AMENDMENT NO. 2 TO CREDIT AGREEMENT

This Amendment No. 2 to Credit Agreement, dated as of May __, 2009 (this “ Amendment ”), to the 364-Day Bridge Term Loan Credit Agreement, dated as of March 12, 2009 (as the same may be further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), entered into among Pfizer Inc., a Delaware corporation (the “ Borrower ”), the institutions from time to time party thereto as Lenders (the “ Lenders ”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (in such capacity, the “ Administrative Agent ”), is entered into among the Borrower, the Required Lenders and the Administrative Agent.  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

Now, Therefore,   in consideration of the premises and the covenants and obligations contained herein, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

The Credit Agreement is, effective as of the Effective Date (as defined below), hereby amended as follows:

(a)           The following definitions in Section 1.01 are amended and restated in their entirety to read as follows:

“ Certain Significant Items ” shall mean substantive, unusual items that are evaluated on an individual basis and may represent items that are not part of the Borrower’s ongoing business; items that, either as a result of their nature or size, the Borrower would not expect to occur as part of its normal business on a regular basis; items that would be non-recurring; or items that relate to products it no longer sells. Certain Significant Items shall include, but not be limited to, a major non-acquisition-related restructuring charge and associated implementation costs for a program which is specific in nature with a defined term, such as those related to the Borrower’s cost-reduction initiatives; charges related to certain sales or disposals of products or facilities that do not qualify as discontinued operations as defined by U.S. GAAP; amounts associated with transition service agreements in support of discontinued operations after sale; certain intangible asset impairments; adjustments related to the resolution of certain tax positions; the impact of adopting certain significant, event-driven tax legislation, such as adjustments associated with charges attributable to the repatriation of foreign earnings in accordance with the American Jobs Creation Act of 2004; or possible charges related to legal matters. Normal, ongoing defense costs of the Borrower or settlements and accruals on legal matters made in the normal course of its business would not be considered Certain Significant Items.

“ EBITDA ” shall mean, with respect to any Person, for any period, Consolidated Net Income attributable to such Person for such period plus (a) the sum of, in each case to the extent included in the calculation of such Consolidated Net Income but without duplication,

(v)           extraordinary, non-recurring or unusual losses or expenses (including costs and expenses related to the Borrower’s ongoing cost-reduction initiatives including the cost reduction initiative program announced January 2009, or a substantially similar cost reduction initiative program created in conjunction with the Acquisition, including implementation costs and restructuring costs not to exceed $7,500,000,000 in the aggregate during the term of this Agreement);

(ix)           non-cash Certain Significant Items not included above in clauses (i) through (viii) and cash Certain Significant Items not included above in clauses (i) through (viii) to the extent such items do not exceed $1,000,000,000 in the aggregate for any such period,

in each case, for such period, and minus (b) without duplication and to the extent included in determining such Consolidated Net Income, the sum of all income or gains attributed to such items for such period; provided that (1) if the Acquisition or a Material Transaction has occurred during such period, EBITDA shall be determined for such period on a pro forma basis as if such Material Transaction or the Acquisition has occurred on the first day of such period and (2) if the cash consideration for the Acquisition is financed with proceeds of Permitted Repurchase Debt of the type described in clause (b) of the definition thereof incurred in the period prior to the consummation of the Acquisition and the Acquisition has occurred within ten days after the end of such prior period, EBITDA shall be determined for such prior period on a pro forma basis as if the Acquisition had occurred on the first day of such prior period.

(b)           The following definitions are added to Section 1.01 and each such defined term is to appear in its appropriate place in alphabetical order as follows:

“ Identified Legal Settlements ” shall mean (i) up to $2,313,000,000 in charges resulting from an agreement in principle with the U.S. Department of Justice to resolve the previously reported investigation regarding allegations of past off-label promotional practices concerning Bextra, as well as certain other open investigations, as disclosed in Footnote F in the Borrower’s 2008 Financial Report filed as an exhibit to its Form 10-K (ii) up to $936,000,000 related to the agreements and agreements in principle to resolve certain NSAID litigation and claims, as disclosed in Footnote F in the Borrower’s 2008 Financial Report filed as an exhibit to its Form 10-K, and (iii) on or after the Funding Date, cash disbursements of up to $500,000,000 by Wyeth relating to litigation related to the diet drug commonly referred to as “fen-phen”, as disclosed in Note 15 (“Contingencies and Commitments”) in its 2008 Financial Report filed as an exhibit to its Form 10-K.

“ Purchase Accounting Adjustments ” shall mean all non-cash purchase accounting adjustments and charges, including charges for purchased in-process research and development, the incremental charge to cost of sales from the sale of acquired inventory that was written up to fair value and the incremental charges related to the amortization of finite-lived intangible assets for the increase to fair value.

(c)           Schedule 3 of Exhibit G (Compliance Certificate) is hereby amended and restated in its entirety in the form attached as Exhibit A hereto.

This Amendment shall become effective (the “Effective Date”) upon satisfaction of the following conditions prece