the Federal benefit is scheduled to begin.

h. Benefits To Surviving Spouse: In the event a member, who has performed at least one hour of service on or after January 1, 1976, dies on or after August 1, 1984, after having become vested under the Plan, leaving a surviving spouse to whom the member was legally married for one year or more prior to his death, an annuity at one-half the rate of the annuity which the member would have been entitled to receive under Section 4f.(1) had he retired and commenced receipt of benefits as of the first of the month following the date of his death, if the member was eligible for retirement at the time of his death, or an annuity at one-half the rate of the annuity which the member would have been entitled to receive under Section 4f.(1) had he retired and commenced receipt of benefits on the date he first would have been eligible to do so, if the member was not eligible for retirement at the time of his death, shall be paid to such spouse, commencing at the end of the month following the month in which the member would have attained his normal retirement date or earlier if the spouse so elects, but not earlier than the date the member first would have reached age 55, as the case may be, for the life of such spouse.

i. (1) All annuities shall be payable in monthly installments.
[Effective August 1, 1994, the previous sentence shall read as follows: All annuities shall be payable in monthly installments provided that any annuity which has an actuarially computed present value at the time of termination of service which is less than $3,500 shall be paid in a lump sum of equivalent actuarial value.] In determining the amount of a lump sum payment payable under this paragraph, (i) equivalent actuarial value shall mean a benefit, in the case of a lump sum benefit payable prior to a member's normal retirement date, of equivalent value to the benefit which would otherwise have been provided commencing at the member's normal retirement date, and (ii) the interest rate to be used shall be an interest rate no greater than that which would be used by the Pension Benefit Guaranty Corporation ("PBGC") for valuing lump sums for single employer plans that terminate three months preceding the date of termination. For this lump sum equivalent actuarial value, the PBGC mortality table shall be used. Monthly installment payments shall commence at the end of the month in which retirement occurs and continue until death. Full payment will be made for the month in which death occurs. In the event a member terminates employment at a time when he is not entitled to any retirement benefit or vested annuity, such member shall be deemed to have received a single sum payment of a zero accrued benefit, and his entire accrued benefit shall immediately be

forfeited. In the event such a member is restored to service as an employee, he shall be deemed to have immediately repaid to the Plan the amount which was deemed to have been distributed upon his prior termination.

(2) If any person to whom a retirement annuity, vested annuity or other benefit under this Plan is payable shall not have provided evidence satisfactory to the Retirement Committee of his continued life and address for a period of two years after or during which such annuity or other benefit is payable, the Retirement Committee shall send by registered mail a notice addressed to such person at his last address known to the Committee describing the annuity or other benefit payable to him and stating that unless he communicates with the Committee within 30 days from the date of such notice, the Retirement Committee may suspend payments of the annuity or other benefit to such person while it causes an investigation to be made as to the continued life and address of such person.

(3) If any person to whom a benefit is payable hereunder is an infant, or if the Retirement Committee determines that any person to whom a retirement annuity or other benefit is payable is incompetent by reason of physical or mental disability, the Committee shall have power to cause the payments becoming due to such person to be made to another for his benefit without responsibility of the Committee or the Trustee to see to the application of such payments. Payments made pursuant to such power shall operate as a complete discharge of the annuity trust fund, the Trustee and the Retirement Committee.

(4) Notwithstanding the other provisions of this Section, a member who retires or becomes entitled to a vested annuity shall receive an annuity computed as provided for under the provisions of the Plan in effect on the date of his termination of service or retirement, except that: (a) effective for payments made under Section 4a., b., or d. of the Plan on and after October 1, 1990, the Retirement Annuity of a member who retired or was eligible for normal or late retirement under the Plan prior to January 1, 1990 shall be increased by the greater of the increase attributable to paragraph (b) below or 10%, provided that any increase attributable to this paragraph (a) shall be a minimum of $35 per month for any eligible member who at retirement had either (i) completed at least 25 years of Creditable Service, or (ii) attained his normal retirement date and completed at least 10 years of Creditable Service; and (b) effective on and after January 1, 1981, except for those members who on and after January 2, 1994 elect a retirement benefit in a single lump sum as described in Option 3 under Section f.(2) hereof, any change in the years used in calculating Career Earnings under Section l of the Plan that would improve the benefits payable to a member who had retired prior to the effective date of such change or changes, but on or after January 1, 1981 shall be applied to calculate the Career Earnings of such member; and (c) effective for such payments made on and after July 1, 1994, the retirement annuity of a member who retired or was eligible for normal or late retirement under the Plan prior to January 1, 1994 shall be increased by the greater of $500 or the amount of increase attributable to the amendment to Section 1 adopted on May 26, 1994.

(5) The annual benefit for a calendar year shall be defined and adjusted as provided in section 415(b)(2) of the Internal Revenue Code and no annual annuity shall be payable in excess of the lesser of the maximum dollar amount permitted by section 415(b)(1)(A) of the Internal Revenue Code, or 100% of the average compensation of the member for the three consecutive calendar years which yield the highest average during which the participant was an active participant in the Plan, subject to the following conditions:

(a) For purposes of determining the percentage limitations in Section
4i.(5), the term "compensation" shall mean compensation as defined under Section 415(c)(3) of the Internal Revenue Code and the Treasury Regulations issued thereunder.

(b) If benefits begin prior to or following the social security retirement age (as defined in section 415(b)(8) of the Internal Revenue Code), the maximum annual dollar amount will be adjusted in accordance with Regulations issued by the Secretary of the Treasury.

(c) If the member has fewer than ten years of Creditable Service at retirement, the maximum benefit payable as a result of the compensation limitation hereunder shall be multiplied by a fraction, of which the numerator is his Creditable Service and the denominator is 10. If the member has fewer than ten years of participation in the Plan, the maximum benefit payable as a result of the dollar limitation hereunder shall be multiplied by a fraction, of which the numerator is his years of participation and the denominator is 10.

(d) Effective as of January 1 of each calendar year, the maximum annual dollar amount referred to in Section 4i.(5) shall increase to the maximum annual dollar amount as determined by the Commissioner of the Internal Revenue Service for such calendar year pursuant to section 415(d)(1)(A) of the Internal Revenue Code. Notwithstanding Section 4i.(4), such increased maximum dollar amount shall also be applicable to participants who have retired under Section 4a., b., or d. of the Plan regardless of whether they have actually begun to receive such benefits.

(e) With respect to a member who was a participant in the Plan before October 3, 1973, in lieu of the foregoing the maximum computed under this subsection shall be the annuity payable under the Plan provision in effect as of October 2, 1973 based upon (a) his aggregate creditable earnings on such date plus (b) his rate of earnings under the Plan in effect as of such date times his years of Creditable Service after such date.

(f) Notwithstanding the foregoing, in the case of an employee who participates in this Plan and in the Company's Savings and Investment Plan or any other defined contribution plan maintained by the employer, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any year shall not exceed 1. In the event the sum of such fractions exceeds 1, the Retirement Committee shall reduce the pension provided under this Plan in order that none of the Plans shall be disqualified under the Internal Revenue Code. For purposes of applying the limitations of this Section, the following rules shall apply:

(I) The "defined benefit plan fraction" for any year shall mean the projected annual pension payable under this Plan (determined as of the close of the calendar year, and determined under the assumptions that his employment will continue until his normal retirement age (i.e., age 65) (or his current age, if greater), that his earnings will continue at the same rate as in effect in the calendar year under consideration, and that all other relevant factors used to determine benefits under the Plan will remain constant for all future years), over the lesser of (i) 1.25 multiplied by the maximum dollar limitation in effect under Section 415(b)(1)(A) of the Internal Revenue Code for such calendar year, or (ii) 1.4 multiplied by the projected annual benefit that would be payable to the member under the Plan (determined as of the close of the calendar year) if the Plan provided the maximum benefit allowable under section 415(b)(1)(B) of the Internal Revenue Code as adjusted by section 235(g)(4) of the Tax Equity and Fiscal Responsibility Act of 1982; provided, however, that

the defined benefit plan fraction with respect to a member whose pension is described in subsection 5(d) hereof shall never be deemed to exceed 1.

(II) The "defined contribution plan fraction" for any calendar year shall mean the actual aggregate annual additions, as hereinafter defined, to the defined contribution plan determined as of the close of the year, over the sum of the lesser of the following amounts determined for the calendar year under consideration and each prior year of service: (i) 1.25 multiplied by the maximum dollar limitation in effect under section 415(c)(1)(A) of the Internal Revenue Code (without regard to section 415(c)(6) of the Internal Revenue Code), or (ii) 1.4 multiplied by the maximum amount of annual additions which could have been credited to such member under section 415(c)(1)(B) of the Internal Revenue Code for such year, taking into account the transition rules for years ending before January 1, 1983 prescribed thereunder and under the Employee Retirement Income Security Act of 1974 and the Tax Equity and Fiscal Responsibility Act of 1982, including the rules of section 415(e)(3) of the Internal Revenue Code, as amended by the Tax Equity and Fiscal Responsibility Act of 1982, and as adjusted by section 235(g)(3) of the Tax Equity and Fiscal Responsibility Act of 1982, unless the Committee elects to apply the rules of section 415(e)(6) of the Internal Revenue Code, as added by the Tax Equity and Fiscal Responsibility Act of 1982; provided, however, that the defined contribution plan fraction shall never be deemed to exceed 1 with respect to years prior to January 1, 1976.

(III) The term "annual addition" shall mean for any calendar year the sum of the Company contributions, Qualified Deferred Earnings Contributions under the Company's Savings and Investment Plan, forfeitures, if any, and (a) for years prior to January 1, 1987, the lesser of employee contributions in excess of 6% of the member's compensation or one-half of the member's total contribution allocated to a member's account in the defined contributions plan, and (b) for years beginning after December 31, 1986, all employee contributions; provided, however, that in computing such annual addition for any year prior to January 1, 1976, the amount of a member's contributions taken into account for such year shall be deemed to be an amount equal to the excess of the aggregate of the member's contributions to the Plan prior to January 1, 1976 (without regard to contributions made on or after October 2, 1973, which exceed the rate of employee contributions prescribed under the terms of the Plan as of such date) over 10% of his aggregate compensation for each year of his participation in the defined contribution Plan prior to such date, multiplied by a fraction, the numerator of which is 1 and the denominator of which is the number of the member's years of participation prior to January 1, 1976.

(IV) The dollar limitation prescribed under Section 4i.(5) hereof shall not apply [and shall not be used in computing the denominator of the defined benefit plan fraction under Section 4i.(5)(e)(I)] in the case of any member who was a member in the Plan on December 31, 1982 and whose annual benefit accrued under the Plan as of such date determined in accordance with section 415(b)(2) of the Internal Revenue Code, exceeds such limitation. In lieu thereof, the member's annual accrued benefit as of December 31, 1982 shall be the applicable dollar limitation.

(g) The limitations of subsection (f) shall not apply with respect to any member who on September 2, 1974 participated in this Plan and a defined contribution plan maintained by an employer, if the following conditions are met:

(I) The defined benefit plan fraction with respect to the member is not increased, by amendment or otherwise, after September 2, 1974, and

(II) No contributions are made under the defined contribution plan after such date.

(h) The limitation of this Section with respect to any member who at any time has participated in any other defined benefit plan, or in more than one defined contribution plan, maintained by an employer or by a corporation which is a member of a controlled group of corporations [within the meaning of section 1563(a), determined without regard to section 1563(a)(4) and (e)(3)(C), and section 415(h) of the Internal Revenue Code], of which the employer is a member, shall apply as if the total benefits payable under all defined benefit plans in which the member has been a participant were payable from one plan, and as if the total annual additions made to all defined contribution plans in which the member has been a participant were made to one plan.

(6) The benefits provided under this Plan shall be reduced in the case of any member or beneficiary under uniform rules adopted by the Committee, by the amount of any benefits payable to such member or beneficiary under any other qualified non-government pension plan or program or any retirement or pension benefits payable to him under the laws of any foreign government, to the extent that the benefits payable under such other plan or program are based on service which is included in Prior Service, Membership Service or Special Service, hereunder, and are not attributable to contributions made to such other plan or program by the member.

(7) The benefits provided under this Plan shall be reduced, under uniform rules adopted by the Retirement Committee, in the case of any member reemployed by an employer to avoid duplication of any benefits previously paid by this Plan to such member after a prior termination of service and with respect to annuity payments, only to the extent prior to the member's attainment of age 65. Such reduction shall not apply to the extent that the member shall, upon reemployment, repay to the Trustee any amount received from the Trust with interest thereon compounded annually, at the rate to be determined by the Retirement Committee from the date or dates of receipt of such benefits to the date of repayment to the Trust.

(8) Whenever the amount of a benefit under this Plan is to be determined by an actuarial procedure, effective January 1, 1984, the following actuarial assumptions will be used: The interest rate assumption for annuity forms of benefit payments shall be 7 1/2% per annum and for the lump sum form of payment shall be the applicable Pension Benefit Guaranty Corporation discount rate for the month three months preceding the date of retirement if the election is made before retirement, or for the month following an election for the lump sum form of payment made after retirement. The mortality assumption for all forms of benefit payments except for the lump sum form of payment shall be based upon the latest Unisex Mortality Table prepared by the Plan's actuary and adopted by the Committee. For lump sum payments, the Pension Benefit Guaranty Corporation Immediate Annuity Lump Sum Factor shall be used.

j. Qualified Domestic Relations Order: Notwithstanding anything in the Plan to the contrary, the payment of any benefit to which a member may be entitled under this Section 4 shall be subject to a qualified domestic relations order within the meaning of section 414(p) of the Internal Revenue Code.

k. Special Rules For Certain Members Who Are Not Eligible To Retire Under Sections 4.a. or 4.d.: Notwithstanding anything to the contrary in Sections 4.c., 4.d., 4.f. or 4.h., this Section 4.k. provides special rules for a member who (i) terminates service or dies on or after January 1, 1994, (ii)

has completed at least 5 Anniversary Years of Creditable Service upon his termination from service or death, and (iii) has accrued a portion of his Plan benefit prior to January 1, 1994 (the "Pre-1994 benefit"). The otherwise applicable provisions of the Plan shall apply to such member except to the extent specifically modified herein.

(1) Except as provided below, a terminated member (other than a deceased member) described in this Section 4.k. may elect to receive his pre-1994 benefit at any time after his attainment of age 50 and on or before attainment of age 65, commencing on the first day of the month following such election. The member shall receive such benefit in the normal form provided under Section 4.f.(1). If the member elects commencement of his pre-1994 benefit before age 65, such benefit shall be reduced for early commencement by applying the percentages set forth in Schedule C.

(2) If a member (other than a deceased member) described in this Section
4.k. terminates service (A) between the ages 50 and 55 with at least 10 years of Creditable Service, and his attained age when added to his years of Creditable Service equals or exceeds 65, he may elect to receive his pre-1994 benefit before age 65, reduced for early commencement by applying the percentages set forth in Schedule C; or (B) when his attained age when added to his years of Creditable Service equals or exceeds 90, he may elect to receive his pre-1994 benefit before age 65, reduced for early commencement by applying the percentages set forth in Schedule D. Such a member shall receive his pre-1994 benefit in the normal form provided under Section 4.f.(1); provided, however, he may elect an optional form of payment in accordance with the provisions of Section 4f.(2) or 4g.

(3) The surviving spouse of a deceased member described in this Section
4.k., who is entitled to benefits under Section 4.h., may elect to have the amount attributable to the member's pre-1994 benefit commence prior to the end of the month following the month in which the member would have attained his normal retirement date, but not earlier than the date the member first would have reached age 50.

(4) If a member's pre-1994 benefit is paid or commences to be paid pursuant to (1), (2) or (3) above, the remaining portion of his benefit shall be equal to his benefit, determined under the provisions of Section 4.a. (taking into account all years of Creditable Service and all Career Earnings), and expressed in the form of a single life annuity payable at normal retirement date reduced by his pre-1994 benefit, expressed in the form of a single life annuity payable at normal retirement date. Such remaining benefit shall be payable under the otherwise applicable provisions of this Plan.

(5) If receipt of the pre-1994 benefit of a member described in this
Section 4.k. commences after the member attains, or would have attained, age 55, the remaining portion of his benefit shall commence at the same time.

l. Suspension of Benefit Rules: If a member terminates employment or retires and is reemployed by an employer before such member's normal retirement date, the payment of any benefits he is then receiving shall be suspended. If a member terminates employment or retires and is reemployed by an employer on or after such member's normal retirement date, or if a member continues in employment after the member's normal retirement date, payment of the member's pension shall be suspended in accordance with the following provisions:

(1) If the member is reemployed or continues in Suspendible Employment, the payment of any benefits he is then receiving or entitled to receive shall be suspended until his subsequent retirement. The Retirement Committee will notify the member of the suspension of benefits in the manner, form and at such time as is required by applicable law.

(2) If the member is reemployed, or continues in employment other than Suspendible Employment, the payment of any benefits he is then receiving shall be suspended, and the amount of his resumed benefit payments upon subsequent retirement shall be the amount in effect immediately before the suspension, increased actuarially to reflect the delayed commencement of payments, but only to the extent the value of such actuarial increase exceeds the value of any additional pension earned during the period employment after normal retirement date.

(3) For purposes of this Section 4.(l), "Suspendible Employment" means the completion of 40 or more hours of service with the employer during any calendar month (or four or five week payroll period).

m. Direct Rollover Rules: Effective for distributions under the Plan on or after January 1, 1993, at the written request of a distributee (which shall mean a member, a surviving spouse of a member, or a spouse or former spouse of a member that is an alternative payee under a Qualified Domestic Relations Order), and upon receipt of the written consent of the Retirement Committee, the Trustee shall effectuate a direct rollover distribution of the amount requested by the distributee in accordance with Section 401(a)(31) of the Internal Revenue Code, to an eligible retirement plan (as defined in Section 401(a)(31)(D) of the Internal Revenue Code). Such amount shall constitute all or part of any distribution otherwise to be made hereunder to the distributee, provided that such distribution constitutes an "eligible rollover distribution," as defined in
Section 402(c) of the Internal Revenue Code and the regulations and other guidance issued thereunder. All direct rollover distributions shall be made in accordance with the following:

(1) The term "eligible rollover distribution" means any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or for a specified period of ten years or more; or any distribution to the extent such distribution is required under Section 401(a)(9) of the Internal Revenue Code; or any distribution to the extent such distribution is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities).

(2) The term "eligible retirement plan" means an individual retirement account described in Section 408(a) of the Internal Revenue Code, an individual retirement annuity described in
Section 408(b) of the Internal Revenue Code, or (to the extent provided in Section 401(a)(31)(D) of the Internal Revenue Code) a qualified trust described in Section 401(a) of the Internal Revenue Code that accepts the distributee's eligible rollover distribution. However, in the case of an eligible

rollover distribution to a surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(3) A direct rollover distribution shall be made to only one eligible retirement plan; a distributee may not elect to have a direct rollover distribution apportioned between more than one eligible retirement plan.

(4) Direct rollover distributions shall be made in cash in the form of a check made payable to the trustee or custodian of the eligible retirement plan, in accordance with procedures established by the Retirement Committee.

(5) No direct rollover distribution shall be made unless the distributee furnishes the Retirement Committee with such information as the Committee shall require, including but not limited to: the name of the recipient eligible retirement plan, and any account number or other identifying information.

(6) A distributee may have a portion of an eligible rollover distribution distributed directly to him and a portion directly rolled over to an eligible retirement plan as such distributee may determine.

SECTION 5
Contributions

All of the retirement annuity payments provided under this Plan shall be financed entirely by means of contributions made by the Company and Associate Companies, subject to conditions set forth under Sections 9 and 12.

a. Service Contributions: Subject to the future financial needs and condition of the business as determined by its Board of Directors, it is the intention of the employer to continue the Plan and, within the time allowed by law for filing of its federal income tax return for each fiscal year, to make regular contributions each year in such amounts as are necessary to maintain the Plan on a sound actuarial basis, and to meet minimum funding standards prescribed by any applicable law. Upon transfer from Special Service to service with an employer, appropriate contributions shall be made with respect to each employee so transferred to provide the benefits for such Special Service.

b. Actuarial Calculations: The Company shall adopt from time to time, service and mortality tables and the rates of interest to be used in actuarial calculations required in connection with the Plan. As an aid to the Company in adopting such tables the actuary designated by the Company shall from time to time submit recommendations to the Company as to possible changes affecting such tables. The actuary shall, in addition, make annual valuations of the contingent assets and liabilities of the Plan and establish the rate of Company contributions payable to the Plan.

c. Continuation of Plan: The continuation of this Plan and the payment of contributions are not assumed as contractual obligations of the employer.

SECTION 6
Funding the Plan

a. Trust Fund: All contributions made by the employer to provide the benefits under this Plan shall be paid into a trust fund. The trust fund will be held and invested as described in the trust agreement, a brief description of the provisions of which is given in Section 7 hereof. No part of the fund may be used for, or diverted to, purposes other than for the exclusive benefit of employees or their beneficiaries, nor may any part of the fund be remitted to the Company, except as otherwise permitted under ERISA, provided, however, that the reasonable expenses of the Trustee in the administration of this trust as well as fees and other charges incurred for investment counseling and for actuarial services and expenses of the Retirement Committee and the Plan Assets Committee will be paid out of the trust fund.

b. Annuities: Notwithstanding anything herein to the contrary, if the Retirement Committee shall find that any benefit prescribed in this Plan can be provided with equal security to the members at the same or less cost, or at an increased cost, provided the Company shall approve, through the purchase of immediate or deferred annuities from any governmental agency or insurance company or companies, approved by the Company, the Retirement Committee is authorized and empowered to provide for the payment of such benefits by purchase thereof from such agency or company or companies.

SECTION 7
Administration of the Trust Fund - The Trust Agreement

The Company has entered into a Trust Agreement with The Northern Trust Company, providing for the administration of the annuity trust fund by that bank as Trustee thereof, which includes provisions with respect to the powers and authority of the Trustee (in its discretion and/or as directed by an Investment Adviser appointed by the Plan Assets Committee) as to the investment and reinvestment of the trust fund and the income therefrom provided, however, the Company specifically reserves unto itself or its delegate the Plan Assets Committee, through the Proxy Voting Committee, the right to vote any shares of securities held in the Trust Fund or, alternatively, may permit the Investment Adviser to exercise such responsibility and provisions with respect to the administration of the trust fund, the limitations on the liability of the Trustee, authority of the Company to settle the accounts of the Trustee and of the Retirement Committee on behalf of all persons having any interest in the trust fund, and from time to time, to appoint a new Trustee in place of any then acting Trustee to the trust fund, and that, with respect to any payments to or for the benefit of any employee or beneficiary under this Plan, the Trustee shall follow the directions of the Retirement Committee. The Trust Agreement further provides that the Company shall have the right, from time to time, to modify or amend the Trust Agreement in whole or in part, provided that no such amendment shall divert any part of the annuity trust fund to purposes other than the exclusive benefit of employees or their beneficiaries; provided, however, that the reasonable expenses of the Trustee in the administration of this trust as well as fees and other charges incurred for investment counseling (including any Investment Adviser) and for actuarial services and expenses of the Retirement Committee and of the Plan Assets Committee will be paid out of the trust fund. The Trust Agreement shall be deemed to form a part of this Plan, and any and all rights or benefits which may accrue to any person under this Plan shall be subject to all the terms and provisions of said Trust Agreement.

SECTION 8
Committees

a. (1) Retirement Committee: This Plan is administered by a Retirement Committee consisting of at least three persons appointed by the Board of Directors of the Company. Members of the Retirement Committee may resign at any time upon due notice in writing. The Board of Directors of the Company may remove any Retirement Committee members and appoint others in their places. The Retirement Committee may act by a majority of its members.

(2) The Retirement Committee shall be the Plan Administrator and shall have fiduciary responsibility under the Employee Retirement Income Security Act of 1974 for the general operation of the Plan, except that the Retirement Committee shall have no responsibility for or control over the investment of the Plan assets, other than the authority to provide for the purchase of annuities pursuant to Section 6b. of the Plan and to give written directions to the Trustee to retain cash as provided in Article II Section 2.1(a)i of the Trust Agreement to meet contemplated payments under the Plan. The Retirement Committee may appoint or employ such persons as it deems necessary to render advice with respect to any responsibility of the Retirement Committee under the Plan. The Retirement Committee may allocate to any one or more of its members any

responsibility it may have under the Plan and may designate any other person or persons to carry out any responsibility of the Retirement Committee under the Plan, other than its authority described above with respect to the retention of cash and the purchase of annuities. Any person may serve in more than one fiduciary capacity with respect to the Plan.

(3) Duties:

(a) The Retirement Committee will determine the names of annuitants and joint annuitants and the amounts that are payable to them from the trust fund in accordance with the provisions of this Plan.

(b) The Retirement Committee shall keep in convenient form such data as shall be necessary for actuarial valuations of the contingent assets and liabilities of the Plan and for checking the experience thereof.

(c) The Retirement Committee shall determine the manner in which the funds of the Plan shall be dispensed including the form of voucher or waiver to be used in making disbursements and the due notification of persons authorized to approve and sign the same.

(d) The Retirement Committee shall determine whether a judgment, decree or order, including approval of a property settlement agreement, made pursuant to a state domestic relations law, including a community property law, that relates to the provision of child support, alimony payments, or marital property rights of a spouse, former spouse, child, or other dependent of the member is a qualified domestic relations order within the meaning of section 414(p) of the Internal Revenue Code, and shall give the required notices and segregate any amounts that may be subject to such order if it is a qualified domestic relations order, and shall administer the distributions required by any such qualified domestic relations order.

(4) Administration of Plan: The Retirement Committee is authorized to make such rules and regulations as may be necessary to carry out the provisions of the Plan and will determine any questions arising in the administration, interpretation and application of the Plan, which determination shall be conclusive and binding on all parties. The Retirement Committee is also authorized to adopt such rules and regulations as in its opinion may be necessary to prevent inequities with respect to any employees whose total annual compensation did not exceed $7,500 in any year during which such inequity occurred and the determination of the Committee on such inequity and the correction thereof shall be conclusive and binding on all parties. The Retirement Committee is also authorized to provide for accelerated vesting and to purchase or arrange for payment of an appropriate annuity or any other form of payment or to permit the immediate distribution of Plan benefits in those cases involving groups of employees involuntarily terminated, including, but not limited to, cases involving groups of employees who involuntarily cease to render Creditable Service due to a liquidation, sale, or other means of terminating the parent-subsidiary or controlled group relationship with the Employer or the sale or other transfer to a third party of all or substantially all of the assets used by the Employer in a trade or business conducted by the Employer, when the Retirement Committee determines that such action is appropriate to prevent inequities with respect to such employees, and the determination of the Committee in such matters shall be conclusive and binding on all parties. For the purpose of the preceding sentence, Employer includes the definition of controlled group contained in Section 1c. hereof. Further, the Retirement Committee, upon the written request of the Company's Vice

President-Personnel, is authorized, with respect to a member of the Plan who has five or more years of Credited Service and who is transferred to the purchaser of a portion of the Company's operations, effective the day after the Closing Date of the Sale, to grant additional Creditable Service and additional credit for age under the Plan, in each case up to one percent for each year of Creditable Service, and to advance the date through which a member's earnings are calculated pursuant to Section 1q. hereof, so as to prevent hardship with respect to his participation in said purchaser's pension plan. The Retirement Committee, upon written request of the Company's Vice-President-Personnel, is also authorized to waive, either in whole or in part, the percentage reductions for early commencement of retirement benefits set forth in Section 4d. and/or to grant additional years of Creditable Service and additional credit for age under the Plan, or a combination thereof, up to a total of five (5), in those cases where groups of employees have terminated employment either as a result of a reduction in the work force or early retirement incentive programs or for similar economic reasons, and the determination of the Retirement Committee shall be conclusive and binding on all parties. The Retirement Committee is also authorized to adopt such rules and regulations as it may consider necessary or desirable for the conduct of its affairs and the transaction of its business, including, but not limited to, the power on the part of the Retirement Committee to act without formally convening and to provide that action of the Retirement Committee may be expressed by written instrument signed by a majority of its members. It shall elect a Secretary, who need not of necessity be a member of the Retirement Committee, who shall record the Minutes of its proceedings and shall perform such other duties as may from time to time be assigned to him. The Retirement Committee may retain legal counsel (who may be counsel for the Company) when and if it be found necessary to do so and may also employ such other assistants, clerical or otherwise, as may be requisite, and expend such monies as may be requisite in their work. All of these expenses of the Retirement Committee and the reasonable expenses of the Trustee in the administration of this trust as well as for actuarial services will be paid out of the trust fund.

b. (1) Plan Assets Committee: A Plan Assets Committee consisting of at least three persons appointed by the Board of Directors of the Company shall have exclusive authority and fiduciary responsibility under the Employee Retirement Income Security Act of 1974 (i) to appoint and remove Investment Advisers, if any, under the Plan and the Trust Agreement, (ii) to direct the segregation of assets of the Retirement Annuity Trust Fund into an Investment Adviser account or accounts at any time, and from time to time to add to or withdraw assets from such Investment Adviser account or accounts as it deems desirable or appropriate and also to direct the Company's contribution or any portion thereof into any of the accounts maintained under the trust, (iii) to direct the Trustee to enter into an agreement or agreements with an insurance company or companies designated by the Plan Assets Committee as provided in Article II Section 2.6 of the Trust Agreement, (iv) to establish investment guidelines for areas other than those set forth above and, within such guidelines, to direct the Trustee to purchase and sell securities or to enter into one or more agreements with one or more companies, partnerships or joint ventures and to transfer assets of the Retirement Annuity Trust Fund to such entities for purposes of investment therein; provided however, that, except as expressly set forth herein, the Plan Assets Committee shall have no responsibility for or control over the investment of the Plan assets held in the fund established hereunder. Notwithstanding the foregoing, the Company specifically reserves unto itself or its delegate, the Plan Assets Committee, through the Proxy Voting Committee, the right to vote any shares of securities held in the Trust Fund or, alternatively, may permit the Investment Adviser to exercise such responsibility. In addition, the Plan Assets Committee shall receive the reports and recommendations of the actuary designated by the Company under Section 5b. hereof concerning actuarial assumptions to be adopted on subjects including, but not limited to, employee turnover, rate of mortality,

disability rate, ages at actual retirement, rate of pay increases, investment income and size of participant group, and make such recommendations and determinations based upon such reports and recommendations as it may deem necessary or appropriate. The Plan Assets Committee may appoint or employ such persons as it deems necessary to render advice with respect to any responsibility of the Plan Assets Committee under the Plan. The Plan Assets Committee may allocate to any one or more of its members any responsibility that it may have under the Plan and may designate any other person or persons to carry out any responsibility of the Plan Assets Committee under the Plan. Any person may serve in more than one fiduciary capacity with respect to the Plan. Members of the Plan Assets Committee may resign at any time upon due notice in writing. The Board of Directors of the Company may remove any Plan Assets Committee members and appoint others in their places. The Plan Assets Committee may act by a majority of its members.

(2) The Plan Assets Committee is authorized to make such rules and regulations as may be necessary to carry out its duties under the Plan. The Plan Assets Committee is also authorized to adopt such rules and regulations as it may consider necessary or desirable for the conduct of its affairs and the transaction of its business, including, but not limited to, the power on the part of the Plan Assets Committee to act without formally convening and to provide that action of the Plan Assets Committee may be expressed by written instrument signed by a majority of its members. It shall elect a Secretary, who need not of necessity be a member of the Plan Assets Committee, who shall record the Minutes of its proceedings and shall perform such other duties as may from time to time be assigned to him. The Plan Assets Committee may retain legal counsel (who may be counsel for the Company) when and if it be found necessary to do so and may also employ such other assistants, clerical or otherwise, as may be requisite, and expend such monies as may be requisite in their work. All of these expenses of the Plan Assets Committee as well as expenses for investment counseling will be paid out of the trust fund.

c. To the extent permitted by law, the Retirement Committee, the Plan Assets Committee, the Trustee, the Boards of Directors of the employers, and the employers and their respective officers shall not be liable for the directions, actions or omissions of any agent, legal or other counsel, accountant or any other expert who has agreed to the performance of administrative duties in connection with the Plan or Trust. The Committees, the Trustee, the Boards of Directors of the employers, and the employers and their respective officers shall be entitled to rely upon all certificates, reports, data, statistics, analyses and opinions which may be made by such experts and shall be fully protected in respect to any action taken or suffered by them in good faith reliance upon any such certificates, reports, data, statistics, analyses or opinions; all action so taken or suffered shall be conclusive upon each of them and upon all persons having or claiming to have any interest in or under the Plan.

d. Indemnification: Each member of the Retirement Committee and each member of the Plan Assets Committee shall be indemnified by the Company against all costs and expenses (including counsel fees but excluding any amount representing a settlement unless such settlement be approved by the Board of Directors of the Company) reasonably incurred by or imposed upon him, in connection with or resulting from any action, suit or proceeding, to which he may be made a party by reason of his being or having been a member of the Retirement Committee or the Plan Assets Committee, as applicable (whether or not he continues to be a member of such Committee at the time when such cost or expense is incurred or imposed), to the full extent permitted by law. The foregoing rights of indemnification shall not be exclusive of other rights to which any member of the Retirement Committee or the Plan Assets Committee may be entitled as a matter of law.

SECTION 9
Amendments and Changes in Plan and Coverage

Because of the uncertainty as to future conditions, including the possibility that Federal Social Security Benefits may be extended and liberalized, the Company necessarily reserves the right, through its Board of Directors, at any time to modify, suspend or discontinue this Plan or the annuity trust fund and to change the Trustee. Any such amendment may effect a substantial change in the Plan, and may include (but shall not be limited to) provisions for disability pensions, provisions permitting or requiring employees to make contributions to the trust, provisions for the participation in the Plan of any corporation or any change deemed by the Company to be necessary or desirable to make the Plan conform to, or to obtain tax benefits under, any existing or future laws or rules or regulations thereunder, and a change in the class or classes of persons to whom any retirement annuity may be or become payable or in the amount of any such annuity. An employer may at any time, or from time to time, change the designation of a group or class of employees with respect to the eligibility or non-eligibility of such group or class for membership in the Plan, as well as change, modify, consolidate or redefine any and all groups or classes of employees for purposes of such designation. Any such amendment or change shall not reduce any retirement annuities which shall have already been granted and which are then in force and shall not so operate as to divert substantial amounts of trust funds from one group of employees to any other group of employees. No such amendment or change shall discriminate in favor of employees who are officers, stockholders, persons whose principal duties consist of supervising the work of other employees, or highly compensated employees or their beneficiaries, provided, however, that changes shall not be considered discriminatory, because of readjustment of the Plan to integrate benefits in accordance with present or future Social Security Laws of the United States or any State or States.

The Committee may make non-substantive administrative changes to the Plan so as to conform with or take advantage of governmental requirements, statutes or regulations.

SECTION 10
Non-Alienation of Benefits

No benefit payable under the provisions of the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such benefits be in any manner liable for or subject to the debts, contracts, liabilities, engagements or torts of any member or beneficiary except as specifically provided in the Plan, or by a qualified domestic relations order within the meaning of section 414(p) of the Internal Revenue Code, or by any other applicable law.

SECTION 11
Associate Companies

a. Adoption of Plan: Any corporation, with the consent of the Company, by taking appropriate corporate action may become an Associate Company and secure the benefits of this Plan for its employees by adopting this Plan as its Retirement Annuity Plan and by executing the Trust Agreement. As a condition to such corporation becoming an Associate Company, the Company may require such corporation to modify or amend any pension plan which such corporation may then have so as to conform to the provisions of this Plan, or to limit Prior Service, as defined in Section 3, to service rendered for such corporation on and after a date to be determined by the Company. The Associate Company shall thereafter promptly deliver to the Trustee a certified copy of the resolutions or other documents evidencing its adoption of this Plan and also a written instrument showing the consent by the Company to such adoption.

b. Employee Transfers: Any employee who is transferred from one employer under this Plan to another employer under this Plan shall receive upon retirement a retirement annuity based on his Creditable Service with all such employers.

c. Withdrawal: The Company may upon thirty (30) days written notice request an Associate Company to withdraw from the Plan and upon the expiration of such thirty (30) day period, unless such Associate Company has taken the appropriate corporate action to accomplish such withdrawal, such Associate Company shall be deemed to have withdrawn from the Plan and the provisions of
Section 12 shall apply. The Retirement Committee shall give written notice to the Trustee of any such withdrawal.

SECTION 12
Withdrawal from Plan

Any employer may withdraw from the Plan by giving the Retirement Committee thirty (30) days written notice of its intention to withdraw. In the event any employer withdraws from the Plan, the Retirement Committee shall thereupon determine, on the basis of actuarial valuation, that portion of the annuity trust fund held on account of the employees of such employer not yet retired. The Retirement Committee shall thereupon instruct the Trustee to set aside such assets in the annuity trust fund, as the Retirement Committee shall specify, which equal in value that portion of the annuity trust fund so determined by the Retirement Committee. The Retirement Committee in its discretion shall direct the Trustee either (1) to hold such assets so set aside for the exclusive benefit of the employees of such withdrawing employer, who were members under this Plan on the date of such withdrawals; or (2) to deliver such assets to such trustee or trustees as shall be selected by such withdrawing employer; or (3) to use such assets to purchase an appropriate retirement annuity for each employee of such withdrawing employer who was a member on the date of such withdrawal.

SECTION 13
Termination of Plan

a. Application of Funds: Upon complete or partial termination of the Plan, the rights of all affected members to affected benefits accrued to the date of such termination, to the extent then funded, shall be non-forfeitable. If the Plan is terminated by an employer for any reason, the funds in the trust shall be used and applied by the Retirement Committee, after expenses, exclusively for the benefit of members and annuitants at the time of termination

in accordance with the formula set forth below by either purchasing or arranging for payment of an appropriate annuity or any other form of payment approved by the Retirement Committee, and for no other purpose, and when so used and applied the trust shall finally cease and be at an end. The funds shall be allocated for distribution in the following order:

(1) In the case of a benefit, payable as an annuity to a member or beneficiary, which was in pay status as of the beginning of the three-year period ending on the termination date of the Plan, to each such benefit, based on the provisions of the Plan (as in effect under the five-year period ending on such date) under which such benefit would be the least.

(2) In the case of a benefit, payable as an annuity to a participant or beneficiary, which would have been in pay status as of the beginning of such three-year period if the participant had retired prior to the beginning of the three-year period and if his benefits had commenced (in the normal form of annuity under the Plan) as of the beginning of such period, to each such benefit based on the provisions of the Plan (as in effect during the five-year period ending on such date) under which such benefit would be the least.

(3) To all other benefits, if any, of individuals under the Plan subject to the Pension Benefit Guaranty Corporation insurance guarantee and to any additional benefits to a substantial owner, as that term is defined in
Section 4022(b)(6)(A) of the Employee Retirement Income Security Act of 1974, which would be subject to the guarantee but for their "substantial owner" status.

(4) To all other non-forfeitable benefits under the Plan and, if the assets are not sufficient to cover all such remaining non-forfeitable benefits, then to the benefits resulting from the Plan as in effect five years prior to the date of termination, and if assets remain after satisfaction of such benefits, then to each increase in benefits resulting from amendments during the last five years in the order in which those amendments occurred.

(5) To all other benefits under the Plan.

(6) In the event that there remain additional funds available for distribution after the funds have been distributed as provided in said paragraphs (1), (2), (3), (4) and (5) above, any other provisions of this
Section 13 notwithstanding, any funds, remaining as a result of actuarial error may be reclaimed by the employer. Any of such funds remaining, but not as a result of actuarial error, and/or any of such funds remaining as a result of actuarial error, but not reclaimed by the employer, shall be distributed in such a manner that all the annuitants and members included in paragraphs (1), (2),
(3), (4) and (5) above shall receive an additional amount determined by multiplying the total value of these remaining assets in the trust fund by a percentage computed by dividing the value as of the date of termination of such annuitant's remaining benefits or such member's benefits, as the case may be, by the total value as of the date of termination of the remaining benefits, or the benefits of all such annuitants or members under the Plan, as the case may be.

b. In the event of the termination of the Plan, the benefit of any one of the twenty-five (25) most highly compensated employees (whether a current or former employee) is limited to a benefit that is nondiscriminatory under Section 401(a)(4) of the Internal Revenue Code.

c. Unless an escrow or similar agreement is permitted and established in accordance with IRS procedures, annual payments to any one of the twenty-five
(25) most highly compensated employees is restricted to the sum of:

(1) the amount that would be paid under a straight life annuity that is the actuarial equivalent of the employee's accrued benefit and other benefits to which the employee is entitled under the Plan; and

(2) the amount the employee is entitled to receive under a social security supplement.

However, none of the restrictions in this subsection (c) shall apply to any one of the twenty-five (25) most highly compensated employees if any of the conditions set forth in IRS Regulations Section 1.401(a)(4)-5(b)(3)(iv) are satisfied with respect to such employee.

d. Excess Reserves: Any excess reserves resulting from the application of the foregoing provisions of this Section shall be used and applied for the benefit of other members who are employees of such employer, in accordance with the provisions of the Plan.

e. Change in Law: In the event that it should subsequently be determined by statute, court decision administrative ruling, or otherwise, that the provisions of this Section applicable to the twenty-five (25) most highly compensated employees are no longer necessary to qualify the Plan under the Internal Revenue Code, such provisions shall be ineffective without the necessity of further amendment of the Plan.

SECTION 14
Plan Mergers and Consolidations

In the event of any merger or consolidation of the Plan with, or transfer in whole or in part of the assets and liabilities of the trust fund to another trust fund held under, any other plan of deferred compensation maintained or to be established for the benefit of all or some of the members of this Plan, the assets of the trust fund applicable to such members shall be transferred to the other trust fund only if:

a. Each member would, if either this Plan or the other plan were to terminate at such time, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive immediately before the merger, consolidation or transfer if this Plan had then terminated;

b. The employer and any new or successor employer of the affected members shall authorize such transfer of assets; and

c. Such new or successor employer shall assume all liabilities with respect to such members' inclusion in the new employer's plan.

SECTION 15
Claims Procedure

Any request by a member or any other person for any benefit alleged to be due under the Plan shall be known as a "Claim" and the member or such other person making a Claim shall be known as a "Claimant."

A Claim shall be filed when a written statement has been made by the Claimant or his authorized representative and delivered to the Vice President-Personnel, Pfizer Inc, 235 East 42nd Street, New York, New York 10017. This statement shall include a general description of the benefit which the Claimant believes is due and the reasons that the Claimant believes such benefit to be due, to the extent this is within the knowledge of the Claimant. It shall not be necessary for the Claimant to cite any particular Section or Sections of the Plan, but only to set out the facts known to him which he believes constitute a basis for a Claim.

Within 90 days of the receipt of the Claim by the Plan, the Vice President-Personnel shall (i) notify the Claimant that the Claim has been approved, (ii) notify the Claimant that the Claim has been partially approved and partially denied, or (iii) notify the Claimant that the Claim has been denied. Notice of the decision shall be in writing and shall be delivered to the Claimant either personally or by first-class mail. Special circumstances may require an extension of time for processing the claim. In such event, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial 90 day period but in no event shall the extension exceed a period of 90 days from the end of such initial period. The notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan expects to render the final decision.

In the event a Claim is denied in whole or in part, the notice of denial shall set forth (i) the specific reason or reasons for the denial, (ii) specific reference to the pertinent Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for the Claimant to perfect the Claim and an explanation of why such material or information is necessary, and (iv) an explanation of the Plan's claims review procedure.

Within 60 days of the receipt of a notice of denial of a Claim in whole or in part, a Claimant or his duly authorized representative (i) may request a review upon written application to the Retirement Committee, (ii) may review documents pertinent to the Claim, and (iii) may submit issues and comments in writing to the Retirement Committee.

It shall be the duty of the Retirement Committee to review a Claim for which a request for review has been made and to render a decision not later than 60 days after receipt of a request for review; provided, however, that if special circumstances require an extension of time for processing, a decision shall be rendered no later than 120 days after receipt of a request for review. Written notice of any such extension shall be furnished to the Claimant within 60 days after receipt of request for review. The decision shall be in writing and shall include the specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based. The decision shall be delivered to the Claimant either personally or by first-class mail. If the decision on review is not furnished within such time, the Claim shall be deemed denied on review.

SECTION 16

Top-Heavy Rule

a. Notwithstanding any provision in the Plan to the contrary, if the Plan is determined by the Retirement Committee to be top-heavy, as that term is defined in section 416 of the Internal Revenue Code, in any calendar year, commencing on or after January 1, 1984, then for that calendar year the vesting schedule and minimum benefit rules, as set forth below, shall be applicable. Determination of whether the Plan is top-heavy shall be made in accordance with section 416(g)(2)(B) of the Internal Revenue Code.

b. Definitions solely applicable to this Section 16.

(1) "Compensation" shall mean the amount reportable by the employer for federal income tax purposes as wages paid to the member for such period.

(2) "Determination Date," the date for determining whether the Plan is top-heavy, shall be the December 31 of the preceding year.

(3) "Key Employee" shall have the same meaning as in section 416(i)(1) of the Internal Revenue Code.

(4) "Non-Key Employee" shall mean an employee other than a Key Employee as defined in subsection b.(3) above.

(5) "Testing Period" shall mean the period of consecutive years, not exceeding five (5), during which a member had the greatest aggregate compensation from the employer, but not including years beginning before January 1, 1984 or years in which this Plan was determined not to be top-heavy.

(6) "Valuation Date," for minimum funding purposes, shall be a date within the twelve-month period ending on the Determination Date, regardless of whether a valuation for minimum funding purposes is performed in that year.

c. For the purpose of determining whether this Plan is top-heavy, this Plan, the Company's Savings and Investment Plan, and the Company's Employee Stock Ownership Plan shall be aggregated, as provided in section 416(g)(2)(A) of the Internal Revenue Code.

d. Vesting Schedule: Employees shall acquire a vested interest in an annuity under the Plan in accordance with the following schedule:

20% of the accrued benefit under Section 4a. after two (2) Anniversary Years of Creditable Service; 40% of the accrued benefit under Section 4a. after three (3) Anniversary Years of Creditable Service; 60% of the accrued benefit under Section 4a. after four (4) Anniversary Years of Creditable Service; 80% of the accrued benefit under Section 4a. after five (5) Anniversary Years of Creditable Service; and 100% of the accrued benefit under Section 4a. after six (6) Anniversary Years of Creditable Service.

e. Minimum Benefit Rule: A Non-Key Employee's benefit shall not be less than the lesser of: 2% of his average compensation during the testing period, not exceeding the compensation limitation under section 416(d) of the Internal Revenue Code and applicable regulations, multiplied by those years of service with the employer on or after January 1, 1984 in which this Plan is determined to be top-heavy or 20% of his average compensation during the testing period; provided, however, that any minimum benefit provided under this Section 16 shall be offset by the actuarial equivalent of the value of the employer's contributions to the Company's Savings and Investment Plan and the Company's Employee Stock Ownership Plan on the Non-Key Employee's behalf. Such actuarial equivalent shall be calculated using the Pension Benefit Guaranty Corporation immediate annuity lump sum factor, with male and female factors equally weighted, in effect three (3) months prior to termination of employment. All accruals derived from employer contributions, whether or not attributable to years in which the Plan is top-heavy, may be used in determining whether the minimum accrued benefit requirements for a Non-Key Employee has been satisfied.

f. If the Plan becomes subject to the adjustments pursuant to section 416(h) of the Internal Revenue Code, the defined benefit plan fraction described in section 415(e)(2)(B) and the defined contribution fraction described in section 415(e)(3)(B) shall be applied by substituting 1.0 for 1.25 in the denominator of each fraction.

g. If the Plan becomes top-heavy and in a subsequent year ceases to be top-heavy, the vesting schedule under Section 16d. shall revert to the vesting schedule under Section 4c. of the Plan provided, however, that any employee who has completed at least five (5) or more years of Creditable Service at the time

the Plan ceases to be top-heavy and who had at least one (1) hour of service while the Plan was a top-heavy plan, shall be entitled to elect, within a reasonable period (such period to be determined by the Retirement Committee when relevant but in no event no earlier than 60 days following the latest of (i) the date upon which the reversion to the prior vesting schedule became effective, or
(ii) the day the employee is issued written notice by the Retirement Committee that the prior schedule is applicable), whether the vesting schedule in Section
16d. or in Section 4c. is applicable to his benefit.

SCHEDULE A

List of Eligible Groups or Classes

Groups or Classes eligible for participation in the Retirement Annuity Plan (except in each case employees covered by a collective bargaining agreement that does not provide for coverage of such employees under the Plan):

1. All employees in the service of Pfizer Inc at the following locations:

New York Headquarters, New York, New York Brooklyn Plant, Brooklyn, New York
Groton Plant and Research Laboratories, Groton, Connecticut Vigo Plant and Research Laboratories, Terre Haute, Indiana Washington Office, Washington, D.C. Atlanta Branch, Doraville, Georgia
Chicago Branch, Hoffman Estates, Illinois Clifton Branch, Clifton, New Jersey
Dallas Branch, Dallas, Texas
Parsippany Plant, Parsippany, New Jersey Irvine Branch, Irvine, California
Lee's Summit Plant, Lee's Summit, Missouri Aviation Department, West Trenton, New Jersey Lincoln, Nebraska
West Chester, Pennsylvania
Exton, Pennsylvania
Miami, Florida
Omaha, Nebraska
White Hall, Illinois
Albany, New York
Arlington, Texas
Ashland, Virginia
Englewood, Colorado
Marietta, Georgia
Olive Branch, Mississippi
Orlando, Florida
Sacramento, California
South Bend, Indiana
Memphis, Tennessee

2. Headquarters Foreign Residents in the service of a foreign subsidiary (as defined in section 3121(1)(8) of the Internal Revenue Code) of Pfizer Inc who are United States citizens employed outside the continental limits of the United States.

3. All Field Sales Personnel in the service of the following groups or divisions of Pfizer Inc:

Pfizer Laboratories
Animal Health Group
Roerig
Consumer Health Care Group
Pratt
National Health Care Operations Specialty
Powers Rx
Pfizer Corporation Carolina

4. All employees in the service of the following Associate Companies:

Pfizer International Inc.
Howmedica, Inc.
Howmedica Management and Technical Services, Ltd. Pfizer Pharmaceuticals, Inc.
Shiley Heart Valve Research Center Valleylab, Inc.
Strato/Infusaid, Inc.
Schneider (USA) Inc., a Pfizer Company American Medical Systems, Inc.
NAMIC USA Corporation
Corvita Corporation
Howmedica Leibinger Inc.

5. All employees employed in Puerto Rico by Pfizer Corporation, an Associate Company.

Age                                 Percentage
----------------------------------------------
65                                         100
64                                          94
63                                          88
62                                          82
61                                          76
60                                          70
59                                          64
58                                          58
57                                          52
56                                          46
55                                          40

 Age                                 Percentage
------------------------------------------------
 65                                         100
 64                                          96
 63                                          92
 62                                          88
 61                                          84
 60                                          80
 59                                          76
 58                                          72
 57                                          68
 56                                          64
 55                                          60

Age                Service          Percentage
----------------------------------------------
64                   26                    100
63                   27                    100
62                   28                    100
61                   29                    100
60                   30                    100
59                   31                     96
58                   32                     92
57                   33                     88
56                   34                     84
55                   35                     80

EXHIBIT 10(iv)

PFIZER INC
NONFUNDED DEFERRED
COMPENSATION AND SUPPLEMENTAL
SAVINGS PLAN
(As amended through 1/97)

1. Each employee who is a Member of the Pfizer Inc Savings and Investment Plan and who is prevented, because of the restrictions of Section 415(c)(1)(A) or
Section 401(a)(17) of the Internal Revenue Code, from contributing further to the Savings and Investment Plan may elect on or before the last day of any calendar month, beginning with the following calendar month, to defer payment of future compensation, in whole percents, at a rate not to exceed the greater of 6% or the rate of pre-tax contribution permitted under the Savings and Investment Plan to "highly compensated employees," as that term is defined under
Section 414(q) of the Internal Revenue Code, until he ceases to be an employee of the Company, unless before such time he dies or becomes totally disabled, as determined by the Employee Compensation and Management Development Committee or the Executive Compensation Committee, as appropriate, in which case all amounts credited to his account shall become payable as soon as practicable thereafter in a single sum payment. Notwithstanding the preceding sentence, an employee cannot defer compensation under this Plan at a rate in excess of the employee's combined rate of pre-tax and post-tax contribution under the Company's Savings and Investment Plan. The deferrals by such employee under this Plan shall be matched by the Company in accordance with the formula for Company matching contributions under the Company's Savings and Investment Plan.

If the restrictions of Section 415 or Section 401(a)(17) of the Internal Revenue Code prevent an employee from receiving any Company matching contributions or employee forfeitures, any amount that would have been contributed on the employee's behalf to the Company's Savings and Investment Plan by the Company as a matching contribution and any amount that would have been credited to the employee by way of forfeitures if it were not for such restrictions, shall be credited to the employee hereunder.

Any election to defer shall be made by written notice directed to the Vice President-Personnel of the Company. Any such election may be terminated, or may be modified as to the amount of deferral (in whole percents of compensation only) or as to the form of deferral (whether interest or units) with regard to future compensation, commencing with the following calendar month, upon written notice directed to the Vice President-Personnel of the Company on or before the last day of the calendar month preceding the calendar month in which such compensation would otherwise be payable. Switching the form of deferral of monies previously deferred may be done, as of the first day of any calendar month, by notice in writing to the Vice President-Personnel of the Company before such date. With respect to a Member subject to Section 16 of the Securities Exchange Act of 1934, an election to transfer into, or out of, the unit account shall be permitted only if the Member has not elected to transfer out of, or into, the unit account within this Plan, Fund C within the Pfizer

Savings and Investment Plan or the unit account within the Pfizer Inc Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee Directors during the prior six months.

2. All compensation deferred by the employee hereunder shall be held in the general funds of the Company and shall be credited to the employee's account, and, at the employee's election, the account shall be credited with (a) interest at a rate equal to the rate of return for Fund A in the Savings and Investment Plan, compounded monthly, (b) a number of units, calculated to the nearest thousandth of a unit, produced by dividing the amount of compensation deferred, on the date such compensation would otherwise have been paid, by the closing market price of the Company's Common Stock as reported on the Consolidated Tape of the New York Stock Exchange on the last business day prior to the date such compensation would otherwise have been paid, or (c) a combination of (a) and (b).

Company matching contributions and/or forfeitures shall be held in the general funds of the Company and shall be credited to the employee's account in the form of units only.

Whenever a dividend is declared, the number of units in the employee's account shall be increased by the result of the following calculations: 1) the number of units in the employee's account multiplied by any cash dividend declared by the Company on a share of its Common Stock, divided by the closing market price of such Common Stock on the related dividend record date; and/or 2) the number of units in the employee's account multiplied by any stock dividend declared by the Company on a share of its Common Stock. In the event of any change in the number or kind of outstanding shares of Common Stock of the Company including a stock split or splits, other than a stock dividend as provided above, an appropriate adjustment shall be made in the number of units credited to the employee's account.

3. At least ninety days before he ceases to be an employee of the Company, an employee may elect, or may modify an election that he had previously made, to receive payment of the balance credited to his account in a lump sum or in annual installments, and he may elect the time that such payment or payments are to be made; provided however, that no payments shall be made prior to the employee's next taxable year following his termination of employment; and further provided that, solely for the purposes of this subsection 3, in the case of an employee who is transferring to a company which is at least 30% owned by the Company, the employee shall not be deemed to cease to be an employee of the Company until he ceases to be an employee of said company. In the absence of an election, such payments will begin with the first month of the employee's next taxable year following his termination of employment and will be made in five annual installments, provided however that if the amount of the payment is less than 10%, or such smaller percentage established by the Savings Plan Committee of the Savings and Investment Plan (the "Committee"), of the employee's total benefit from the Savings and Investment Plan and this supplemental plan, such payment shall be made in a lump sum, unless at least ninety days before the employee ceases to be an employee of the Company, the employee elects another form of payment as provided in this subsection 3.

To the extent that the employee's account has been credited with units calculated as provided in Section 2, the amount payable to the employee in each instance shall be determined by multiplying the number of units by the closing market price of the Company's Common Stock on the day prior to the date for payment or the last business day prior to that date, if the day prior to the date for payment is not a business day.

Where the employee receives the balance of his account in annual installments of deferred compensation, the first installment shall be a fraction of the value of the balance of the amount deferred and credited to the employee's account by way

of interest and/or units calculated under Section 2 hereof, as the case may be, on the date of such payment, the numerator of which is one (1) and the denominator of which is the total number of installments remaining to be paid at that time. Each subsequent installment shall be calculated in the same manner, except that the denominator shall be reduced by the number of installments that have been paid previously.

4. If an employee should become totally disabled, as determined by the Employee Compensation and Management Development Committee or the Executive Compensation Committee, as appropriate, before full payment of all amounts credited to his account, such amounts shall be paid to him in a single sum payment to be made as soon as practicable after such event. If an employee should die before full payment of all amounts credited to his account, such amounts shall be paid to his beneficiary or beneficiaries designated under the Savings and Investment Plan in accordance with the participant's payment election on file at the time of death or if no beneficiary or beneficiaries are named under that Plan or the named beneficiary or beneficiaries have predeceased him, to his estate in a single sum payment to be made as soon as practicable after his death. If an employee wishes to designate a different beneficiary or beneficiaries than are provided for by the method set forth above he may do so by written notice to the Senior Vice President-Employee Resources of the Company. At any time, and from time to time, any such designation may be changed or canceled by the employee without the consent of any beneficiary. Any such designation, change or cancellation must be by written notice filed with the Senior Vice President-Employee Resources of the Company and shall not be effective until received by the Senior Vice President-Employee Resources of the Company. If an employee designates more than one beneficiary, any payments to such beneficiaries shall be made in equal shares unless the employee has designated otherwise.

5. An employee's election to defer receipt of his compensation shall continue until he ceases to be an employee unless he earlier terminates such election with respect to future compensation by written notice delivered to the Vice President-Personnel of the Company. Any such notice shall become effective as of the end of the calendar month in which such notice is received by the Vice President-Personnel. Amounts credited to the account of an employee prior to the effective date of such notice shall not be affected thereby and shall be paid to him in accordance with Section 1, Section 3 or Section 4, as appropriate.

6. The right of an employee to any amounts credited to his account shall not be subject to assignment by him. If an employee does assign his right to any amounts credited to his account, the Company may disregard such assignment and discharge its obligation hereunder by making payment as though no such assignment had been made.

7. Notwithstanding anything contained in Section 1 or Section 5 to the contrary, an employee who receives a hardship distribution under the Company's Savings and Investment Plan shall not defer compensation hereunder for the period of 12 months commencing after receipt of the hardship distribution.

8. The Savings and Investment Plan Committee may make non-substantive administrative changes to this Plan so as to conform with or take advantage of governmental requirements, statutes or regulations.

EXHIBIT 10(vii)

PFIZER INC.
NONFUNDED SUPPLEMENTAL
RETIREMENT PLAN
(As amended through 1/96)

1. The Company shall make payments supplementing the amounts payable under the Pfizer Retirement Annuity Plan (the Plan) to retiring employees whose benefits under the Plan are limited, by reason of Section 415 and, on and after January 1, 1989, Section 401(a)(17) of the Internal Revenue Code, to amounts less than would be payable under the provisions of said Plan if calculated without reference to the limitations imposed by Section 415 and, on and after January 1, 1989, Section 401(a)(17) of the Internal Revenue Code.

2. To the extent practicable, such supplemental payments by the Company shall, in the case of each such employee, be substantially equal to the difference between the benefits payable under the Plan and the benefits that would be payable under the provisions of the Plan if calculated without reference to the limitations imposed by Section 415 and, on and after January 1, 1989, Section 401(a)(17) of the Internal Revenue Code, and further the Company shall make payments supplementing the amounts payable under the Plan for employees who elect to defer income under the "Pfizer Inc. Nonfunded Deferred Compensation and Supplemental Savings Plan" by treating such deferred amounts as though they were a part of the employee's Creditable Earnings under the Plan.

3. At least ninety days before an employee ceases to be an employee of the Company, the employee may elect, or may modify an election that the employee had previously made, to receive payment of such supplemental payments by the Company in a lump sum or in monthly or annual installments, and the employee may elect the time that such lump sum payment or installments are to be made, except that no payment or payments shall be made prior to the employee's next taxable year following termination of employment, and provided that in the absence of an election, such supplemental payments by the Company shall be made in ten annual installments commencing with the first month of the employee's next taxable year following termination of employment, further provided that if the amount of the supplemental payment is less than 10%, or such smaller percentage established by the Retirement Committee of the Retirement Annuity Plan (the "Committee"), of the employee's total retirement benefit from the Retirement Annuity Plan and this supplemental plan, such payment shall be made in a lump sum, unless at least ninety days before the employee ceases to be an employee of the Company, the employee elects another form of payment as provided in this subsection 3., and still further provided that, solely for the purposes of this subsection 3., in the case of an employee who is transferring to a company which is at least 30% owned by the Company, the employee shall not be deemed to cease to be an employee of the Company until he ceases to be an employee of said company.

4. An employee's right to supplemental payments hereunder may not be assigned. If an employee does assign such right, the Company may disregard such assignment and discharge its obligation by making payment as though no such assignment had been made.

5. The Committee may make non-substantive administrative changes to this Plan so as to conform with or take advantage of governmental requirements, statutes or regulations.

AGREEMENT

This Agreement, made and entered into as of the ____ day of _______, 199_ ("Agreement"), by and between Pfizer Inc. a Delaware corporation ("Company"), and [INSERT NAME] ("Indemnitee"):

WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and

WHEREAS, the current impracticability of obtaining adequate insurance and the uncertainties relating to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board of Directors of the Company (the "Board") has determined that the inability to attract and retain such persons is detrimental to the best interests of the Company's stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; and

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services by Indemnitee. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in any such position.

Section 2. Indemnification - General. The Company shall indemnify, and advance Expenses (as hereinafter defined) to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

Section 3. Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this
Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the Court in which such Proceeding shall have been brought or is pending, shall determine.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 7. Advancement of Expenses. The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within twenty days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

Section 8. Procedure for Determination of Entitlement to Indemnification.

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this
Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section
8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 9. Presumptions and Effect of Certain Proceedings.

(a) If a Change of Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(b) If the person, persons or entity empowered or selected under Section 8 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 9(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 8(b) of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

Section 10. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within 90 days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made pursuant to Section 6 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 10(a). The Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this
Section 10 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) In the event that Indemnitee, pursuant to this
Section 10, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 17 of this Agreement) actually and reasonably incurred by him in such judicial adjudication or arbitration, but only if he prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement or expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

Section 11. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-Laws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or termination of this Agreement or any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or termination.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 12. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) 10 years after the date that Indemnitee shall have ceased to serve as a director, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 10 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors and administrators.

Section 13. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 14. Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

Section 15. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 16. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 17. Definitions. For purposes of this Agreement:

(a) "Change in Control" means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the "Act"), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after the Effective Date (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

(b) "Corporate Status" describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

(c) "Disinterested Director" means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) "Effective Date" means May 23, 1996.

(e) "Expenses" shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(f) "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement.

(g) "Proceeding" includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 10 of this Agreement to enforce his rights under this Agreement.

Section 18. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 19. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder.

Section 20. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a) If to Indemnitee, to:

[INSERT NAME]
Pfizer Inc.
235 East 42nd Street
New York, NY 10017

(b) If to the Company to:

Pfizer Inc.
235 East 42nd Street New York, New York 10017 Attn: Office of the Secretary

or such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

Section 21. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

Section 22. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

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

ATTEST:                                                     PFIZER INC.

By                                     By
   -----------------------------            ---------------------------------

Address:             [INSERT NAME]
                     Pfizer Inc.
                     235 East 42nd Street
                     New York, NY 10017

AGREEMENT

This Agreement, made and entered into as of the ____ day of _______, 199_ ("Agreement"), by and between Pfizer Inc. a Delaware corporation ("Company"), and [INSERT NAME] ("Indemnitee"):

WHEREAS, highly competent persons are becoming more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation; and

WHEREAS, the current impracticability of obtaining adequate insurance and the uncertainties relating to indemnification have increased the difficulty of attracting and retaining such persons;

WHEREAS, the Board of Directors of the Company (the "Board") has determined that the inability to attract and retain such persons is detrimental to the best interests of the Company's stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future; and

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified;

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services by Indemnitee. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in any such position.

Section 2. Indemnification - General. The Company shall indemnify, and advance Expenses (as hereinafter defined) to Indemnitee as provided in this Agreement and to the fullest extent permitted by applicable law in effect on the date hereof and to such greater extent as applicable law may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall not be limited to, the rights set forth in the other Sections of this Agreement.

Section 3. Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Company. Pursuant to this Section 3, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 4. Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this
Section 4 if, by reason of his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Company in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the Court in which such Proceeding shall have been brought or is pending, shall determine.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 7. Advancement of Expenses. The Company shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within twenty days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

Section 8. Procedure for Determination of Entitlement to Indemnification.

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 8(a) hereof, a determination, if required by applicable law, with respect to Indemnitee's entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred, by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this
Section 8(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors (as hereinafter defined), or (B) if a quorum of the Board of Directors consisting of Disinterested Directors is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) by the stockholders of the Company; or (iii) as provided in Section 9(b) of this Agreement; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee's entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys' fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) hereof, the Independent Counsel shall be selected as provided in this Section
8(c). If a Change of Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change of Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of "Independent Counsel" as defined in Section 17 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 8(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 8(b) hereof, and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 8(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a)(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 9. Presumptions and Effect of Certain Proceedings.

(a) If a Change of Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(b) If the person, persons or entity empowered or selected under Section 8 of this Agreement to determine whether Indemnitee is entitled to indemnification shall not have made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 9(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 8(b) of this Agreement and if (A) within 15 days after receipt by the Company of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b) of this Agreement.

(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

Section 10. Remedies of Indemnitee.

(a) In the event that (i) a determination is made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this Agreement, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to
Section 8(b) of this Agreement and such determination shall not have been made and delivered in a written opinion within 90 days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made pursuant to Section 6 of this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 8 or 9 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 10(a). The Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 8 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change of Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this
Section 10 the Company shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made or deemed to have been made pursuant to Section 8 or 9 of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee's statement not materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) In the event that Indemnitee, pursuant to this
Section 10, seeks a judicial adjudication of or an award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement, Indemnitee shall be entitled to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the types described in the definition of Expenses in Section 17 of this Agreement) actually and reasonably incurred by him in such judicial adjudication or arbitration, but only if he prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement or expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

Section 11. Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-Laws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or termination of this Agreement or any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or termination.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 12. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) 10 years after the date that Indemnitee shall have ceased to serve as a director, or (b) the final termination of all pending Proceedings in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 10 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors and administrators.

Section 13. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 14. Exception to Right of Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

Section 15. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 16. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

Section 17. Definitions. For purposes of this Agreement:

(a) "Change in Control" means a change in control of the Company occurring after the Effective Date of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the "Act"), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if after the Effective Date (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

(b) "Corporate Status" describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

(c) "Disinterested Director" means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) "Effective Date" means May 23, 1996.

(e) "Expenses" shall include all reasonable attorneys' fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(f) "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term "Independent Counsel" shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement.

(g) "Proceeding" includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 10 of this Agreement to enforce his rights under this Agreement.

Section 18. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

Section 19. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder.

Section 20. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:

(a) If to Indemnitee, to:

[INSERT NAME]
Pfizer Inc.
235 East 42nd Street
New York, NY 10017

(b) If to the Company to:

Pfizer Inc.
235 East 42nd Street New York, New York 10017 Attn: Office of the Secretary

or such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

Section 21. Governing Law. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.

Section 22. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.

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

ATTEST:                                                     PFIZER INC.

By                                     By
   -----------------------------            ---------------------------------

Address:             [INSERT NAME]
                     Pfizer Inc.
                     235 East 42nd Street
                     New York, NY 10017

EXHIBIT 10(x)

PFIZER INC.
RETIREMENT PLAN FOR
NON-EMPLOYEE DIRECTORS
(Frozen as of October 1996)

Non-employee directors of the Company who satisfy the following requirements will receive a pension after retirement from the Board:

(i) the directors must be at least sixty years of age at the time of retirement,
(ii) the directors must have served a minimum of five years on the Board and
(iii) the director must have years of service on the Board that, when added to his or her age at the time of retirement, equal at least 70,

provided, however, that the foregoing requirements set forth in clauses (ii) and
(iii) shall not apply to any non-employee Director who leaves the Board to accept a position with, or provide services to, a governmental, charitable or educational institution the policies of which prohibit continued services as a Director. The pension is an annuity equal to the director's annual cash retainer at the time of the retirement. Payments will be made in monthly installments for a period of time equal to the period that the director served on the board. A survivor benefit is payable to the director's spouse after the director's death until the full benefit is paid.

EXHIBIT 10(xiii)

PFIZER INC.
RESTRICTED STOCK PLAN
FOR NON-EMPLOYEE DIRECTORS
(As amended through 6/94)

1. Purpose and Effective Date of Plan

This plan shall be known as the Pfizer, Inc Restricted Stock Plan for Non-Employee Directors. The purpose of this Plan is to enable Pfizer Inc ("the Company") to attract and retain persons of outstanding competence to serve as directors of the Company by paying such persons a portion of their compensation in stock of the Company pursuant to the terms of this Plan. The Plan shall become effective as of October 1, 1989, subject to the approval of the shareholders of the Company.

2. Stock Available for the Plan

An aggregate of 50,000 shares of common stock of $0.10 par value of the Company shall be available for delivery, pursuant to the provisions of this Plan. Such shares shall be either previously unissued shares or reacquired shares. Any restricted shares awarded under this Plan which become forfeited for any reason shall again be available for other restricted awards under the Plan.

3. Eligibility for Participation in Plan

Participation in this Plan is limited to persons who serve as directors of the Company and who are not "employees" of the Company (or its subsidiaries) within the meaning of the Employee Retirement Income Security Act of 1974, as amended. It is intended that all non-employee directors of the Company will be participants to the Plan.

4. Awards of Restricted Common Stock Under the Plan

Upon the effective date of the Plan, each participant in the Plan shall receive an award of 100 restricted shares of common stock. Thereafter, awards consisting of 100 restricted shares of common stock will be made to each participant, who is elected or who continues as a director, each year, effective as of the date of the Annual Meeting of Shareholders. Upon the election of a director to fill a vacancy, the director so elected shall be awarded 100 restricted shares of common stock.

Each award of restricted shares under this Plan shall be immediately registered in the name of the participant but shall be expressly subject to the restrictions, the service provisions, and the other, terms and conditions set forth in Section 5 of this Plan.

5. Restrictions, Removal of Restrictions, and Terms and Conditions of Awards of Restricted Shares

(a) Each participant shall have the right to receive all dividends and other distributions made with respect to restricted shares registered in his or her name and shall have the right to vote or execute proxies with respect to such registered restricted shares, unless and until such shares are forfeited pursuant to the provisions of this Plan. Each participant shall have the right to defer receipt of said dividends or other such distributions.

Possession of the certificates of restricted shares shall be retained by the Treasurer of the Company for the benefit of participants, but subject to the restrictions of this Plan, until the provisions of the Plan relating to removal of the restrictions have been satisfied.

(b) Shares of restricted stock may not be sold, assigned, pledged or otherwise transferred by the participant unless and until all of the restrictions imposed by this Plan have been removed pursuant to the provisions of this Plan. Where the restrictions are removed from such shares within less than six months of the date of grant, the participant shall not dispose of such shares until six months have elapsed from the date of grant.

(c) None of the shares of restricted stock awarded under this Plan shall become free of restrictions and non-forfeitable until the termination of the participant's service as a director of the Company at the earliest of the participant's:

(i) death or disability;

(ii) retirement-from the Board within one year of attaining age 70;

(iii) failure to be re-elected after being duly nominated; or

(iv) resignation to enter government service.

Subject to Section 5(d) below, any involuntary termination for cause effected by Board or shareholder action, shall result in forfeiture of the restricted shares.

(d) In the event of a "change of control" of the Company (as defined below), the Board will accelerate the removal of all restrictions relating to all or a portion of the outstanding restricted shares. Involuntary termination of Board service, except for cause, following a change of control will result in immediate lapse of the forfeiture provisions relating to all of the affected director's restricted shares. In any situation involving acceleration of the removal of restrictions relating to the awarded shares upon a change of control, the Board will repurchase all such shares which were awarded more than six months prior to the change of control at the then fair market price instead of

releasing the shares to the participant owning such shares. For purposes of this Plan, a "change of control" of the Company shall mean a change of control of a nature that would be required to be reported in response to item 1(a) of Form 8-K promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act"); provided that, without limitation, such a change of control shall be deemed to have occurred if (a) any "person" (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company's then outstanding securities, or (b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof unless the election, or the nomination for election by shareholders of each new director was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of the period.

(e) All shares with respect to which the restrictions are not removed in accordance with the provisions of this Plan shall be forfeited and shall revert to the Treasury of the Company. All awarded shares shall remain subject to the Plan's restrictions prohibiting sale or transfer of such shares during the period of time while the participant continues to serve as a director of the Company, and for a period of six (6) months thereafter. Notwithstanding any other provision of this Plan, the issuance or delivery of any shares may be postponed for such period as may be required to comply with any applicable requirements of any national securities exchange or any requirements under any other law or regulation applicable to the issuance or delivery of such shares, and the Company shall not be obligated to issue or deliver any such shares if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

6. Amendment or Termination of Plan

The Company reserves the right to amend, modify or terminate this Plan at any time by action of its Board of Directors, provided that such action shall not adversely affect any participant's rights under the provisions of this Plan with respect to awards of restricted stock which were made prior to such action, and further provided that any change in eligibility under the Plan or in the number of shares available for grant under the Plan will be subject to the approval of the shareholders of the Company. In no event, however, shall the provision of
Section 5 be amended more than once every six months, other than to comport with changes in the Internal Revenue Code, the Employee Retirement Income Security Act, or the rules thereunder.

7. Administration of Plan

This Plan shall be administered by the Employee Compensation and Management Development, Committee (hereinafter referred to as the "'Administrator") . All decisions which are made by the Administrator with respect to interpretation of the terms of the Plan, or with respect: to any questions or disputes arising under this Plan, shall be final and binding on the Company and on the participants and their heirs or beneficiaries.

8. Recapitalization

In the event of any change in the number or kind of outstanding shares of common stock of the Company by reason of a recapitalization, merger, consolidation, dividend, combination of shares or any other change in the corporate structure or shares of stock of the Company, the Board of Directors of the Company will make appropriate adjustments in the number of shares available for delivery pursuant to the provisions of this Plan and the number of shares to be awarded to each participant under this Plan.

9. Compliance with Section 16

Transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any provision of the plan or action by the plan administrators is deemed not to comply with an applicable condition of Rule 16b-3, it shall be deemed null and void, to the extent permitted by law and deemed advisable by the Plan administrators.

10. Cessation of Awards

Notwithstanding any other provision of the Plan, no further awards of restricted stock shall be made under the Plan after June 23, 1994.