58766 Pfizer Prospectus · PROSPECTUS Pfizer Inc. Shareholder Investment Program ... Plan of...

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Pfizer Inc. Shareholder Investment Program

Transcript of 58766 Pfizer Prospectus · PROSPECTUS Pfizer Inc. Shareholder Investment Program ... Plan of...

Pfizer Inc.ShareholderInvestment Program

PROSPECTUS

Pfizer Inc. Shareholder Investment Program30,000,000 Shares of Common Stock

This prospectus describes the Pfizer Inc. Shareholder InvestmentProgram (the “Program”). Pfizer has appointed ComputershareTrust Company, N.A. as Program Administrator (the “Administrator”).

The Program includes a direct purchase feature. The Program isintended to promote long-term ownership in Pfizer by offering:

• A simple and expense-free way for non-shareholders topurchase their first shares of Pfizer stock

• The opportunity to purchase additional shares as often asonce a week

• The ease of automatic monthly bank debits for continuousgrowth of your Pfizer portfolio

• The choice of full or partial dividend reinvestment

This prospectus relates to 30,000,000 shares of our common stockto be offered under the Program. Our common stock (“CommonStock”) is listed on the New York Stock Exchange (the “NYSE”)under the symbol “PFE”. On October 6, 2009, the latest practicabledate before the date of this prospectus, the closing price of ourCommon Stock was $16.78.

The price of Pfizer shares purchased or sold under the Programwill be calculated differently depending upon whether thetransactions are executed directly with Pfizer, on the open market,or in negotiated transactions.

• The price of shares purchased from Pfizer will bedetermined by calculating the simple average of theintraday high and intraday low prices of Common StockComposite trading as reported on Bloomberg L.P. on thedate of the purchase, or if the NYSE is closed on that date,on the next day that the NYSE is open. The intraday highand intraday low prices must occur during NYSE activetrading hours, typically 9:30 AM EDT/EST and 4:00 PMEDT/EST.

• The price of shares purchased or sold on the open marketor in negotiated transactions will be the weighted averageprice per share of all shares of Common Stock purchasedor sold for the Program on the date of the purchase or sale.

Please read this prospectus carefully and keep it for future reference.If you have any questions about the Pfizer Inc. ShareholderInvestment Program, please call a shareholder representative at1-800-PFE-9393 or at 1-781-575-4591 (outside the U.S., Canadaand Puerto Rico).

Investing in our Common Stock involves risks. See “RiskFactors” on page 15.

NEITHER THE SECURITIES AND EXCHANGECOMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OFTHESE SECURITIES OR PASSED UPON THE ADEQUACYOR ACCURACY OF THIS PROSPECTUS. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINALOFFENSE.

The date of this Prospectus is October 14, 2009.

Table of Contents

Page________

About This Prospectus . . . . . . . . . . . . . . . . . . . . 1About Pfizer Inc. . . . . . . . . . . . . . . . . . . . . . . . . 2Summary of the Program . . . . . . . . . . . . . . . . . 3

Enrollment/Direct Purchase . . . . . . . . . . . . . 3Investment in Pfizer Stock . . . . . . . . . . . . . . 4

Dividend Reinvestment . . . . . . . . . . . . . . 4Optional Cash Investments . . . . . . . . . . . 4Checks . . . . . . . . . . . . . . . . . . . . . . . . . . . 4One-Time Online Bank Debits . . . . . . . . 5Automatic Monthly Bank Debits . . . . . . . 5Direct Purchase . . . . . . . . . . . . . . . . . . . . 6

The Convenience of a “Book-Entry” Account . 6Sales of Program Stock . . . . . . . . . . . . . . . . . 6Pricing of Pfizer Shares . . . . . . . . . . . . . . . . 8Tracking Your Investments . . . . . . . . . . . . . . 9Source of Pfizer Shares . . . . . . . . . . . . . . . . . 9Timing of Cash Purchases . . . . . . . . . . . . . . 9Requesting Stock Certificates . . . . . . . . . . . . 10Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10Stock Splits, Stock Dividends and

Other Distributions . . . . . . . . . . . . . . . . . . 11Tax Responsibilities . . . . . . . . . . . . . . . . . . . 11Terminating Your Program Account . . . . . . . 12Change of Name or Address . . . . . . . . . . . . . 12Shareholder Rights and Privileges . . . . . . . . 12Responsibilities of Pfizer and the

Administrator . . . . . . . . . . . . . . . . . . . . . . 13Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Changes to the Program . . . . . . . . . . . . . . . . 13Non-U.S. Participation . . . . . . . . . . . . . . . . . 14For Further Information . . . . . . . . . . . . . . . . 14

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 25Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . 25Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27Where You Can Find More Information . . . . . . 27Annex A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

About This Prospectus

This document is called a prospectus and is part of aregistration statement that we filed with the SECrelating to the shares of our Common Stock offeredunder the Program. This prospectus does not includeall of the information in the registration statement.The registration statement containing this prospectus,including exhibits to the registration statement,provides additional information about Pfizer Inc., theProgram, and the securities offered. The registrationstatement can be read at the SEC web site or at theSEC office mentioned under the heading “Where YouCan Find More Information.”

This document supersedes all prior Programprospectuses and Program prospectus supplements.

When acquiring any securities discussed in thisprospectus, you should rely only on the informationprovided in this prospectus, including the informationincorporated by reference. We have not authorizedanyone to provide you with different information. Weare not offering the securities in any state orjurisdiction where the offer is not permitted. Youshould not assume that the information in thisprospectus or any document incorporated by referenceis accurate and complete as of any date other than thedate on the front cover page of those documents.

Unless otherwise mentioned or unless the contextrequires otherwise, (i) all references in thisprospectus to “Pfizer,” “we,” “us,” “our” or similarreferences mean Pfizer Inc. and its subsidiaries, and(ii) all references in this prospectus to “stock,” “ourstock,” “Pfizer stock,” “your stock,” “shares,” or“Pfizer shares” refer to our Common Stock.

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About Pfizer Inc.

Pfizer, a Delaware corporation, is a research-based,global pharmaceutical company that discovers,develops, manufactures and markets leadingprescription medicines for humans and animals. AtPfizer, we apply science and our global resources toimprove health and well-being at every stage of life.We strive to set the standard for quality, safety andvalue in the discovery, development andmanufacturing of medicines for people and animals.Our diversified global health care portfolio includeshuman and animal biologic and small moleculemedicines and vaccines, as well as nutritionalproducts and many of the world’s best-knownconsumer products. Every day, Pfizer colleagueswork across developed and emerging markets toadvance wellness, prevention, treatments and curesthat challenge the most feared diseases of our time.Consistent with our responsibility as the world’sleading biopharmaceutical company, we alsocollaborate with health care providers, governmentsand local communities to support and expand accessto reliable, affordable health care around the world.For more than 150 years, Pfizer has worked to makea difference for all who rely on us. To learn moreabout our commitments, please visit us atwww.pfizer.com.

Our principal executive offices are located at 235East 42nd Street, New York, NY 10017 and ourgeneral telephone number is (212) 733-2323.

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Summary of the Program

The following summary description is qualified byreference to the full text of the Program, which isincorporated into this prospectus as Annex A.

Enrollment/Direct Purchase

If you do not yet own any shares of Pfizer stock, youmay enroll in the Program by direct purchase bycompleting the enclosed initial enrollment form andreturning it to the Administrator with a check for$500 or more up to a maximum of $120,000 inU.S. dollars. Alternatively, you may enroll in theProgram through the Administrator’s website atwww.computershare.com/investor by making a one-time online bank debit from your account at a U.S.bank or financial institution of at least $500, not toexceed $120,000. These funds will constitute yourinitial investment in the Program. There is noseparate enrollment fee.

If you own Pfizer stock in your own name, you mayenroll in the Program through the Administrator’swebsite at www.computershare.com/investor or bycompleting the enclosed enrollment form andreturning it by mail to the Administrator in theenvelope provided, or you may address yourcompleted enrollment form to:

Pfizer Inc.c/o Computershare Trust Company, N.A.P.O. Box 43078Providence, RI 02940-3078

If you own Pfizer stock through a bank nominee orbroker in “street name,” you may enroll in theProgram by giving instructions to have at least one ofyour shares transferred into your name in book-entryform. Simply instruct your bank, broker or trustee tore-register your shares through the DirectRegistration System and specify book-entryregistration. You may then complete the enclosedenrollment form and return it to the Administrator.

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Investment in Pfizer Stock

Dividend Reinvestment

You may elect to reinvest the cash dividends on all ora portion of your Pfizer shares. Your cash dividendswill go toward the purchase of additional shares ofPfizer stock without paying any fees. Pfizer paysdividends on both whole and fractional shares in theProgram and will credit your account with the wholeand fractional shares that are purchased with yourdividends. Dividends are reinvested on the dividendpayment date.

For a dividend to be reinvested, your enrollmentform must be received by the Administrator on orbefore the record date for that dividend. The recorddate normally will be about four to six weeks prior tothe payment date. (For example, if the record date fora dividend to be paid on June 12 is May 9, yourenrollment form must be received on or before May 9in order for the June 12 dividend payment to bereinvested.)

Dividends will be reinvested on all shares of Pfizerstock that are not designated for payment of cashdividends directly to you.

Optional Cash Investments

After you are enrolled in the Program, you may buyadditional shares of Pfizer stock as often as weeklyby mailing a check to the Administrator in an amountof at least $50 in U.S. dollars. You may combineoptional cash investments by check and by one-timeonline bank debit with automatic monthly bankdebits as long as your total investment in any onecalendar year does not exceed $120,000. You pay nofees for these investments. Mail your investment tothe address specified on your Program accountstatement. Interest will not be paid on amounts heldpending investment.

Checks

Checks for optional cash investments or directpurchase should be made payable to

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“Computershare.” Please include a reference toPfizer and your Holder Account Number in the“Memo” portion of your check. Do not send cash,money orders, travelers checks or third-party checks.

One-Time Online Bank Debits

Additionally, you may purchase shares of Pfizerstock by authorizing a one-time online bankdebit from your account at a U.S. bank orfinancial institution in an amount of at least$50 through the Administrator’s website,www.computershare.com/investor. You may combineoptional cash investments by one-time online bankdebit and by check with automatic monthly bankdebits as long as your total investment in any onecalendar year does not exceed $120,000.

Automatic Monthly Bank Debits

You may also purchase Pfizer stock by authorizingautomatic monthly debits from your account at aU.S. bank or financial institution. Amounts must beat least $50 per month. You may combine automaticmonthly bank debits with optional cash investmentsby check and by one-time online bank debit as longas your total investment in any one calendar yeardoes not exceed $120,000.

Funds will be debited from your account on or aboutthe 15th day of each month and generally will beinvested on Thursday of the week following thedebit. To initiate automatic deductions, you mayenroll through the Administrator’s website,www.computershare.com/investor, or complete andsign a direct debit authorization form, and return it tothe Administrator together with a voided blank check orsavings account deposit slip for the account for whichfunds are to be drawn. Please allow four to six weeksfor the first automatic monthly debit to be initiated.

You must notify the Administrator by telephone, inwriting or via the Internet at their website,www.computershare.com/investor, to change orterminate the automatic debit. Please allow about twoweeks from the date the Administrator receives yourinstructions for a change or cancellation to take effect.

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Direct Purchase

If you elect to enroll in the Program through a directpurchase, that initial investment must be made bycheck or by one-time online bank debit. The amountof your initial investment must be $500 or more upto a maximum of $120,000.

The Convenience of a “Book-Entry”Account

All shares purchased through the Program will beheld for you in a book-entry account. Just like anycertificated shares registered in your name, yourbook-entry shares are yours alone. You are the ownerand enjoy the same shareholder benefits as you wouldwith certificated shares. Certificates will not beissued unless you request them. As a participant, youalso have the option of depositing your Pfizer stockcertificates for safekeeping in your account. Thisfeature of the Program is available for all of yourshares, whether they are designated for payment ofcash dividends to you or for dividend reinvestment.

To use the safekeeping feature, send your certificatesto the Administrator with written instructions todeposit them in your account as book-entry shares.Do not endorse the certificates or complete theassignment section. We recommend that you sendyour certificates by registered mail, return receiptrequested, or some other form of traceable mail, andinsure them for 3% of the market value of the stockor a minimum of $20.

You may, at any time, also request a certificate forsome or all of your Program shares or have yourshares transferred to your brokerage account throughthe Direct Registration System.

Sales of Program Stock

At your request you can sell some or all of the sharesheld in your Program account at any time bycontacting the Administrator. You have two choiceswhen making a sale, depending on how you submityour sale request, as follows:

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• Market Order: A market order is a request tosell shares promptly at the current marketprice. Market order sales are only availableat www.computershare.com/investorthrough Investor Centre or by calling theAdministrator directly at 1-800-PFE-9393 orat 1-781-575-4591 (outside the U.S., Canadaand Puerto Rico). Market order sale requestsreceived at www.computershare.com/investoror by telephone will be placed promptly uponreceipt during market hours (normally 9:30a.m. to 4:00 p.m. Eastern Time). Any ordersreceived after 4:00 p.m. Eastern time will beplaced promptly on the next day the market isopen. The price shall be the market price ofthe sale obtained by the Administrator’sbroker, less a service fee of $25 and aprocessing fee of $0.12 per share sold.

• Batch Order: A batch order is an accumulationof all sale requests for a security submittedtogether as a collective request. Batch ordersare submitted on each market day, assumingthere are sale requests to be processed. Saleinstructions for batch orders received by theAdministrator will be processed no later thanfive business days after the date on which theorder is received (except where deferral isrequired under applicable federal or state lawsor regulations), assuming the applicable marketis open for trading and sufficient marketliquidity exists. Batch order sales are availableat www.computershare.com/investor, throughInvestor Centre or by calling the Administratordirectly at 1-800-PFE-9393 or at 1-781-575-4591 (outside the U.S., Canada and PuertoRico). All sales requests received in writingwill be submitted as batch order sales. TheAdministrator will cause your shares to besold on the open market within five businessdays of receipt of your request. To maximizecost savings for batch order sales requests,the Administrator may combine each sellingparticipant’s shares with those of other sellingparticipants. In every case of a batch ordersale, the price to each selling participant shall

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be the weighted average sale price obtainedby the Administrator’s broker for eachaggregate order placed by the Administratorand executed by the broker, less a service feeof $15 and a processing fee of $0.12 pershare sold. Proceeds are normally paid bycheck, which are distributed within 24 hoursafter your sale transaction has settled.

All per share processing fees include any brokeragecommissions the Administrator is required to pay. Allsale instructions are final when the Administratorreceives them. Your sale instructions cannot bestopped or cancelled. The Administrator may, forvarious reasons, require a transaction request to besubmitted in writing. Please contact the Administratorto determine if there are any limitations applicable toyour particular sale request

You may, of course, also choose to sell your sharesyourself. Simply ask your broker to request that theAdministrator transfer your book-entry shares toyour brokerage account, or you may request that theAdministrator issue a certificate for any number ofwhole book-entry shares in your account.

Please note that if your total holdings in the Programfall below one share, the Administrator will liquidatethe fractional share, remit the proceeds to you, andclose your Program account.

Pricing of Pfizer Shares

The price of Pfizer shares purchased or sold underthe Program will be calculated differently dependingupon whether the transactions are executed directlywith Pfizer, on the open market, or in negotiatedtransactions.

• The price of shares purchased from Pfizerwill be determined by calculating the simpleaverage of the intraday high and intraday lowprices of Common Stock Composite tradingas reported on Bloomberg L.P. on the date ofthe purchase, or if the NYSE is closed on thatdate, on the next day that the NYSE is open.The intraday high and intraday low prices

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must occur during NYSE active tradinghours, typically 9:30 AM EDT/EST and 4:00PM EDT/EST.

• The price of shares purchased or sold on theopen market or in negotiated transactions willbe the weighted average price per share of allshares of Common Stock purchased or soldfor the Program on the date of the purchaseor sale.

Tracking Your Investments

The Administrator will send you a statementreflecting each cash transaction you make.

You will also receive quarterly statements reflectingyour year-to-date account balance and alltransactions including reinvestment of dividends. Formarket order sales, the time of sale will be provided.You may request a duplicate statement at any time bycontacting the Administrator.

Source of Pfizer Shares

Pfizer shares needed to meet the requirements of theProgram will either be purchased on the open marketor in negotiated transactions, or issued directly byPfizer from authorized but unissued shares ortreasury shares.

Timing of Cash Purchases

Pfizer shares will be purchased by the Administratorwith initial or optional cash investments generally onThursday of each week. If the markets for tradingstock are closed on a Thursday, then purchasesgenerally will be made on the next business day.Cash investments received on Wednesday willgenerally be invested on Thursday or the nextbusiness day.

Neither Pfizer nor participants in the Program willcontrol the timing or pricing of shares purchased.Participants will bear any risk associated withfluctuations in the market price of Common Stockwhile investment funds are held pending investment.

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In addition, no interest on initial or optional cashinvestments will be paid.

Requesting Stock Certificates

You may request stock certificates for the wholeshares in your book-entry account at any time.Simply contact the Administrator with your requestand the Administrator will mail you a stockcertificate for the requested number of whole shares.Certificates will be issued in the name(s) in whichthe account is registered, unless you instruct theAdministrator otherwise. If the certificate is to beissued in a name other than your Program accountregistration, your signature must be guaranteed by abank or broker participating in the MedallionGuarantee program. Detailed transfer instructionscan be obtained by calling the Administrator at1-800-PFE-9393 or at 1-781-575-4591 (outside theU.S., Canada and Puerto Rico).

Fees

Pfizer will pay all fees and expenses relating to:

• Establishing your Program account

• Purchasing shares of Common Stock with yourdividends and initial or optional cashinvestments

• Issuing stock certificates for the shares heldin your book-entry Program account.

Participants will be charged the following fees:

• Sales: A maximum service charge of $15 plus a“per share” processing fee of $0.12 will bededucted from the proceeds of each batch ordersale you request. This service and processingfee may be waived from time to time and, if so,will be paid by Pfizer at Pfizer’s sole discretionto encourage participation. A maximum servicecharge of $25 plus a “per share” processing feeof $0.12 will be deducted from the proceeds ofeach market order sale you request.

• Dishonored Investments: Your account will bedebited a fee of $25 for any optional cashinvestment by check that is rejected due to

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insufficient funds and for any failed debitfrom your account at a U.S. bank or financialinstitution.

Any charges imposed by your bank in connectionwith automatic withdrawals from your bank accountare your responsibility.

All per share processing fees include any brokeragecommissions the Administrator is required to pay.

Stock Splits, Stock Dividends and OtherDistributions

Your account will be adjusted in book-entry formto reflect the distribution of any Common Stock paidas a stock dividend, stock split or similar transaction.

Tax Responsibilities

All dividends reinvested through the Program aretaxable to you in the year they are paid. In addition,the Internal Revenue Service may require that thebrokerage commissions incurred in the purchase ofshares which may be paid by Pfizer on your behalf(in the event that Pfizer chooses to do so), be treatedas dividend income to you, and that such amountspaid for brokerage commissions can be included inyour cost basis of shares purchased. Shortly after theclose of each year you will receive a Form 1099-DIVreflecting the payment of these funds to you. TheAdministrator is not authorized to withhold incometaxes at your request on your behalf.

Participants who are citizens or residents of acountry other than the United States or its territoriesand possessions should make certain that theirparticipation in the Program does not violate locallaws governing such matters as taxes, currency, stockregistration, and foreign investment. Pfizer makes notax representations in connection with this prospectusand suggests that you consult with your tax advisorsconcerning such tax matters.

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Please retain your account statements to establish thecost basis of shares purchased under the Program forincome tax and other purposes.

Terminating Your Program Account

You may terminate your participation in the Programby written, telephonic or Internet request to theAdministrator. Your termination request generallywill be processed on the day that it is received by theAdministrator or on the next business day.

Upon termination, the Administrator will continue tohold your shares in book-entry form unless you eitherrequest a stock certificate, or ask your broker torequest that your shares be transferred electronicallyto your brokerage account through the DirectRegistration System.

When terminating your account, you may alsorequest that all or part of the Common Stock in youraccount be sold. Please refer to the section of thisprospectus entitled “Sales of Program Stock.” Sharessold in connection with terminating your Programaccount (including any fractional share) will bepriced as discussed above in the section called“Pricing of Pfizer Shares.”

Dividends payable on shares of Common Stock thatare held by you after terminating your Programaccount will not be reinvested, but will be sentdirectly to you.

Change of Name or Address

Please notify the Administrator immediately of anychange in your name or address.

Shareholder Rights and Privileges

As a Program participant, you enjoy all the rights andprivileges associated with Common Stock ownership.You will receive all shareholder communications,including annual reports and proxy statements. Youwill be given the opportunity to vote your Programshares. Fractional shares, however, cannot be voted.

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Responsibilities of Pfizer and theAdministrator

Pfizer cannot assure you a profit or protect youagainst a loss on the shares you purchase under theProgram.

Neither Pfizer nor the Administrator will be liable forany act done in good faith, or as required by applicablelaws, or for any good faith omission to act. Thisincludes, without limitation, any claims of liability:

• for the prices at which stock purchases orsales are made as reflected in your Programaccount, or the dates of the purchases or salesof your Program shares; or

• for any fluctuation in the market value ofyour Pfizer shares after they are purchased orsold; or

• for failure to terminate your account uponyour death prior to receiving written notice ofsuch death.

Dividends

The payment of dividends is at the discretion ofPfizer’s Board of Directors. The Board may changethe amount and timing of dividends at any timewithout notice.

Changes to the Program

Pfizer reserves the right to suspend, modify orterminate the Program or your interest in theProgram at any time. You will receive notice of anysuch suspension, modification or termination. Pfizeralso reserves the right to change any administrativeprocedures of the Program. If the Program or yourinterest in the Program is terminated, theAdministrator will continue to hold your shares ofCommon Stock in book-entry form unless yourequest that the Administrator issue a stockcertificate or you ask your broker to request that theAdministrator transfer the shares to your brokerageaccount.

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Non-U.S. Participation

If you live outside of the United States, you shoulddetermine if there are any laws or governmentalregulations that would prohibit your participation inthe Program. Pfizer reserves the right to terminateparticipation of any shareholder if it deems itadvisable under any non-U.S. laws or regulations.

For Further Information

For information about the Program, please contactthe Administrator as follows:

Telephone

1-800-PFE-93931-781-575-4591 (outside the U.S., Canadaand Puerto Rico)

Customer service representatives areavailable each business day from 9:00 a.m.to 5:00 p.m. Eastern Time.

An automated voice response system isalso available 24 hours a day, seven daysa week.

Telecommunications Device for thehearing impaired: 1-800-952-9245.

Internet/e-mail

Computershare web site:www.computershare.com/investor

Computershare e-mail address:[email protected]

Authorization forms and correspondence

Pfizer Inc.c/o Computershare Trust Company, N.A.P. O. Box 43078Providence, RI 02940-3078

Optional cash investments

Pfizer Inc.c/o Computershare Trust Company, N.A.P. O. Box 6006Carol Stream, IL 60197-6006

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Risk Factors

The statements in this Section describe the majorrisks to our business and should be consideredcarefully. In addition, these statements constitute ourcautionary statements under the Private SecuritiesLitigation Reform Act of 1995.

Our disclosure and analysis in this Prospectus and inour 2008 Form 10-K contain some forward-lookingstatements that set forth anticipated results based onmanagement’s plans and assumptions. From time totime, we also provide forward-looking statements inother materials we release to the public as well asoral forward-looking statements. Such statementsgive our current expectations or forecasts of futureevents; they do not relate strictly to historical orcurrent facts. We have tried, wherever possible, toidentify such statements by using words such as”anticipate,” “estimate,” “expect,” “project,”“intend,” “plan,” “believe,” “will,” “target”,“forecast” and similar expressions in connectionwith any discussion of future operating or financialperformance or business plans or prospects. Inparticular, these include statements relating to futureactions, prospective products or product approvals,future performance or results of current andanticipated products, sales efforts, expenses, interestrates, foreign exchange rates, the outcome ofcontingencies, such as legal proceedings, andfinancial results.

We cannot guarantee that any forward-lookingstatement will be realized, although we believe wehave been prudent in our plans and assumptions.Achievement of future results is subject to risks,uncertainties and potentially inaccurate assumptions.Should known or unknown risks or uncertaintiesmaterialize, or should underlying assumptions proveinaccurate, actual results could differ materiallyfrom past results and those anticipated, estimated orprojected. You should bear this in mind as youconsider forward-looking statements.

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We undertake no obligation to publicly updateforward-looking statements, whether as a result ofnew information, future events or otherwise. You areadvised, however, to consult any further disclosureswe make on related subjects in our 10-Q and 8-Kreports to the SEC. Also note that we provide thefollowing cautionary discussion of risks,uncertainties and possibly inaccurate assumptionsrelevant to our businesses. These are factors that,individually or in the aggregate, we think couldcause our actual results to differ materially fromexpected and historical results. We note these factorsfor investors as permitted by the Private SecuritiesLitigation Reform Act of 1995. You shouldunderstand that it is not possible to predict oridentify all such factors. Consequently, you shouldnot consider the following to be a completediscussion of all potential risks or uncertainties.

Government Regulation and ManagedCare Trends

U.S. and foreign governmental regulationsmandating price controls and limitations on patientaccess to our products impact our business, and ourfuture results could be adversely affected by changesin such regulations. In the U.S., many of ourpharmaceutical products are subject to increasingpricing pressures. Such pressures have increased asthe result of the U.S. Medicare Prescription Drug,Improvement and Modernization Act of 2003 (the2003 Medicare Modernization Act) due to theenhanced purchasing power of the private sectorplans that negotiate on behalf of Medicarebeneficiaries. In addition, if the 2003 MedicareModernization Act were amended to impose directgovernmental price controls and access restrictions, itwould have a significant adverse impact on ourbusiness. In addition, Managed Care Organizations(MCOs), as well as Medicaid and other U.S. federaland state government agencies, continue to seekprice discounts. Some states have implemented andother states are considering price controls or patientaccess constraints under the Medicaid program andsome states are considering price-control regimesthat would apply to broader segments of their

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populations that are not Medicaid eligible. Othermatters also could be the subject of U.S. federal orstate legislative or regulatory action that couldadversely affect our business, including changes inpatent laws, the importation of prescription drugsfrom outside the U.S. at prices that are regulated bythe governments of various foreign countries,restrictions on U.S. direct-to consumer advertising orlimitations on interactions with healthcareprofessionals and the use of comparative effectivenessmethodologies that could be implemented in amanner that focuses primarily on the cost differencesand minimizes the therapeutic differences amongpharmaceutical products. The prohibition on the useof U.S. federal funds for reimbursement of erectiledysfunction (ED) medications by the U.S. Medicaidprogram, which became effective January 1, 2006,and the similar federal funding prohibition for theU.S. Prescription Drug Benefit, Medicare Part Dprogram, which became effective January 1, 2007,has had an adverse effect on our business. Anyprohibitions on the use of U.S. federal funds forreimbursement of other classes of drugs in the futuremay also have an adverse effect. We encountersimilar regulatory and legislative issues in most othercountries. In Europe and some other internationalmarkets, the government provides healthcare at lowdirect cost to consumers and regulates pharmaceuticalprices or patient reimbursement levels to control costsfor the government-sponsored healthcare system. Thisinternational patchwork of price regulation has led todifferent prices and some third-party trade in ourproducts from markets with lower prices. Such tradeexploiting price differences between countries canundermine our sales in markets with higher prices. Asa result, it is expected that pressures on the pricingcomponent of operating results will continue.

Generic Competition

Competition from manufacturers of generic drugs isa major challenge for us around the world. Upon theexpiration or loss of patent protection for one of ourproducts, or upon the “at-risk” launch (despitepending patent infringement litigation against thegeneric product) by a generic manufacturer of a

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generic version of one of our products, we can losethe major portion of sales of that product in a veryshort period, which can adversely affect our business.For example, the U.S. basic patent for Camptosarexpired in February 2008. Also, the patents coveringseveral of our most important medicines are beingchallenged by generic manufacturers. In addition, ourpatent-protected products may face competition inthe form of generic versions of branded products ofcompetitors that lose their market exclusivity.

Competitive Products

We cannot predict with accuracy the timing or impactof the introduction of competitive products or theirpossible effect on its sales. Products that competewith our drugs, including some of our best-sellingmedicines, are launched from time to time. Launchesof a number of competitive products have occurredin recent years, and certain potentially competitiveproducts are in various stages of development, someof which have been filed for approval with the U.S.Food and Drug Administration (FDA), the principalauthority regulating our operations in the U.S., andwith regulatory authorities in other countries.

Dependence on Key In-Line and New Products

We recorded direct product revenues of more than $1billion for each of nine pharmaceutical products in2008: Lipitor, Norvasc, Lyrica, Celebrex, Viagra,Detrol/Detrol LA, Xalatan/Xalacom, Geodon andZyvox. Those products accounted for 60% of ourtotal Pharmaceutical revenues in 2008. Lipitor salesin 2008 were approximately $12.4 billion,accounting for 28% of our total 2008 Pharmaceuticalrevenues. If the other products or any of our othermajor products were to become subject to problemssuch as loss of patent protection, changes inprescription growth rates, material product liabilitylitigation, unexpected side effects, regulatoryproceedings, publicity affecting doctor or patientconfidence or pressure from existing competitiveproducts, changes in labeling or if a new, moreeffective treatment should be introduced, the adverseimpact on our revenues could be significant. For

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example, U.S. revenues for Chantix declinedsignificantly in 2008 compared to 2007 followingchanges to the Chantix U.S. label during 2008. Asnoted, patents covering several of our best-sellingmedicines have recently expired or will expire in thenext few years, and patents covering a number of ourbest-selling medicines are the subject of pendinglegal challenges. In addition, our revenues could besignificantly impacted by the timing and rate ofcommercial acceptance of key new products,including Selzentry/Celsentri and Toviaz.

Specialty Pharmaceuticals

Specialty pharmaceuticals refer to medicines that treatrare or life-threatening conditions that have smallerpatient populations, such as certain types of cancer,multiple sclerosis and HIV. The growing availabilityand use of innovative specialty pharmaceuticals,combined with their relative higher cost as comparedto other types of pharmaceutical products, isbeginning to generate significant payer interest indeveloping cost containment strategies targeted to thissector. While the impact on us of payers’ efforts tocontrol access and pricing of specialtypharmaceuticals has been limited to date, our growingportfolio of specialty products, combined with theincreasing use of health technology assessment inmarkets around the world and the deterioratingfinances of governments, may lead to a moresignificant adverse business impact in the future.

Research and Development Investment

The discovery and development of new products aswell as the development of additional uses for existingproducts are very important to our success. However,balancing current growth and investment for the futureremains a major challenge. Our ongoing investmentsin new product introductions and in research anddevelopment for new products and existing productextensions could exceed corresponding sales growth.This could produce higher costs without aproportional increase in revenues.

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Development, Regulatory Approval andMarketing of Products

Risks and uncertainties apply particularly with respectto product-related, forward-looking statements. Theoutcome of the lengthy and complex process ofidentifying new compounds and developing newproducts is inherently uncertain. There can be noassurance as to whether or when we will receiveregulatory approval for new products or for newindications or dosage forms for existing products.Decisions by regulatory authorities regarding labelingand other matters could adversely affect theavailability or commercial potential of our products.There also are many considerations that can affectmarketing of pharmaceutical products around theworld. Regulatory delays, the inability to successfullycomplete clinical trials, claims and concerns aboutsafety and efficacy, new discoveries, patent disputesand claims about adverse side effects are a few of thefactors that could adversely affect the realization ofresearch and development and product-related,forward-looking statements.

Research Studies

Decisions about research studies made early in thedevelopment process of a drug candidate can have asubstantial impact on the marketing strategy once thedrug receives approval. More detailed studies maydemonstrate additional benefits that can help in themarketing, but they consume time and resources andcan delay submitting the drug candidate for initialapproval. We try to plan clinical trials prudently, butthere is no guarantee that a proper balance of speedand testing will be made in each case. The quality ofour decisions in this area could affect its future results.

Global Economic Conditions

The recent changes in global financial markets havenot had, nor do we anticipate they will have, asignificant impact on our liquidity. Due to oursignificant operating cash flow, financial assets,access to capital markets and available lines of creditand revolving credit agreements, we continue tobelieve that we have the ability to meet our financing

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needs for the foreseeable future. As market conditionschange, we will continue to monitor its liquidityposition. However, there can be no assurance that ourliquidity or results of operations will not be affectedby recent and possible future changes in globalfinancial markets and global economic conditions.Moreover, like other businesses, we face the potentialeffects of the global economic recession.Unprecedented market conditions including illiquidcredit markets, volatile equity markets, dramaticfluctuations in foreign currency rates and economicrecession could affect future results.

Interest Rate and Foreign Exchange Risk

58% of our total 2008 revenues was derived frominternational operations, including 31% from theEurope region and 15% from the Japan/Asia region.These international-based revenues, as well as oursubstantial international net assets, expose ourrevenues and earnings to foreign currency exchangerate changes. In addition, our interest-bearinginvestments, loans and borrowings are subject to riskfrom changes in foreign exchange rates and interestrates. We use a financial risk management program tominimize the impact of foreign exchange ratemovements and interest rate movements on earnings.We manage these financial exposures throughoperational means and by using various financialinstruments. These practices may change as economicconditions change. Regarding foreign exchange risk,we seek to manage this risk by managing samecurrency revenues in relation to same currency costs,and same currency assets in relation to same currencyliabilities. Foreign exchange risk is also managedthrough the use of foreign currency forward-exchangecontracts. These contracts are used to offset thepotential earnings effects from mostly inter-companyshort-term foreign currency assets and liabilities thatarise from operations. Foreign currency swaps areused to offset the potential earnings effects fromforeign currency debt. We also use foreign currencyforward-exchange contracts and foreign currencyswaps to hedge the potential earnings effects fromshort and long-term foreign currency investments,third-party loans and inter-company loans. In

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addition, under certain market conditions, we protectagainst possible declines in the reported netinvestments of our Japanese yen, Swedish Krona andcertain Euro functional-currency subsidiaries. In thesecases, we use currency swaps or foreign currencydebt. Our U.S. dollar interest-bearing investments,loans and borrowings are subject to interest rate risk.We are also subject to interest rate risk on Euro debt,investments and currency swaps, Swedish Kronacurrency swaps, and Japanese yen short and long-termborrowings and currency swaps. We invest, loan andborrow primarily on a short-term or variable-ratebasis. From time to time, depending on marketconditions, we will fix interest rates either throughentering into fixed-rate investments and borrowings orthrough the use of derivative financial instrumentssuch as interest rate swaps. Notwithstanding ourefforts to foresee and mitigate the effects of changes infiscal circumstances, we cannot predict with certaintychanges in currency and interest rates, inflation orother related factors affecting our businesses.

Risks Affecting International Operations

Our international operations also could be affected bychanges in intellectual property legal protections andremedies, trade regulations and procedures and actionsaffecting approval, production, pricing, reimbursementand marketing of products, as well as by unstablegovernments and legal systems and intergovernmentaldisputes. Any or all of these changes could adverselyaffect our business.

Product Manufacturing and Marketing Risks

Difficulties or delays in product manufacturing ormarketing, including, but not limited to, the inabilityto increase production capacity commensurate withdemand or the failure to predict market demand for,or to gain market acceptance of, approved products,could affect future results.

Cost and Expense Control/Unusual Events

Growth in costs and expenses, changes in product,segment and geographic mix and the impact ofacquisitions, divestitures, restructurings, product

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withdrawals and other unusual events that couldresult from evolving business strategies, evaluation ofasset realization and organizational restructuringcould adversely affect future results. Such risks anduncertainties include, in particular, our ability torealize the projected benefits of our cost-reductioninitiatives.

Changes in Laws and Accounting Standards

Our future results could be adversely affected bychanges in laws and regulations, including changesin accounting standards, taxation requirements(including tax-rate changes, new tax laws and revisedtax law interpretations), competition laws andenvironmental laws in the U.S. and other countries.

Terrorist Activity

Our future results could be adversely affected bychanges in business, political and economicconditions, including the cost and availability ofinsurance, due to the threat of terrorist activity in theU.S. and other parts of the world and related U.S.military action overseas.

Legal Proceedings

We and certain of our subsidiaries are involved invarious patent, product liability, consumer,commercial, securities, environmental and taxlitigations and claims, government investigations,and other legal proceedings that arise from time totime in the ordinary course of business. Litigation isinherently unpredictable and excessive verdicts dooccur. Although we believe we have substantialdefenses in these matters, we could in the futureincur judgments or enter into settlements of claimsthat could have a material adverse effect on ourresults of operations in any particular period. Patentclaims include challenges to the coverage and/orvalidity of our patents on various products orprocesses. Although we believe we have substantialdefenses to these challenges with respect to all ourmaterial patents, there can be no assurance as to theoutcome of these matters, and a loss in any of thesecases could result in a loss of patent protection for

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the drug at issue, which could lead to a significantloss of sales of that drug and could have a materialadverse affect on future results of operations.

Business Development Activities

We plan to continue to enhance our in-line productsand product pipeline through acquisitions, licensingand alliances, as the discovery and development ofsafe, effective new products, as well as thedevelopment of additional uses for existing products,are necessary for the continued strength of ourbusiness. The opportunities for improving humanhealth remain abundant as scientific innovationincreases daily into new and more complex areas andas the extent of unmet medical needs remains high.However, these enhancement plans are subject to theavailability and cost of appropriate opportunities andcompetition from other pharmaceutical companiesthat are seeking similar opportunities. We areconfronted by increasing regulatory scrutiny of drugsafety and efficacy even as we continue to gathersafety and other data on our products, both before andafter the products have been launched. In addition,our product lines must be replenished over time inorder to offset revenue losses when products losetheir exclusivity, as well as to provide for growth.

Information Technology

We rely to a large extent upon sophisticatedinformation technology systems and infrastructure.The size and complexity of our computer systemsmake such systems and infrastructure potentiallyvulnerable to breakdown, malicious intrusion andrandom attack. Likewise, data privacy breaches byemployees and others with permitted access to ourtechnology systems may pose a risk that sensitivedata may be exposed to unauthorized persons or tothe public. While we have invested heavily inprotection of data and information technology, therecan be no assurance that our efforts will preventbreakdowns or breaches in our technology systemsthat could adversely affect our business.

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Healthcare and tax reform proposalsin the U.S.

As discussed in Part I, Item 1A, of our 2008 Form10-K, U.S. and foreign governmental regulationsmandating price controls and limitations on patientaccess to our products impact our business, and ourfuture results could be adversely affected by changesin such regulations. In that connection, legislationor regulatory action that may result from pendingand possible future healthcare reform proposals inthe U.S. could have a significant adverse effect onour business.

Also as discussed in Part I, Item 1A, of our 2008Form 10-K, our future results could be adverselyaffected by changes in taxation requirements in theU.S. and other countries. In that connection, changesaffecting the taxation by the U.S. of income earnedoutside the U.S. that may result from pending andpossible future proposals could have a significantadverse effect on our business.

Use of Proceeds

If we issue additional shares of Common Stock topurchasers under the Program, we will use theproceeds from the sale of such shares for generalcorporate purposes. We may temporarily invest fundsthat are not immediately needed for these purposes inmarketable securities. If shares are purchased by theAdministrator in the open market, we will notreceive any proceeds.

Plan of Distribution

Except to the extent the Administrator purchasesshares of our Common Stock on the open market orin privately negotiated transactions, we will selldirectly to the Administrator the Common Stockacquired under the Program. The shares may beresold in market transactions on any nationalsecurities exchange on which shares of our Common

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Stock trade or in privately negotiated transactions.Our Common Stock currently is listed on the NYSE.

We may sell shares of our Common Stock throughthe Program to persons who, in connection with theresale of the shares, may be considered underwriters.In connection with these types of transactions,compliance with Regulation M under the ExchangeAct would be required. We will not give any personany rights or privileges other than those that theperson would be entitled to as a participant under theProgram. We will not enter into any agreement withany person regarding the person’s purchase, resale ordistribution of shares. The difference between theprice such owners pay to us for Common Stockacquired under the Program and the price at whichsuch shares are resold may be deemed to constituteunderwriting commissions received by such ownersin connection with such transactions.

Subject to the availability of shares of our CommonStock registered for issuance under the Program,there is no total maximum number of shares that canbe issued pursuant to the reinvestment of dividends.Most expenses associated with the Program will bepaid by Pfizer, other than any of your tax obligationsor any charges imposed by your bank for automaticwithdrawals from your bank account. You will beresponsible for a $25 insufficient funds fee for eachcheck, one-time online bank debit, automaticwithdrawal from your bank account or other optionalcash investment that is rejected due to insufficientfunds. You also will have to pay any fees payable inconnection with your voluntary sale of shares fromyour Program account. See page 10 for a descriptionof the fees payable by participants in the Program.

Common Stock may not be available under theProgram in all jurisdictions. This prospectus does notconstitute an offer to sell, or a solicitation of an offerto buy, any Common Stock or other securities in anyjurisdiction to any person to whom it is unlawful tomake such offer in such jurisdiction.

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Legal Matters

Matthew Lepore, our Vice President and ChiefCounsel-Corporate Governance and AssistantGeneral Counsel, will pass upon the validity of theCommon Stock. Mr. Lepore beneficially ownsCommon Stock and holds options to purchaseadditional shares of Common Stock.

Experts

The consolidated financial statements of Pfizer Inc.and Subsidiary Companies as of December 31, 2008and 2007, and for each of the years in the three-yearperiod ended December 31, 2008, and management’sassessment of the effectiveness of internal controlover financial reporting as of December 31, 2008,have been incorporated by reference herein inreliance upon the reports of KPMG LLP, independentregistered public accounting firm, incorporated byreference herein, and upon the authority of said firmas experts in accounting and auditing.

Where You Can Find More Information

We file annual, quarterly and special reports, proxystatements and other information with the SEC. OurSEC filings are available to the public over theInternet at the SEC’s web site at www.sec.gov. Youmay also read and copy any reports, statements orother information that we file at the SEC’s Office ofInvestor Education and Advocacy, 100 F Street, NE,Washington, D.C. 20549-0213, or via fax at (202)772-9295, or via email to [email protected] orthrough the online form at the SEC’s public website,www.sec.gov. Please call the SEC at 1-800-SEC-0330 for further information. You can also findinformation about us by visiting our web site atwww.pfizer.com.

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The SEC allows us to incorporate by reference theinformation we file with them, which means that wecan disclose important information to you byreferring you to those documents. The informationincorporated by reference is considered to be part ofthis prospectus, and information that we file laterwith the SEC will automatically update andsupersede this information. We incorporate byreference the documents listed below and any futurefilings made with the SEC under Sections 13(a),13(c), 14, or 15(d) of the Securities Exchange Act of1934, as amended, until the Program is terminated:

• Quarterly Report on Form 10-Q for thequarter ended March 29, 2009;

• Quarterly Report on Form 10-Q for thequarter ended June 28, 2009;

• Annual Report on Form 10-K for the yearended December 31, 2008;

• All other reports subsequently filed underSections 13(a) or 15(d) of the SecuritiesExchange Act of 1934 since the end of thesecond quarter ended June 28, 2009;

• A description of the Common Stock as setforth in Pfizer’s registration statement filedunder the Securities and Exchange Act of1934, including all amendments and reportsupdating the description.

You may request copies of these filings (other thanexhibits to such documents, unless the exhibits arespecifically incorporated by reference in suchdocuments) at no cost to you by calling Pfizer’stoll-free literature request number:1-800-PFE- 4717, or writing to: ShareholderServices Department, Pfizer Inc.,235 East 42nd Street, New York, NY 10017.

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Annex A

Terms and Conditions forParticipation in the Pfizer Inc.

Shareholder Investment Program

Definition of Terms

1. For purposes of the Program, the followingcapitalized terms have the meanings indicated below:

Administrator

Computershare Trust Company, N.A. TheAdministrator will purchase, hold and sell sharesof stock for the Program Participants, keeprecords, send statements, and perform otherduties as required by the terms of the Program.

Board of Directors

The Board of Directors of Pfizer Inc.

Book-Entry

A record of the shares of Common Stock (andany fractional share) that are owned by aParticipant and recorded on Pfizer’s books inthe form of an electronic entry.

Common Stock

Pfizer Common Stock, par value $.05 per share.

Direct Purchase

The initial purchase of shares of CommonStock under the Program by a person that isnot already a Shareholder of Record.

Dividend Payment Date

The date on which dividends are paid on allshares of Common Stock owned by theParticipant on the Dividend Record Date. Thisdate is fixed by the Board of Directors.

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Dividend Record Date

The date on which Pfizer’s books show that ashareholder owns Common Stock, therebymaking the shareholder eligible to receive adeclared dividend. This date is fixed by theBoard of Directors.

Investment Dates

Dividends are reinvested on the DividendPayment Date. The Investment Dates for DirectPurchase and optional cash investments are theThursdays of each week of the year, or if theNew York Stock Exchange is closed on aThursday, then the Investment Date will be thenext business day. The Investment Dates arethe only days of the week on whichinvestments in the Program take place.

Participant

A person who becomes a member of theProgram.

Pfizer

Pfizer Inc., a Delaware corporation.

Program

The Pfizer Inc. Shareholder Investment Program.

Program Account

As applicable to each Participant: (a) shares ofCommon Stock (and any fractional share)purchased under the Program with dividendsand cash deposits, and any shares of CommonStock owned by a Participant and recorded inBook-Entry form that are not designated forpayment of cash dividends directly to theParticipant, and (b) shares of Common Stockheld in certificate form directly by a Participantthat are not designated for payment of cashdividends directly to the Participant. No actualstock certificates are held in a Program Account.

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Program Shares

The shares of Common Stock (and anyfractional share) held in a Participant’sProgram Account. These include shares ofCommon Stock purchased under the Programwith dividends and cash deposits and anyshares of Common Stock not designated forpayment of cash dividends directly to theParticipant, whether or not such shares aredeposited by a Participant into a ProgramAccount in Book-Entry form.

Sale Dates

The dates on which sales of Common Stockunder the Program take place. A Sale Date isgenerally the date on which the Administratorprocesses a sale request from a ProgramParticipant.

Shareholder of Record

The individual, joint owner or legal entity (suchas a trust) which holds Common Stock registeredwith Pfizer in his, her, their or its own name.Shares of Common Stock held through a brokermay not be included in the Program.

2. The Administrator will invest, on the relevantInvestment Dates, dividends on the Program Shares.The Administrator will also invest, on the relevantInvestment Dates, any cash deposited by theParticipants (at least $500 as an initial DirectPurchase, or at least $50 thereafter, subject to amaximum of $120,000 in any calendar year) inadditional Program Shares. The shares purchasedunder the Program by the Administrator may bepurchased either from Pfizer or on the open marketor in negotiated transactions.

3. The price of shares of Common Stock purchasedfrom Pfizer will be the simple average of the intradayhigh and the intraday low sales prices of CommonStock on the relevant Investment Dates, as reportedin the Composite trading obtained from Bloomberg,

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L.P. Such purchases may also be made on the openmarket on any securities exchange where such sharesare traded or in negotiated transactions. The price ofshares purchased or sold on the open market or innegotiated transactions will be the weighted averageprice per share of all shares of Common Stockpurchased or sold for the Program on the date of thepurchase or sale. In making purchases for aParticipant’s Program Account, the Administrator willcommingle the Participant’s funds with those ofother Participants in the Program. The Administratormay hold the shares of Common Stock of allParticipants together in its name or in the name of itsnominee. Neither the Administrator nor Pfizer willhave responsibility as to the value of the shares ofCommon Stock acquired for any Participant’sProgram Account.

It is understood that government regulations or othercircumstances may require the temporary curtailmentor suspension of purchases of shares of CommonStock under the Program. Neither the Administratornor Pfizer shall be accountable for its inability tomake purchases at such times. If such curtailment orsuspension continues for a period of longer than 30days for dividend funds, or 35 days for directpurchase and optional cash investment funds, theAdministrator will promptly mail to the Participant acheck payable to the order of the Participant in theamount of any unapplied funds in the Participant’sProgram Account.

4. A person who is not a Participant may, at his orher option, send the Administrator a check payable to“Computershare,” or authorize a one-time onlinebank debit from his or her account at a U.S. bank orfinancial institution, in an amount of at least $500,subject to a maximum of $120,000 in any calendaryear, for the purpose of investing the funds in sharesof Common Stock. This initial Direct Purchase mustbe accompanied by a completed and signed initialenrollment form that permits the Administrator toestablish a Program Account in the new Participant’sname. Initial Direct Purchase funds received by the

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Administrator by Wednesday generally will beinvested on the next weekly Investment Date.

5. The Participant, at his or her option, may send theAdministrator a check payable to “Computershare”in any amount of a least $50, subject to a maximumof $120,000 in any calendar year, for the purpose ofinvesting the funds in shares of Common Stock. TheAdministrator will not accept cash, traveler’s checks,money orders or third-party checks for cash deposits.

The cash deposit may be accompanied by either thecash deposit form that is supplied by the Administratoron a Program Account statement or other writteninstructions. Optional cash investments received bythe Administrator by Wednesday generally will beinvested on the next weekly Investment Date.

6. The Participant, at his or her option, may authorizea one-time online bank debit from his or her accountat a U.S. bank or financial institution in any amountof at least $50, subject to a maximum of $120,000 inany calendar year, for the purpose of investing thefunds in shares of Common Stock.

7. Participants who wish to make regular monthlyinvestments may authorize the Administrator to makeautomatic monthly withdrawals from theParticipant’s account at a U.S. bank or financialinstitution. Funds will be deducted from theParticipant’s account on or about the 15th day ofeach month and will generally be invested on thenext applicable Investment Date. The Participantmust notify the Administrator by telephone, inwriting or via the Internet to change or terminate anyautomatic withdrawal authorization.

8. At the telephone, Internet or written request of theParticipant, any number of shares of Common Stockheld in Book-Entry form in the Participant’s ProgramAccount will be sold by the Administrator on thenext applicable Sale Date, or, if a market order salerequest, promptly at the current market price . Thepricing structure for shares of Common Stock soldunder the Program is the same as that outlined for

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sales of stock in Item 3 above. Item 11 belowdescribes the fees that must be paid in associationwith sales of stock under the Program.

9. The Administrator will confirm purchases and salesof shares of Common Stock as soon as practicableafter the purchases and sales are completed bysending the Participant a statement. Quarterlystatements of transactions and share balances willalso be sent to the Participant. For market order sales,the time of sale will be provided. No stock certificateswill be issued to a Participant in connection withstock purchases for a Program Account unless theParticipant requests such a certificate.

10. The Participant, at his or her option, may depositinto his or her Program Account certificates forshares of Common Stock registered in theParticipant’s name on the books of Pfizer. Sharesdeposited into a Program Account will be recorded inBook-Entry form.

11. Most expenses associated with the Program willbe paid by Pfizer, other than any tax obligations ofthe Participant or any charges imposed by theParticipant’s bank for automatic withdrawals fromthe Participant’s bank account. Participants will beresponsible for a $25 insufficient funds fee for eachcheck, one-time online bank debit, automaticwithdrawal from the Participant’s bank account orother optional cash investment that is rejected due toinsufficient funds. By enrolling or continuing toparticipate in the Program, the Participant authorizesthe Administrator to deduct this charge by sellingshares from the Participant’s Program Account.

Participants will pay a maximum fee of $15 plus aper share processing fee of $0.12 for each batch saleof shares of Common Stock held in a Participant’sProgram Account. These charges will be deductedfrom the proceeds of the applicable sale. These feesmay be waived from time to time and will be paid byPfizer at Pfizer’s sole discretion. Participants will paya maximum fee of $25 plus a per share processingfee of $0.12 for each market order sale of shares of

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Common Stock held in a Participant’s ProgramAccount. All per share processing fees include anybrokerage commissions the Administrator is requiredto pay.

12. All whole shares of Common Stock owned bythe Participant under the Program will be voted inaccordance with the proxy instructions of theParticipant.

13. Participation in the Program may be terminatedby a Participant at any time in writing, by telephoneor through the Internet. To terminate an account, theParticipant or his or her broker must contact theAdministrator, indicating the Participant’s wish toterminate participation in the Program andidentifying the account that is to be terminated.

Upon termination, the Administrator will continue tohold the Participant’s shares in Book-Entry form unlessthe Participant requests that all or a portion of theshares be sold, or requests issuance of a stock certificatefor all or a portion of the shares, or asks his or herbroker to request that all or a portion of the shares betransferred to the Participant’s brokerage account.

If a Participant requests that all or a portion of his orher Book-Entry shares be sold, the Administrator willsell the shares and send the Participant a check for theproceeds of the sale of the whole and fractionalshares of Common Stock held in Book-Entry form,less applicable service and processing fees.

If a Participant requests issuance of a stockcertificate for all or a portion of his or her Book-Entry shares, the Administrator will issue a stockcertificate representing whole shares of CommonStock in the name(s) in which the Program Accountis registered, unless otherwise instructed by theParticipant. If a Participant requests that a stockcertificate be issued in a name other than the name(s)in which the Program Account is registered, theParticipant’s signature on the instructions or stockpower must be guaranteed by a financial institutionparticipating in the Medallion Guarantee program.

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Sale of shares of Common Stock under the Programto terminate an account are subject to the samepricing structure as outlined for purchases of stock inItem 3 above. In addition, the fees applicable to salesas outlined in Item 11 above are also applicable tosales that occur in connection with the termination ofa Program Account.

Terminations are effected daily. A request fortermination generally will be effective on the datereceived by the Administrator or on the first businessday thereafter.

14. Pfizer reserves the right to suspend, modify orterminate the Program or a Participant’s interest inthe Program at any time upon written notice of suchsuspension, modification or termination. If theProgram or a Participant’s interest in the Program isterminated, the whole and fractional shares ofCommon Stock held in each affected ProgramAccount will continue to be held in Book-Entry formunless the Participant requests a stock certificate.

15. All Common Stock distributed as a result of astock dividend or a stock split on shares designatedfor dividend reinvestment will be credited to theParticipant’s Program Account in Book-Entry form,and will be subject to future reinvestment ofdividends. All Common Stock distributed as a resultof a stock dividend or a stock split on sharesdesignated for cash dividends will also be credited tothe Participant’s Program Account, and thedesignation for payment of cash dividends will applyto such shares. The Participant will have theopportunity to exercise any rights issued orapplicable with respect to shares of Common Stockheld in the Participant’s Program Account.

16. Neither the Administrator nor Pfizer will beliable for any act done in good faith, or as requiredby applicable laws, or for any good faith omission toact, including, without limitation, any claims ofliability (a) arising out of any such act or omission toact that occurs prior to or in connection with thetermination of participation pursuant to Item 13

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above, (b) with respect to the prices at which sharesof Common Stock are purchased or sold for anyParticipant’s Program Account and the times at whichsuch purchases or sales are made or with respect toany fluctuation in the market value after the purchaseor sale of shares held in Book-Entry form, and(c) arising out of any failure to terminate a Participant’sProgram Account upon the Participant’s death priorto receipt of notice in writing of such death.

17. Any notice, instruction, request or election whichby any provision of the Program is required orpermitted to be given or made by the Participant tothe Administrator shall be addressed as follows:

If in writing, to:

Pfizer Inc.c/o Computershare Trust Company, N.A.P. O. Box 43078Providence, RI 02940-3078

If by Internet or e-mail, to:

www.computershare.com/[email protected]

or such other address as Pfizer or the Administratorshall furnish to the Participant, and any such notice,instruction, request or election shall be deemed to besufficient when received by the Administrator.

18. Any notice or certificate which by any provisionof the Program is required to be given by Pfizer orthe Administrator to the Participant shall be inwriting and shall be deemed to have been sufficientlygiven for all purposes by being deposited postageprepaid in a post office letter box addressed to theParticipant at his or her address as it last appeared onthe Administrator’s records.

19. The “Terms and Conditions for Participation inthe Pfizer Inc. Shareholder Investment Program”shall be governed by the laws of the State of NewYork without regard to conflict of laws.

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[This Page Intentionally Left Blank]

Pfizer Shareholder Investment Program

1-800-PFE-9393or at 1-781-575-4591

(outside the U.S., Canada and Puerto Rico)

Computershare web site:

www.computershare.com/investor

Computershare e-mail: [email protected]

Pfizer web site: www.pfizer.com

Pfizer Inc.c/o Computershare Trust Company, N.A.

P.O. Box 43078Providence, RI 02940-3078

002CS62524