PFIZER INC (Form: 8-K, Received: 10/06/2015 17:27:16)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 6, 2015 (October 5, 2015)

PFIZER INC.

(Exact name of registrant as specified in its charter)


Delaware	1-3619	13-5315170
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

235 East 42nd Street New York, New York		10017
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 733-2323

Not Applicable

(Former Name or Former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.

Other Events.

On October 5, 2015, Pfizer Inc. (the “Company”) completed its previously announced debt exchange offers (the “Exchange Offers”) to exchange any and all validly tendered and not validly withdrawn 6.05% Notes due 2017 (the “Old 2017 Notes”), 5.20% Notes due 2020 (the “Old 2020 Notes”), 5.80% Notes due 2023 (the “Old 2023 Notes”) and 5.60% Notes due 2040 (the “Old 2040 Notes” and, collectively with the Old 2017 Notes, the Old 2020 Notes and the Old 2023 Notes, the “Hospira Notes”) issued by Hospira, Inc. (“Hospira”), a recently acquired subsidiary of the Company, for new notes issued by the Company (as described below). Pursuant to the Exchange Offers, the aggregate principal amounts of the Hospira Notes set forth below were validly tendered and accepted and subsequently cancelled:

(i)

$502,779,000 aggregate principal amount of Old 2017 Notes;

(ii)

$329,916,000 aggregate principal amount of Old 2020 Notes;

(iii)

$342,017,000 aggregate principal amount of Old 2023 Notes; and

(iv)

$494,769,000 aggregate principal amount of Old 2040 Notes.

Following such cancellation, $80,519,000 aggregate principal amount of Hospira Notes remain outstanding across the four series.

In connection with the Exchange Offers, the Company also solicited consents from holders of the Hospira Notes to amend (the “Proposed Amendments”) the indenture governing the Hospira Notes and the Hospira Notes to, among other things (1) eliminate substantially all of the restrictive covenants, (2) extend the cure period for certain events of default, (3) change the delivery date of the annual compliance certificate and (4) modify the change of control provisions in the Hospira Notes so that they will no longer apply. Prior to the acceptance for exchange of the tendered Hospira Notes by the Company, Hospira entered into the third supplemental indenture, dated as of October 5, 2015 (the “Third Supplemental Indenture”), between Hospira and MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), as trustee, and, with respect to each series of Hospira Notes that remain outstanding after the settlement of the Exchange Offers, amended the indenture governing the Hospira Notes and the Hospira Notes to adopt the Proposed Amendments.

In connection with the settlement of the Exchange Offers, the Company issued (i) $502,754,000 aggregate principal amount of 6.05% Notes due March 30, 2017 (the “2017 Notes”), (ii) $329,737,000 aggregate principal amount of 5.20% Notes due August 12, 2020 (the “2020 Notes”), (iii) $342,004,000 aggregate principal amount of 5.80% Notes due August 12, 2023 (the “2023 Notes”) and (iv) $494,769,000 aggregate principal amount of 5.60% Notes due September 15, 2040 (the “2040 Notes” and, together with the 2017 Notes, the 2020 Notes and the 2023 Notes, the “Notes”) in exchange for the validly tendered and accepted Hospira Notes. The Notes have been registered under the Securities Act of 1933 (the “Act”) pursuant to a Registration Statement on Form S-4 (No. 333-206758) which was filed with the Securities and Exchange Commission (the “SEC”) and became effective on September 25, 2015. The terms of the Notes are further described in the Company’s prospectus dated September 25, 2015, as filed with the SEC under Rule 424(b)(3) of the Act on that date. The issuance of the Notes occurred

on October 5, 2015. The Notes are unsecured general obligations of the Company and will rank equally with all other unsecured and unsubordinated indebtedness of the Company from time to time outstanding.

The Notes are governed by the terms of an indenture, dated as of January 30, 2001, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”), as supplemented by the fifth supplemental indenture, dated as of October 5, 2015, between the Company and the Trustee (the “Fifth Supplemental Indenture”).

The foregoing summary of the Third Supplemental Indenture and the Fifth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Third Supplemental Indenture and the Fifth Supplemental Indenture, copies of which are filed with this Current Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description

4.1		Third Supplemental Indenture, dated as of October 5, 2015, between Hospira, Inc. and MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), as trustee, to the Indenture, dated as of June 14, 2004, between Hospira, Inc. and LaSalle Bank National Association, as trustee, as supplemented by the Second Supplemental Indenture, dated as of April 30, 2009, between Hospira, Inc., MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), as successor trustee, and Bank of America, N.A., as successor by merger to LaSalle Bank National Association, as resigning trustee, relating to the 6.05% Notes due 2017, 5.20% Notes due 2020, 5.80% Notes due 2023 and 5.60% Notes due 2040 issued by Hospira, Inc.

4.2		Fifth Supplemental Indenture, dated as of October 5, 2015, between Pfizer Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated as of January 30, 2001, between Pfizer Inc. and The Bank of New York Mellon (formerly The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank), as trustee, relating to the 6.05% Notes due 2017, 5.20% Notes due 2020, 5.80% Notes due 2023 and 5.60% Notes due 2040 issued by Pfizer Inc.

4.3		Form of Pfizer Inc.’s 6.05% Notes due 2017 (included in Exhibit 4.2)

4.4		Form of Pfizer Inc.’s 5.20% Notes due 2020 (included in Exhibit 4.2)

4.5		Form of Pfizer Inc.’s 5.80% Notes due 2023 (included in Exhibit 4.2)

4.6		Form of Pfizer Inc.’s 5.60% Notes due 2040 (included in Exhibit 4.2)

SIGNATURE

Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned.


PFIZER INC.

By:		/s/ Margaret M. Madden
		Margaret M. Madden
		Vice President and Corporate Secretary, Chief Counsel—Corporate Governance

Dated: October 6, 2015

EXHIBIT INDEX


Exhibit No.		Description

4.1		Third Supplemental Indenture, dated as of October 5, 2015, between Hospira, Inc. and MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), as trustee, to the Indenture, dated as of June 14, 2004, between Hospira, Inc. and LaSalle Bank National Association, as trustee, as supplemented by the Second Supplemental Indenture, dated as of April 30, 2009, between Hospira, Inc., MUFG Union Bank, N.A. (f/k/a Union Bank, N.A.), as successor trustee, and Bank of America, N.A., as successor by merger to LaSalle Bank National Association, as resigning trustee, relating to the 6.05% Notes due 2017, 5.20% Notes due 2020, 5.80% Notes due 2023 and 5.60% Notes due 2040 issued by Hospira, Inc.

4.2		Fifth Supplemental Indenture, dated as of October 5, 2015, between Pfizer Inc. and The Bank of New York Mellon, as trustee, to the Indenture, dated as of January 30, 2001, between Pfizer Inc. and The Bank of New York Mellon (formerly The Bank of New York), as successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank), as trustee, relating to the 6.05% Notes due 2017, 5.20% Notes due 2020, 5.80% Notes due 2023 and 5.60% Notes due 2040 issued by Pfizer Inc.

4.3		Form of Pfizer Inc.’s 6.05% Notes due 2017 (included in Exhibit 4.2)

4.4		Form of Pfizer Inc.’s 5.20% Notes due 2020 (included in Exhibit 4.2)

4.5		Form of Pfizer Inc.’s 5.80% Notes due 2023 (included in Exhibit 4.2)

4.6		Form of Pfizer Inc.’s 5.60% Notes due 2040 (included in Exhibit 4.2)

Exhibit 4.1

THIRD SUPPLEMENTAL INDENTURE

Dated as of October 5, 2015

Between

HOSPIRA, INC.,

and

MUFG UNION BANK, N.A.,

As Trustee

Providing for an Amendment to the Indenture dated as of June 14, 2004

6.05% Notes due 2017

5.20% Notes due 2020

5.80% Notes due 2023

5.60% Notes due 2040

TABLE OF CONTENTS


		Page
ARTICLE 1 DEFINITIONS			2
Section 1.1	Definitions		2

ARTICLE 2 AMENDMENTS			2
Section 2.1	Certain Amendments to the Indenture and the Notes.		2

ARTICLE 3 AMENDMENTS TO THE NOTES			3

ARTICLE 4 MISCELLANEOUS			3
Section 4.1	Relation to Original Indenture.		3
Section 4.2	Governing Law.		3
Section 4.3	Concerning the Trustee.		4
Section 4.4	Successors.		4
Section 4.5	Severability.		4
Section 4.6	Counterparts.		4
Section 4.7	Effect of Headings.		4
Section 4.8	Entire Agreement.		4
Section 4.9	Benefits of Third Supplemental Indenture.		4

THIRD SUPPLEMENTAL INDENTURE

THIS THIRD SUPPLEMENTAL INDENTURE (this “ Third Supplemental Indenture ”) is entered into as of October 5, 2015, between HOSPIRA, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “ Company ”), having its principal office at 235 East 42nd Street, New York, New York 10017-5755, and MUFG UNION BANK, N.A. (f/k/a Union Bank, N.A.), a national banking association duly organized and existing under the laws of the United States of America, having its corporate trust office at 551 Madison Avenue, 11 ^th Floor, New York, New York 10022, as trustee (the “ Trustee ”).

WHEREAS, the Company and the Trustee are parties to that certain Indenture, dated as of June 14, 2004 (the “ Base Indenture ”), by and between the Company and LaSalle Bank National Association (the “ Resigning Trustee ”), as trustee, as supplemented by the Second Supplemental Indenture, dated as of April 30, 2009 (the “ Second Supplemental Indenture ”), between the Company, the Trustee, and Bank of America, N.A., as successor by merger to the Resigning Trustee, relating to the Company’s Securities;

WHEREAS, pursuant to Section 3.1 of the Base Indenture, the Company and the Trustee established the terms of certain series of unsecured debt securities entitled the (i) “6.05% Notes due 2017” (the “ 2017 Notes ”) pursuant to the Actions of the Authorized Officers dated March 20, 2007 (“ Officers’ Certificate 1 ”), (ii) “5.20% Notes due 2020” (the “ 2020 Notes ”) pursuant to the Actions of the Authorized Officers dated August 7, 2013 (“ Officers’ Certificate 2 ”), (iii) “5.80% Notes due 2023” (the “ 2023 Notes ”) pursuant to the Actions of the Authorized Officers dated August 7, 2013 (“ Officers’ Certificate 3 ”) and (iv) “5.60% Notes due 2040” (the “ 2040 Notes ” and, together with the 2017 Notes, the 2020 Notes and the 2023 Notes, the “ Notes ”) pursuant to the Actions of the Authorized Officers dated September 7, 2010 (“ Officers’ Certificate 4 ” and, together with Officers’ Certificate 1, Officers’ Certificate 2 and Officers’ Certificate 3, the “ Officers’ Certificates ” and, together with the Base Indenture and the Second Supplemental Indenture, the “ Indenture ”);

WHEREAS, Section 9.2 of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture to the Base Indenture for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Base Indenture or of modifying in any manner the rights of the Holders of Securities of a series issued under the Base Indenture with the consent of the holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture;

WHEREAS, Pfizer Inc., a Delaware corporation (“ Pfizer ”) has offered to exchange (the “ Pfizer Exchange Offers ”) any and all of the outstanding 2017 Notes for new 6.05% Notes due March 30, 2017 of Pfizer (the “ Pfizer 2017 Notes ”), any and all of the outstanding 2020 Notes for new 5.20% Notes due August 12, 2020 of Pfizer (the “ Pfizer 2020 Notes ”), any and all of the outstanding 2023 Notes for new 5.80% Notes due August 12, 2023 of Pfizer (the “ Pfizer 2023 Notes ”) and any and all of the outstanding 2040 Notes for new 5.60% Notes due September 15, 2040 of Pfizer (the “ Pfizer 2040 Notes ” and together with the Pfizer 2017 Notes, the Pfizer 2020 Notes and the Pfizer 2023 Notes, the “Pfizer Notes”), upon the terms and subject to the conditions set forth in the prospectus, dated as of September 25, 2015 (the “ Prospectus ”), filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and Pfizer’s Registration Statement on Form S-4 (File No. 333-206758), filed with the Securities and Exchange Commission (the “ SEC ”) on September 3, 2015, as amended by Amendment No. 1 to Form S-4, filed with the SEC on September 16, 2015;

WHEREAS, in connection with the Pfizer Exchange Offers, Pfizer has also solicited consents from the holders of the Notes to certain proposed amendments (the “ Proposed Amendments ”) to the Indenture with respect to each series of Notes as described in the Prospectus and set forth in Section 2.1 of this Third Supplemental Indenture, with the operation of such Proposed Amendments with respect to a series of Notes being subject to the satisfaction or waiver, where permissible, by Pfizer of the conditions to the Pfizer Exchange Offers, the acceptance by Pfizer for exchange of the Notes of such series validly tendered and not validly withdrawn pursuant to the Pfizer Exchange Offers and the issuance of the Pfizer Notes and payment of the cash consideration payable pursuant to the Pfizer Exchange Offers;

WHEREAS, Pfizer has received and caused to be delivered to the Trustee evidence of the consents from holders of a majority in principal amount of the Outstanding Securities of each series of the Notes to effect the Proposed Amendments under the Indenture with respect to each series of Notes;

WHEREAS, the Company is undertaking to execute and deliver this Third Supplemental Indenture to delete or amend, as applicable, certain provisions and covenants in the Indenture with respect to each series of Notes in connection with the Pfizer Exchange Offers and the related consent solicitations;

WHEREAS, the board of directors of the Company has authorized and approved the execution and delivery of this Third Supplemental Indenture; and

WHEREAS, following the execution of this Third Supplemental Indenture, the terms hereof will become operative (the “ Operative Date ”) upon the satisfaction or waiver, where permissible, by Pfizer of the conditions to the Pfizer Exchange Offers, the acceptance by Pfizer for exchange of the Notes of such series validly tendered and not validly withdrawn pursuant to the Pfizer Exchange Offers and the issuance of the Pfizer Notes and payment of the cash consideration payable pursuant to the Pfizer Exchange Offers, on the settlement date of the Pfizer Exchange Offers.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, and for the equal and proportionate benefit of the holders of the Notes, the Company and the Trustee hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Definitions .

Capitalized terms used in this Third Supplemental Indenture and not otherwise defined herein shall have the meanings assigned to such terms in the Base Indenture.

ARTICLE 2

AMENDMENTS

Section 2.1 Certain Amendments to the Indenture and the Notes .

The Indenture with respect to each series of Notes is hereby amended as follows:

(a) Section 7.4 (Reports by Company); Section 8.1 (Company May Consolidate, Etc., Only on Certain Terms); Section 10.5 (Existence); Section 10.6 (Maintenance of Properties); Section 10.7 (Payment of Taxes and other Claims); Section 10.8 (Restrictions on Secured Debt); and Section 10.9 (Limitations on Sales and Leasebacks) of the Base Indenture shall be deleted in their entirety and replaced with “RESERVED”;

(b) Paragraph (p) of each Officers’ Certificate relating to Change of Control is hereby deleted in their entirety and replaced with “RESERVED”;

(c) The failure to comply with the terms of any of the Sections of the Base Indenture and the Note certificates set forth in clauses (a) and (b) above shall no longer constitute a Default or Event of Default under the Indenture with respect to the applicable series of Notes and shall no longer have any consequence under the Indenture with respect to such series of Notes;

(d) Section 5.1 of the Base Indenture (Events of Default) is hereby amended by replacing paragraphs (1) and (5) as shown below:

(1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 60 days; provided however, that if the Company is permitted by the terms of the Securities of such series to defer the payment in question, the date on which such payment is due and payable shall be the date on which the Company is required to make payment following such deferral, if such deferral has been elected pursuant to the terms of the Securities ; or

(5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

(e) Section 10.4 of the Base Indenture (Statement by Officers As to Default) is hereby amended as shown below:

The Company will deliver to the Trustee, on or before June 1 of each calendar year or on or before such other day in each calendar year as the Company and the Trustee may from time to time agree upon , an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

(f) all definitions set forth in Section 1.1 of the Base Indenture that relate to defined terms used solely in sections that are no longer applicable to any series of Notes are also no longer applicable to such Notes;

(g) all references to Sections of the Indenture amended by this Third Supplemental Indenture shall be to such Sections as amended by this Third Supplemental Indenture.

ARTICLE 3

AMENDMENTS TO THE NOTES

The Notes include certain of the foregoing provisions from the Indenture and each Officers’ Certificate to be deleted or amended pursuant to Article 2 and Article 3 hereof. Upon the Operative Date, such provisions from the Notes shall be deleted or amended as applicable.

ARTICLE 4

MISCELLANEOUS

Section 4.1 Relation to Original Indenture; Effectiveness; and Operation .

This Third Supplemental Indenture supplements the Indenture and shall be a part of and subject to all the terms thereof. Except as supplemented hereby, all of the terms, provisions and conditions of the Indenture and the Notes issued thereunder shall continue in full force and effect. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this Third Supplemental Indenture, then the terms and conditions of this Third Supplemental Indenture shall prevail.

Upon the execution and delivery of this Third Supplemental Indenture, this Third Supplemental Indenture shall be effective. The amendments set forth in Article 2 of this Third Supplemental Indenture shall not become operative, however, until the Operative Date.

Section 4.2 Governing Law .

THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS THIRD SUPPLEMENTAL INDENTURE, THE INDENTURE OR THE NOTES.

Section 4.3 Concerning the Trustee .

The Trustee accepts the amendments of the Indenture effected by this Third Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (i) the validity or sufficiency of this Third Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.

Section 4.4 Successors .

All agreements of the Company in this Third Supplemental Indenture shall bind the Company’s successors. All agreements of the Trustee in this Third Supplemental Indenture shall bind the Trustee’s successors.

Section 4.5 Severability .

In case any provision in this Third Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not (to the fullest extent permitted by applicable law) in any way be affected or impaired thereby.

Section 4.6 Counterparts .

This Third Supplemental Indenture may be executed in counterparts, each of which shall be deemed an original, but all of which shall together constitute one and the same instrument. The exchange of copies of the Third Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Third Supplemental Indenture as to the parties hereto and may be used in lieu of the original Third Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 4.7 Effect of Headings .

The Article and Section headings herein are for convenience of reference only and shall not affect the construction hereof.

Section 4.8 Entire Agreement .

This Third Supplemental Indenture, together with the Indenture as amended hereby and the Notes, contains the entire agreement of the parties with respect to the Notes, and supersedes all other representations, warranties, agreements and understandings between the parties hereto and thereto, oral or otherwise, with respect to the matters contained herein and therein.

Section 4.9 Benefits of Third Supplemental Indenture .

Nothing in this Third Supplemental Indenture, the Indenture or the Notes, express or implied, shall give to any Person, other than the parties hereto and thereto and their successors hereunder and thereunder, any Paying Agent, any Security Registrar and the holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Third Supplemental Indenture or the Notes.

[ signature page follows ]

IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed as of the day and year first above written.


HOSPIRA, INC.

By:		/s/ Brian McMahon
Name:		Brian McMahon
Title:		Vice President

MUFG UNION BANK, N.A., as Trustee

By:		/s/ Marion Zinowski
Name:		Marion Zinowski
Title:		Vice President

[Signature Page to Third Supplemental Indenture]

Exhibit 4.2

PFIZER INC.

and

THE BANK OF NEW YORK MELLON,

Trustee

FIFTH SUPPLEMENTAL INDENTURE

Dated as of October 5, 2015

INDENTURE

Dated as of January 30, 2001

6.05% Notes due 2017

5.20% Notes due 2020

5.80% Notes due 2023

5.60% Notes due 2040

TABLE OF CONTENTS


		Page
ARTICLE ONE

DEFINITIONS

Section 101.	Definition of Terms		2

ARTICLE TWO

GENERAL TERMS AND CONDITIONS OF THE 2017 NOTES

Section 201.	Designation and Principal Amount		2
Section 202.	Maturity		2
Section 203.	Further Issues		2
Section 204.	Global Notes		3
Section 205.	Interest		3
Section 206.	Authorized Denominations		3
Section 207.	Redemption		3
Section 208.	Appointment of Agent		3

ARTICLE THREE

GENERAL TERMS AND CONDITIONS OF THE 2020 NOTES

Section 301.	Designation and Principal Amount		3
Section 302.	Maturity		3
Section 303.	Further Issues		3
Section 304.	Global Notes		4
Section 305.	Interest		4
Section 306.	Authorized Denominations		4
Section 307.	Redemption		4
Section 308.	Appointment of Agent		4

ARTICLE FOUR

GENERAL TERMS AND CONDITIONS OF THE 2023 NOTES

Section 401.	Designation and Principal Amount		4
Section 402.	Maturity		4
Section 403.	Further Issues		4
Section 404.	Global Notes		5
Section 405.	Interest		5
Section 406.	Authorized Denominations		5
Section 407.	Redemption		5
Section 408.	Appointment of Agent		5


ARTICLE FIVE

GENERAL TERMS AND CONDITIONS OF THE 2040 NOTES

Section 501.	Designation and Principal Amount	5
Section 502.	Maturity	5
Section 503.	Further Issues	6
Section 504.	Global Notes	6
Section 505.	Interest	6
Section 506.	Authorized Denominations	6
Section 507.	Redemption	6
Section 508.	Appointment of Agent	6

ARTICLE SIX

OPTIONAL REDEMPTION OF CERTAIN NOTES; NO SINKING FUND

Section 601.	Optional Redemption by Company	6
Section 602.	No Sinking Fund	9

ARTICLE SEVEN

FORMS OF NOTES

Section 701.	Form of 2017 Note	9
Section 702.	Form of 2020 Note	10
Section 703.	Form of 2023 Note	10
Section 704.	Form of 2040 Note	10

ARTICLE EIGHT

ORIGINAL ISSUE AMOUNT OF NOTES

Section 801.	Original Issue Amount of the 2017 Notes	10
Section 802.	Original Issue Amount of the 2020 Notes	10
Section 803.	Original Issue Amount of the 2023 Notes	10
Section 804.	Original Issue Amount of the 2040 Notes	10

ARTICLE NINE

MISCELLANEOUS

Section 901.	Ratification of Indenture	10
Section 902.	Trustee Not Responsible for Recitals	11
Section 903.	Governing Law	11
Section 904.	Separability	11


Section 905.	Counterparts	11
Section 906.	Trust Indenture Act	11


Exhibits

Exhibit A	Form of 2017 Note	A-1
Exhibit B	Form of 2020 Note	B-1
Exhibit C	Form of 2023 Note	C-1
Exhibit D	Form of 2040 Note	D-1

iii

FIFTH SUPPLEMENTAL INDENTURE, dated as of October 5, 2015 (the “ Fifth Supplemental Indenture ”), between Pfizer Inc., a corporation duly organized and existing under the laws of the State of Delaware, having its principal office at 235 East 42nd Street, New York, New York 10017 (the “ Company ”), and The Bank of New York Mellon, a New York banking corporation (formerly The Bank of New York (successor to JPMorgan Chase Bank, N.A. (formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank)))), as trustee (the “ Trustee ”).

WHEREAS, the Company executed and delivered the indenture, dated as of January 30, 2001, to the Trustee (as heretofore supplemented, the “ Indenture ”), to provide for the issuance from time to time of the Company’s unsecured debentures, notes or other evidences of indebtedness (the “ Securities ”), to be issued in one or more series;

WHEREAS, in connection with the Company’s offers to exchange (the “ Exchange Offers ”) any and all validly tendered and accepted notes of certain series of outstanding notes (the “ Hospira Notes ”) issued by Hospira, Inc., a Delaware corporation (“ Hospira ”) and a subsidiary of the Company, the Company desires to issue four new series of Securities, each of which series will have an interest rate and maturity date that are identical to the interest rate and maturity date of the applicable series of tendered Hospira Notes, as well as identical interest payment dates and optional redemption prices and will accrue interest from and including the most recent interest payment date of the applicable series of tendered Hospira Notes;

WHEREAS, in connection with the Exchange Offers and pursuant to Section 901 of the Indenture, the Company desires to provide for the issuance of (i) a new series of its Securities to be known as its 6.05% Notes due 2017 (the “ 2017 Notes ”), (ii) a new series of its Securities to be known as its 5.20% Notes due 2020 (the “ 2020 Notes ”), (iii) a new series of its Securities to be known as its 5.80% Notes due 2023 (the “ 2023 Notes ”) and (iv) a new series of its Securities to be known as its 5.60% Notes due 2040 (the “ 2040 Notes ” and, together with the 2017 Notes, the 2020 Notes and the 2023 Notes, the “ Notes ”), and to establish the forms of the Notes thereof, as provided in Section 202 of the Indenture, and to set forth the terms thereof, as provided in Section 301 of the Indenture;

WHEREAS, the Board of Directors of the Company, pursuant to resolutions duly adopted, has duly authorized the issuance of the Company’s debt securities and the Securities Issuance Committee of the Company, pursuant to a resolution duly adopted on September 3, 2015, has duly authorized the issuance of up to $550,000,000 aggregate principal amount of the 2017 Notes, up to $350,000,000 aggregate principal amount of the 2020 Notes, up to $350,000,000 aggregate principal amount of the 2023 Notes and up to $500,000,000 aggregate principal amount of the 2040 Notes, and has authorized the proper officers of the Company to execute any and all appropriate documents necessary or appropriate to effect such issuance;

WHEREAS, the Company has requested that the Trustee execute and deliver this Fifth Supplemental Indenture; and

WHEREAS, all things necessary to make this Fifth Supplemental Indenture a valid agreement of the Company, in accordance with its terms, and to make the Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid obligations of the Company, have been done;

NOW THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, and for the purpose of setting forth, as provided in the Indenture, the forms and terms of the Notes, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS

Section 101. Definition of Terms . Unless the context otherwise requires:

(a) each term defined in the Indenture has the same meaning when used in this Fifth Supplemental Indenture;

(b) each term defined anywhere in this Fifth Supplemental Indenture has the same meaning throughout;

(d) headings are for convenience of reference only and do not affect interpretation.

ARTICLE TWO

GENERAL TERMS AND CONDITIONS OF THE 2017 NOTES

Section 201. Designation and Principal Amount . There is hereby authorized and established a series of Securities under the Indenture, designated as the “ 6.05% Notes due 2017 ”, which is not limited in aggregate principal amount. The aggregate principal amount of the 2017 Notes to be issued on the date hereof is set forth in Article Eight herein.

Section 202. Maturity . The Stated Maturity of principal of the 2017 Notes is March 30, 2017.

Section 203. Further Issues . The Company may from time to time, without the consent of the Holders of the 2017 Notes, issue additional 2017 Notes. Any such additional 2017 Notes will have the same ranking, interest rate, maturity date and other terms as the 2017 Notes herein provided for. Any such additional 2017 Notes, together with the 2017 Notes herein provided for, will constitute a single series of Securities under the Indenture. No additional 2017 Notes may be issued if an Event of Default has occurred and is continuing with respect to the 2017 Notes. The Company will not issue any additional 2017 Notes intended to form a single series with the 2017 Notes herein provided for unless such additional 2017 Notes will be fungible with the 2017 Notes herein provided for, for U.S. federal income tax purposes.

Section 204. Global Notes . Upon their original issuance, the 2017 Notes will be represented by one or more Global Securities registered in the name of Cede & Co., the nominee of The Depository Trust Company (“ DTC ”). The Company will deposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co.

Section 205. Interest . The 2017 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from September 30, 2015 at the rate of 6.05% per annum, payable semiannually in arrears; interest payable on each Interest Payment Date (as defined in the Indenture) will include interest accrued from September 30, 2015, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are March 30 and September 30, beginning on March 30, 2016; and the Regular Record Date for the interest payable on any Interest Payment Date is the close of business on the March 15 or September 15 (whether or not a Business Day), as the case may be, immediately preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

Section 206. Authorized Denominations . The 2017 Notes shall be issuable in denominations of $1,000 and integral multiples thereof.

Section 207. Redemption . The 2017 Notes are subject to redemption at the option of the Company as described in Article Six hereof.

Section 208. Appointment of Agent . The Trustee will initially be the Security Registrar and Paying Agent for the 2017 Notes and will act as such only at its corporate trust offices in the Borough of Manhattan, City of New York.

ARTICLE THREE

GENERAL TERMS AND CONDITIONS OF THE 2020 NOTES

Section 301. Designation and Principal Amount . There is hereby authorized and established a series of Securities under the Indenture, designated as the “ 5.20% Notes due 2020 ”, which is not limited in aggregate principal amount. The aggregate principal amount of the 2020 Notes to be issued on the date hereof is set forth in Article Eight herein.

Section 302. Maturity . The Stated Maturity of principal of the 2020 Notes is August 12, 2020.

Section 303. Further Issues . The Company may from time to time, without the consent of the Holders of the 2020 Notes, issue additional 2020 Notes. Any such additional 2020 Notes will have the same ranking, interest rate, maturity date and other terms as the 2020 Notes herein provided for. Any such additional 2020 Notes, together with the 2020 Notes herein provided for, will constitute a single series of Securities under the Indenture. No additional 2020 Notes may be issued if an Event of Default has occurred and is continuing with respect to the 2020 Notes. The Company will not issue any additional 2020 Notes intended to form a single series with the 2020 Notes herein provided for unless such additional 2020 Notes will be fungible with the 2020 Notes herein provided for, for U.S. federal income tax purposes.

Section 304. Global Notes . Upon their original issuance, the 2020 Notes will be represented by one or more Global Securities registered in the name of Cede & Co., the nominee of DTC. The Company will deposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co.

Section 305. Interest . The 2020 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from August 12, 2015 at the rate of 5.20% per annum, payable semiannually in arrears; interest payable on each Interest Payment Date (as defined in the Indenture) will include interest accrued from August 12, 2015, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are February 12 and August 12, beginning on February 12, 2016; and the Regular Record Date for the interest payable on any Interest Payment Date is the close of business on the February 1 or August 1 (whether or not a Business Day), as the case may be, immediately preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

Section 306. Authorized Denominations . The 2020 Notes shall be issuable in denominations of $1,000 and integral multiples thereof.

Section 307. Redemption . The 2020 Notes are subject to redemption at the option of the Company as described in Article Six hereof.

Section 308. Appointment of Agent . The Trustee will initially be the Security Registrar and Paying Agent for the 2020 Notes and will act as such only at its corporate trust offices in the Borough of Manhattan, City of New York.

ARTICLE FOUR

GENERAL TERMS AND CONDITIONS OF THE 2023 NOTES

Section 401. Designation and Principal Amount . There is hereby authorized and established a series of Securities under the Indenture, designated as the “ 5.80% Notes due 2023 ”, which is not limited in aggregate principal amount. The aggregate principal amount of the 2023 Notes to be issued on the date hereof is set forth in Article Eight herein.

Section 402. Maturity . The Stated Maturity of principal of the 2023 Notes is August 12, 2023.

Section 403. Further Issues . The Company may from time to time, without the consent of the Holders of the 2023 Notes, issue additional 2023 Notes. Any such additional 2023 Notes will have the same ranking, interest rate, maturity date and other terms as the 2023 Notes herein provided for. Any such additional 2023 Notes, together with the 2023 Notes herein provided for,

will constitute a single series of Securities under the Indenture. No additional 2023 Notes may be issued if an Event of Default has occurred and is continuing with respect to the 2023 Notes. The Company will not issue any additional 2023 Notes intended to form a single series with the 2023 Notes herein provided for unless such additional 2023 Notes will be fungible with the 2023 Notes herein provided for, for U.S. federal income tax purposes.

Section 404. Global Notes . Upon their original issuance, the 2023 Notes will be represented by one or more Global Securities registered in the name of Cede & Co., the nominee of DTC. The Company will deposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co.

Section 405. Interest . The 2023 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from August 12, 2015 at the rate of 5.80% per annum, payable semiannually in arrears; interest payable on each Interest Payment Date (as defined in the Indenture) will include interest accrued from August 12, 2015, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are February 12 and August 12, beginning on February 12, 2016; and the Regular Record Date for the interest payable on any Interest Payment Date is the close of business on the February 1 or August 1 (whether or not a Business Day), as the case may be, immediately preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

Section 406. Authorized Denominations . The 2023 Notes shall be issuable in denominations of $1,000 and integral multiples thereof.

Section 407. Redemption . The 2023 Notes are subject to redemption at the option of the Company as described in Article Six hereof.

Section 408. Appointment of Agent . The Trustee will initially be the Security Registrar and Paying Agent for the 2023 Notes and will act as such only at its corporate trust offices in the Borough of Manhattan, City of New York.

ARTICLE FIVE

GENERAL TERMS AND CONDITIONS OF THE 2040 NOTES

Section 501. Designation and Principal Amount . There is hereby authorized and established a series of Securities under the Indenture, designated as the “ 5.60% Notes due 2040 ”, which is not limited in aggregate principal amount. The aggregate principal amount of the 2040 Notes to be issued on the date hereof is set forth in Article Eight herein.

Section 502. Maturity . The Stated Maturity of principal of the 2040 Notes is September 15, 2040.

Section 503. Further Issues . The Company may from time to time, without the consent of the Holders of the 2040 Notes, issue additional 2040 Notes. Any such additional 2040 Notes will have the same interest rate, maturity date and other terms as the 2040 Notes herein provided for. Any such additional 2040 Notes, together with the 2040 Notes herein provided for, will constitute a single series of Securities under the Indenture. No additional 2040 Notes may be issued if an Event of Default has occurred and is continuing with respect to the 2040 Notes. The Company will not issue any additional 2040 Notes intended to form a single series with the 2040 Notes herein provided for unless such additional 2040 Notes will be fungible with the 2040 Notes herein provided for, for U.S. federal income tax purposes.

Section 504. Global Notes . Upon their original issuance, the 2040 Notes will be represented by one or more Global Securities registered in the name of Cede & Co., the nominee of DTC. The Company will deposit the Global Securities with DTC or its custodian and register the Global Securities in the name of Cede & Co.

Section 505. Interest . The 2040 Notes will bear interest (computed on the basis of a 360-day year consisting of twelve 30-day months) from September 15, 2015 at the rate of 5.60% per annum, payable semiannually in arrears; interest payable on each Interest Payment Date (as defined in the Indenture) will include interest accrued from September 15, 2015, or from the most recent Interest Payment Date to which interest has been paid or duly provided for; the Interest Payment Dates on which such interest shall be payable are March 15 and September 15, beginning on March 15, 2016; and the Regular Record Date for the interest payable on any Interest Payment Date is the close of business on the March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding the relevant Interest Payment Date. If any Interest Payment Date falls on a day that is not a Business Day, the required payment on that day will be due on the next succeeding Business Day as if made on the date the payment was due, and no interest will accrue on that payment for the period from and after that Interest Payment Date to the date of payment on the next succeeding Business Day.

Section 506. Authorized Denominations . The 2040 Notes shall be issuable in denominations of $1,000 and integral multiples thereof.

Section 507. Redemption . The 2040 Notes are subject to redemption at the option of the Company as described in Article Six hereof.

Section 508. Appointment of Agent . The Trustee will initially be the Security Registrar and Paying Agent for the 2040 Notes and will act as such only at its corporate trust offices in the Borough of Manhattan, City of New York.

ARTICLE SIX

OPTIONAL REDEMPTION OF CERTAIN NOTES; NO SINKING FUND

Section 601. Optional Redemption by Company .

(a) At the Company’s option, the 2017 Notes may be redeemed, in whole or in part, at any time and from time to time (each a “ 2017 Redemption Date ”) at a redemption

price to be calculated on the basis of a 360-day year consisting of twelve 30-day months (the “ 2017 Redemption Price ”) equal to the greater of the following amounts:

(i) 100% of the principal amount of the 2017 Notes being redeemed on the relevant 2017 Redemption Date, and

(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2017 Notes being redeemed on the applicable 2017 Redemption Date (not including the amount, if any, of accrued and unpaid interest to, but excluding, such 2017 Redemption Date) discounted to such 2017 Redemption Date on a semi-annual basis at the Treasury Rate as determined by the Independent Investment Banker, plus 25 basis points;

plus , in each of the cases of (i) and (ii) above, accrued and unpaid interest on the 2017 Notes being redeemed to, but excluding, such 2017 Redemption Date.

(b) At the Company’s option, the 2020 Notes may be redeemed, in whole or in part, at any time and from time to time (each a “ 2020 Redemption Date ”) at a redemption price to be calculated on the basis of a 360-day year consisting of twelve 30-day months (the “ 2020 Redemption Price ”) equal to the greater of the following amounts:

(i) 100% of the principal amount of the 2020 Notes being redeemed on the relevant 2020 Redemption Date, and

(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2020 Notes being redeemed on the applicable 2020 Redemption Date (not including the amount, if any, of accrued and unpaid interest to, but excluding, such 2020 Redemption Date) discounted to such 2020 Redemption Date on a semi-annual basis at the Treasury Rate, as determined by the Independent Investment Banker, plus 50 basis points;

plus , in each of the cases of (i) and (ii) above, accrued and unpaid interest on the 2020 Notes being redeemed to, but excluding, such 2020 Redemption Date.

(c) At the Company’s option, the 2023 Notes may be redeemed, in whole or in part, at any time and from time to time (each a “ 2023 Redemption Date ”) at a redemption price to be calculated on the basis of a 360-day year consisting of twelve 30-day months (the “ 2023 Redemption Price ”) equal to the greater of the following amounts:

(i) 100% of the principal amount of the 2023 Notes being redeemed on the relevant 2023 Redemption Date, and

(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2023 Notes being redeemed on the applicable 2023 Redemption Date (not including the amount, if any, of accrued and unpaid interest to, but excluding, such 2023 Redemption Date) discounted to such 2023 Redemption Date on a semi-annual basis at the Treasury Rate, as determined by the Independent Investment Banker, plus 50 basis points;

plus , in each of the cases of (i) and (ii) above, accrued and unpaid interest on the 2023 Notes being redeemed to, but excluding, such 2023 Redemption Date.

(d) At the Company’s option, the 2040 Notes may be redeemed, in whole or in part, at any time and from time to time (each a “ 2040 Redemption Date ”; any 2017 Redemption Date, 2020 Redemption Date, 2023 Redemption Date or 2040 Redemption Date is herein referred to as a “ Redemption Date ”) at a redemption price to be calculated on the basis of a 360-day year consisting of twelve 30-day months (the “ 2040 Redemption Price ”; any 2017 Redemption Price, 2020 Redemption Price, 2023 Redemption Price or 2040 Redemption Price is herein referred to as a “ Redemption Price ”) equal to the greater of the following amounts:

(i) 100% of the principal amount of the 2040 Notes being redeemed on the relevant 2040 Redemption Date, and

(ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2040 Notes being redeemed on the applicable 2040 Redemption Date (not including the amount, if any, of accrued and unpaid interest to, but excluding, such 2040 Redemption Date) discounted to such 2040 Redemption Date on a semi-annual basis at the Treasury Rate, as determined by the Independent Investment Banker, plus 30 basis points;

plus , in each of the cases of (i) and (ii) above, accrued and unpaid interest on the 2040 Notes being redeemed to, but excluding, such 2040 Redemption Date.

(e) Notice of any redemption of the Notes of any series shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Indenture; provided, however, that notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register, and that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of the Notes called for redemption have been made available on the Redemption Date referred to in that notice, such Notes will cease to bear interest on such Redemption Date (unless the Company defaults in the payment of the applicable Redemption Price and accrued and unpaid interest). Any interest accrued to such Redemption Date will be paid as specified in such notice.

(f) The following defined terms used in this Article Six shall, unless the context otherwise requires, have the meanings specified below.

“ Comparable Treasury Issue ” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the applicable Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

“ Comparable Treasury Price ” means (A) the average of the Reference Treasury Dealer Quotations for the applicable Redemption Date and the applicable Notes to be redeemed, after

excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of such Reference Treasury Dealer Quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such Reference Treasury Dealer Quotation.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company to act as the “Independent Investment Banker.”

“ Reference Treasury Dealer ” means each of Citigroup Global Markets Inc. and Goldman, Sachs & Co. (or their respective affiliates that are Primary Treasury Dealers), and their respective successors, and any two other nationally recognized investment banking firms appointed by the Company from time to time that are primary U.S. government securities dealers in the United States (a “Primary Treasury Dealer”); provided, however, that if any of the firms named in the preceding sentence shall cease to be a Primary Treasury Dealer, the Company will substitute therefor another Primary Treasury Dealer.

“ Reference Treasury Dealer Quotation ” means, with respect to each Reference Treasury Dealer and any Redemption Date and Notes to be redeemed, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for such Notes (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding such Redemption Date.

“ Treasury Rate ” means the rate per annum equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for the applicable Redemption Date.

(g) In connection with any such redemption, each Reference Treasury Dealer shall deliver the Comparable Treasury Price to the Company and the Independent Investment Banker in writing two Business Days prior to the Redemption Date. The Company shall deliver an Officers’ Certificate to the Trustee two Business Days prior to the Redemption Date setting forth the calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon, the Redemption Price as so calculated and set forth in such Officers’ Certificate.

Section 602. No Sinking Fund . None of the 2017 Notes, the 2020 Notes, the 2023 Notes or the 2040 Notes are entitled to the benefit of any sinking fund.

ARTICLE SEVEN

FORMS OF NOTES

Section 701. Form of 2017 Note . The 2017 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit A hereto.

Section 702. Form of 2020 Note . The 2020 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit B hereto.

Section 703. Form of 2023 Note . The 2023 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit C hereto.

Section 704. Form of 2040 Note . The 2040 Notes and the Trustee’s Certificate of Authentication to be endorsed thereon are to be substantially in the forms set forth in Exhibit D hereto.

ARTICLE EIGHT

ORIGINAL ISSUE AMOUNT OF NOTES

Section 801. Original Issue Amount of the 2017 Notes . 2017 Notes in the aggregate principal amount of up to $550,000,000 may, upon execution of this Fifth Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 2017 Notes as provided in said Company Order.

Section 802. Original Issue Amount of the 2020 Notes . 2020 Notes in the aggregate principal amount of up to $350,000,000 may, upon execution of this Fifth Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication, and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 2020 Notes as provided in said Company Order.

Section 803. Original Issue Amount of the 2023 Notes . 2023 Notes in the aggregate principal amount of up to $350,000,000 may, upon execution of this Fifth Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 2023 Notes as provided in said Company Order.

Section 804. Original Issue Amount of the 2040 Notes . 2040 Notes in the aggregate principal amount of up to $500,000,000 may, upon execution of this Fifth Supplemental Indenture, be executed by the Company and delivered to the Trustee for authentication and the Trustee shall, upon receipt of a Company Order, authenticate and deliver said 2040 Notes as provided in said Company Order.

ARTICLE NINE

MISCELLANEOUS

Section 901. Ratification of Indenture . The Indenture, as supplemented by this Fifth Supplemental Indenture, is in all respects ratified and confirmed, and this Fifth Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 902. Trustee Not Responsible for Recitals . The recitals and statements herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Fifth Supplemental Indenture or of the Notes and shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof.

Section 903. Governing Law . This Fifth Supplemental Indenture and each Note shall be governed by and construed in accordance with the laws of the State of New York.

Section 904. Separability . In case any one or more of the provisions contained in this Fifth Supplemental Indenture or in the Notes shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Fifth Supplemental Indenture or of the Notes, but this Fifth Supplemental Indenture and the Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.

Section 905. Counterparts . This Fifth Supplemental Indenture may be executed in any number of counterparts each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile or electronic format (i.e., “pdf” or “tif”) transmission shall constitute effective execution and delivery of this Fifth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fifth Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or electronic format (i.e., “pdf” or “tif”) shall be deemed to be their original signatures for all purposes.

Section 906. Trust Indenture Act . This Fifth Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of the Indenture and shall, to the extent applicable, be governed by such provisions. If any provision in this Fifth Supplemental Indenture limits, qualifies or conflicts with another provision of hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the day and year first above written.


PFIZER INC.

By:		/s/ Brian Byala
Name:		Brian Byala
Title:		Senior Vice President & Treasurer

THE BANK OF NEW YORK MELLON, as Trustee

By:		/s/ Laurence J. O’Brien
Name:		Laurence J. O’Brien
Title:		Vice President

[ Signature Page to Fifth Supplemental Indenture ]

EXHIBIT A

FORM OF 2017 NOTE

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“ DTC ”), to the Company or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

PFIZER INC.

6.05% NOTES DUE 2017

CUSIP No. [ ]

No. [ ]

Pfizer Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of [ ] ($[ ]) on March 30, 2017, and to pay interest thereon from September 30, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears, on March 30 and September 30 in each year, beginning March 30, 2016 at the rate of 6.05% per annum until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the

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requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Company maintained for that purpose in the Borough of Manhattan, State of New York, in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts.

All payments of principal, premium, if any, and interest in respect of this Security will be made by the Company in immediately available funds.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

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IN WITNESS WHEREOF , the Company has caused this instrument to be duly executed under its corporate seal.


				PFIZER INC.

Dated:

				By:
				Name:
				Title:


Attest:
Name:
Title:

Dated:


				CERTIFICATE OF AUTHENTICATION
				This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

				THE BANK OF NEW YORK MELLON, as Trustee

				By:
				Name:
				Title:

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[Reverse of Security]

This Security is one of a duly authorized issue of securities of the Company (herein called the “ Securities ”), issued and to be issued in one or more series under an Indenture, dated as of January 30, 2001 as heretofore supplemented and as supplemented by the Fifth supplemental indenture dated as of October 5, 2015 (herein called the “ Indenture ”, which then shall have the meaning assigned to it in such instrument) between the Company and The Bank of New York Mellon, formerly The Bank of New York, as successor to JPMorgan Chase Bank, N.A., formerly JPMorgan Chase Bank, formerly The Chase Manhattan Bank, as Trustee (herein called the “ Trustee ”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof initially limited in aggregate principal amount to $550,000,000.

At the Company’s option, the Securities of this series may be redeemed in whole or in part at any time and from time to time (each, a “ Redemption Date ”). The redemption price (the “ Redemption Price ”) of the Securities will be equal to the greater of the following amounts:

(a) 100% of the principal amount of the Securities being redeemed on the applicable Redemption Date, and

(b) the sum of the present value of the remaining scheduled payments of principal and interest on the Securities being redeemed on such Redemption Date (not including the amount, if any, of accrued and unpaid interest to, but excluding, such Redemption Date) discounted to such Redemption Date on a semi-annual basis at the Treasury Rate (as defined below), as determined by the Independent Investment Banker (as defined below), plus 25 basis points;

plus , in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.

The Redemption Price will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Once notice of redemption is mailed by the Company, the Securities called for redemption will become due and payable on the applicable Redemption Date at the applicable Redemption Price.

Notice of any redemption of the Securities shall be given in the manner and otherwise in accordance with the provisions of Section 1104 of the Indenture; provided , however , that notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register, and that any such notice in lieu of stating the applicable Redemption Price, shall state the manner in which such Redemption Price shall be calculated. If the Company has given notice of redemption as provided in the Indenture and funds for the redemption of the Securities called for redemption have been made available on the Redemption Date referred to in that notice, such Securities will cease to bear interest on such Redemption Date (unless the Company defaults in the payment of the applicable Redemption Price and accrued and unpaid interest). Any interest accrued to such Redemption Date will be paid as specified in such notice.

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“ Comparable Treasury Issue ” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the applicable Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

“ Comparable Treasury Price ” means (A) the average of the Reference Treasury Dealer Quotations for the applicable Redemption Date and applicable Securities to be redeemed, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Independent Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of such Reference Treasury Dealer Quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such Reference Treasury Dealer Quotation.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company to act as the “Independent Investment Banker.”

“ Reference Treasury Dealer Quotation ” means, with respect to each Reference Treasury Dealer and any Redemption Date and Securities to be redeemed, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue for such Securities (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding such Redemption Date.

In connection with any such redemption, each Reference Treasury Dealer shall deliver the Comparable Treasury Price to the Company and the Independent Investment Banker in writing two Business Days prior to the Redemption Date. The Company shall deliver an Officers’ Certificate to the Trustee two Business Days prior to the Redemption Date setting forth the calculation of the Redemption Price applicable to such redemption. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, and shall be fully protected in relying upon, the Redemption Price as so calculated and set forth in such Officers’ Certificate.

A-5

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security and certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of all series at the time Outstanding affected thereby (voting as one class). The Indenture contains provisions permitting the Holders of not less than a majority in principal amount of the Outstanding Securities of all series, with respect to which any default under the Indenture shall have occurred and be continuing (voting as one class), on behalf of the Holders of all the Outstanding Securities of such series, to waive, with certain exceptions, such past default with respect to such series and its consequences. The Indenture also permits the Holders of not less than a majority in principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Outstanding Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than a majority in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registerable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of

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and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested in writing by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

No recourse for the payment of the principal of or any premium or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or in any supplemental indenture, or in this Security, or because of the creation of any indebtedness represented hereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability was expressly waived and released as a condition of, and as consideration for, the execution of the Indenture and is a condition of, and is consideration for, the execution of this Security.

A-7

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert social security or other identifying number of assignee)

(Please print or typewrite name and address including postal zip code of assignee)

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Securities on the books of the Company with full power of substitution in the premises.


Date:




(Signature Guarantee)

A-8

EXHIBIT B

FORM OF 2020 NOTE

PFIZER INC.

5.20% NOTES DUE 2020

CUSIP No. [ ]

No. [ ]

Pfizer Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of [ ] ($[ ]) on August 12, 2020, and to pay interest thereon from August 12, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears, on February 12 and August 12 in each year, beginning February 12, 2016 at the rate of 5.20% per annum until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the

B-1

requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

All payments of principal, premium, if any, and interest in respect of this Security will be made by the Company in immediately available funds.

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IN WITNESS WHEREOF , the Company has caused this instrument to be duly executed under its corporate seal.


				PFIZER INC.

Dated:

				By:
				Name:
				Title:


Attest:
Name:
Title:

Dated:


				CERTIFICATE OF AUTHENTICATION
				This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

				THE BANK OF NEW YORK MELLON, as Trustee

				By:
				Name:
				Title:

B-3

[Reverse of Security]

(a) 100% of the principal amount of the Securities being redeemed on the applicable Redemption Date, and

plus , in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.

B-4

“ Comparable Treasury Issue ” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the applicable Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company to act as the “Independent Investment Banker.”

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B-6

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

B-7

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert social security or other identifying number of assignee)

(Please print or typewrite name and address including postal zip code of assignee)

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Securities on the books of the Company with full power of substitution in the premises.


Date:




(Signature Guarantee)

B-8

EXHIBIT C

FORM OF 2023 NOTE

PFIZER INC.

5.80% NOTES DUE 2023

CUSIP No. [ ]

No. [ ]

Pfizer Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of [ ] ($[ ]) on August 12, 2023, and to pay interest thereon from August 12, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears, on February 12 and August 12 in each year, beginning February 12, 2016 at the rate of 5.80% per annum until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the February 1 or August 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the

C-1

requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

All payments of principal, premium, if any, and interest in respect of this Security will be made by the Company in immediately available funds.

C-2

IN WITNESS WHEREOF , the Company has caused this instrument to be duly executed under its corporate seal.


				PFIZER INC.

Dated:

				By:
				Name:
				Title:


Attest:
Name:
Title:

Dated:


				CERTIFICATE OF AUTHENTICATION
				This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

				THE BANK OF NEW YORK MELLON, as Trustee

				By:
				Name:
				Title:

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[Reverse of Security]

(a) 100% of the principal amount of the Securities being redeemed on the applicable Redemption Date, and

plus , in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.

C-4

“ Comparable Treasury Issue ” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the applicable Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company to act as the “Independent Investment Banker.”

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The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of all series at the time Outstanding affected thereby (voting as one class). The Indenture contains provisions permitting the Holders of not less than a majority in principal amount of the Outstanding Securities of all series with respect to which any default under the Indenture shall have occurred and be continuing (voting as one class), on behalf of the Holders of all the Outstanding Securities of such series, to waive, with certain exceptions, such past default with respect to such series and its consequences. The Indenture also permits the Holders of not less than a majority in principal amount of the Outstanding Securities of any series, on behalf of the Holders of all Outstanding Securities of such series, to waive compliance by the Company with certain provisions of the Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

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All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

C-7

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert social security or other identifying number of assignee)

(Please print or typewrite name and address including postal zip code of assignee)

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Securities on the books of the Company with full power of substitution in the premises.


Date:




(Signature Guarantee)

C-8

EXHIBIT D

FORM OF 2040 NOTE

PFIZER INC.

5.60% NOTES DUE 2040

CUSIP No. [ ]

No. [ ]

Pfizer Inc., a corporation duly organized and existing under the laws of Delaware (herein called the “ Company ”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or registered assigns, the principal sum of [ ] ($[ ]) on September 15, 2040, and to pay interest thereon from September 15, 2015 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears, on March 15 and September 15 in each year, beginning March 15, 2016 at the rate of 5.60% per annum until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the

D-1

requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

All payments of principal, premium, if any, and interest in respect of this Security will be made by the Company in immediately available funds.

D-2

IN WITNESS WHEREOF , the Company has caused this instrument to be duly executed under its corporate seal.


				PFIZER INC.

Dated:

				By:
				Name:
				Title:


Attest:
Name:
Title:

Dated:


				CERTIFICATE OF AUTHENTICATION
				This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

				THE BANK OF NEW YORK MELLON, as Trustee

				By:
				Name:
				Title:

D-3

[Reverse of Security]

At the Company’s option, the Securities of this series may be redeemed in whole or in part, at any time and from time to time (each, a “ Redemption Date ”). The redemption price (the “ Redemption Price ”) of the Securities will be equal to the greater of the following amounts:

(a) 100% of the principal amount of the Securities being redeemed on the applicable Redemption Date, and

plus , in each case, accrued and unpaid interest on the Securities being redeemed to, but excluding, such Redemption Date.

D-4

“ Comparable Treasury Issue ” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the applicable Securities to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Securities.

“ Independent Investment Banker ” means one of the Reference Treasury Dealers appointed by the Company to act as the “Independent Investment Banker.”

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D-6

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

D-7

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Please insert social security or other identifying number of assignee)

(Please print or typewrite name and address including postal zip code of assignee)

the within Security and all rights thereunder, hereby irrevocably constituting and appointing

Attorney to transfer said Securities on the books of the Company with full power of substitution in the premises.


Date:




(Signature Guarantee)

D-8