THE WYETH RETIREMENT PLAN FOR FOREIGN BASED EMPLOYEES

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Title: THE WYETH RETIREMENT PLAN FOR FOREIGN BASED EMPLOYEES
Governing Law: New Jersey Date: 2/27/2009
Industry: Major Drugs Sector: Healthcare

Exhibit 10.58

THE WYETH

RETIREMENT PLAN FOR FOREIGN BASED EMPLOYEES

(Amended and Restated Effective as of January 1, 2005)

TABLE OF CONTENTS


		Page

ARTICLE 1	INTRODUCTION	1

ARTICLE 2	DEFINITIONS	2

2.1	“25, 50, 75 or 100% Joint and Survivor Annuity”	2

2.2	“Actuarial Equivalent”	2

2.3	“Administrative Record Keeper”	2

2.4	“Affiliate”	2

2.5	“Annual Pension Earnings”	2

2.6	“Beneficiary”	2

2.7	“Board of Directors”	2

2.8	“Business Day”	3

2.9	“Code”	3

2.10	“Committee”	3

2.11	“Credited Service”	3

2.12	“Company”	3

2.13	“Company Non-Account Plan”	3

2.14	“Default Payment Form”	3

2.15	“Deferred Compensation Tax Compliance Committee”	3

2.16	“Early Commencement Factors”	3

2.17	“Elected Payment Date”	3

2.18	“Eligible Employee”	3

2.19	“Final Average Pension Earnings”	3

2.20	“Foreign Based Employee”	3

2.21	“Guaranteed Death Benefit Option”	4


2.22	“Key Employee”	4

2.23	“Lump-Sum Option”	4

2.24	“Non-U.S. Person”	4

2.25	“Normal Payment Date”	4

2.26	“Normal Retirement Date”	4

2.27	“Offset”	4

2.28	“Participant”	5

2.29	“Payment Date”	5

2.30	“Payment Election”	5

2.31	“Payment Form”	5

2.32	“Plan”	5

2.33	“Plan Benefit”	5

2.34	“Plan Year”	5

2.35	“Retirement Plan”	5

2.36	“Section 409A”	5

2.37	“Section 409A Compliance”	5

2.38	“Separation from Service”	5

2.39	“Single Life Annuity”	5

2.40	“Social Security Benefit”	5

2.41	“Surviving Spouse”	6

2.42	“Ten-Year Certain and Life Option”	6

2.43	“Transition Elections”	6

2.44	“Treasury Regulations”	6

2.45	“Vested Plan Benefit”	6

2.46	“Wyeth”	6


2.47	“Year of Vesting Service”	6

ARTICLE 3	ADMINISTRATION	6

3.1	General Authority	6

3.2	Delegation	7

3.3	Administrative Record Keeper	7

3.4	Actions; Indemnification	7

ARTICLE 4	ELIGIBILITY FOR PARTICIPATION	8

4.1	Continuing Participants	8

4.2	New Participants	8

ARTICLE 5	BENEFIT FORMULA AND VESTING	8

5.1	Plan Benefit Formula	8

5.2	Payment Prior to Normal Retirement	8

5.3	Vesting	8

ARTICLE 6	PAYMENTS AND DISTRIBUTIONS	9

6.1	Payment Elections for Plan Benefits	9

6.2	Available Forms of Payment	10

6.3	Six-Month Delay in Commencement of Plan Benefits	11

ARTICLE 7	DEATH BENEFITS	11

7.1	No Vesting Solely as a Result of Death	11

7.2	Death on or After Payment Date	11

7.3	Death on or After Attaining Age 55 and Prior to Payment Date	12

7.4	Death Prior to Attaining Age 55 and Prior to Payment Date	12

7.5	Rules of Application	12

ARTICLE 8	REDEFERRALS	13

8.1	Redeferrals of the Plan Benefit	13

iii


8.2	Redeferrals	13

8.3	Limitations on Redeferrals	13

ARTICLE 9	AMENDMENT AND TERMINATION	13

9.1	Amendment and Termination	13

9.2	409A Benefit Amendments	13

ARTICLE 10	MISCELLANEOUS AND GOVERNANCE	14

10.1	No Effect on Employment Rights	14

10.2	Currency	14

10.3	Funding	14

10.4	Anti-assignment	14

10.5	Taxes	15

10.6	Construction	15

10.7	Incapacity of Participant	15

10.8	Severability	15

10.9	Governing Law	15

ARTICLE 1 INTRODUCTION

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

The Plan has been amended from time to time and is hereby amended and restated in its entirety effective as of January 1, 2005.

ARTICLE 2 DEFINITIONS

As used in this Plan, the following terms shall have the meanings described in this Article 2. Additional definitions appear in the Plan.

2.1 “ 25, 50, 75 or 100% Joint and Survivor Annuity ” has the meaning set forth in Section 6.2(a)(ii) of the Plan.

2.2 “ Actuarial Equivalent ” has the meaning set forth in Section 6.2(b) of the Plan.

2.3 “ Administrative Record Keeper ” means the person or persons designated by the Committee in accordance with Article 3.

2.4 “ Affiliate ” means any corporation which is included in a controlled group of corporations (within the meaning of Section 414(b) of the Code) which includes Wyeth and any trade or business (whether or not incorporated) which is under common control with Wyeth (within the meaning of Section 414(c) of the Code); provided , however , that in applying Section 1563(a)(1), (2), and (3) of the Code for purposes of determining a controlled group of corporations under Section 414(b) of the Code the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Section 1563(a)(1), (2) and (3) of the Code, and in applying Section 1.414(c)-2 of the Treasury Regulations, for purposes of determining trades or businesses (whether or not incorporated) that are under common control for purposes of Section 414(c) of the Code, “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Section 1.414(c)-2 of the Treasury Regulations.

2.5 “ Annual Pension Earnings ” means the sum of: (i) base salary at the rate in effect as of January 1 ^st of each Plan Year, (ii) annual incentive cash bonuses paid by the Company in such Plan Year, including any payments under the Wyeth Performance Incentive Award Program (PIA) or any successor plan, (iii) any sales commission and sales bonus paid in the prior Plan Year, as determined by the Company and (iv) any overtime pay paid in the prior Plan Year; provided , however , that other bonuses and other types of additional compensation shall be excluded from Annual Pension Earnings.

2.6 “ Beneficiary ” means a Participant’s Surviving Spouse or, if there is no Surviving Spouse, the Participant’s estate. If the Surviving Spouse of a Participant is legally impaired or prohibited from receiving any amounts under the Plan otherwise payable to such individual, the Participant’s Beneficiary shall be the Participant’s estate. The term Beneficiary shall not refer to any “contingent annuitant” applicable to a Participant in connection with a Payment Form.

2.7 “ Board of Directors ” means the Board of Directors of Wyeth (or any committee of the Board of Directors to whom the Board of Directors delegates from time to time, its authority hereunder).

2.8 “ Business Day ” means each day on which the New York Stock Exchange is open for business.

2.9 “ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and any applicable rulings and regulations promulgated thereunder.

2.10 “ Committee ” means the committee of such officers and/or employees of the Company as shall be designated from time to time by Wyeth to administer the Plan and any successor thereto.

2.11 “ Credited Service ” means years of service with the Company whether or not in the U.S. or any other jurisdiction commencing on the date set forth in the EAN.

2.12 “ Company ” means Wyeth and its Affiliates.

2.13 “ Company Non-Account Plan ” means any arrangement sponsored by the Company, other than the Plan, that is a “non-account balance plan,” as such term is defined under Section 409A and that is required to be aggregated with the Plan under Treasury Regulation 1.409A-1(c)(2)(C).

2.14 “ Default Payment Form ” means the Single Life Annuity or 50% Joint and Survivor Annuity, as applicable, described in Section 6.2(a)(i) and (ii) of the Plan.

2.15 “ Deferred Compensation Tax Compliance Committee ” means a

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