Pfizer Inc.

Notice of Annual Meeting

of Shareholders,

Proxy Statement

and 2005 Financial Report1

March 16, 2006 1The 2005 Financial Report is not included in this filing. It was previously filed as Exhibit 13 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and is contained in Appendix A to the Proxy Statement mailed to our shareholders beginning on March 16, 2006. For a copy of the 2005 Financial Report, visit http://www.pfizer.com/financial.

HOW TO VOTE

Most shareholders have a choice of voting on theInternet, by telephone, or by mail using a traditional proxycard. Please refer to the proxy card or other votinginstructions included with these proxy materials forinformation on the voting methods available to you. If youvote by telephone or on the Internet, you do not need toreturn your proxy card.

ANNUAL MEETING ADMISSION

Either an admission ticket or proof of ownership ofPfizer stock, as well as a form of personal photoidentification, must be presented in order to be admitted tothe Annual Meeting. If you are a shareholder of record, youradmission ticket is attached to your proxy card. If your sharesare held in the name of a bank, broker or other holder ofrecord, you must bring a brokerage statement or otherproof of ownership with you to the Meeting, or you mayrequest an admission ticket in advance. Please see theresponse to the question “Do I need a ticket to attend theAnnual Meeting?” for further details.

REDUCE PRINTING AND MAILING COSTS

If you share the same last name with other shareholdersliving in your household, you may receive only one copy ofour Proxy Statement and 2005 Financial Report, and the2005 Annual Review. Please see the response to the question“What is “householding” and how does it affect me?” formore information on this important shareholder program.

Shareholders may help us to reduce printing andmailing costs further by opting to receive future proxymaterials by e-mail. Please see the response to the question“Can I access the Notice of Annual Meeting, Proxy Statementand 2005 Financial Report, and the 2005 Annual Review, onthe Internet?” for more information on electronic delivery ofproxy materials.

PFIZER INC.235 East 42nd StreetNew York, NY 10017

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TIME AND DATE . . . . . . . . . . . . . . . . 8:30 a.m., Central Daylight Time (9:30 a.m.,Eastern Daylight Time) on Thursday, April 27,2006.

PLACE . . . . . . . . . . . . . . . . . . . . . . . . The Cornhusker Marriott Hotel333 South 13th StreetLincoln, Nebraska 68508

WEBCAST . . . . . . . . . . . . . . . . . . . . . A Webcast of our Annual Meeting will beavailable on our Website at www.pfizer.comstarting at 8:30 a.m., Central Daylight Time(9:30 a.m. Eastern Daylight Time) on April 27,2006. An archived copy of the Webcast alsowill be available on our Website through thefirst week of May. Information included on ourWebsite, other than our Proxy Statement andform of proxy, is not a part of the proxysoliciting material.

ITEMS OF BUSINESS . . . . . . . . . . . . . • To elect thirteen members of the Board ofDirectors, each for a term of one year.

• To ratify the appointment of KPMG LLP asour independent registered publicaccounting firm for the 2006 fiscal year.

• To approve an amendment to the Company’sRestated Certificate of Incorporation toeliminate the supermajority vote and fairprice provisions.

• To consider 7 shareholder proposals, ifpresented at the Meeting. See Table ofContents for a list of the “ShareholderProposals.”

• To transact such other business as mayproperly come before the Meeting and anyadjournment or postponement.

RECORD DATE. . . . . . . . . . . . . . . . . . You can vote if you are a shareholder of recordon March 1, 2006.

ANNUAL REVIEWAND FINANCIAL REPORT . . . . . Our annual report to shareholders is in two

parts: the 2005 Annual Review and the 2005Financial Report. The 2005 Annual Review isenclosed with these materials as a separatebooklet. The 2005 Financial Report iscontained in Appendix A to this ProxyStatement. These documents are not a part ofthe proxy solicitation materials. They may alsobe accessed through our Website atwww.pfizer.com.

PROXY VOTING . . . . . . . . . . . . . . . . It is important that your shares be representedand voted at the Meeting. You can vote yourshares by completing and returning yourproxy card or by voting on the Internet or bytelephone. See details under the heading“How do I vote?”.

Margaret M. ForanSenior Vice President-Corporate Governance,

March 16, 2006 Associate General Counsel and Corporate Secretary

TABLE OF CONTENTS

PagePROXY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

Why did I receive these proxy materials? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Do I need a ticket to attend the Annual Meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Will the Annual Meeting be webcast? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Who is entitled to vote at the Annual Meeting?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1What is the difference between holding shares as a shareholder of record and

as a beneficial owner? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2How do I vote? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2What can I do if I change my mind after I vote my shares? . . . . . . . . . . . . . . . . . . . . . . . . . . . 3What shares are included on the proxy card? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3What is “householding” and how does it affect me? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3Is there a list of shareholders entitled to vote at the Annual Meeting? . . . . . . . . . . . . . . . . . 4What are the voting requirements to elect the Directors and to approve each

of the proposals discussed in the Proxy Statement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4Could other matters be decided at the Annual Meeting? . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Can I access the Notice of Annual Meeting, Proxy Statement and 2005

Financial Report, and the 2005 Annual Review, on the Internet? . . . . . . . . . . . . . . . . . . . . 5Who will pay for the cost of this proxy solicitation? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5Who will count the vote? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

GOVERNANCE OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Our Corporate Governance Principles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6Governance Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Executive Sessions of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Lead Independent Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Communications with Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11Director Qualification Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12Criteria for Board Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Pfizer Policies on Business Ethics and Conduct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13Code of Conduct for Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Board and Committee Membership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15The Audit Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15Audit Committee Financial Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17The Corporate Governance Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17The Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18The Science and Technology Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19The Executive Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

2005 Compensation of Non-Employee Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20SECURITIES OWNERSHIP OF OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE, RELATED PARTY

TRANSACTIONS AND LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Section 16(a) Beneficial Ownership Reporting Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

PROPOSALS REQUIRING YOUR VOTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25Item 1—Election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

Nominees for Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26Named Executive Officers Who Are Not Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

Item 2—Ratification of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . 31Audit and Non-Audit Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

of Independent Registered Public Accounting Firm. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31Audit Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

PageItem 3—Management Proposal to Amend the Company’s Restated Certificate of

Incorporation to Eliminate the Supermajority Vote Requirements and Fair Price Provision. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34

SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36Item 4—Shareholder Proposal Relating to Term Limits for Directors . . . . . . . . . . . . . . . . . . 36Item 5—Shareholder Proposal Requesting Reporting on Pharmaceutical Price Restraint . . 38Item 6—Shareholder Proposal Relating to Cumulative Voting . . . . . . . . . . . . . . . . . . . . . . . 40Item 7—Shareholder Proposal Requesting Separation of Roles of Chairman and CEO . . . . 41Item 8—Shareholder Proposal Requesting a Report on Political Contributions . . . . . . . . . . 43Item 9—Shareholder Proposal Requesting a Report on the Feasibility of Amending

Pfizer’s Corporate Policy on Laboratory Animal Care and Use. . . . . . . . . . . . . . . . . 45Item 10—Shareholder Proposal Requesting Justification for Financial Contributions

which Advance Animal-Based Testing Methodologies. . . . . . . . . . . . . . . . . . . . . . . 47

COMPENSATION COMMITTEE REPORT AND EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . 49Overview of Compensation Philosophy and Program. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49General Compensation Philosophy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50Total Compensation—Tally Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51Summary Compensation Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Executive Annual Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54Long-Term Incentive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56Option Grants in 2005 Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57Total Options Exercised in 2005 and Year-End Values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57Long-Term Incentive Plan Awards in 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58Stock Ownership Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63Other Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63Pension Plan Table . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65Perquisites . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66Severance and Change-in-Control Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

PERFORMANCE GRAPHS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

EQUITY COMPENSATION PLAN INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

LONG-TERM COMPENSATION PLANS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74The Pfizer Inc. 2004 Stock Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 742001 Stock and Incentive Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 742001 Performance-Contingent Share Award Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74Executive Annual Incentive Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Warner-Lambert Company 1996 Stock Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF SHAREHOLDERS . . . . . . . . . . . . . . . 76

ANNEX 1—Director Qualification Standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i

ANNEX 2—Audit Committee Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii

ANNEX 3—Corporate Governance Committee Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vi

ANNEX 4—Compensation Committee Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . vii

ANNEX 5—Science and Technology Committee Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . viii

ANNEX 6—Lead Independent Director Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ix

ANNEX 7—Proposed Amendments to the Company’s Restated Certificate of Incorporation x

DIRECTIONS TO THE ANNUAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Inside Back Cover

1

Pfizer Inc.235 East 42nd StreetNew York, New York 10017

PROXY STATEMENT

Why did I receive these proxy materials?

We are providing these proxy materials inconnection with the solicitation by the Boardof Directors of Pfizer Inc. (“Pfizer,” the“Company,” “we,” “us” or “our”), a Delawarecorporation, of proxies to be voted at our 2006Annual Meeting of Shareholders and at anyadjournment or postponement.

You are invited to attend our AnnualMeeting of Shareholders on April 27, 2006,beginning at 8:30 a.m., Central Daylight Time(9:30 a.m. Eastern Daylight Time). The Meetingwill be held at The Cornhusker Marriott Hotel.See the inside back cover of this ProxyStatement for directions. We will validateparking at the Cornhusker Marriott Hotelparking lot for up to three hours forshareholders.

Shareholders will be admitted to theAnnual Meeting beginning at 8:00 a.m.,Central Time. Seating will be limited.

The Cornhusker Marriott Hotel is accessibleto disabled persons and, upon request, we willprovide wireless headsets for hearingamplification. Sign interpretation also will beprovided upon request. Please mail yourrequest to the address noted below in responseto the question “Do I need an admission ticketto attend the Annual Meeting?”

This Notice of Annual Meeting, ProxyStatement, form of proxy and votinginstructions are being mailed starting March 16, 2006.

Do I need a ticket to attend the AnnualMeeting?

You will need an admission ticket or proofof ownership to enter the Meeting. Anadmission ticket is attached to your proxy cardif you hold shares directly in your name as ashareholder of record. If you plan to attend theAnnual Meeting, please vote your proxy butkeep the admission ticket and bring it with youto the Annual Meeting.

If your shares are held beneficially in thename of a bank, broker or other holder ofrecord and you plan to attend the Meeting,you must present proof of your ownership ofPfizer stock, such as a bank or brokerageaccount statement, to be admitted to theMeeting. If you would rather have anadmission ticket, you can obtain one inadvance by mailing a written request, along with proof of your ownership of Pfizer stock, to:

Pfizer Shareholder Services235 East 42nd Street, 7th FloorNew York, NY 10017

Shareholders also must present a form ofpersonal photo identification in order to beadmitted to the Meeting.

No cameras, recording equipment,electronic devices, large bags, briefcases orpackages will be permitted in the Meeting.

Will the Annual Meeting be webcast?

Our Annual Meeting also will be webcaston April 27, 2006. You are invited to visitwww.pfizer.com at 8:30 a.m., Central DaylightTime (9:30 a.m., Eastern Daylight Time), onApril 27, 2006, to access the Webcast of theMeeting. Registration for the Webcast isrequired. Pre-registration will be availablebeginning on April 20, 2006. An archived copyof the Webcast also will be available on ourWebsite through the first week of May.

Who is entitled to vote at the AnnualMeeting?

Holders of Pfizer common stock at theclose of business on March 1, 2006, are entitledto receive this Notice and to vote their shares atthe Annual Meeting. As of that date, therewere 7,350,749,827 shares of common stockoutstanding and entitled to vote. In addition,shares of the Company’s Preferred Stock havingvotes equivalent to 10,367,765 shares ofcommon stock were held by one of theCompany’s employee benefit plan trusts. Eachshare of common stock is entitled to one voteon each matter properly brought before theMeeting.

2

What is the difference between holdingshares as a shareholder of record and as abeneficial owner?

If your shares are registered directly inyour name with Pfizer’s transfer agent,Computershare Trust Company, N.A., you areconsidered, with respect to those shares, the“shareholder of record.” The Notice of AnnualMeeting, Proxy Statement and 2005 FinancialReport, proxy card and 2005 Annual Reviewhave been sent directly to you by Pfizer.

If your shares are held in a stock brokerageaccount or by a bank or other holder of record,you are considered the “beneficial owner” ofshares held in street name. The Notice ofAnnual Meeting, Proxy Statement and 2005Financial Report, proxy card and 2005 AnnualReview have been forwarded to you by yourbroker, bank or other holder of record who isconsidered, with respect to those shares, theshareholder of record. As the beneficial owner,you have the right to direct your broker, bankor other holder of record on how to vote yourshares by using the voting instruction cardincluded in the mailing or by following theirinstructions for voting by telephone or on theInternet.

How do I vote?

You may vote using any of the followingmethods:

By Mail

Be sure to complete, sign and date theproxy card or voting instruction card and returnit in the prepaid envelope. If you are ashareholder of record and you return yoursigned proxy card but do not indicate yourvoting preferences, the persons named in theproxy card will vote the shares represented bythat proxy as recommended by the Board ofDirectors.

If you are a shareholder of record, and theprepaid envelope is missing, please mail yourcompleted proxy card to Pfizer Inc., c/oComputershare Investor Services, PO Box43119, Providence, Rhode Island 02940-5110.

By telephone or on the Internet

The telephone and Internet votingprocedures established by Pfizer for

shareholders of record are designed toauthenticate your identity, to allow you to giveyour voting instructions and to confirm thatthose instructions have been properly recorded.

You can vote by calling the toll-freetelephone number on your proxy card. Pleasehave your proxy card in hand when you call.Easy-to-follow voice prompts allow you to voteyour shares and confirm that your instructionshave been properly recorded. If you are locatedoutside the U.S., Puerto Rico and Canada, seeyour proxy card for additional instructions.

The Website for Internet voting iswww.investorvote.com/pfe. Please have yourproxy card handy when you go online. As withtelephone voting, you can confirm that yourinstructions have been properly recorded. Ifyou vote on the Internet, you also can requestelectronic delivery of future proxy materials.

Telephone and Internet voting facilities forshareholders of record will be available 24hours a day, and will close at 11:59 pm. EasternDaylight Time on April 26, 2006.

The availability of telephone and Internetvoting for beneficial owners will depend onthe voting processes of your broker, bank orother holder of record. Therefore, werecommend that you follow the votinginstructions in the materials you receive.

If you vote by telephone or on theInternet, you do not have to return your proxycard or voting instruction card.

In person at the Annual Meeting

All shareholders may vote in person at theAnnual Meeting. You may also be representedby another person at the Meeting by executinga proper proxy designating that person. If youare a beneficial owner of shares, you mustobtain a legal proxy from your broker, bank orother holder of record and present it to theinspectors of election with your ballot to beable to vote at the Meeting.

Your vote is important. You can save us theexpense of a second mailing by votingpromptly.

3

What can I do if I change my mind after I votemy shares?

If you are a shareholder of record, you canrevoke your proxy before it is exercised by:

• written notice to the Secretary of theCompany;

• timely delivery of a valid, later-datedproxy or a later-dated vote by telephoneor on the Internet; or

• voting by ballot at the Annual Meeting.

If you are a beneficial owner of shares, youmay submit new voting instructions bycontacting your bank, broker or other holderof record. You may also vote in person at theAnnual Meeting if you obtain a legal proxy asdescribed in the answer to the previousquestion.

All shares that have been properly votedand not revoked will be voted at the AnnualMeeting.

What shares are included on the proxy card?

If you are a shareholder of record you willreceive only one proxy card for all the sharesyou hold:

• in certificate form

• in book-entry form

• in book-entry form in the PfizerShareholder Investment Program

and if you are a Pfizer employee:

• in the Pfizer Savings Plan

• in the Pharmacia Savings Plan

• in the Pfizer Inc. Employee Benefit Trust.

If you are a U.S. Pfizer employee whocurrently has outstanding stock options, youare entitled to give voting instructions on aportion of the shares held in the Pfizer Inc.Employee Benefit Trust (the Trust). Your proxycard will serve as a voting instruction card forthe trustee.

If you do not vote your shares or specifyyour voting instructions on your proxy card, theadministrators of the Pfizer Savings Plan and ofthe Pharmacia Savings Plan (collectively, thePlans) or the trustee of the Trust will vote your

shares in the same proportion as the shares forwhich voting instructions have been received.To allow sufficient time for voting by thetrustee of the Trust and the administrators ofthe Plans, your voting instructions must bereceived by April 25, 2006.

If you hold Pfizer shares through any otherCompany plan, you will receive votinginstructions from that plan’s administrator.

If you are a beneficial owner, you willreceive voting instructions, and informationregarding consolidation of your vote, fromyour bank, broker or other holder of record.

What is “householding” and how does itaffect me?

We have adopted a procedure approvedby the Securities and Exchange Commission(“SEC”) called “householding.” Under thisprocedure, shareholders of record who havethe same address and last name and do notparticipate in electronic delivery of proxymaterials will receive only one copy of ourNotice of Annual Meeting, Proxy Statementand Financial Report, and of our AnnualReview, unless one or more of theseshareholders notifies us that they wish tocontinue receiving individual copies. Thisprocedure will reduce our printing costs andpostage fees.

Shareholders who participate inhouseholding will continue to receive separateproxy cards. Also, householding will not in anyway affect dividend check mailings.

If you are eligible for householding, butyou and other shareholders of record withwhom you share an address currently receivemultiple copies of the Notice of AnnualMeeting, Proxy Statement and Financial Reportand Annual Review, or if you hold stock inmore than one account, and in either case youwish to receive only a single copy of each ofthese documents for your household, pleasecontact our transfer agent, ComputershareTrust Company, N.A. (in writing: P.O. Box 43069,Providence, Rhode Island 02940-3069; bytelephone: in the U.S., Puerto Rico and Canada,1-800-733-9393; outside the U.S., Puerto Ricoand Canada, 1-781-575-4591).

4

If you participate in householding andwish to receive a separate copy of this Notice ofAnnual Meeting, Proxy Statement and 2005Financial Report, and 2005 Annual Review, or ifyou do not wish to participate in householdingand prefer to receive separate copies of thesedocuments in the future, please contactComputershare as indicated above.

Beneficial owners can request informationabout householding from their banks, brokersor other holders of record.

Is there a list of shareholders entitled to voteat the Annual Meeting?

The names of shareholders of recordentitled to vote at the Annual Meeting will beavailable at the Annual Meeting and for tendays prior to the Meeting for any purposegermane to the meeting, between the hours of8:45 a.m. and 4:30 p.m., at our principalexecutive offices at 235 East 42nd Street, NewYork, New York, by contacting the Secretary ofthe Company.

What are the voting requirements to electthe Directors and to approve each of theproposals discussed in this Proxy Statement?

DiscretionaryVote Voting

Proposal Required Allowed?

Election of Directors Plurality YesRatification of KPMG Majority YesAmendment to 80% of

Certificate of shares Incorporation outstanding Yes

Shareholder Proposals Majority No

The presence of the holders of a majorityof the outstanding shares of common stockentitled to vote at the Annual Meeting, presentin person or represented by proxy, is necessaryto constitute a quorum. Abstentions and“broker non-votes” are counted as present andentitled to vote for purposes of determining aquorum. A “broker non-vote” occurs when abank, broker or other holder of record holdingshares for a beneficial owner does not vote ona particular proposal because that holder doesnot have discretionary voting power for thatparticular item and has not receivedinstructions from the beneficial owner.

If you are a beneficial owner, your bank,broker or other holder of record is permitted to

vote your shares on the election of Directors,the ratification of KPMG LLP as ourindependent registered public accounting firmand Management’s proposal to amend theCompany’s Restated Certificate ofIncorporation to eliminate the supermajorityand fair price provisions, even if the recordholder does not receive voting instructionsfrom you. The record holder may not vote onany of the shareholder proposals absentinstructions from you. Without your votinginstructions, a broker non-vote will occur.

Election of DirectorsA plurality of the votes cast is required for

the election of Directors. This means that theDirector nominee with the most votes for aparticular slot is elected for that slot. You mayvote “for” or “withheld” with respect to theelection of directors. Only votes “for” or“withheld” are counted in determiningwhether a plurality has been cast in favor of aDirector. Abstentions are not counted forpurposes of the election of Directors.

• Majority Vote Policy

Our Corporate Governance Principles,which appear later in this Proxy Statement, setforth our procedures if a director-nominee iselected, but receives a majority of “withheld”votes. In an uncontested election, any nomineefor Director who receives a greater number ofvotes “withheld” from his or her election thanvotes “for” such election is required to tenderhis or her resignation following certification ofthe shareholder vote.

The Corporate Governance Committee isrequired to make recommendations to theBoard with respect to any such letter ofresignation. The Board is required to takeaction with respect to this recommendation andto disclose their decision-making process. Fulldetails of this Policy are set out in ourCorporate Governance Principles and under “Item 1 – Election of Directors.”

Ratification of KPMGUnder the Company’s By-laws, the votes

cast “for” must exceed the votes cast “against”to approve the ratification of KPMG LLP as ourindependent registered public accounting firm.Abstentions and, if applicable, broker non-votes, are not counted as votes “for” or“against” these proposals.

5

Amendment of Certificate ofIncorporation to Eliminate SupermajorityVote Requirements and Fair PriceProvisionThe affirmative vote of at least 80% of all

outstanding shares of Common Stock isrequired for approval of management’sproposal to eliminate the supermajority andfair price provisions from the Company’sRestated Certificate of Incorporation. Anabstention on this proposal is not anaffirmative vote and will have the same effectas a vote against this proposal.

Shareholder Proposals

The votes cast “for” must exceed the votescast “against” each of the shareholderproposals. Abstentions and, if applicable,broker nonvotes, are not counted as votes“for” or “against” these proposals.

Could other matters be decided at the AnnualMeeting?

At the date this Proxy Statement went topress, we did not know of any matters to beraised at the Annual Meeting other than thosereferred to in this Proxy Statement.

If other matters are properly presented atthe Annual Meeting for consideration, theProxy Committee appointed by the Board ofDirectors (the persons named in your proxycard if you are a shareholder of record) willhave the discretion to vote on those mattersfor you.

Can I access the Notice of Annual Meeting,Proxy Statement and 2005 Financial Report,and the 2005 Annual Review, on theInternet?

The Notice of Annual Meeting, ProxyStatement and 2005 Financial Report, and the2005 Annual Review, are available on ourWebsite at www.pfizer.com. Instead ofreceiving future copies of our Proxy Statementand Annual Report materials by mail, mostshareholders can elect to receive an e-mail thatwill provide electronic links to them. Opting toreceive your proxy materials online will save usthe cost of producing and mailing documentsto your home or business, and also will giveyou an electronic link to the proxy voting site.

Shareholders of Record: If you vote on theInternet at www.investorvote.com/pfe, simplyfollow the prompts for enrolling in theelectronic proxy delivery service. You also mayenroll in the electronic proxy delivery service atany time in the future by going directly towww.econsent.com/pfe and following theenrollment instructions.

Beneficial Owners: If you hold your sharesin a brokerage account, you also may have theopportunity to receive copies of thesedocuments electronically. Please check theinformation provided in the proxy materialsmailed to you by your bank or other holder ofrecord regarding the availability of this service.

Who will pay for the cost of this proxysolicitation?

We will pay the cost of soliciting proxies.Proxies may be solicited on our behalf byDirectors, officers or employees in person or bytelephone, electronic transmission andfacsimile transmission. We have hired Morrow& Co. to distribute and solicit proxies. We willpay Morrow & Co. a fee of $35,000, plusreasonable expenses, for these services.

Who will count the vote?Representatives of our transfer agent,

Computershare Trust Company, N.A., willtabulate the votes and act as inspectors ofelection.

6

Our Corporate Governance Principles

Role and Composition of the Board of Directors

1. General. The Board of Directors, which is elected by the shareholders, is the ultimatedecision-making body of the Company except with respect to those matters reserved to theshareholders. It selects the senior management team, which is charged with the conduct of theCompany’s business. Having selected the senior management team, the Board acts as anadvisor and counselor to senior management and ultimately monitors its performance.

2. Succession Planning. The Board also plans for succession to the position of Chairmanof the Board and Chief Executive Officer as well as certain other senior management positions.To assist the Board, the Chairman and CEO annually provides the Board with an assessment ofsenior managers and of their potential to succeed him or her. He or she also provides theBoard with an assessment of persons considered potential successors to certain seniormanagement positions.

3. Chairman and CEO. It is the policy of the Company that the positions of Chairman ofthe Board and Chief Executive Officer be held by the same person, except in unusualcircumstances. This combination has served the Company well over a great many years. Thefunction of the Board in monitoring the performance of the senior management of theCompany is fulfilled by the presence of outside Directors of stature who have a substantiveknowledge of the business.

4. Director Independence. It is the policy of the Company that the Board consist of amajority of independent Directors. The Corporate Governance Committee of the Board hasestablished Director Qualification Standards to assist it in determining director independence,which either meet or exceed the independence requirements of the New York Stock Exchange(“NYSE”) corporate governance listing standards. The Board will consider all relevant facts andcircumstances in making an independence determination, and not merely from the standpointof the Director, but also from that of persons or organizations with which the director has anaffiliation.

5. Board Size. It is the policy of the Company that the number of Directors not exceed anumber that can function efficiently as a body. The Corporate Governance Committeeconsiders and makes recommendations to the Board concerning the appropriate size andneeds of the Board. The Corporate Governance Committee considers candidates to fill newpositions created by expansion and vacancies that occur by resignation, by retirement or forany other reason.

6. Selection Criteria. Candidates are selected for, among other things, their integrity,independence, diversity of experience, leadership and their ability to exercise sound judgment.Scientific expertise, prior government service and experience at policy-making levels involvingissues affecting business, government, education, technology, as well as areas relevant to theCompany’s global business are among the most significant criteria. Final approval of acandidate is determined by the full Board.

7. Voting for Directors. In an uncontested election, any nominee for Director who receivesa greater number of votes “withheld” from his or her election than votes “for” such election(a “Majority Withheld Vote”) shall promptly tender his or her resignation followingcertification of the shareholder vote.

GOVERNANCE OF THE COMPANY

7

The Corporate Governance Committee shall promptly consider the resignation offer and arange of possible responses based on the circumstances that led to the Majority Withheld Vote,if known, and make a recommendation to the Board. The Board will act on the CorporateGovernance Committee’s recommendation within 90 days following certification of theshareholder vote.

Thereafter, the board will promptly disclose its decision-making process and decisionregarding whether to accept the Director’s resignation offer (or the reason(s) for rejecting theresignation offer, if applicable) in a Form 8-K furnished to the Securities and ExchangeCommission.

Any Director who tenders his or her resignation pursuant to this provision shall notparticipate in the Corporate Governance Committee recommendation or Board actionregarding whether to accept the resignation offer.

However, if each member of the Corporate Governance Committee received a MajorityWithheld Vote at the same election, then the independent Directors who did not receive aMajority Withheld Vote shall appoint a committee amongst themselves to consider theresignation offers and recommend to the Board whether to accept them.

However, if the only Directors who did not receive a Majority Withheld Vote in the sameelection constitute three or fewer Directors, all Directors may participate in the actionregarding whether to accept the resignation offers.

8. Director Service on Other Public Boards. Ordinarily, Directors should not serve on morethan four other boards of public companies in addition to the Company’s Board. Currentpositions in excess of these limits may be maintained unless the Board of Directors determinesthat doing so would impair the Director’s service on the Company’s Board.

9. Former CEO as Director. Commencing with the current CEO, upon retirement from theCompany, the former CEO will not retain Board membership.

10. Change in Director Occupation. When a Director’s principal occupation or businessassociation changes substantially during his or her tenure as a Director, that Director shalltender his or her resignation for consideration by the Corporate Governance Committee. TheCorporate Governance Committee will recommend to the Board the action, if any, to be takenwith respect to the resignation.

11. Director Compensation. The Corporate Governance Committee annually reviews thecompensation of Directors.

12. Ownership Requirements. All non-employee Directors are required to hold at least$300,000 worth of Pfizer stock, and/or the units issued as compensation for Board service,while serving as a Director of the Company. New Directors will have five years to attain thisownership threshold. Shares or units held by a Director under any deferral plan, are includedin calculating the value of ownership to determine whether this minimum ownershiprequirement has been met.

13. Director Retirement. Directors are required to retire from the Board when they reachthe age of 72.

14. Board and Committee Self-Evaluation. The Board, and each Committee, are requiredto conduct a self-evaluation of their performance at least annually.

15. Term Limits. The Board does not endorse arbitrary term limits on Directors’ service, nordoes it believe in automatic annual re-nomination until Directors reach the mandatoryretirement age. The Board self-evaluation process is an important determinant for continuingservice.

8

16. Committees. It is the general policy of the Company that all major decisions beconsidered by the Board as a whole. As a consequence, the Committee structure of the Boardis limited to those Committees considered to be basic to, or required for, the operation of apublicly owned company. Currently these Committees are the Executive Committee, AuditCommittee, Compensation Committee, Corporate Governance Committee and Science andTechnology Committee.

The members and chairs of these Committees are recommended to the Board by theCorporate Governance Committee. The Audit Committee, Compensation Committee andCorporate Governance Committee are made up of only independent Directors. Themembership of these Committees is rotated from time to time. In addition to the requirementthat a majority of the Board satisfy the independence standards noted above in Paragraph 4,Director Independence, members of the Audit Committee also must satisfy an additional NYSEindependence standard. Specifically, they may not accept directly or indirectly any consulting,advisory or other compensatory fee from Pfizer or any of its subsidiaries other than theirDirector compensation. As a matter of policy, the Board also will apply a separate andheightened independence standard to members of both the Compensation and CorporateGovernance Committees. No member of either Committee may be a partner, member orprincipal of a law firm, accounting firm or investment banking firm that accepts consulting oradvisory fees from Pfizer or any of its subsidiaries.

17. Director Orientation and Continuing Education. In furtherance of its policy of havingmajor decisions made by the Board as a whole, the Company has a full orientation andcontinuing education process for Board members that includes extensive materials, meetingswith key management and visits to Company facilities.

18. CEO Performance Goals and Annual Evaluation. The Compensation Committee isresponsible for setting annual and long-term performance goals for the Chairman and CEOand for evaluating his or her performance against such goals. The Committee meets annuallywith the Chairman and CEO to receive his or her recommendations concerning such goals.Both the goals and the evaluation are then submitted for consideration by the outsideDirectors of the Board at a meeting or executive session of that group. The Committee thenmeets with the Chairman and CEO to evaluate his or her performance against such goals.

19. Senior Management Performance Goals. The Compensation Committee also isresponsible for setting annual and long-term performance goals and compensation for thedirect reports to the Chairman and CEO. These decisions are approved or ratified by action ofthe outside Directors of the Board at a meeting or executive session of that group.

20. Communication with Stakeholders. The Chairman and CEO is responsible forestablishing effective communications with the Company’s stakeholder groups, i.e.,shareholders, customers, company associates, communities, suppliers, creditors, governmentsand corporate partners.

It is the policy of the Company that management speaks for the Company. This policy doesnot preclude outside Directors, including the Lead Independent Director, from meeting withshareholders, but it is suggested that in most circumstances any such meetings be held withmanagement present.

21. Annual Meeting Attendance. All Board members are expected to attend our AnnualMeeting of Shareholders unless an emergency prevents them from doing so.

Board Functions

22. Agenda. The Chairman of the Board and Chief Executive Officer sets the agenda forBoard meetings with the understanding that the Board is responsible for providingsuggestions for agenda items that are aligned with the advisory and monitoring functions of

9

the Board. Agenda items that fall within the scope of responsibilities of a Board Committeeare reviewed with the chair of that Committee. Any member of the Board may request that anitem be included on the agenda.

23. Board Materials. Board materials related to agenda items are provided to Boardmembers sufficiently in advance of Board meetings to allow the Directors to prepare fordiscussion of the items at the meeting.

24 Board Meetings. At the invitation of the Board, members of senior managementrecommended by the Chairman and CEO attend Board meetings or portions thereof for thepurpose of participating in discussions. Generally, presentations of matters to be considered bythe Board are made by the manager responsible for that area of the Company’s operations.

25. Director Access to Corporate and Independent Advisors. In addition, Board membershave free access to all other members of management and employees of the Company and, asnecessary and appropriate, Board members may consult with independent legal, financial andaccounting advisors to assist in their duties to the Company and its shareholders.

26. Executive Sessions. Executive sessions or meetings of outside Directors withoutmanagement present are held regularly (at least four times a year) to review the report of theindependent registered public accounting firm, the criteria upon which the performance ofthe Chairman and CEO and other senior managers is based, the performance of the Chairmanand CEO against such criteria, the compensation of the Chairman and CEO and other seniormanagers, and any other relevant matter. Meetings are held from time to time with theChairman and CEO for a general discussion of relevant subjects.

27. Lead Independent Director. It is the policy of the Company that a Lead IndependentDirector shall be elected annually to preside over executive sessions of Pfizer’s independentDirectors, facilitate information flow and communication between the Directors and theChairman, and to perform such other duties specified by the Board and outlined in the Charterof the Lead Independent Director.

28. Annual Board Self-Evaluation. The Board, under the direction of the CorporateGovernance Committee, will prepare an annual performance self-evaluation.

Committee Functions

29. Independence. The Audit, Compensation and Corporate Governance Committeesconsist only of independent Directors.

30. Meeting Conduct. The frequency, length and agenda of meetings of each of theCommittees are determined by the chair of the Committee. Sufficient time to consider theagenda items is provided. Materials related to agenda items are provided to the Committeemembers sufficiently in advance of the meeting where necessary to allow the members toprepare for discussion of the items at the meeting.

31. Scope of Responsibilities. The responsibilities of each of the Committees aredetermined by the Board from time to time.

32. Annual Committee Self-Evaluation. Each Committee is responsible for preparing anannual performance self-evaluation.

Policy on Poison Pills

33. Expiration of Rights Agreement. The Board amended Pfizer’s Rights Agreement, or“Poison Pill,” to cause the Agreement to expire on December 31, 2003. The term Poison Pillrefers to a type of shareholder rights plan that some companies adopt to provide anopportunity for negotiation during a hostile takeover attempt.

10

The Board has adopted a statement of policy that it shall seek and obtain shareholderapproval before adopting a Poison Pill; provided, however, that the Board may determine toact on its own to adopt a Poison Pill, if, under the circumstances, the Board, including themajority of the independent members of the Board, in its exercise of its fiduciaryresponsibilities, deems it to be in the best interest of Pfizer’s shareholders to adopt a Poison Pill without the delay in adoption that would come from the time reasonably anticipated toseek shareholder approval.

If the Board were ever to adopt a Poison Pill without prior shareholder approval, theBoard would either submit the Poison Pill to shareholders for ratification, or would cause thePoison Pill to expire within one year.

The Corporate Governance Committee will review this Poison Pill policy statement on anannual basis, including the stipulation which addresses the Board’s fiduciary responsibility toact in the best interest of the shareholders without prior shareholder approval, and report tothe Board any recommendations it may have concerning the policy.

Periodic Review of Corporate Governance Principles

34. These principles are reviewed by the Board at least annually.

From time to time we revise ourCorporate Governance Principles in responseto changing regulatory requirements, evolvingbest practices and the concerns of ourshareholders and other constituents. OurCorporate Governance Principles arepublished on our Website at www.pfizer.com,under the “Who We Are—For Investors––Corporate Governance” captions.

In addition to our Corporate GovernancePrinciples, other information relating tocorporate governance at Pfizer, is available onour Website, including:

• Board of Directors—Background andExperience

• Board Committees—Description ofCommittees, Charters and CurrentMembers

• Board Policy on Executive PensionBenefits

• Code of Business Conduct and Ethics forDirectors

• How to Communicate with OurDirectors

• Director Qualification Standards

• Certifications of Chief Executive Officerand Chief Financial Officer

• Standards of Business Conduct for allPfizer colleagues, including our ChiefExecutive Officer, Chief Financial Officerand Principal Accounting Officer

• Political Action Committee Report

• By-Laws of Pfizer Inc.

• Restated Certificate of Incorporation

• Frequently Asked Questions aboutPfizer Corporate Governance

We will provide any of the foregoinginformation without charge upon writtenrequest to Margaret M. Foran, Senior VicePresident-Corporate Governance, AssociateGeneral Counsel and Corporate Secretary,Pfizer Inc., 235 East 42nd Street, New York, NY10017-5755.

Pfizer Corporate Governance Website

11

Executive Sessions of Directors

Executive sessions or meetings of outside(non-management) Directors withoutmanagement present are held regularly (atleast four times a year) to review the report ofthe independent registered public accountingfirm, the criteria upon which the performanceof the Chairman and CEO and other seniormanagers is based, the performance of theChairman and CEO against such criteria, thecompensation of the Chairman and CEO andother senior managers and any other relevantmatter. Meetings are held from time to timewith the Chairman and CEO for a generaldiscussion of relevant subjects. In 2005, theDirectors met in executive session six times.

Lead Independent Director

The Pfizer Board of Directors hasappointed a non-management director to servein a lead capacity (“Lead IndependentDirector”) to coordinate the activities of theother non-management directors, and toperform such other duties and responsibilitiesas the Board of Directors may determine.Currently the Lead Independent Director isStanley O. Ikenberry.

The role of the Lead Independent Directorincludes:

• presiding at executive sessions, with theauthority to call meetings of theindependent directors;

• functioning as principal liaison on Board-wide issues between the independentdirectors and the Chairman;

• participating in the flow of informationto the Board, i.e., meeting agenda itemsand meeting schedules to assure thatthere is sufficient time for discussion ofall items;

• recommending to the Chairman theretention of outside advisors andconsultants who report directly to theBoard of Directors; and

• if requested by shareholders, ensuringthat he/she is available, whenappropriate, for consultation and directcommunication.

The Charter of the Lead IndependentDirector is found in this proxy statement asAnnex 6 and on our Website atwww.pfizer.com/who we are/forinvestors/corporate governance.

Communications with Directors

Shareholders may communicate with theLead Independent Director or Chairs of ourAudit, Compensation and CorporateGovernance Committees on board-relatedissues by sending an e-mail to the appropriateaddress below:

• leaddirector@ pfizer.com

• auditchair@ pfizer.com

• compchair@ pfizer.com or

• corpgovchair@ pfizer.com.

You also may write to any of theCommittee Chairs or to the outside Directors asa group c/o Margaret M. Foran, Senior VicePresident—Corporate Governance, AssociateGeneral Counsel and Corporate Secretary atPfizer Inc., 235 East 42nd Street, New York,New York 10017.

Relevant communications are distributedto the Board, or to any individual Director orDirectors as appropriate, depending on thefacts and circumstances outlined in thecommunication. In that regard, the PfizerBoard of Directors has requested that certainitems that are unrelated to the duties andresponsibilities of the Board should beexcluded, such as:

• business solicitations or advertisements

• junk mail and mass mailings

• new product suggestions

• product complaints

• product inquiries

• resumes and other forms of job inquiries

• spam

• surveys

Governance Information

12

In addition, material that is unduly hostile,threatening, illegal or similarly unsuitable willbe excluded, with the provision that anycommunication that is filtered out must bemade available to any outside Director uponrequest.

Director Qualification Standards

Pursuant to New York Stock Exchangelisting standards, our Board of Directors hasadopted a formal set of categorical DirectorQualification Standards with respect to thedetermination of Director independence. Inaccordance with these Standards, a Directormust be determined to have no materialrelationship with the Company other than as aDirector. The Standards specify the criteria bywhich the independence of our Directors willbe determined, including strict guidelines forDirectors and their immediate families withrespect to past employment or affiliation withthe Company or its independent registeredpublic accounting firm. The Standards alsoprohibit Audit Committee members fromhaving any direct or indirect financialrelationship with the Company, and restrictboth commercial and not-for-profitrelationships of all Directors with the Company.Directors may not be given personal loans orextensions of credit by the Company, and allDirectors are required to deal at arm’s lengthwith the Company and its subsidiaries, and todisclose any circumstance that might beperceived as a conflict of interest.

Director Independence

The provisions of the Board’s DirectorQualification Standards regarding Directorindependence meet and in some areas exceedthe listing standards of the New York StockExchange. The Board’s Director QualificationStandards are attached to this proxy statementas Annex 1.

In accordance with these Standards, theBoard undertook its annual review of Directorindependence. During this review, the Boardconsidered transactions and relationshipsbetween each Director or any member of his orher immediate family and the Company and itssubsidiaries and affiliates. The Board alsoconsidered whether there were any

transactions or relationships between Directorsor any member of their immediate family (orany entity of which a Director or an immediatefamily member is an executive officer, generalpartner or significant equity holder). Asprovided in the Director QualificationStandards, the purpose of this review was todetermine whether any such relationships ortransactions existed that were inconsistent witha determination that the Director isindependent.

As a result of this review, the Boardaffirmatively determined that the followingDirectors nominated for election at the annualmeeting are independent of the Company andits management under the standards set forthin the Director Qualification Standards: Drs.Michael S. Brown, Stanley O. Ikenberry, DanaG. Mead, Ruth Simmons; Ms. Constance J.Horner, Messrs. M. Anthony Burns, Robert N.Burt, W. Don Cornwell, William H. Gray III,William R. Howell and George A. Lorch; andthat Dr. Henry A. McKinnell and Mr. WilliamC. Steere, Jr. are not independent under theseStandards. Dr. McKinnell is considered aninside Director because of his employment as Chairman and Chief Executive Officer of theCompany. Mr. Steere is not considered anindependent outside Director as a result of hisformer status as Chairman and Chief ExecutiveOfficer of the Company.

In making these determinations, the Boardconsidered that in the ordinary course ofbusiness, transactions may occur between theCompany and its subsidiaries and companies atwhich some of our Directors are or have beenofficers. In each case, the amount oftransactions from these companies in each ofthe last three years did not approach thethresholds set forth in the DirectorQualification Standards. The Board alsoconsidered charitable contributions to not-for-profit organizations of which our Directors orimmediate family members are executiveofficers, none of which approached the levelsset forth in our Director QualificationStandards.

The full text of our Director QualificationStandards is attached as Annex 1 to this ProxyStatement. These Standards also are publishedon our Website at www.pfizer.com, under the

13

“Who We Are—For Investors—CorporateGovernance—Director Qualification Standards”captions.

Criteria for Board Membership

To fulfill its responsibility to recruit andrecommend to the full Board nominees forelection as Directors, the CorporateGovernance Committee reviews thecomposition of the full Board to determine thequalifications and areas of expertise needed tofurther enhance the composition of the Boardand works with management in attractingcandidates with those qualifications.Appropriate criteria for Board membershipinclude the following:

• Members of the Board should beindividuals of high integrity andindependence, substantialaccomplishments, and have prior orcurrent association with institutionsnoted for their excellence.

• Members of the Board should havedemonstrated leadership ability, withbroad experience, diverse perspectives,and the ability to exercise soundbusiness judgment.

• The background and experience ofmembers of the Board should be in areasimportant to the operation of theCompany such as business, education,finance, government, law, medicine orscience.

• The composition of the Board shouldreflect sensitivity to the need fordiversity as to gender, ethnicbackground and experience.

In addition, pursuant to our CorporateGovernance Principles, the Committeeconsiders the number of other boards of publiccompanies on which a candidate serves.Moreover, Directors are expected to actethically at all times and adhere to theCompany’s Code of Business Conduct and Ethicsfor members of the Board of Directors.

The Governance Committee currentlyretains a third party search firm to assist theCommittee members in identifying andevaluating potential nominees for the Board.The Committee considers candidates for

Director suggested by our shareholders,provided that the recommendations are madein accordance with the procedures requiredunder our By-laws and described in this ProxyStatement under the heading “Requirements,Including Deadlines, for Submission of ProxyProposals, Nomination of Directors and OtherBusiness of Shareholders.” Shareholdernominees whose nominations comply withthese procedures and who meet the criteriaoutlined above, in the Committee’s Charter,and in our Corporate Governance Principles,will be evaluated by the Corporate GovernanceCommittee in the same manner as theCommittee’s nominees.

Pfizer Policies on Business Ethics and Conduct

All of our employees, including our ChiefExecutive Officer, Chief Financial Officer andPrincipal Accounting Officer (“Officers”), arerequired to abide by Pfizer’s Policies onBusiness Conduct to ensure that our business isconducted in a consistently legal and ethicalmanner. These Policies form the foundation ofa comprehensive process that includescompliance with all corporate policies andprocedures, an open relationship amongcolleagues that contributes to good businessconduct, and the high integrity level of ouremployees. Our Policies and procedures coverall areas of professional conduct, includingemployment policies, conflicts of interest,intellectual property and the protection ofconfidential information, as well as strictadherence to all laws and regulationsapplicable to the conduct of our business.

Employees are required to report anyconduct that they believe in good faith to bean actual or apparent violation of Pfizer’sPolicies on Business Conduct. The Sarbanes-Oxley Act of 2002 requires audit committees tohave procedures to receive, retain and treatcomplaints received regarding accounting,internal accounting controls or auditingmatters and to allow for the confidential andanonymous submission by employees ofconcerns regarding questionable accounting orauditing matters. We have such procedures inplace. In addition, the Pfizer Policy regardingCompliance with SEC Attorney Conduct Rulesrequires all Pfizer lawyers to report to theappropriate persons at the Company evidenceof any actual, potential or suspected material

14

violation of state or federal law or breach offiduciary duty by Pfizer or any of its officers,Directors, employees or agents.

Code of Conduct for Directors

The members of our Board of Directorsalso are required to comply with a Code ofBusiness Conduct and Ethics (the “Code”). TheCode is intended to focus the Board and theindividual Directors on areas of ethical risk,help Directors recognize and deal with ethicalissues, provide mechanisms to report unethicalconduct, and foster a culture of honesty andaccountability. The Code covers all areas ofprofessional conduct relating to service on thePfizer Board, including conflicts of interest,

unfair or unethical use of corporateopportunities, strict protection of confidentialinformation, compliance with all applicablelaws and regulations and oversight of ethicsand compliance by employees of the Company.

The full texts of both Pfizer’s Policies onBusiness Conduct and of the Code of BusinessConduct and Ethics for our Directors arepublished on our Website, at www.pfizer.com,under the “Who We Are—For Investors—Corporate Governance” captions. We willdisclose any future amendments to, or waiversfrom, certain provisions of these ethical policiesand standards for Officers and Directors on ourWebsite within two business days following thedate of such amendment or waiver.

15

The Audit Committee

In 2005, the Audit Committee met 13times. Under the terms of its Charter, the AuditCommittee meets at least six times a year,including periodic meetings held separatelywith management, the internal auditor andthe independent registered public accountingfirm and meets to review disclosures in our SECperiodic filings. The Audit Committeerepresents and assists the Board with theoversight of: the integrity of the Company’sfinancial statements and internal controls; theCompany’s compliance with legal andregulatory requirements; the independentregistered public accounting firm’s

qualifications and independence; theperformance of the Company’s internal auditfunction; and the performance of theindependent registered public accounting firm.In addition, the Committee is responsible for:

• selecting and retaining, and terminatingwhen appropriate, the independentregistered public accounting firm;

• setting the compensation for, overseeingthe work of and pre-approving all auditservices to be provided by theindependent registered publicaccounting firm;

Board and Committee Membership

Our business, property and affairs are managed under the direction of our Board of Directors.Members of our Board are kept informed of our business through discussions with our Chairmanand Chief Executive Officer and other officers, by reviewing materials provided to them, by visitingour offices and plants and by participating in meetings of the Board and its Committees.

All Board members are expected to attend our Annual Meetings of Shareholders, unless anemergency prevents them from doing so. At our 2005 Annual Meeting, all members of the Boardwere present.

During 2005, the Board of Directors met ten times and had five Committees. Those Committeesconsisted of an Audit Committee, a Corporate Governance Committee, a Compensation Committee,a Science and Technology Committee and an Executive Committee. Each of our incumbent Directorsattended at least 90 percent of the regularly scheduled and special meetings of the Board and BoardCommittees on which they served in 2005.

The table below provides 2005 membership and meeting information for each of the BoardCommittees.

Corporate Science &Name Audit Governance Compensation Technology Executive

Dr. Brown. . . . . . . . . . . . . . . . . . . . . X X*Mr. Burns . . . . . . . . . . . . . . . . . . . . . X XMr. Burt(1) . . . . . . . . . . . . . . . . . . . . . XMr. Cornwell . . . . . . . . . . . . . . . . . . XMr. Gray . . . . . . . . . . . . . . . . . . . . . . XMs. Horner. . . . . . . . . . . . . . . . . . . . X XMr. Howell(1). . . . . . . . . . . . . . . . . . . X*Dr. Ikenberry . . . . . . . . . . . . . . . . . . X X XMr. Lorch . . . . . . . . . . . . . . . . . . . . . XDr. McKinnell. . . . . . . . . . . . . . . . . . X*Dr. Mead . . . . . . . . . . . . . . . . . . . . . X* XDr. Simmons. . . . . . . . . . . . . . . . . . . X*Mr. Steere . . . . . . . . . . . . . . . . . . . . 2005 Meetings. . . . . . . . . . . . . . . . . 13 9 15 2 0

* Chair

(1) Mr. Burt was Chair of the Audit Committee from January 1, 2005 until April 28, 2005. Mr. Howell became Chair of theAudit Committee on April 28, 2005.

16

• establishing policies and procedures forthe engagement of the independentregistered public accounting firm toprovide permitted non-audit servicesand pre-approving the performance ofsuch services;

• receiving and reviewing at least annuallya report by the independent registeredpublic accounting firm describing thefirm’s internal quality-control proceduresand any material issues raised by themost recent Public Company AccountingOversight Board (PCAOB) review, or bycertain inquiries or investigations bygovernmental or professionalauthorities;

• considering, at least annually, theindependence of the independentregistered public accounting firm,including whether the provision by thefirm of permitted non-audit services iscompatible with independence;

• obtaining and reviewing a report fromthe independent registered publicaccounting firm describing allrelationships between the firm and theCompany;

• reviewing with the independentregistered public accounting firm:

— the scope and results of the audit;

— problems or difficulties that theindependent registered publicaccounting firm encountered in thecourse of the audit work andmanagement’s response; and

— any questions, comments orsuggestions the auditor may haverelating to the internal controls andaccounting practices and proceduresof the Company;

• reviewing, at least annually, the scopeand results of the internal audit programand any significant matters contained inreports from the Internal AuditDepartment;

• reviewing with the independentregistered public accounting firm, theCompany’s Internal Audit Departmentand management:

— the adequacy and effectiveness of thesystems of internal controls overfinancial reporting and any significantchanges in those controls;

— accounting practices, and disclosurecontrols and procedures of theCompany and its subsidiaries; and

— current accounting trends anddevelopments;

and taking such action with respect tothese matters as may be deemedappropriate;

• reviewing with management and theindependent registered publicaccounting firm the annual andquarterly financial statements of theCompany, including: any materialchanges in accounting principles orpractices used in preparing the financialstatements; disclosures relating tointernal controls over financialreporting; items required by relevantauditing standards; and the Company’sspecific disclosures under“Management’s Discussion and Analysisof Financial Condition and Results ofOperations” in the Company’s reports onForm 10-K or 10-Q;

• recommending to the Board of Directorswhether the financial statements shouldbe included in the annual report onForm 10-K;

• reviewing earnings press releases, as wellas Company policies with respect toearnings press releases, financialinformation and earnings guidanceprovided to analysts and rating agencies;

• discussing Company policies with respectto risk assessment and risk management,reviewing contingent liabilities and risksthat may be material to the Companyand reviewing major legislative andregulatory developments that couldmaterially impact the Company’scontingent liabilities and risks;

17

• reviewing reports from management,legal counsel and third parties relatingto the status of compliance with laws,regulations, and internal procedures;and the Company’s systems designed topromote Company compliance withlaws, regulations and internalprocedures;

• establishing procedures for theconfidential and anonymous receipt andtreatment of complaints regarding theCompany’s accounting, internal controlsand auditing matters and forsubmissions by Company employees ofconcerns regarding questionableaccounting or auditing matters;

• establishing policies for the hiring ofemployees and former employees of theindependent registered publicaccounting firm;

• obtaining the advice and assistance ofindependent counsel and other advisorsas necessary to fulfill its responsibilities;

• conducting an annual performanceevaluation of the Audit Committee andan evaluation of the adequacy of itscharter; and

• preparing a report each year concerningcompliance with its charter for inclusionin the Company’s annual ProxyStatement.

A copy of the Audit Committee Charter isattached as Annex 2 to this Proxy Statement,and is also available on our Website atwww.pfizer.com, under the “Who We Are—ForInvestors—Corporate Governance—Charters”captions.

Audit Committee Financial Experts

The Board of Directors has determinedthat each of the members of the AuditCommittee—Mr. Howell, Mr. Cornwell and Mr.Burns—is an “audit committee financialexpert” for purposes of the SEC’s rules.

The Board of Directors also has determinedthat each of the members of the AuditCommittee is independent, as defined by therules of the New York Stock Exchange.

The Corporate Governance Committee

The Corporate Governance Committee metnine times in 2005. Under the terms of itsCharter, the Corporate Governance Committeeis responsible for considering and makingrecommendations to the Board concerning theappropriate size, functions and needs of theBoard. This responsibility includes:

• developing and recommending to theBoard the criteria for Boardmembership;

• considering, recommending andrecruiting candidates to fill positions onthe Board;

• reviewing candidates recommended byshareholders;

• conducting the appropriate andnecessary inquiries into the backgroundsand qualifications of possible candidates;and

• recommending Director nominees forapproval by the Board and theshareholders.

The Committee’s additional functions are:

• to consider questions of possibleconflicts of interest of Board membersand of our senior executives;

• to monitor and recommend thefunctions of the various Committees ofthe Board;

• to recommend members of theCommittees;

• to advise on changes in Boardcompensation;

• to make recommendations on thestructure of Board meetings; and

• to recommend matters for considerationby the Board.

The Committee also:

• considers matters of corporategovernance, and reviews, at leastannually, our Corporate GovernancePrinciples;

• considers and reviews, periodically, ourDirector Qualification Standards;

18

• reviews, periodically, our policyregarding the adoption of a ShareholderRights Plan;

• establishes Director retirement policies;

• reviews the functions of the seniorofficers and makes recommendations onchanges;

• reviews annually with the Chairman andCEO the job performance of electedcorporate officers and other seniorexecutives;

• reviews the outside activities of seniorexecutives;

• reviews, periodically, with the Chairmanand CEO the succession plans relating topositions held by elected corporateofficers, and makes recommendations tothe Board with respect to the selectionof individuals to occupy these positions;

• oversees the evaluation of the Boardand its Committees;

• prepares an annual performanceevaluation of the Corporate GovernanceCommittee; and

• maintains an informed status onCompany issues related to corporatesocial responsibility and the Company’sparticipation and visibility as a globalcorporate citizen.

The Committee may, in its sole discretion,engage director search firms and may consultwith outside advisors to assist it in carrying outits duties to the Company. The Committee hasthe sole authority to approve the fees andother retention terms with respect to any suchfirms.

A copy of the Corporate GovernanceCommittee Charter is attached as Annex 3 tothis Proxy Statement, and is also available onour Website at www.pfizer.com, under the“Who We Are—For Investors—CorporateGovernance—Charters” captions.

The Board of Directors has determinedthat each of the members of the CorporateGovernance Committee is independent, asdefined by the rules of the New York StockExchange.

The Compensation Committee

The Compensation Committee met 15times in 2005. Under the terms of its Charter,the Compensation Committee is directlyresponsible for establishing annual and long-term performance goals and objectives for ourelected corporate officers. This responsibilityincludes:

• evaluating the performance of the CEOand other elected officers in light ofapproved performance goals andobjectives;

• setting the compensation of the CEOand other elected officers based uponthe evaluation of the performance ofthe CEO and the other elected officers,respectively;

• making recommendations to the Boardof Directors with respect to new cash-based incentive compensation plans andequity-based compensation plans; and

• preparing an annual performance self-evaluation of the CompensationCommittee.

In addition, the Committee:

• administers the Company’s stock plans;

• determines and certifies the sharesawarded under corporate performance-based plans;

• grants options and awards under theCompany’s stock plans;

• advises on the setting of compensationfor senior executives whosecompensation is not otherwise set by theCommittee;

• monitors compliance by officers with ourprogram of required stock ownership;and

• publishes an annual CompensationCommittee Report on executive officercompensation for the shareholders.

The Committee may, in its sole discretion,employ a compensation consultant that reportsdirectly to the Committee, and has done so, toassist in the evaluation of the compensation ofthe Company’s CEO and other elected officers.

19

The Committee also has the authority, asnecessary and appropriate, to consult withother outside advisors to assist in its duties tothe Company.

A copy of the Compensation CommitteeCharter is attached as Annex 4 to this ProxyStatement, and is also available on our Websiteat www.pfizer.com, under the “Who We Are—For Investors—Corporate Governance—Charters” captions.

The Board of Directors has determinedthat each of the members of the CompensationCommittee is independent, as defined by therules of the New York Stock Exchange.

The Science and Technology Committee

The Science and Technology Committeemet twice in 2005. Generally, each meeting isconducted over a two-day period. Under theterms of its Charter, the Science andTechnology Committee is responsible forperiodically examining management’s directionand investment in the Company’spharmaceutical research and development aswell as in its technology initiatives.

The Committee may meet privately withindependent consultants and is free to speakdirectly and independently with any membersof management in discharging itsresponsibilities.

In addition, the Committee will:

• review, evaluate and report to the Boardof Directors regarding the performanceof the research leaders in achievinglong-term strategic goals and objectivesand the quality and direction of theCompany’s pharmaceutical research anddevelopment programs;

• identify and discuss significant emergingscience and technology issues andtrends;

• determine whether there is sufficientand ongoing external review fromworld-class experts across both researchand development, pertaining to theCompany’s therapeutic areas;

• review the Company’s approaches toacquiring and maintaining a range ofdistinct technology positions (including,but not limited to, contracts, grants,collaborative efforts, alliances andventure capital);

• evaluate the soundness/risks associatedwith the technology in which theCompany is investing its research anddevelopment efforts;

• periodically review the Company’soverall patent strategies; and

• prepare an annual performanceevaluation of the Science andTechnology Committee.

The Executive Committee

The Executive Committee did not meet in2005. The Executive Committee performs theduties and exercises the powers as may bedelegated to it by the Board of Directors fromtime to time.

20

Annual Board/Committee Retainer Fees.Non-employee Directors received an annualcash retainer of $26,000 per year. Non-employee Directors who served on one or moreBoard Committees (other than the ExecutiveCommittee and the Science and TechnologyCommittee) received an additional annual feeof $4,000 per Committee. In addition, the Chairof a Board Committee (other than the ExecutiveCommittee and the Science and TechnologyCommittee) received an additional annual feeof $6,000 per Committee. The LeadIndependent Director received an AnnualRetainer Fee of $25,000, in addition to theDirectors’ annual cash retainer. The annualCommittee membership fee for each memberof the Science and Technology Committee was$8,000. The Chair of that Committee receivedan additional $16,000 per year.

Meeting Fees. Non-employee Directorsalso received a fee of $1,500 for attending each

Board meeting, Committee meeting, theAnnual Meeting of Shareholders, and for eachday of a visit to a plant or office and for anyother business meeting to which theDirector was invited as a representative ofthe Company.

Annual Unit Awards. Under the Pfizer Inc.Nonfunded Deferred Compensation and UnitAward Plan for Non-Employee Directors (theUnit Award Plan), a Non-employee Director isgranted Pfizer stock-equivalent units which arenot payable until the director ceases to be amember of the Board. An initial award of 3,600Pfizer stock-equivalent units was granted toeach Non-employee Director when they joinedthe Board. Thereafter, each Non-employeeDirector was granted an annual award of 3,600units on the day of our Annual Meeting,provided the Director continued to serve as aDirector following the Meeting.

2005 Compensation of Non-Employee Directors

Annual compensation for non-employee Directors for 2005 was comprised of the followingcomponents: cash compensation, consisting of annual retainer, meeting and committee fees; andequity compensation, consisting of Unit Awards and Annual Retainer Unit Awards. Each of thesecomponents is described in more detail below. The total 2005 compensation of our Non-EmployeeDirectors is shown in the following table.

Annual Board Board/ and

Committee Business CommitteeRetainer Meeting Meeting Unit

Director Fees(1) Fees Fees Awards(2) TotalDr. Brown* . . . . . . . . . . . . . . . $50,000 $37,500 $19,500 $122,084 $229,084Mr. Burns . . . . . . . . . . . . . . . . 30,000 21,000 25,500 122,084 198,584Mr. Burt . . . . . . . . . . . . . . . . . . 32,000 22,500 16,500 122,084 193,084Mr. Cornwell . . . . . . . . . . . . . . 30,000 21,000 19,500 122,084 192,584Mr. Gray . . . . . . . . . . . . . . . . . 30,000 21,000 12,000 122,084 185,084Ms. Horner . . . . . . . . . . . . . . . 30,000 27,000 13,500 122,084 192,584Mr. Howell* . . . . . . . . . . . . . . 34,000 19,500 19,500 122,084 195,084Dr. Ikenberry . . . . . . . . . . . . . . 40,250 24,000 19,500 122,084 205,834Mr. Lorch . . . . . . . . . . . . . . . . . 30,000 22,500 22,500 122,084 197,084Dr. Mead* . . . . . . . . . . . . . . . . 39,000 19,500 27,000 122,084 207,584Dr. Simmons* . . . . . . . . . . . . . 36,000 27,000 13,500 122,084 198,584Mr. Steere . . . . . . . . . . . . . . . . 26,000 21,000 — 122,084 169,084

* CHAIR OF COMMITTEE

(1) Includes fees associated with chairing a Board Committee.

(2) The amounts shown include (i) 3600 Units issued under the Annual Unit Award Plan, valued at the closing price ofPfizer common stock ($26.69) on the award date, April 26, 2005 for a total value of $96,084, and (ii) Units equal invalue to $26,000 worth of Pfizer stock on the grant date, April 26, 2005, valued as described below under the heading“Annual Retainer Unit Awards”.

21

On the day of the 2005 Annual Meeting ofShareholders, all of our Non-employeeDirectors who continued as Directors wereawarded 3,600 units under the Unit AwardPlan, with a value at time of grant of $96,084(calculated based on the closing stock price ofPfizer stock ($22.69) on the grant date).

Deferred Compensation. Non-employeeDirectors may defer all or a part of their annualcash retainers and meeting fees under the UnitAward Plan until they cease to be members ofthe Board. At a Director’s election, the feesheld in the Director’s account may be creditedeither with interest at the rate of return of theIntermediate Treasury Index Fund of the PfizerSavings Plan, or with units. The average rate ofreturn of the Intermediate Treasury Index Fundfor 2005 was 1.05%. The numbers of units arecalculated by dividing the amount of thedeferred fee by the closing price of ourcommon stock on the last business day of thefiscal quarter. The number of units in aDirector’s account is increased by the value ofany distributions on the common stock. Whena Director ceases to be a member of the Board,the amount held in the individual’s account ispaid in cash. The amount paid with respect tounits is determined by multiplying the numberof units in the account by the closing price ofour common stock on the last business daybefore the payment date.

Annual Retainer Unit Awards. Under thePfizer Inc. Annual Retainer Unit Award Plan,each year, on the day of our Annual Meeting,every Non-employee Director who continuedto serve as a Director following the Meetingreceived an annual retainer unit award, theequivalent of the value of his or her annualBoard retainer fee in units. The number ofunits awarded to the Non-employee Directorwas based upon the five-day average of theclosing trading price of our common stock onthe New York Stock Exchange for the first fivetrading days after April 1 of each year(rounded up to the nearest unit). On the day ofthe 2005 Annual Meeting of Shareholders, allof our Non-employee Directors who continuedas Directors were awarded 977 units under thisPlan with a value at time of grant of $26,000.

Effective March 1, 2006, no further awardswill be granted under this plan.

Legacy Warner-Lambert EquityCompensation Plans. The former Warner-Lambert Directors receive reinvested dividendson their equity based awards, and one formerWarner-Lambert Director receives interest at arate of prime plus two percent, on deferredcash balances under these Plans.

In certain circumstances, we fund trustsestablished to secure our obligations to makepayments to our non-employee Directors underthe above benefit plans, programs oragreements in advance of the date thatpayment is due.

Director Compensation Changes EffectiveMarch 1, 2006

Effective March 1, 2006, the compensationfor non-employee Directors has been modifiedto eliminate meeting fees and Committeeretainers and consists solely of the following:

• an annual retainer of $75,000; and

• an award of 5,000 Pfizer stock units toeach Director upon joining the Boardand to each Director upon election ateach Annual Meeting of Shareholders.

If a Director attends less than 80% ofBoard and Committee meetings in a year, theDirector’s annual retainer will be pro-rated.

In addition, the Chairs of BoardCommittees and the Lead IndependentDirector will receive annual retainers as follows:

• Chairs of Compensation and CorporateGovernance Committees: $15,000

• Chair of Audit Committee: $20,000

• Lead Independent Director and Chair ofScience & Technology Committee:$25,000.

22

Securities Ownership of Officers and Directors

The table below shows the number of shares of our common stock beneficially owned as ofMarch 1, 2006 by each of our Directors and each Named Executive Officer listed in the SummaryCompensation Table, as well as the number of shares beneficially owned by all of our Directors andExecutive Officers as a group. Together these individuals beneficially own less than one percent (1%)of our common stock. The table also includes information about stock options, stock units, restrictedstock and deferred Performance-Contingent Share Awards credited to the accounts of our Directorsand Executive Officers under various compensation and benefit plans.

There are currently no known beneficial owners of five percent (5%) or more of our commonstock.

Number of Shares or Units_________________________________________________________________________________

Common Stock-Equivalent Options Exercisable Beneficial Owners Stock Units Within 60 daysMichael S. Brown . . . . . . . . . . . . . . . . . 1,200 47,751(1)

M. Anthony Burns . . . . . . . . . . . . . . . . . 21,162 54,552(1)

Robert N. Burt . . . . . . . . . . . . . . . . . . . . 12,200 44,776(1)

W. Don Cornwell . . . . . . . . . . . . . . . . . . 1,000(2) 56,926(1)

William H. Gray III . . . . . . . . . . . . . . . . . 954 70,679(1)

Constance J. Horner . . . . . . . . . . . . . . . 11,884 54,552(1)

William R. Howell . . . . . . . . . . . . . . . . . 6,350 57,813(1)

Stanley O. Ikenberry . . . . . . . . . . . . . . . 49,682(2) 155,754(1)

Karen Katen . . . . . . . . . . . . . . . . . . . . . 995,384(3) 35,301(4) 1,536,784Jeffrey B. Kindler . . . . . . . . . . . . . . . . . . 154,734(3) 7,129(4) 166,667John L. LaMattina . . . . . . . . . . . . . . . . . 481,205(2)(3) 39,788(4) 594,251George A. Lorch . . . . . . . . . . . . . . . . . . 1,750 47,221(1)

Henry A. McKinnell . . . . . . . . . . . . . . . . 2,057,455(3)(5) 86,709(4) 3,600,732Dana G. Mead . . . . . . . . . . . . . . . . . . . . 9,350 59,124(1)

David L. Shedlarz . . . . . . . . . . . . . . . . . 652,278(2)(3) 61,394(4) 1,145,946Ruth J. Simmons . . . . . . . . . . . . . . . . . . 1,200 59,956(1)

William C. Steere, Jr. . . . . . . . . . . . . . . . 1,955,768(2)(3) 135,078(1)(4) 4,386,950All Directors and Executive Officers

as a group (17) . . . . . . . . . . . . . . . . . . 6,413,556 1,074,503 11,431,330

(1) As of March 1, 2006, these units are held under the Pfizer Inc. Nonfunded Deferred Compensation and Unit Award Planfor Non-Employee Directors and the Pfizer Inc. Annual Retainer Unit Award Plan. The value of a Director’s unit account ismeasured by the price of our common stock. The Plans are described in this Proxy Statement under the heading “2005Compensation of Non-Employee Directors.” This number also includes the following number of units resulting from theconversion into Pfizer units of previously deferred Warner-Lambert director compensation under the Warner-LambertCompany 1996 Stock Plan; Mr. Burt, 17,613 units; Mr. Gray, 43,515 units; Mr. Howell, 30,649 units; and Mr. Lorch, 11,453units. That Plan is described in this Proxy Statement under the heading “Long-Term Compensation Plans—Warner-Lambert Company 1996 Stock Plan.”

(2) These shares include the following number of shares held in the names of family members, as to which beneficialownership is disclaimed: Mr. Cornwell, 400 shares; Dr. Ikenberry, 8,300 shares; Dr. LaMattina, 17,396 shares; Mr. Shedlarz,2,098 shares; and Mr. Steere, 14,808 shares.

(3) As of March 1, 2006, this number includes shares credited under the Pfizer Savings Plan and/or deferred Performance-Contingent Share Awards granted under the 2001 Performance-Contingent Share Award Plan or its predecessorProgram. These plans are described in this Proxy Statement under the headings “Long-Term Compensation Plans” and“Pfizer Savings Plan.”

(4) As of March 1, 2006, these units are held under the Supplemental Savings Plan. The value of these units is measured bythe price of our common stock. The Supplemental Savings Plan is described in this Proxy Statement under the heading“Pfizer Savings Plan.” Mr. Steere holds units under the Supplemental Savings Plan and units as described in footnote 1.

(5) As of March 1, 2006, this includes the following number of shares held in a Grantor Retained Annuity Trust: Dr.McKinnell, 172,462 shares.

23

Section 16(a) Beneficial Ownership ReportingCompliance

Section 16(a) of the Securities ExchangeAct of 1934 requires our Directors and certainof our officers to file reports of holdings andtransactions in Pfizer shares with the SEC andthe New York Stock Exchange. Based on ourrecords and other information, we believe thatin 2005 our Directors and our officers who aresubject to Section 16 met all applicable filingrequirements, except as described below:

• Upon becoming subject to Section 16 inMarch 2005, Alan G. Levin, our SeniorVice President and Chief FinancialOfficer, filed a Form 3 with the Securitiesand Exchange Commission on a timelybasis that inadvertently failed to include12,240 shares held in a brokerageaccount. Promptly after discovering theomission, Mr. Levin filed an amendmentto the Form 3 reporting the ownershipof those shares.

• Upon becoming subject to Section 16 inMarch 2005, Joseph M. Feczko, our VicePresident and Chief Medical Officer, fileda Form 3 with the Securities andExchange Commission on a timely basis.Due to an inadvertent administrativeerror by the Company, the Form 3 failedto include 43,920 shares that had beenearned by Dr. Feczko under theCompany’s Performance-ContingentShare Award Plan shortly before theForm 3 was filed. Promptly after beinginformed of the omission, Dr. Feczkofiled an amendment to the Form 3reporting the ownership of those shares.

Related Party Transactions

In connection with his retirement, weentered into a consulting agreement with Mr.Steere, a member of our Board of Directors.The agreement provides that Mr. Steere willserve as Chairman Emeritus of the Companyand, when and as requested by the ChiefExecutive Officer, will provide consultingservices and advice to the Company andparticipate in various external activities and

events for the benefit of the Company. Theterm of the agreement, which began on July 1,2001 after Mr. Steere ceased his employmentwith the Company, is for five years, andautomatically extends for successive five-yearterms unless Mr. Steere or the Companyterminates the agreement at the end of itsthen-current term. Mr. Steere may provide upto 30 days per year to the Company, subject tohis reasonable availability, for his consultingservices or his participation as a Companyrepresentative in external activities and events.He must obtain the approval of the Board ofDirectors before providing any consultingservices, advice or service of any kind to anyother company or organization that competeswith us. For his services and commitments, theCompany pays Mr. Steere (i) an annual retainerof $50,000 for his consulting services (subject tohis ability to continue to provide thecontemplated services), and (ii) an additionalfee of $5,000 for each day in excess of 30 daysper year that he renders services as describedabove. We also reimburse him for reasonableexpenses that he incurs in providing theseservices for us.

In addition, under the terms of theagreement, we provide him lifetime access toCompany facilities and services comparable tothose that were made available to him by theCompany prior to his retirement. These includethe use of an office and access to the secretarialservices of an administrative assistant; access tofinancial planning services; and the use of a carand driver and of Company aircraft. Mr. Steerehas chosen to personally pay for his financialplanning services and voluntarily reimbursesthe Company for all personal use of Company-provided transportation.

We paid Mr. Steere $50,000 in 2005 underthe terms of this consulting agreement.

Legal Proceedings

Beginning in late 2004, actions, includingpurported class and shareholder derivativeactions, have been filed in various federal andstate courts against Pfizer, all current Non-employee Directors, all Named ExecutiveOfficers listed in the Summary Compensation

Section 16(a) Beneficial Ownership Reporting Compliance, Related PartyTransactions and Legal Proceedings

24

Table, certain other current and former officersand employees and certain former Directors ofPfizer. These actions include: (i) purportedclass actions alleging that Pfizer and certainofficers of Pfizer violated federal securities lawsby misrepresenting the safety of certainarthritis medicines; (ii) purported shareholderderivative actions alleging that certain ofPfizer’s current and former officers andDirectors breached fiduciary duties by causingPfizer to misrepresent the safety of thosearthritis medicines; and (iii) purported classactions filed by persons who claim to beparticipants in the Pfizer Savings Plan allegingthat Pfizer and certain officers, Directors andemployees of the Company violated certainprovisions of the Employee Retirement IncomeSecurity Act of 1974 (ERISA) by selecting andmaintaining Pfizer stock as an investment

alternative when it allegedly no longer was asuitable or prudent investment option. In June2005, the federal securities, fiduciary duty andERISA actions were transferred for consolidatedpre-trial proceedings to a Multi-DistrictLitigation (In re Pfizer Inc. Securities, Derivativeand “ERISA” Litigation MDL-1688) in the U.S.District Court for the Southern District of NewYork. Pursuant to the indemnification provisioncontained in our By-laws, the Company ispaying the expenses (including attorneys’ fees)incurred by these current and former officers,Directors and employees in defending theseactions. Each of these individuals has providedan undertaking to repay all amounts advancedif it is ultimately determined that he or she isnot entitled to be indemnified.

25

PROPOSALS REQUIRING YOUR VOTE

ITEM 1—Election of Directors

Our Board of Directors currently hasthirteen members. Each of these Boardmembers is standing for re-election, to holdoffice until the next Annual Meeting ofShareholders. A plurality of votes cast isrequired for the election of Directors.

However, under our Corporate GovernancePrinciples, in an uncontested election, anynominee for Director who receives a greaternumber of votes “withheld” from his or herelection than votes “for” such election (a“Majority Withheld Vote”) is required totender his or her resignation followingcertification of the shareholder vote.

The Corporate Governance Committeeshall promptly consider the resignation offerand a range of possible responses based on thecircumstances that led to the Majority WithheldVote, if known, and make a recommendationto the Board. The Board will act on theCorporate Governance Committee’srecommendation within 90 days followingcertification of the shareholder vote.

Thereafter, the board will promptlydisclose its decision-making process anddecision regarding whether to accept theDirector’s resignation offer (or the reason(s)for rejecting the resignation offer, ifapplicable) in a Form 8-K furnished to theSecurities and Exchange Commission.

Any Director who tenders his or herresignation pursuant to this provision shall notparticipate in the Corporate GovernanceCommittee recommendation or Board actionregarding whether to accept the resignationoffer.

However, if each member of the CorporateGovernance Committee received a MajorityWithheld Vote at the same election, then theindependent Directors who did not receive aMajority Withheld Vote will appoint acommittee amongst themselves to consider theresignation offers and recommend to theBoard whether to accept them. However, if theonly Directors who did not receive a MajorityWithheld Vote in the same election constitutethree or fewer Directors, all Directors mayparticipate in the action regarding whether toaccept the resignation offers.

Each nominee elected as a Director willcontinue in office until his or her successor hasbeen elected and qualified, or until his or herearlier death, resignation or retirement.

We expect each nominee for election as aDirector to be able to serve if elected. If anynominee is not able to serve, proxies will bevoted in favor of the remainder of thosenominated and may be voted for substitutenominees, unless the Board chooses to reducethe number of Directors serving on the Board.

The principal occupation and certain otherinformation about the nominees is set forth onthe following pages.

The Proxy Committee appointed by theBoard of Directors intends to vote the proxy (ifyou are a shareholder of record) for theelection of each of these nominees, unless youindicate on the proxy card that your voteshould be withheld from any or all of thenominees.

The Board of Directors unanimouslyrecommends a vote FOR the election of thesenominees as Directors.

26

NOMINEES FOR DIRECTORS

Name and Age as of the April 27, 2006 Annual Meeting Position, Principal Occupation, Business Experience and Directorships______________________ ________________________________________________

Michael S. Brown . . . . . . .65 Distinguished Chair in Biomedical Sciences from 1989 andRegental Professor from 1985 at the University of TexasSouthwestern Medical Center at Dallas. Co-recipient of the NobelPrize in Physiology or Medicine in 1985 and the National Medalof Science in 1988. Member of the National Academy of Sciencesand the Institute of Medicine. Director of RegeneronPharmaceuticals, Inc. Our Director since 1996. Chair of ourScience and Technology Committee and member of ourCorporate Governance Committee.

M. Anthony Burns . . . . . . .63 Chairman Emeritus since May 2002, Chairman of the Board fromMay 1985 to May 2002, Chief Executive Officer from January 1983to November 2000, and President from December 1979 to June1999 of Ryder System, Inc., a provider of transportation andlogistics services. Director of The Black & Decker Corporation andJ. C. Penney Company, Inc. Life Trustee of the University of Miami.Our Director since 1988. Member of our Audit Committee and ourExecutive Committee.

Robert N. Burt . . . . . . . . . .68 Retired Chairman and Chief Executive Officer of FMC Corporation,a company that manufactures chemicals, and FMC Technologies,Inc., a company that manufactures machinery. Mr. Burt wasChairman of the Board of FMC Corporation from 1991 toDecember 2001, its Chief Executive Officer from 1991 to August2001 and a member of its Board of Directors from 1989 to April2002. Chairman of the Board of FMC Technologies, Inc., from June2001 to December 2001 and its Chief Executive Officer from June2001 to August 2001. Director of Phelps Dodge Corporation, LifeTrustee of the Rehabilitation Institute of Chicago and Director ofthe Chicago Public Education Fund. Our Director since June 2000.Member of our Compensation Committee.

W. Don Cornwell . . . . . . . .58 Chairman of the Board and Chief Executive Officer since 1988 ofGranite Broadcasting Corporation, a group broadcastingcompany. Director of Avon Products, Inc. and CVS Corporation.(Mr. Cornwell has announced his intention to step down from theboard of one public company before the end of 2006.) Also aDirector of the Wallace Foundation and the TelecommunicationsDevelopment Fund. Trustee of Big Brothers/Sisters of New York.Our Director since February 1997. Member of our AuditCommittee.

27

William H. Gray III . . . . . . .64 Chairman of the Amani Group, a government affairs firm, sinceAugust 2004. Senior Advisor on Public Policy and BusinessDiversity at the law firm of Buchanan Ingersoll PC since June 2005.Pastor Emeritus of the Bright Hope Baptist Church in Philadelphiasince June 2005. President and Chief Executive Officer of TheCollege Fund/UNCF (Educational Assistance) from September 1991to March 2004. Mr. Gray served as a Congressman from theSecond District of Pennsylvania from 1979 to 1991, and at varioustimes during his tenure, served as Budget Committee Chair andHouse Majority Whip. Director of Dell Inc., J. P. Morgan Chase &Co., Prudential Financial, Inc. and Visteon Corporation. OurDirector since June 2000. Member of our Corporate GovernanceCommittee.

Constance J. Horner . . . . .64 Guest Scholar from 1993 until 2005 at The Brookings Institution,an organization devoted to nonpartisan research, education andpublication in economics, government, foreign policy and thesocial sciences. Commissioner of the U.S. Commission on CivilRights from 1993 to 1998. Served at the White House as Assistantto President George H. W. Bush and as Director of PresidentialPersonnel from August 1991 to January 1993. Deputy Secretary,U.S. Department of Health and Human Services from 1989 to1991. Director of the U.S. Office of Personnel Management from1985 to 1989. Director of Ingersoll-Rand Company Limited andPrudential Financial, Inc.; Fellow, National Academy of PublicAdministration; Trustee, Annie E. Casey Foundation; Member ofthe Board of Trustees of the Prudential Foundation. Our Directorsince 1993. Member of our Corporate Governance Committee andour Executive Committee.

William R. Howell . . . . . . .70 Chairman Emeritus of J. C. Penney Company, Inc., a major retailer,since 1997. Chairman of the Board and Chief Executive Officer ofJ. C. Penney Company, Inc. from 1983 to 1997. Director ofAmerican Electric Power Company, ExxonMobil Corporation,Halliburton Company and The Williams Companies, Inc. He is alsoa Director of Deutsche Bank Trust Corporation and Deutsche BankTrust Company Americas, the non-public wholly ownedsubsidiaries of Deutsche Bank A.G. Our Director since June 2000.Chair of our Audit Committee.

NOMINEES FOR DIRECTORS

Name and Age as of the April 27, 2006 Annual Meeting Position, Principal Occupation, Business Experience and Directorships______________________ ________________________________________________

28

Stanley O. Ikenberry . . . . .71 President Emeritus, Regent Professor, Department of EducationalOrganization and Leadership, University of Illinois, sinceSeptember 2001. President, from November 1996 to June 2001, ofthe American Council on Education, an independent nonprofitassociation dedicated to ensuring high-quality education atcolleges and universities throughout the United States. President,from 1979 through July 1995, of the University of Illinois. Directorof Aquila, Inc. President, Board of Overseers of Teachers’Insurance & Annuity Association – College Retirement EquitiesFund (TIAA-CREF). Our Director since 1982. Our Lead IndependentDirector since October 1, 2005. Member of our CompensationCommittee, Science and Technology Committee and our ExecutiveCommittee.

George A. Lorch . . . . . . . . .64 Chairman Emeritus of Armstrong Holdings, Inc., a global companythat manufactures flooring and ceiling materials, since August2000. Chairman and Chief Executive Officer of ArmstrongHoldings, Inc. from May 2000 to August 2000, and its Presidentand Chief Executive Officer from September 1993 to May 1994.Chairman of Armstrong World Industries, Inc. from May 1994 toMay 2000, its President and Chief Executive Officer fromSeptember 1993 to May 2000, and a Director from 1988 toNovember 2000. Director of Autoliv, Inc. and The WilliamsCompanies, Inc. He is also a Director of HSBC Finance Co. andHSBC North America Holding Company, the non-public, whollyowned subsidiaries of HSBC LLC. Our Director since June 2000.Member of our Compensation Committee.

Henry A. McKinnell . . . . . .63 Chairman of our Board since May 2001. Our Chief ExecutiveOfficer since January 2001. Our President from May 1999 to May2001, and President, Pfizer Pharmaceuticals Group, the principaloperating division of the Company, from January 1997 to April2001. Chief Operating Officer from May 1999 to December 2000and Executive Vice President from 1992 to 1999. Director ofExxonMobil Corporation and Moody’s Corporation. Chairman ofthe Business Roundtable. Trustee of the New York City PublicLibrary and the New York City Police Foundation. Our Directorsince June 1997. Chair of our Board’s Executive Committee and amember of the Pfizer Executive Committee.

NOMINEES FOR DIRECTORS

Name and Age as of the April 27, 2006 Annual Meeting Position, Principal Occupation, Business Experience and Directorships______________________ ________________________________________________

29

Dana G. Mead . . . . . . . . . .70 Chairman of Massachusetts Institute of Technology Corporationsince July 1, 2003. Chairman and Chief Executive Officer ofTenneco, Inc. from 1994 until his retirement in 1999. Chairman oftwo of the successor companies of the Tenneco conglomerate,Tenneco Automotive Inc. and Pactiv Corporation, globalmanufacturing companies with operations in automotive partsand packaging, from November 1999 to March 2000. Director ofZurich Financial Services. Chairman of the Board of the Ron BrownAward for Corporate Leadership and a Lifetime Trustee of theAssociation of Graduates, U.S. Military Academy, West Point.Former Chairman of the Business Roundtable and of the NationalAssociation of Manufacturers. Our Director since January 1998.Chair of our Compensation Committee and a member of ourScience and Technology Committee.

Ruth J. Simmons . . . . . . . .60 President of Brown University since July 1, 2001. President, from1995 to 2001, of Smith College. Vice Provost of PrincetonUniversity from 1992 to 1995. Director of The Goldman SachsGroup, Inc. and Texas Instruments Incorporated. Member of theNational Academy of Arts and Sciences, the AmericanPhilosophical Society, the Council on Foreign Relations and theSecretary’s Advisory Committee on Leadership and Managementof the U.S. Department of State. Member of the Board, Alliancefor Lupus Research. Chair, Visiting Committee, Bennett College.Our Director since January 1997. Chair of our CorporateGovernance Committee.

William C. Steere, Jr. . . . . .69 Chairman Emeritus of Pfizer Inc. since July 2001. Chairman of ourBoard from 1992 to April 2001 and our Chief Executive Officerfrom February 1991 to December 2000. Director of Dow Jones &Company, Inc., MetLife, Inc. and Health Management Associates,Inc. Director of the New York University Medical Center and theNew York Botanical Garden. Member of the Board of Overseers ofMemorial Sloan-Kettering Cancer Center. Our Director since 1987.

NOMINEES FOR DIRECTORS

Name and Age as of the April 27, 2006 Annual Meeting Position, Principal Occupation, Business Experience and Directorships______________________ ________________________________________________

30

NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Name and Age as of the April 27, 2006 Annual Meeting Position, Principal Occupation, Business Experience and Directorships______________________ ________________________________________________

Karen Katen . . . . . . . . . . . .57 Our Vice Chairman and President – Pfizer Human Health, sinceMarch 2005. Executive Vice President and President of PfizerGlobal Pharmaceuticals, the Company’s worldwidepharmaceutical organization, from April 2001 to March 2005.President of our U.S. Pharmaceuticals Group from June 1995 toJuly 2002. Senior Vice President of the Company from May 1999to April 2001. She is a Director of General Motors Corporation andHarris Corporation. Ms. Katen, a member of the Pfizer ExecutiveCommittee, joined us in 1974.

David L. Shedlarz . . . . . . . .58 Our Vice Chairman since March 2005. Executive Vice Presidentfrom May 1999 to March 2005 and our Chief Financial Officerfrom June 1995 to March 2005. Mr. Shedlarz was appointed aSenior Vice President in January 1997 with additional worldwideresponsibility for our former Medical Technology Group. He is aDirector of Pitney Bowes Inc., Trustee of the InternationalAccounting Standards Committee Foundation and a member ofthe J. P. Morgan Chase & Co. National Advisory Board and theStanding Advisory Group of the Public Company AccountingOversight Board. He also serves as Director of the Board ofOverseers, Leonard N. Stern School of Business, New YorkUniversity; as a Director of the National Multiple Sclerosis Societyand as a Director of Junior Achievement of New York. Mr.Shedlarz, a member of the Pfizer Executive Committee, joined usin 1976.

Jeffrey B. Kindler . . . . . . . .50 Our Vice Chairman and General Counsel since March 2005.Executive Vice President and General Counsel from April 2004 toMarch 2005, and Senior Vice President and General Counsel fromJanuary 2002 to April 2004. Prior to joining Pfizer, Mr. Kindlerserved as Chairman of Boston Market Corporation, a food servicecompany owned by McDonald’s Corporation, from 2000 to 2001,and President of Partner Brands, also owned by McDonald’s,during 2001. He was Executive Vice President, Corporate Relationsand General Counsel of McDonald’s Corporation from 1997 to2001, and from 1996 to 1997 served as that company’s Senior VicePresident and General Counsel. Mr. Kindler is a member of thePfizer Executive Committee.

John L. LaMattina . . . . . . .56 Our Senior Vice President; President, Pfizer Global Research andDevelopment since October 2003. Dr. LaMattina has held variouspositions of increasing responsibility in research anddevelopment. He was elected Vice President of Pfizer Inc.;Executive Vice President – Pfizer Global Research andDevelopment; President – Worldwide Research and TechnologyAlliances in May 2002. He was elected Vice President of Pfizer Inc.;Executive Vice President – Pfizer Global Research andDevelopment; President – Worldwide Research in April 2001. Hewas elected Senior Vice President of Worldwide Development in1999. He is a Director of Thermo Electron Corporation. Dr.LaMattina, a member of the Pfizer Human Health LeadershipTeam, joined us in 1977.

31

The Board of Directors, upon therecommendation of its Audit Committee, hasratified the selection of KPMG LLP to serve asour independent registered public accountingfirm for 2006, subject to ratification by ourshareholders.

Representatives of KPMG LLP will bepresent at the Annual Meeting to answerquestions. They also will have the opportunityto make a statement if they desire to do so.

We are asking our shareholders to ratifythe selection of KPMG LLP as our independentregistered public accounting firm. Althoughratification is not required by our By-laws orotherwise, the Board is submitting the selectionof KPMG LLP to our shareholders forratification because we value our shareholders’views on the Company’s independentregistered public accounting firm and as amatter of good corporate practice. In the eventthat our shareholders fail to ratify theselection, it will be considered as a direction tothe Board of Directors and the AuditCommittee to consider the selection of adifferent firm. Even if the selection is ratified,the Audit Committee in its discretion mayselect a different independent registered publicaccounting firm, subject to ratification by theBoard, at any time during the year if itdetermines that such a change would be in thebest interests of the Company and ourshareholders.

Your Board of Directors unanimouslyrecommends a vote FOR the ratification ofKPMG LLP as our independent registeredpublic accounting firm for 2006.

Audit and Non-Audit Fees

The following table presents fees forprofessional audit services rendered by KPMGLLP for the audit of the Company’s annualfinancial statements for the years endedDecember 31, 2005, and December 31, 2004,and fees billed for other services rendered byKPMG LLP during those periods.

2005 2004______________________ ______________________

Audit fees:1 $23,328,000 $25,493,000

Audit-relatedfees:2 1,005,000 2,827,000

Tax fees:3 5,952,000 10,950,000

All other fees:4 0 0___________ ___________

Total $30,285,000 $39,270,000___________ ______________________ ___________

(1) Audit fees were principally for audit work performedon the consolidated financial statements and internalcontrol over financial reporting, as well as workgenerally only the independent registered publicaccounting firm can reasonably be expected to provide,such as statutory audits.

(2) Audit-related fees were principally for the audits ofemployee benefit plans in 2005. In 2004 these fees wereprincipally for documentation assistance procedures tomeet the requirements of the Sarbanes-Oxley Act of2002 and also included fees for the audits of employeebenefit plans.

(3) Tax fees were for services related to tax compliance,reporting and assistance with matters related to themerging of various Pharmacia corporate entities withPfizer in 2005 and 2004.

(4) The Company generally does not engage KPMG LLP for“other” services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered PublicAccounting Firm

Consistent with SEC policies regardingauditor independence, the Audit Committeehas responsibility for appointing, settingcompensation and overseeing the work of theindependent registered public accounting firm.In recognition of this responsibility, the AuditCommittee has established a policy to pre-approve all audit and permissible non-auditservices provided by the independentregistered public accounting firm.

Prior to engagement of the independentregistered public accounting firm for the nextyear’s audit, management will submit a list ofservices and related fees expected to berendered during that year within each of fourcategories of services to the Audit Committeefor approval.

1. Audit services include audit workperformed on the financial statementsand internal control over financial

ITEM 2—Ratification of Independent Registered Public Accounting Firm

32

reporting, as well as work that generallyonly the independent registered publicaccounting firm can reasonably beexpected to provide, including comfortletters, statutory audits, and discussionssurrounding the proper application offinancial accounting and/or reportingstandards.

2. Audit-Related services are for assuranceand related services that aretraditionally performed by theindependent registered publicaccounting firm, including due diligencerelated to mergers and acquisitions,employee benefit plan audits, andspecial procedures required to meetcertain regulatory requirements.

3. Tax services include all services, exceptthose services specifically related to theaudit of the financial statements,performed by the independentregistered public accounting firm’s taxpersonnel, including tax analysis;assisting with coordination of executionof tax-related activities, primarily in thearea of corporate development;supporting other tax-related regulatoryrequirements; and tax compliance andreporting.

4. All Other services are those services notcaptured in the audit, audit-related ortax categories. The Company generallydoes not request such services from theindependent registered publicaccounting firm.

Prior to engagement, the Audit Committeepre-approves independent public accountingfirm services within each category and the feesfor each category are budgeted. The AuditCommittee requires the independentregistered public accounting firm andmanagement to report actual fees versus thebudget periodically throughout the year bycategory of service. During the year,circumstances may arise when it may becomenecessary to engage the independentregistered public accounting firm for additionalservices not contemplated in the original pre-approval categories. In those instances, theAudit Committee requires specific pre-approvalbefore engaging the independent registered

public accounting firm.

The Audit Committee may delegate pre-approval authority to one or more of itsmembers. The member to whom such authorityis delegated must report, for informationalpurposes only, any pre-approval decisions tothe Audit Committee at its next scheduledmeeting.

Audit Committee Report

The Audit Committee reviews theCompany’s financial reporting process onbehalf of the Board of Directors. Managementhas the primary responsibility for the financialstatements and the reporting process, includingthe system of internal controls.

In this context, the Committee has met andheld discussions with management and theindependent registered public accounting firmregarding the fair and complete presentationof the Company’s results and the assessment ofthe Company’s internal control over financialreporting. The Committee has discussedsignificant accounting policies applied by theCompany in its financial statements, as well asalternative treatments. Managementrepresented to the Committee that theCompany’s consolidated financial statementswere prepared in accordance with accountingprinciples generally accepted in the UnitedStates of America, and the Committee hasreviewed and discussed the consolidatedfinancial statements with management and theindependent registered public accounting firm.The Committee discussed with the independentregistered public accounting firm mattersrequired to be discussed by Statement onAuditing Standards No. 61 (Communicationwith Audit Committees).

In addition, the Committee reviewed anddiscussed with the independent registeredpublic accounting firm the auditor’sindependence from the Company and itsmanagement. As part of that review, theCommittee received the written disclosures andletter required by the Independence StandardsBoard Standard No. 1 (IndependenceDiscussions with Audit Committees) and by allrelevant professional and regulatory standardsrelating to KPMG’s independence from theCompany. The Committee also has considered

33

whether the independent registered publicaccounting firm’s provision of non-auditservices to the Company is compatible with theauditor’s independence. The Committee hasconcluded that the independent registeredpublic accounting firm is independent from theCompany and its management.

The Committee reviewed and discussedCompany policies with respect to riskassessment and risk management.

The Committee discussed with theCompany’s internal auditor and independentregistered public accounting firm the overallscope and plans for their respective audits. TheCommittee meets with the internal auditor andindependent registered public accounting firm,with and without management present, todiscuss the results of their examinations, theevaluations of the Company’s internal controls,and the overall quality of the Company’sfinancial reporting.

In reliance on the reviews and discussionsreferred to above, the Committeerecommended to the Board of Directors, and

the Board has approved, that the auditedfinancial statements be included in theCompany’s Annual Report on Form 10-K for theyear ended December 31, 2005, for filing withthe Securities and Exchange Commission. TheCommittee has selected, and the Board ofDirectors has ratified, subject to shareholderratification, the selection of the Company’sindependent registered public accounting firm.

The Audit Committee:

Mr. Howell (Chair)Mr. Cornwell Mr. Burns

The Audit Committee Report does notconstitute soliciting material, and shall not bedeemed to be filed or incorporated byreference into any other Company filing underthe Securities Act of 1933, as amended, or theSecurities Exchange Act of 1934, as amended,except to the extent that the Companyspecifically incorporates the Audit CommitteeReport by reference therein.

34

The Board of Directors has consideredcarefully the advantages and disadvantages ofthe supermajority vote requirements and the“fair price” provision (explained below) in ourRestated Certificate of Incorporation. After thisreview, the Board of Directors determined thatit is appropriate to propose an amendment tothe Restated Certificate of Incorporation thatwould eliminate these provisions. Thisdetermination by the Board furthers its goal ofincreasing its accountability to Shareholders.

Some supermajority vote provisions, suchas the “fair price” provision in the RestatedCertificate of Incorporation, are intended toencourage a person making an unsolicited bidfor a company to negotiate with the Board ofDirectors to reach terms that are fair and in thebest interests of Shareholders. Other provisions,such as those in our Restated Certificate ofIncorporation that require a supermajority voteto amend certain provisions of the RestatedCertificate of Incorporation, can be viewed asfacilitating corporate governance stability byrequiring broad stockholder consensus to effectchanges. However, many investors and othersview these provisions as inconsistent withprinciples of good corporate governance.Although these measures can be beneficial, theBoard recognizes that the requirement of asupermajority vote can limit the ability of amajority of the Shareholders at any particulartime to effect change by essentially providing aveto to a large minority shareholder or groupof shareholders. In addition, a lower thresholdfor shareholder votes can increaseshareholders’ ability to participate effectively incorporate governance.

To effect these changes, our Board ofDirectors is recommending that theShareholders approve certain amendments toArticle Seventh, and the deletion of ArticleEighth, of Pfizer’s Restated Certificate ofIncorporation. These provisions and theproposed amendments are described below.

Supermajority Vote Requirements

Article SEVENTH of our RestatedCertificate of Incorporation requires theaffirmative vote of at least 80% of ouroutstanding voting stock to amend, alter orrepeal certain provisions of our Restated

Certificate of Incorporation. The proposedamendments would remove the 80%supermajority vote requirement currently inplace to approve, alter, amend or repeal theprovisions of the Restated Certificate ofIncorporation relating to:

• The authorized number of directors ofthe Corporation;

• The authority of a majority of the Boardof Directors to fill newly createddirectorships resulting from increases inthe authorized number of directors orvacancies in the Board of Directors;

• The number of directors necessary toconstitute a quorum;

• The power of the Board of Directors toadopt, amend or repeal the By-laws ofthe Corporation;

• The role of the Board of Directors todirect management of the Company;

• The ability of shareholders to amend orrepeal any of the foregoing provisions;and

• The limitation of directors’ liability underDelaware law.

If such amendment is approved by theShareholders, the principal effect will be thatthose provisions may be amended, altered orrepealed upon approval of the Board ofDirectors and the vote of the holders of amajority of Pfizer’s outstanding stock entitledto vote on such amendment.

Fair Price Provision

Article EIGHTH of our Restated Certificateof Incorporation, which is sometimes referredto as a “fair price” provision, requires theaffirmative vote of the holders of at least 80%of the outstanding voting stock to approvecertain transactions involving any person orgroup that beneficially owns at least 10% ofour outstanding voting stock (a “RelatedPerson”). Under the proposed amendments,this Article would be deleted in its entirety. Thecurrent supermajority requirements of ArticleEIGHTH apply to the following transactionsbetween a Related Person and Pfizer:

ITEM 3—Management Proposal to Amend the Company’s Restated Certificate of Incorporation to Eliminate the Supermajority

Vote Requirements and Fair Price Provision

35

• A merger or consolidation;

• A sale, lease, exchange or otherdisposition of all or any substantial partof Pfizer’s assets or any of its majorityowned subsidiaries;

• Certain issuances to a Related Person ofour stock or securities convertible into orexchangeable for our stock or stock ofone of our majority-owned subsidiaries;or

• A voluntary dissolution or liquidation.

This voting requirement does not apply to(a) transactions approved by the Board ofDirectors and the majority of the ContinuingDirectors (directors who were directors prior tothe time the Related Person became a RelatedPerson, and directors recommended forelection by such directors) and (b) in the case ofany action or transaction pursuant to whichshareholders will receive cash, property,securities or other consideration, the cash ormarket value of the property, securities orother consideration to be received by theshareholders is deemed to be “fair” (the cashor market value must be not less than thehigher of (x) the highest price per share paid bythe Related Person in acquiring any of itsholdings of Pfizer stock, or (y) the highestclosing sale price on any day either since theRelated Person acquired its first share of capitalstock of Pfizer which it continues to own orcontrol or during the five years preceding thedate of consideration of the action ortransaction by the Pfizer’s Board of Directors,whichever period is shorter). ARTICLE EIGHTHalso includes: restrictions on certain otheractions by Related Persons; certain technicalprovisions; and a requirement that ArticleEIGHTH can only be amended, altered orrepealed with the affirmative vote of theholders of at least 80% of all of the thenoutstanding shares of voting stock, votingtogether as a single class.

The repeal of Article EIGHTH will have twoprincipal effects on stockholder voting: First,those transactions covered by Article EIGHTHthat would otherwise require a stockholdervote under the Delaware General CorporationLaw would require the vote of the holders of amajority of our outstanding stock, rather thanan 80% supermajority vote. Second, since thesupermajority vote requirement will no longerapply, the Board of Directors will be able toeffect, without obtaining stockholder approval,those transactions covered by Article EIGHTH

that do not otherwise require stockholderapproval under Delaware law.

Pfizer will continue to be subject to Section203 of the Delaware General Corporation Lawwithout regard to whether the proposedamendments are approved. Section 203provides, in general, that a transactionconstituting a “business combination” withinthe meaning of Section 203 involving a personowning 15% or more of our voting stock(referred to as an “interested stockholder”),cannot be completed for a period of threeyears after the date the person became aninterested stockholder unless (1) the Board ofDirectors approved either the businesscombination or the transaction that resulted inthe person becoming an interested stockholderprior to such business combination ortransaction, (2) upon consummation of thetransaction that resulted in the personbecoming an interested stockholder, thatperson owned at least 85% of our outstandingvoting stock (excluding shares owned bypersons who are directors and also officers ofPfizer and shares owned by certain Pfizeremployee benefit plans), or (3) the businesscombination was approved by the Board ofDirectors and by the affirmative vote of at least662⁄3% of our outstanding voting stock notowned by the interested stockholder.

The Board of Directors has adoptedresolutions approving and declaring theadvisability of amendments to our RestatedCertificate of Incorporation to eliminate thesesupermajority vote requirements and the “fairprice” provision. The proposed amendments tothe Restated Certificate of Incorporation areset forth in Annex 7, with deletions indicatedby strikeout and additions indicated byunderline.

The affirmative vote of at least 80% of alloutstanding shares of Common Stock isrequired for approval of this proposal. Anabstention on this proposal is not anaffirmative vote and therefore will have thesame effect as a vote against this proposal.Therefore, it is important that you vote yourshares either in person at the Meeting or by proxy.

The Board of Directors unanimouslyrecommends a vote FOR the proposal toamend the Restated Certificate ofIncorporation to eliminate all supermajorityvote requirements and the “fair price”provision.

36

Resolved: “That the stockholders of Pfizerrecommend that the Board take the necessarysteps so that future outside directors shall notserve for more than six years.”

Reasons: “The President of the U.S.A. has aterm limit, so do Governors of many states.”

“Newer directors may bring in fresh outlooksand different approaches with benefits to allshareholders.”

“No director should be able to feel that his orher directorship is until retirement.”

“Last year the owners of 369,835,214 shares,representing approximately 7.9% of sharesvoting, voted for this proposal.”

“If you AGREE, please mark your proxy FOR thisresolution.”

YOUR COMPANY’S RESPONSE

We believe that arbitrary six-year terms formembers of Pfizer’s Board of Directors is not inthe best interests of the Company and itsshareholders. The process that brings a newmedicine from initial discovery to approval forpatients is among the most complex, lengthyand investment-intensive research processes inindustry. Setting an arbitrary limit on the termsof Directors could result in the prematuredeparture of Directors who have acquiredextensive knowledge of our industry andCompany. Rather than deprive the Companyand the Board of the service of highly valuedDirectors by imposing fixed-term limits, ourBoard follows practices designed to ensure thatdirectors are well qualified and well evaluatedin their performance. In addition, everymember of the Board of Directors stands forelection by the shareholders every year. Beloware our practices for Director Qualification andelection, as stated in our Restated Certificate of

Incorporation and in our CorporateGovernance Principles.

Annual Election of Directors

All Directors are elected on an annualbasis, following a formal nomination by theCorporate Governance Committee of theBoard. This Committee, which is comprisedsolely of independent directors, annuallyconsiders the merits of all candidates and theirindividual contributions to the Board prior tomaking these nominations.

Majority Voting

In June 2005, the Board adopted aninnovative amendment to the Company’sCorporate Governance Principles that requiresany Director receiving a greater number of “Withheld” votes than “For” votes to tenderhis or her resignation to the CorporateGovernance Committee. A full description ofthe policy on Voting for Directors is found inthis Proxy Statement under the caption“Election of Directors” and in our CorporateGovernance Principles under “Voting forDirectors.”

Annual Board Self Evaluation

The Board prepares an annual self-evaluation, and this process is also an importantfactor in determining continuing service.

Change in Director Occupation

When a Director’s principal occupation orbusiness association changes substantiallyduring his or her tenure as a Director, thatDirector must tender his or her resignation forconsideration by the Corporate GovernanceCommittee, which recommends to the fullBoard the action, if any, to be taken withrespect to the resignation.

SHAREHOLDER PROPOSALS

We expect the following proposals (Items 4 through 10 on the proxy card) to be presented byshareholders at the Annual Meeting. Some of the proposals contain assertions about Pfizer that webelieve are incorrect. We have not attempted to refute all these inaccuracies. However, the Board ofDirectors has recommended a vote against these proposals for broader policy reasons as set forthfollowing each proposal. Names, addresses and share holdings of the various shareholderproponents and, where applicable, of co-filers, will be supplied upon request.

ITEM 4—Shareholder Proposal Relating to Term Limits for Directors

37

Mandatory Retirement Age

Directors are required to retire from theBoard when they reach the age of 72.

Director Qualification Standards

As outlined in this Proxy Statement, ourBoard of Directors has adopted a formal set ofcategorical Director Qualification Standardswith respect to the determination of directorindependence, which either meet or exceed thestandards set by the New York Stock Exchange.

These standards must be met by all Directorsnot only at the time of initial election to theBoard, but in each year of a Director’s service.

We believe that the principles and practicescurrently in place provide the means to ensurethe continuity of independent oversight by thePfizer Board, and that requiring term limitscould weaken the Board and undermine oursystem of corporate governance.

Your Board of Directors unanimouslyrecommends a vote AGAINST this proposal.

38

Shareholders request the Board ofDirectors report by September 2006 onmeasures Pfizer is taking to contain the priceincreases of its most-prescribed drugs to levelsequal to or below the annual rate of inflation.

SUPPORTING STATEMENT:

Enacting this proposal will align ourcompany with its previously stated practice onprescription drug price increases.

Access to pharmaceutical products isessential for adequate health care for allAmericans; we believe that restraining priceincreases is an effective way to expand accessto pharmaceutical products.

In 2002, Pfizer stated: “Over the pastdecade, after accounting for discounts tofederal government buyers and Medicaid,Pfizer’s annual price increase in the UnitedStates has averaged less than the annual rateof inflation as measured by the Consumer PriceIndex.” (“Improving Access to InnovativeMedicines”, Pfizer Forum, 2002).

2004 saw the largest average annual priceincreases in four years, with Pfizer’s increasesranging from 2.9% (Lipitor 20 mg and 40 mg)to Norvasc (7.1%). (AARP Public Policy Institute,April 2005).

In 2003, more than 14 million Americanadults with chronic conditions could not affordall of their prescriptions. As medical needs forprescription drugs increase, the proportion ofworking-age Americans, especially those withchronic conditions, going without prescriptiondrugs because of cost concerns will likely grow.(Center for Studying Health System ChangeIssue Briefing 95, May 2005);

In a survey, one-fifth of all women saidthey hadn’t bought at least one prescribeddrug because they felt they couldn’t afford it.(Kaiser Family Foundation July 2005)

Spending in the U.S. for prescription drugsrose by 400% since 1990, with price increasesfor existing drugs accounting for 25% of theincrease. (Kaiser Family Foundation,Prescription Drug Trends, October 2004).

We believe our proposal can beimplemented with minimal disruption ofresearch and development. As The Economistnoted: “There is a fallacy that the price of adrug is somehow related to the cost of R&D.

One will often hear arguments made byindustry to justify high prices. The reality is thatthe price of a drug on the market hasabsolutely no relation to how much it cost toproduce it. Drugs are priced in a way...that isessentially what the market will bear.”(“Prescription for Change, “ The Economist,June 16, 2005)

Rapidly rising drug costs reduce the impactof drug discount programs and prescriptiondrug benefits. The LA Times reported thatindustry discount programs are “not easy towork with” and some health care providers“have had to hire full-time staff members whodo nothing but help patients with theirapplications.” (“Free drugs for poor may behard to get”, Los Angeles Times, May 15, 2005).

Our company offers a discount drugprogram for the uninsured, Pfizer Pfriends.While such programs are welcome, moderatingprice increases could be a more efficient andeffective way to increase access to medicines,with minimal impacts of profits and research.

If you agree, please vote in favor of thisproposal.

YOUR COMPANY’S RESPONSE

Pfizer is deeply concerned aboutAmericans who do not have adequate access tohealthcare, including their medicines. We havedemonstrated a commitment to meaningfuland sustainable programs that provide greateraccess to our medicines. In 2005, we providedmore than $1 billion in free and low costmedicines to patients in the United States.

We are committed to maintaining oureffort to assure that our medicines areavailable to those who need them. Thiscommitment extends to new cancer medicines,such as Sutent, as well as HIV medicines eithermarketed or in development.

In our view, part of Pfizer’s commitment toaccess in the United States has been a history ofmoderate pricing. Over the past decade, wehave typically introduced our new medicines atprices lower than those of competing productsand have typically raised prices less than havethe makers of other products.

Over 30 years of providing access to Pfizermedicines

Pfizer has over a 30-year history inproviding access to medicines for those without

ITEM 5—Shareholder Proposal Requesting Reporting on Pharmaceutical Price Restraint

39

prescription coverage. These programs provideaccess to many Pfizer medicines, including newmedicines and those most widely prescribed.Through a single toll free number (866 7062400) live operators guide patients to programsbest suited to their needs, including bothPfizer-sponsored and public assistanceprograms, based on their income and medicalneeds. Anyone interested in knowing moreabout these programs and how they arehelping people today can visitwww.PfizerHelpfulAnswers.com.

Pfizer Helpful Answers

In July 2004, we launched Pfizer HelpfulAnswers to help expand access to Pfizerprescription medicines. Pfizer Helpful Answersis a family of programs to help people withoutprescription coverage save on many Pfizermedicines; regardless of age or income. Somepeople may qualify to get their Pfizermedicines for free depending on their income.

Together Rx Access

Additionally, Pfizer participates in TogetherRx Access (www.togetherrxaccess.com), aprogram where 10 pharmaceutical companiesoffer savings on over 275 medicines toAmericans without prescription coverage andnot eligible for Medicare.

Partnership for Prescription Assistance

Pfizer also participates in the Partnershipfor Prescription Assistance, which is an industryprogram that offers a single point of access tomore than 475 patient assistance programs,including 180 programs offered bypharmaceutical companies, such as PfizerHelpful Answers.

International Initiatives

Internationally, we are combatingHIV/AIDS and trachoma in developing countriesthrough donating medicines, training healthcare providers, funding public health initiativesand building medical infrastructure. We arevery proud of our efforts in all parts of theworld and are convinced that we are doing agreat deal of good for people everywhere bykeeping people healthy and helping themavoid the often very painful and costlyconsequences of illness.

Medicare Prescription Drug Benefit

In addition to the steps we have taken, theimplementation of the Medicare prescriptiondrug benefit will help millions of America’s

seniors afford the medicines they need. Wehave worked hard to assure that access to ourproducts is as wide as possible under thisprogram and when it is fully implemented, weexpect millions of Americans to have improvedaccess to our products.

Pressing for More Affordable Co-Pays

Unfortunately, Pfizer cannot control theco-pays that insurers charge for our medicines.Patients who are insured have faced significantincreases in their co-pays, well beyond theunderlying wholesale price increase ofpharmaceuticals. For example, from 2001 to2005, our compound annual average net priceincrease was 3.3 percent. This compares withcompound annual co-payment increases of 11.1 and 15.5 percent charged by insurers for preferred and nonpreferred drugs, respectively. (Source: 2005 Employer HealthBenefits Survey, an annual publication by theKaiser Family Foundation and Health Research and Educational Trust, available athttp://www.kff.org/insurance/7148/index.cfm).In our opinion, keeping co-pays affordable iscritical to better health at more manageablecosts for payers, as good preventive and diseasemanagement care can limit the costlycomplications that truly drive up our healthcare costs as a society.

Pfizer is committed to doing our part torespond to public need today, but we also careabout patients who are still waiting for newtreatments. Prices that adequately reflect thevalue of our products provide us with the bestopportunity to invest in the research and otheroperations needed to discover, develop andmanufacture treatments for people withuntreated medical conditions. In our opinion,we help more people in more effective ways bysetting prices based on the real value of ourmedicines, and then working hard to helpthose who genuinely need assistance, than byadopting the mostly symbolic policy advocatedby this proposal.

In light of our commitment to access, ourlong-standing record of responsible pricing,and our responsibility to maintain shareholdervalue, we believe the resolution as set forth bythe proponents is unnecessary and not in thebest interest of our Company, our patients, andour investors.

Your Board of Directors unanimouslyrecommends a vote AGAINST this proposal.

40

RESOLVED: Cumulative Voting.Shareholders recommend that our Board adoptcumulative voting as a bylaw or long-termpolicy. Cumulative voting means that eachshareholder may cast as many votes as equal tonumber of shares held, multiplied by thenumber of directors to be elected. Ashareholder may cast all such cumulated votesfor a single candidate or split votes betweenmultiple candidates, as that shareholder seesfit. Under cumulative voting shareholders canwithhold votes from certain nominees in orderto cast multiple votes for others.

Cumulative voting won impressive yes-votesof 54% at Aetna and 56% at Alaska Air in 2005.Cumulative voting also won an all-time recordsupport for any GM shareholder proposal topicat the 2005 GM annual meeting—more than49% of the yes and no votes.

I believe Cumulative voting will improveour corporate governance and increase thepossibility of electing at least one director witha specialized expertise needed at our companyfrom time to time.

Cumulative voting allows a significantgroup of shareholders to elect a director ordirectors of its choice — safeguarding minorityshareholder interests and bringingindependent perspectives to Board decisions.

Cumulative Voting Yes on 6.

YOUR COMPANY’S RESPONSE

The Board opposes this proposal becausewe do not believe cumulative voting is in thebest interests of the Company and itsshareholders for the following reasons:

• Cumulative voting could impair theeffective functioning of the Board byelecting a director obligated torepresent the special interest of a smallgroup of shareholders rather than all ofthe Company’s shareholders.

• Cumulative voting also allowsshareholders a voice in director electionsthat is disproportionate to theireconomic investment in the Company.The Board does not believe that anyminority of shareholders should beadvantaged or disadvantaged comparedwith all other shareholders.

• In addition, the Board believes thatcumulative voting is unnecessarybecause the Company has a

longstanding reputation for beinghighly responsive to shareholderconcerns:

For Example:

• The Company has been in theforefront of corporate governancebest practices for over two decades.

• In June 2005, the Board adopted aninnovative amendment to theCompany’s Corporate GovernancePrinciples that requires any directorreceiving a greater number of“WITHHELD” votes than “FOR” votesto tender his or her resignation to theCorporate Governance Committee.

• In 2003, the shareholders approved aproposal by management to declassifythe Board of Directors. All Companydirectors are now elected at eachannual meeting.

• Eleven of the Company’s 13 directorsare independent, as defined in theCompany’s Corporate GovernancePrinciples, which definition ofindependence not only meets butexceeds the listing standards of theNew York Stock Exchange.

• The Corporate GovernanceCommittee of the Board, which servesas the nominating committee, iscomprised solely of independentdirectors.

• Every director has received FOR votesof at least 95% for at least the pastfive years.

• The Board has never ignored aproposal from a shareholder thatreceived a majority of votes cast.

This proposal would alter the currentprocess by which each director is elected by thevote of all shareholders. The proposal couldpermit shareholders representing a relativelysmall minority of all shares to elect a director.Since each director oversees the managementof the Company for the benefit of ALLshareholders, the Board believes that changingthe current voting procedure would not be inthe best interest of all shareholders.

Your Board of Directors unanimouslyrecommends a vote AGAINST this proposal.

ITEM 6—Shareholder Proposal Relating to Cumulative Voting

41

RESOLVED: The shareholders of Pfizerrequest the Board of Directors establish a policyof, whenever possible, separating the roles ofChairman and Chief Executive Officer, so thatan independent director who has not served asan executive officer of the Company serves asChair of the Board of Directors.

This proposal shall not apply to the extentthat complying would necessarily breach anycontractual obligations in effect at the time ofthe 2006 shareholder meeting.

SUPPORTING STATEMENT:

We believe in the principle of theseparation of the roles of Chairman and ChiefExecutive Officer. This is a basic element ofsound corporate governance practice.

We believe an independent Board Chair—separated from the CEO—is the preferableform of corporate governance. The primarypurpose of the Board of Directors is to protectshareholder’s interests by providingindependent oversight of management andthe CEO. The Board gives strategic directionand guidance to our Company.

The Board will likely accomplish both rolesmore effectively by separating the roles ofChair and CEO. An independent Chair willenhance investor confidence in our Companyand strengthen the integrity of the Board ofDirectors.

A number of respected institutionsrecommend such separation. CalPER’sCorporate Core Principles and Guidelines state:“the independence of a majority of the Boardis not enough” and that “the leadership of theboard must embrace independence, and itmust ultimately change the way in whichdirectors interact with management.”

An independent Board structure will alsohelp the Board address complex issues facingour company, including the increasing criticismof our company’s business model. Thosecriticisms include skepticism of our marketingpractices, increased demands for disclosure oftrial data, and concerns about the rate of

innovation in the industry. All of these issuesmay impact our company’s long-term value.

Independent board leadership will alsohelp the board address reputation issues facingour company. Recent surveys found 70% ofrespondents “say drug companies put profitsahead of people.” Fully one half “say they havean unfavorable view of drug companies,”according to the study, which was completedby the Kaiser Family Foundation in February of2005. As the largest drug company (by totalrevenue and market capitalization, as of thedate this resolution was filed) in the world,Pfizer may be materially impacted by theseperceptions.

We believe an independent Chair andvigorous Board will be better able to forgesolutions to these challenges.

A similar resolution voted on in 2005 wassupported by 41 percent of shareholders.

In order to ensure that our Board canprovide the proper strategic direction for ourCompany with independence andaccountability, we urge a vote FOR thisresolution.

YOUR COMPANY’S RESPONSE

Your Board fully recognizes thatindependence from management is animportant component of an effective boardand believes that it has discharged thisresponsibility well to date.

Your Board is composed of a majority ofindependent board members with theautonomy to act independently frommanagement when making decisions that willbenefit the Company and long-termshareowners.

We take seriously our commitment to thehighest standards of corporate governance,including independent leadership, and we baseour policies and practices on the principles oftransparency, accountability and integrity.

ITEM 7—Shareholder Proposal Requesting Separation of Roles of Chairman and CEO

42

Corporate Governance Principles

The Board’s Corporate GovernancePrinciples, instituted over a decade ago andevaluated annually, support the autonomy ofour oversight and preserve the integrity of ourfunction as shareholder representatives. ThesePrinciples are designed to ensure independenceand thought leadership whether or not theChairman and Chief Executive Officer roles areseparated.

Lead Independent Director

In September 2005, the Board elected aLead Independent Director, with clearly definedleadership authority and responsibilities. Therole of the Lead Independent Director is to:

• Preside at executive sessions ofindependent directors

• Call meetings of independent directors

• Serve as principal liaison on board-wideissues between the independentdirectors and the Chairman

• Approve the quality, quantity andtimeliness of information sent to theBoard, as well as approving meetingagenda items

• Approve meeting schedules to assurethat there is sufficient time for discussionof all agenda items

• Recommend to the Chairman theretention of outside advisors andconsultants who report directly to theBoard of Directors on board-wide issues

• Upon request, ensure availability, whenappropriate, for consultation and directcommunication with shareholders

Independent Board Committees

Except for the Executive Committee, all ofthe committees are composed entirely ofindependent directors.

Corporate Governance Website

In furtherance of your Board’scommitment to transparency andaccountability, our governance structure hasbeen available on our Website long beforerecent regulatory mandates, and includes ourCorporate Governance Principles, CommitteeCharters, Director Qualification Standards,Board member backgrounds and contactinformation for directors.

As indicated above, the governance profileof the Company is sufficient to ensure Boardindependence and accountability. The Boardbelieves it is in the best interests of theCompany and its shareholders to retainflexibility to exercise its collective judgment todetermine who should serve as Chairman,given the circumstances at any particular pointin time.

Your Board of Directors unanimouslyrecommends a vote AGAINST this proposal.

43

RESOLVED: That the shareholders of Pfizer(“Pfizer” or “the Company”) hereby requestthat the Company provide a report, updatedsemi-annually, disclosing the Company’s:

1. Policies and procedures for politicalcontributions and expenditures (bothdirect and indirect) made with corporatefunds.

2. Monetary and non-monetary politicalcontributions and expenditures notdeductible under section 162 (e)(1)(B) ofthe Internal Revenue Code, includingbut not limited to contributions to orexpenditures on behalf of politicalcandidates, political parties, politicalcommittees and other political entitiesorganized and operating under 26 USCSec. 527 of the Internal Revenue Codeand any portion of any dues or similarpayments made to any tax exemptorganization that is used for anexpenditure or contribution if madedirectly by the corporation would not bedeductible under section 162 (e)(1)(B) ofthe Internal Revenue Code. The reportshall include the following:

a. An accounting of the Company’sfunds that are used for politicalcontributions or expenditures asdescribed above;

b. Identification of the person or personsin the Company who participated inmaking the decisions to make thepolitical contribution or expenditure;and,

c. The internal guidelines or policies, ifany, governing the Company’spolitical contributions andexpenditures.

This report shall be presented to the board ofdirectors’ audit committee or other relevantoversight committee, and posted on theCompany’s Website to reduce costs toshareholders.

SUPPORTING STATEMENT

As long-term shareholders of Pfizer, wesupport policies that apply transparency and

accountability to corporate spending onpolitical activities. Such disclosure is consistentwith public policy and in the best interest ofthe Company’s shareholders.

Company executives exercise widediscretion over the use of corporate resourcesfor political activities. These decisions involvepolitical contributions with corporate funds,called “soft money.” They also involvepayments to trade associations and other tax-exempt groups used for political activities thatmedia accounts call the “new soft money.”Most of these expenditures are not publiclydisclosed. In 2003-04, the last fully reportedelection cycle; our Company contributed atleast $1,052,681 in soft money contributions.(Center for Public Integrity, Silent Partners:http://www.publicintegrity.org/527/db.aspx?act=main). However, its payments to tradeassociations used for political activities areundisclosed and unknown. Our proposal asksthe Company to disclose its politicalcontributions and payments to tax-exemptorganizations including trade associations.

The Bi-Partisan Campaign Reform Act of2002 allows companies to contribute toindependent political committees, also knownas 527s, and to give to tax-exemptorganizations that make political expendituresand contributions.

Absent a system of accountability,corporate executives will be free to usecompany assets for political objectives that arenot shared by and may be inimical to theinterests of the Company and its shareholders.Relying on publicly available data does notprovide a complete picture of the Company’spolitical expenditures. The Company’s Boardand its shareholders need complete disclosureto be able to fully evaluate the political use ofcorporate assets. Thus, we urge your supportFOR this critical governance reform.

YOUR COMPANY’S RESPONSE

Pfizer Must be Actively Involved in thePolitical Process.

Pfizer’s involvement in the political processis essential. The pharmaceutical business is one

ITEM 8—Shareholder Proposal Requesting a Report on Political Contributions

44

of the most highly regulated industries in ourcountry. Pfizer is directly impacted by federaltax, trade, environmental and health policies,including the enactment of a Medicareprescription drug benefit. Additionally, stategovernments are extremely active in proposingfurther regulations on the pharmaceuticalindustry, including access restrictions and pricecontrols. As a major participant in this highlyregulated business environment, Pfizer must beactively involved in the political process.Indeed, it is vital that we engage legally inappropriate activities to help elect policymakers who support innovation and access inhealth care.

Pfizer complies with all Federal, State andLocal Laws regarding Reporting of PoliticalContributions.

Pfizer complies fully with all Federal, stateand local laws and reporting requirementsgoverning Political Action Committees (PAC)and corporate political contributions. Anycontributions of the types described by theproponent are fully disclosed by the Companyor by the recipient of the contribution, or byboth the Company and recipient, in publiclyavailable filings as required by applicablefederal and state laws.

Pfizer’s Corporate Reporting Procedure

Pfizer also has a specific CorporateProcedure that requires all PAC and corporatepolitical contributions to be compiled andpublished semi-annually in a report that ismade available on the Company’s Website atwww.pfizer.com under the “Who We Are—ForInvestors” in the Corporate Governancesection. The semi-annual reports are presentedto the Pfizer Board of Directors prior to release.

Trade Associations and Contributions

With respect to trade associations, Pfizergenerally does not earmark payments forpolitical purposes. In those isolated instances inwhich it does, Pfizer discloses those paymentsas political contributions, as the Policy requires.Thus, all payments that Pfizer makes to tradeassociations specifically for political purposesare reported under the Policy.

Steering Committee Oversight

With respect to political contributiongovernance, Pfizer has a Steering Committeecomprised of eight colleagues that review andapprove all PAC and corporate politicalcontributions on a monthly basis. To ensureadequate representation, Steering Committeemembers represent different divisions withinthe Pfizer organization. In addition, all FederalPAC contribution requests are shared with thePfizer Political Contributions Policy Committeefor review and approval. Representativesserving on the Political Contributions PolicyCommittee include the General Counsel, PfizerPAC Treasurer, head of Government Relations,and several others.

Pfizer also has a long-standing policyforbidding the use of corporate contributionsin Federal elections, and the Company expectsall colleagues to comply with the FederalElection Campaign Act (FECA), the BipartisanCampaign Reform Act (BCRA) and PfizerCorporate Policy regarding U.S. ElectionContributions. Pfizer colleagues are prohibitedfrom using corporate resources, includingcorporate funds or in-kind items or services, tosupport or oppose a Federal election. In stateand local jurisdictions that permit corporatecontributions, colleagues must seek review andapproval from the Legal Division prior tocommitting corporate funds or resources to astate or local candidate, political party orpolitical committee.

Pfizer has been recognized as a leader in disclosure with respect to its politicalcontributions. In 2004, representatives of theNathan Cummings Foundation stated that intheir opinion, Pfizer’s report on politicalcontributions represented the standard ofdisclosure to which other companies shouldaspire.

We believe that the Company’s currentpolicies and practices as well as federal andstate reporting requirements are sufficient toadvance the Company’s interest and providepublic disclosure. Adopting a policy as set forthin the proposal would create an unnecessaryexpense and would therefore not be aproductive use of the Company’s funds.

Your Board of Directors unanimouslyrecommends a vote AGAINST this proposal.

45

WHEREAS: the Company conducts tests onanimals as part of its product research anddevelopment; and

WHEREAS: the Company also retainsindependent laboratories to conduct tests onanimals as part of product research anddevelopment; and

WHEREAS: abuses in independentlaboratories have recently been revealed anddisclosed by the media; and

WHEREAS: the Company has a LaboratoryAnimal Care and Use policy posted on itsWebsite as part of its commitment toCorporate Responsibility;

NOW THEREFORE, BE IT RESOLVED: thatthe shareholders request that the Board issue areport to shareholders on the feasibility ofamending the Company’s Laboratory AnimalCare and Use policy to ensure (a) that itextends to all contract laboratories and that itis reviewed with such outside laboratories on aregular basis, and (b) superior standards of carefor animals who continue to be used for thesepurposes, both by the Company itself and by allindependently retained laboratories, includingprovisions to ensure that animals’psychological, social and behavioral needs aremet. Further, the shareholders request that theBoard issue an annual report to shareholderson the extent to which in-house and contractlaboratories are adhering to this policy,including the implementation of thepsychological enrichment measures.

SUPPORTING STATEMENT

A number of pharmaceutical companieshave adopted and prominently publishedanimal welfare policies on their Websitesrelating to the care of animals used in productresearch and development. The Company has apublished policy committed to approaching “allresearch involving animals with the highestlevel of humane concern ...”l

However, the recent disclosure of atrocitiesrecorded at Covance, Inc. has made the needfor a formalized, publicly available animalwelfare policy that extends to all outside

contractors all the more relevant, indeedurgent. Filmed footage showed primates beingsubjected to such gross physical abuses andpsychological torments that Covance sued tostop PETA Europe from publicizing it. TheHonorable Judge Peter Langan, in the UnitedKingdom, who denied Covance’s petition,stated in his decision that the video was“highly disturbing” and that just two aspects ofit, namely the “rough manner in which animalsare handled and the bleakness of thesurroundings in which they are kept ... even toa viewer with no particular interest in animalwelfare, at least cry out for explanation.”2

Shareholders cannot monitor what goeson behind the closed doors of the animaltesting laboratories, so the Company must.Accordingly, we urge the Board to commit toensuring that basic animal welfare measuresare an integral part of our Company’scorporate stewardship.

We urge shareholders to support thisResolution.1 http://www.pfizer.com/pfizer/are/about_public

/mn_about_ laboratory_use.jsp2 The case captioned Covance Laboratories Limited v.

PETA Europe Limited was filed in the High Court ofJustice, Chancery Division, Leeds District Registry, ClaimNo. 5C-00295. In addition to ruling in PETA’s favor, theCourt ordered Covance to pay PETA £50,000 in costs and fees.

YOUR COMPANY’S RESPONSE

Pfizer is a global research-basedpharmaceutical company dedicated to findingcures for human AND animal disease andimproving their quality of life. We arecommitted to expanding the application andaccuracy of alternative methods, but in thecourse of discovering new cures, it is necessaryto conduct some research in animals. There aremany questions in research and safetyassessment that only studies in whole animalscan answer. In addition, a number of studiesare also required by regulatory authorities forapproval of our medicines for human use.

Our Company has long recognized thatensuring the health and well-being of ourresearch animals is not only an ethical

ITEM 9—Shareholder Proposal Requesting a Report on the Feasibility ofAmending Pfizer’s Corporate Policy on Laboratory Animal Care and Use

46

imperative but also fundamental to goodscientific outcomes in the discovery anddevelopment of important new medicines.

— We conduct each of our studies withthe highest level of humane concernfor the animals.

— All our sites have one or moreveterinarians whose primaryresponsibility is the care and welfare ofthe research animals and our animalcare staff is trained to very highstandards.

— Our comprehensive programs of animalcare and use at each site, which meetor exceed regulatory standards, alsoinclude provisions for environmentalenrichment for our animals.

The 3Rs of Animal Research

Pfizer is committed to the principlesembodied by the 3Rs of animal research:seeking alternatives that Reduce, Replace orRefine our work with animals wherever suchalternatives are available and appropriate.

Fourth and Fifth “Rs”

These principles form the foundation ofour Corporate Policy on Laboratory AnimalCare and Use, but Pfizer also has added fourthand fifth “Rs” as fundamental and importantprinciples in all our work. These are Respect forAnimals and Recognition of the importantcontributions that animal-based researchmakes to our goal of improving human andanimal health worldwide.

Monitoring

Pfizer believes that we have alreadyimplemented the “superior standards of care”requested by the proposal. Furthermore,contract research organizations engaged byPfizer are required to demonstrate theircompliance with applicable regulations andstandards, which include provisions for boththe physical and psychological well-being ofanimals. Regular monitoring of these facilitiesby Pfizer is already standard practice, and theyare held accountable not only to Pfizer andtheir other customers, but also to manyregulatory authorities and accrediting agencies

including the United States Department ofAgriculture (USDA), the Food and DrugAdministration (FDA), the Public Health Service(PHS) and the Association for Assessment andAccreditation of Laboratory Animal CareInternational (AAALAC), and others.

Should the rare circumstance arise that acontract testing facility is found to be out ofcompliance, Pfizer will take immediate andappropriate action. As a rule, we would notpublicly announce, comment on, or discussthese actions.

Producing an annual report toshareholders on the extent to which in-houseand contract laboratories are adhering to thispolicy, including the implementation of thepsychological enrichment measures would notserve any useful purpose and create anunnecessary expense.

Your Board of Directors unanimouslyrecommends a vote AGAINST this proposal.

47

WHEREAS, The Company has adopted aLaboratory Animal Care and Use policy (the“Policy”) which appears on the Pfizer Website;1

WHEREAS, the Policy asserts that Pfizer iscommitted to the “principles known as the 3Rsof animal research”;

WHEREAS, the 3Rs include i) the“refinement of the use of research animals touse less painful or the least invasive procedureswhenever possible”; ii) the “reduction of thenumbers of animals used in each study to theabsolute minimum necessary to obtain validresults”; and iii) the “replacement of animalexperiments with non-animal experiments suchas mathematical models, computer simulations,and in vitro biological systems wheneverappropriate”;

WHEREAS, it was reported in the FinancialTimes2 that Pfizer and two otherpharmaceutical companies3 donated fourmillion pounds (£4M) to British universities topromote medical research and trainingspecifically using animals;

WHEREAS, the article reported that Pfizerand the other two companies stated “thedonation was part of a greater willingness bytheir industry to back animal testing publicly”;

WHEREAS, a credibility gap arises from theCompany’s professed Policy and its affirmativepromotion of animal testing as reported in theFinancial Times;

RESOLVED, that the Board is requested toreport to shareholders on the justification foraffirmatively contributing to the advancementof animal-based testing while publiclypromoting an animal care Policy thataffirmatively commits to the advancement ofnon-animal based test methodologies.

SUPPORTING STATEMENT

Affirmatively supporting and promotinganimal testing is wholly inconsistent withPfizer’s Policy of reducing, refining, andreplacing animal-based methods. Moreover, inthe Proxy Materials for the 2004 annualmeeting of shareholders, the Company reliedon its commitment to the Policy in an effort to

convince shareholders to vote against aShareholder Proposal Relating to In VitroTesting. That Proposal sought support for fivevalidated non-animal test methods. TheCompany opposed the Proposal, arguing thatPfizer was fully committed to its animal carePolicy which rendered the Proposalunnecessary. Pfizer made the followingstatements in the 2004 Proxy Statement:

• “We are committed to the principlesembodied by the 3Rs of animal research:seeking alternatives that Reduce,Replace or Refine our work with animalswhen such alternatives are available andappropriate.”

• “Pfizer has always supported the use ofin vitro alternatives ...”

• “We approach all research involvinganimals with the highest level ofhumane concern.”

• “[W]e are already working withregulators in an effort to increase theuse of alternative models where suchalternatives can be used appropriately.”

These statements cannot be reconciledwith the decision to commit significant fundsfor the purpose of affirmatively promoting andpublicly advancing animal testing and traininggraduate students to conduct animalexperiments.

We urge our fellow shareholders tosupport this Resolution and bring Pfizer’sactions into harmony with the Company’sAnimal Care and Use Policy.1 http:/www.pfizer.com/pfizer/are/about_publc

/mn_about_ laboratory_use.jsp2 “Drugs groups to fund university animal research,”

7/29/043 The other two pharmaceutical companies are

AstraZeneca and GlaxoSmithKline.

YOUR COMPANY’S RESPONSE

Pfizer remains committed to the use ofalternative testing methods wherever such testsare scientifically valid and do not compromisepatient safety or the effectiveness of ourmedicines. We are working with regulators in

ITEM 10—Shareholder Proposal Requesting Justification for FinancialContributions which Advance Animal-Based Testing Methodologies

48

an effort to increase the use of alternativemodels where such alternatives can be usedappropriately. However, we are in agreementwith regulators that the overall testing processmust involve some level of in vivo testing inorder to meet our overriding responsibility toprovide patients with medicines that are botheffective and as safe as possible.

It is in connection with this responsibilitythat Pfizer and the other pharmaceuticalcompanies are working to support the qualityof in vivo research in the UK. By providingthese grants to institutions with expertise inthe conduct of in vivo studies under the higheststandards of animal welfare, we supporttraining of a new generation of skilledscientists that will understand and apply theprinciples of humane care and use of researchanimals.

We believe that such funding is incomplete harmony with those aspects of ourPolicy that relate to Respect for animals andRecognition of the important contributionsthat animal-based research makes to our goalof improving human and animal healthworldwide, as well as seeking alternatives thatReduce, Replace or Refine our work withanimals when such alternatives are availableand appropriate.

The concerns of the proponent have beensubstantially addressed. The Board does notbelieve that adopting this proposal would be inthe shareholders’ best interest.

Your Board of Directors unanimouslyrecommends a vote AGAINST this proposal.

49

Overview of Compensation Philosophy and Program

The Compensation Committee, composedentirely of independent directors, administersthe Company’s executive compensationprogram. The role of the Committee is tooversee Pfizer’s compensation and benefitplans and policies, administer its stock plans(including reviewing and approving equitygrants to elected officers) and review andapprove annually all compensation decisionsrelating to elected officers, including those forthe Chairman and CEO and the other executiveofficers named in the Summary CompensationTable (the “Named Executive Officers”). TheCommittee submits its decisions regardingcompensation for the Chairman and CEO to theindependent Directors of the Board forratification.

The Committee recognizes the importanceof maintaining sound principles for thedevelopment and administration ofcompensation and benefit programs, and hastaken steps to significantly enhance theCommittee’s ability to effectively carry out itsresponsibilities as well as ensure that theCompany maintains strong links betweenexecutive pay and performance. Examples ofactions that the Committee has taken include:

• Rotated Committee members over thepast year;

• Initiated a practice of holding executivesessions (without Company managementpresent) at every Committee meeting;

• Hired an independent compensationconsultant to advise on executivecompensation issues;

• Made the following changes in theexecutive compensation program:

• Enhanced the transparency ofcompensation policy and actions;

• Realigned compensation structuresbased on targeting mediancompetitive pay;

• Established a higher-performingpharmaceutical peer group forperformance comparisons;

• Introduced a Fortune-100 peer groupto better align target compensationwith median competitive data;

• Strengthened the link between theCEO annual pay and shareholdervalue through specific objectives;

• Refocused the 2006 performance-share grants in the Executive Long-Term Incentive Program so thatpayouts are determined solely onshareholder value;

• Established annual reviews of detailedcompensation tally sheets for theNamed Executive Officers;

• Established limitations on executivepension benefits, on a going-forwardbasis; and

• Initiated limitations, with concurrenceof management, on executivechange-in-control agreements.

Charter

The Compensation Committee’s Charterreflects these responsibilities, and theCommittee and the Board periodically reviewand revise the Charter. The full text of theCompensation Committee Charter is shown inAnnex 4 to this Proxy Statement. TheCommittee’s membership is determined by theBoard. There were 15 meetings of theCommittee in 2005, including seven executivesessions with the Committee members only.

Compensation Consultant

The Executive Compensation group inPfizer’s Corporate Human ResourcesDepartment supports the Committee in itswork. In addition, the Committee has theauthority under its charter to engage theservices of outside advisors, experts and othersto assist the Committee. In accordance with thisauthority, the Committee engages George B.Paulin, Chief Executive Officer of Frederic W.Cook & Co., as independent outsidecompensation consultant to advise theCommittee on all matters related to CEO andother executive compensation. Theindependent compensation consultant’s firmdoes not advise management of the Company,and receives no other compensation from the

Compensation Committee Report and Executive Compensation

50

Company, other than a fee of less than $5,000to provide an executive salary survey. Theconsultant attended all of the Committeemeetings in 2005.

General Compensation Philosophy

The Committee believes thatcompensation paid to executive officers shouldbe closely aligned with the performance of theCompany on both a short-term and long-termbasis, and that such compensation should assistthe Company in attracting and retaining keyexecutives critical to its long-term success.Compensation should be structured to ensurethat a significant portion of compensationopportunity will be directly related to Companystock performance and other factors thatdirectly and indirectly influence shareholdervalue. To that end, it is the view of the Boardthat the total compensation program forexecutive officers should consist of thefollowing:

• Salaries;

• Annual cash incentive awards;

• Long-term incentive compensation; and

• Certain other benefits.

It is the intent of the Committee thatmidpoint salary, target bonus levels and targetannual long-term incentive award values be setat the median of a peer group ofpharmaceutical companies and also a generalindustry peer group of Fortune-100 companies,based on available survey data. The companiesthat comprised our pharmaceutical peer groupin 2005 consist of Abbott Laboratories, Amgen,AstraZeneca, Bristol-Myers Squibb Company, EliLilly and Company, GlaxoSmithKline, Johnson &Johnson, Merck and Co., Inc., Schering-PloughCorporation and Wyeth. Where appropriate,the target position is adjusted to reflect Pfizer’sscale and scope. For salary and bonus levels,these adjustments, if any, are generally basedon differences in revenues and relative marketcapitalization. In 2005, the long-term incentivetarget awards were positioned to align withthe median of the survey data.

As noted above, the Committee also uses ageneral industry peer group consisting ofabout one half of the Fortune-100 companiesthat best align with our sales volume, cash flowand market capitalization, as well as with thenature of our business and workforce, in

determining the competitive positioning ofpay. This general industry peer group canchange from time to time based on the criteriastated above. In addition to reviewingexecutive officers’ compensation against thecomparative groups, the Committee alsoconsiders recommendations from the Chairmanand CEO regarding total compensation forthose executives reporting directly to him.Management provides to the Committeehistorical and prospective breakdowns of thetotal compensation components for eachexecutive officer.

Financial Restatement

It is the Board of Directors’ Policy that theCommittee will, to the extent permitted bygoverning law, have the sole and absoluteauthority to make retroactive adjustments to any cash or equity based incentivecompensation paid to executive officers andcertain other officers where the payment waspredicated upon the achievement of certainfinancial results that were subsequently thesubject of a restatement. Where applicable, theCompany will seek to recover any amountdetermined to have been inappropriatelyreceived by the individual executive.

Tax Deductibility of Pay

Section 162(m) of the Internal RevenueCode of 1986, as amended (the “Tax Code”),places a limit of $1,000,000 on the amount ofcompensation that Pfizer may deduct in anyone year with respect to each of its five mosthighly paid executive officers. There is anexception to the $1,000,000 limitation forperformance-based compensation meetingcertain requirements. Annual cash incentivecompensation, stock option awards andPerformance-Contingent Share Awardsgenerally are performance-based compensationmeeting those requirements and, as such, arefully deductible. To maintain flexibility incompensating executive officers in a mannerdesigned to promote varying corporate goals,the Committee has not adopted a policyrequiring all compensation to be deductible.Since Dr. McKinnell’s and Ms. Katen’s salaries areabove the $1,000,000 threshold, a portion oftheir salaries and the Internal Revenue Service(IRS) value of their perquisites are notdeductible by the Company. Restricted stockand restricted stock units are not consideredperformance-based under Section 162(m) of the

51

Tax Code and, as such, are generally notdeductible by the Company. All other annualincentives and long-term incentive amounts willbe deductible when they are paid to theexecutive officers.

Total Compensation—Tally Sheets

The Company intends to continue itsstrategy of compensating its executivesthrough programs that emphasizeperformance-based incentive compensation. Tothat end, executive compensation is tieddirectly to the performance of the Companyand is structured to ensure that, due to thenature of the business, there is an appropriatebalance between the long-term and short-termperformance of the Company, and also abalance between Company financialperformance and shareholder return. For 2005,the actual total compensation of the Named

Executive Officers generally fell within the thirdquartile of total compensation paid toexecutives holding equivalent positions in thepharmaceutical peer group companies. TheCommittee believes that this position wasconsistent with Company financialperformance and the individual performanceof each of the Named Executive Officers, andalso believes that the compensation wasreasonable in its totality. Compensation tallysheets for each of the Named Executive Officerswere prepared and reviewed by the Committeein 2005. These tally sheets affixed dollaramounts to all components of the NamedExecutive Officers’ 2005 compensation,including current pay (salary and bonus),deferred compensation, outstanding equityawards, benefits, perquisites and potentialchange-in-control severance payments. TheCommittee has committed to review tallysheets at least on an annual basis.

52

The following Summary Compensation Table includes salary, bonus, other compensation, long-termcompensation and the number of stock options granted in 2005.

Summary Compensation TableAnnual Compensation Long-Term Compensation_____________________________________________ ____________________________________

Awards Payouts_______________________ ________Other Restricted Securities

Annual Stock Underlying LTIP All OtherName and Salary Bonus(1) Compensation(2) Awards(3) Options Payouts(4) Compensation(5)

Principal Position Year ($) ($) ($) ($) (#) ($) ($)_________________ ____ __________ _______ ______________ ________ ________ ________ ____________

Dr. McKinnell 2005 2,270,500 3,700,000 145,814 0 880,000 5,489,400 281,556Chairman and CEO 2004 2,224,900 3,986,300 19,482 4,292,181 525,000 5,829,120 307,454

2003 2,042,700 4,607,400 19,534 0 1,000,000 2,786,978 249,390Ms. KatenVice Chairman and 2005 1,176,200 1,535,600 143,644 0 371,000 3,326,576 110,263President, Pfizer 2004 1,158,300 1,274,100 7,459 2,326,218 350,000 3,307,392 117,751Human Health 2003 1,086,700 1,434,400 10,459 326,840 275,000 1,510,448 103,631Mr. Shedlarz 2005 983,100 1,088,000 99,193 0 301,000 2,316,527 89,473Vice Chairman 2004 966,500 1,005,200 11,405 1,873,326 275,000 2,521,728 90,432

2003 889,133 1,043,100 8,108 260,866 225,000 1,216,379 79,922Mr. Kindler 2005 902,200 1,000,000 99,379 0 261,000 1,041,418 79,731Vice Chairman and 2004 887,300 869,600 7,388 792,561 225,000 1,319,472 80,496General Counsel 2003 827,900 901,500 8,254 248,989 200,000 857,703 68,962Dr. LaMattinaSenior V.P.; President, 2005 837,500 787,300 14,342 0 219,500 1,630,352 69,421Pfizer Global Research 2004 820,000 705,200 512 1,024,154 175,000 1,622,016 63,760and Development 2003 677,250 596,900 0 199,303 100,000 664,998 50,353

(1) The amounts shown in this column constitute the cash Annual Incentive Awards made to each Named Executive Officer basedon the Board’s evaluation of each Officer’s performance. These awards are discussed in further detail under the heading“Executive Annual Incentive Awards.”

(2) The amounts shown in this column represent tax payments made by Pfizer on behalf of each Named Executive Officer relatingto his or her use of Company transportation and, in 2005, the value of perquisites. In 2005, this amount also includes a nominaltax payment associated with participation in our Healthy Directions program. This program, which is designed to fosterhealthier living for our employees and their families, is open to all U.S. Pfizer employees. Program participants received a smallincentive and related tax gross-up in 2005. In 2004, the amounts also included tax payments relating to a holiday gift, aprogram which ended in 2005. For Mr. Kindler, in 2003 the amount also includes tax payments relating to temporary housingcosts incurred in connection with his relocation. In 2005, the perquisite value was determined based on our revisedincremental cost methodology.

(3) The amounts shown in this column represent the dollar value of the grant of restricted stock based on the value of the Pfizercommon stock on the grant date. All grants of restricted stock were made under the 2001 Stock and Incentive Plan or itspredecessor Plan. Dividends are paid or reinvested during the restricted period. The Company grants awards of restricted stockfrom time to time either as part of a program for a particular year, or on an ad hoc basis to encourage retention of key talent.The Company has granted restricted stock units rather than restricted stock since 2003. The restricted stock units are settled instock, and accumulate reinvested dividend equivalent units which are also paid in stock at the same time that the restrictedstock units are paid. A table of outstanding restricted stock and restricted stock unit awards to the Named Executive Officersappears below.

(4) The amounts shown in this column represent the dollar market value of shares of Pfizer common stock on February 23, 2006(the payment date), earned under the 2001 Performance-Contingent Share Award Plan and the previous Performance-Contingent Share Award Program based on the closing price of Pfizer common stock ($26.14) on the New York Stock Exchangeon that date. The number of Performance-Contingent Shares awarded to each Named Executive Officer was as follows: Dr. McKinnell, 210,000 shares; Ms. Katen, 127,260 shares; Mr. Shedlarz, 88,620 shares; Mr. Kindler, 39,840 shares; and Dr. LaMattina, 62,370 shares.

(5) The amounts shown in this column represent Company matching funds under the Pfizer Savings Plan (a tax-qualifiedretirement savings plan) and related Supplemental Plan, which are discussed under the heading “Pfizer Savings Plan.”

53

The Company provides the opportunity todefer, as shares, Performance-Contingent ShareAwards that are earned and otherwise wouldbe paid under that Program. Dividends arepaid on those deferred shares and arereinvested. Annual incentives, as shown in theBonus column of the Summary CompensationTable, may also be deferred into a Pfizer unitfund or a fund earning interest at 120% of theFederal Long-Term rate (which fluctuatedbetween 5.09% and 5.65% in 2005). The Pfizerunit fund is credited with dividend equivalentunits which are then reinvested in the fund.

Present Value of 2005 TotalCompensation

Because elements of the SummaryCompensation Table do not lend themselves tobeing totaled due to different presentationrequirements, to provide additionaltransparency on the total compensation for ourNamed Executive Officers, we are providing thefollowing Present Value of Total Compensation

table. The components of executivecompensation included in this table are asfollows:

• Cash compensation, consisting of salaryand annual incentive compensation(bonus);

• Long-term incentive compensation,consisting of stock options andPerformance-Contingent Share Awards;and

• Other compensation, including pensionaccrual, savings plan matchingpayments, active employee benefits andthe value of perquisites (based on theaggregate incremental cost to theCompany).

Restricted Stock and Restricted Stock Unit Awards Not Yet Vested

The table below provides additional detail about the Restricted Stock Awards shown in Column 3 of the Summary Compensation Table.

Initial Grant Vesting Grant Initial Initial Remaining Current

Name Date Date Amount Price Value Shares(1) Value(2)_______ ___________________ ___________________ ____________ ____________ ____________ ____________ ____________

Dr. McKinnell . March 25, 2004 March 25, 2007 125,100 $34.31 $4,292,181 131,053 $3,056,156

Ms. Katen . . . . March 25, 2004 March 25, 2007 67,800 $34.31 $2,326,218 71,027 $1,656,350February 27, 2003 February 27, 2006 11,117 $29.40 326,840 11,863 276,645_____________________

Total 1,932,995

Mr. Shedlarz . . March 25, 2004 March 25, 2007 54,600 $34.31 $1,873,326 57,198 $1,333,857February 27, 2003 February 27, 2006 8,873 $29.40 260,866 9,468 220,794_____________________

Total 1,554,651

Mr. Kindler . . . March 25, 2004 March 25, 2007 23,100 $34.31 $792,561 24,199 $564,321February 27, 2003 February 27, 2006 8,469 $29.40 248,989 9,037 210,743

January 1, 2002 1/5 per year 20,000 $39.90 798,000 8,000(3) 186,560_____________________Total 961,624

Dr. LaMattina . March 25, 2004 March 25, 2007 29,850 $34.31 $1,024,154 31,270 $729,216February 27, 2003 February 27, 2006 6,975 $29.40 205,065 7,233 168,674

July 1, 2002 July 1, 2007 15,000 $33.90 508,500 15,000(3) 349,800_____________________Total 1,247,690

(1) Includes reinvested dividend equivalent units which are paid upon vesting of the award.(2) Determined based on the closing price of Pfizer common stock ($23.32) on December 31, 2005.(3) Cash dividends are paid to the recipient during the restricted period on these awards. Through December 31, 2005

Mr. Kindler has received $34,240 in dividends and Dr. LaMattina has received $34,500 in dividends on these awardssince their grant date. For all grants in 2003 and later, all dividends are reinvested.

54

Salaries

The salaries of the Named ExecutiveOfficers are reviewed on an annual basis, aswell as at the time of a promotion or otherchange in responsibilities. Increases in salary arebased on an evaluation of the individual’sperformance and level of pay compared topharmaceutical and general industry peergroup pay levels. Merit increases normally takeeffect on April 1st of each year. In April 2005,the effective date of annual increases, thesalaries for the Named Executive Officersremained at the same level as the April 2004salaries (the salaries for the first 3 months of2004 were at the prior year’s level) because ofthe anticipated need for cost control measuresin 2005.

Executive Annual Incentive Plan

In 1997, the Board of Directors adopted,and the shareholders approved, the Pfizer Inc.Executive Annual Incentive Plan. Under theterms of this Plan, a maximum annual cash

incentive award of 0.3% of Plan Adjusted NetIncome, as defined in the Plan, (whichdefinition is included below in the discussion ofthe Plan under the heading “Long-TermCompensation Plans”) was established for eachExecutive Officer participating in the Plan. Theawards for 2005 performance are below theaggregate maximum of $24.25 millionpermitted under the plan. The Committee willcontinue to base these awards on Companyand individual performance criteria subject tothe established maximum.

Annual incentive awards are determinedas a percentage of each Named ExecutiveOfficer’s base salary. The Committeedetermines the performance measures andother terms and conditions of awards forNamed Executive Officers covered under thePlan. For 2005, the bonus targets for theNamed Executive Officers ranged from 60% to125% of base salary depending on the officer’sposition, as shown in the table below.

Long-Term Cash Compensation Incentive Compensation Savings Other_____________________ ________________________

Stock Perf. Pension Plan Benefits & Name Salary Bonus Options(1) Shares(2) Accrual(3) Match(4) Perquisites(5) Total

Dr. McKinnell . $2,270,500 $3,700,000 $4,532,000 $4,530,504 $ 407,000 $281,556 $159,429 $15,880,989

Ms. Katen . . . . 1,176,200 1,535,600 1,910,650 2,183,246 1,989,000 110,263 151,950 $9,056,909

Mr. Shedlarz . . 983,100 1,088,000 1,550,150 1,746,754 1,366,000 89,473 116,415 $6,939,892

Mr. Kindler . . . 902,200 1,000,000 1,344,150 1,528,246 215,000 79,731 116,051 $5,185,378

Dr. LaMattina . 837,500 787,300 1,130,425 1,310,000 958,000 69,421 31,202 $5,123,848

Present Value of 2005 Total Compensation

(1) Present value of the stock option award granted in February 2005 based on the grant date fair value estimated bythe Company for financial reporting purposes ($5.15 per share). The Company cautions that the actual amountultimately realized by a Named Executive Officer from the disclosed equity awards will likely vary based a number offactors, including the Company's actual operating performance, stock price fluctuations, differences from thevaluation assumptions used and the timing of exercise or applicable vesting.

(2) Target Performance-Contingent Shares for the performance period January 1, 2005 through December 31, 2009.These have been valued based on the average of the highest and lowest price of Pfizer common stock on the date ofthe grant, February 24, 2005 ($26.20) and may not reflect the value of the award upon payment.

(3) This accrual represents the difference between the lump sum values on December 31, 2004 and December 31, 2005 ofthe then currently payable annual pension benefit. The calculation is explained in the Pension Plan section of thisReport. Since Mr. Kindler is not retirement eligible, the accrual is based on the difference of the present values of hisaccrued age 65 benefit on December 31, 2004 and 2005.

(4) The amounts shown in the Savings Plan Match column represent Company matching funds under the Pfizer SavingsPlan (a tax-qualified retirement savings plan) and related Supplemental Plan, which are discussed under the heading“Pfizer Savings Plan.”

(5) The Other Benefits and Perquisites column represents the employer portion of active employee benefits includingmedical, dental, life insurance and disability coverage, which are available to all U.S. employees, as well as the valueof perquisites and tax gross-ups.

55

Under the Plan, the target bonus isestablished through an analysis ofcompensation for comparable positions in thepharmaceutical and general industry peergroup companies and is intended to provide acompetitive level of compensation when theNamed Executive Officers achieve theirperformance objectives as approved by theCommittee. The actual bonus award isdetermined according to each NamedExecutive Officer’s level of achievement againsthis or her individual financial and strategicperformance objectives. Target and ActualAnnual Incentive Awards for 2005 paid to eachof the Named Executive Officers are shown inthe above table. Prorated changes in theannual target bonus levels can occur during theyear if there are changes in the officer’s salarygrade level that warrant a target change. Theactual awards are also included in the “Bonus”column of the Summary Compensation Table.

In 2005, the performance objectives for theNamed Executive Officers generally includedthe following, depending on each Officer’s rolein the Company:

• Financial objectives — revenues,adjusted diluted earnings per share,adjusted operating cash flow per share,merger related synergies and other costsavings initiatives, certain divisionalfinancial measures, and effectivelycommunicating strategy and results toincrease shareholder value.

• Strategic objectives — deliver more newmedicines more quickly to patients;progress the Company’s Adapting toScale initiative; promote new directionsin health and wellness; shape a positiveenvironment for better healthcare;develop people, talent, andorganization; and, other operatingresponsibilities, as appropriate.

For each Named Executive Officer, theirspecific objectives are weighted according tothe extent to which the Officer will beresponsible for delivering the results on theobjectives. In 2005, the weightings assigned tothe objectives for each Named ExecutiveOfficer are shown in the table below.

Target Payout Payout Range Actual Award as a % of as a % of Target Award Maximum Award Actual Award as a % of

Name Salary Salary (Dollar Value) (Dollar Value) ($) Salary

Dr. McKinnell 125% 0-250% $ 2,838,100 $5,676,200 $ 3,700,000 163%Ms. Katen 83% 0-166% 976,200 1,952,400 1,535,600 131%Mr. Shedlarz 69% 0-138% 678,300 1,356,600 1,088,000 111%Mr. Kindler 64% 0-128% 577,400 1,154,800 1,000,000 111%Dr. LaMattina 60% 0-120% 502,500 1,005,000 787,300 94%

Objective Dr. McKinnell Ms. Katen Mr. Shedlarz Mr. Kindler Dr. LaMattina

Financial Results 25% 30% 25% 25% 20%Deliver more new medicines

more quickly to patients 25% 10% 5% 5% 30%*Adapting to Scale 15% 15% 20% 10% *Promote new directions in

health and wellness 10% 15% 10% 10% *Shape a positive environment

for better healthcare 15% 15% 10% 25% *Developing People/Talent/

Organization 10% 15% 10% 5% 15%Other Operating Responsibilities 20% 20% 35%

* These Objectives, taken together, are weighted at 30%.

Weightings Assigned in 2005 to Each Performance Objective for the Named Executive Officers

Executive Annual Incentives

56

In assessing performance against theobjectives, the Committee considers actualresults against the specific deliverablesassociated with each objective, the extent towhich the objective was a significant stretchgoal for the organization, and whethersignificant unforeseen obstacles or favorablecircumstances altered the expected difficulty ofachieving the desired results. The Committeeassesses the level of achievement against eachobjective, and then determines an overallassessment for each Named Executive Officer.The Committee’s overall assessment alsoconsiders the performance achievementsrelative to shareholder value. The overallassessment for each Named Executive Officerthen determines the percent of the targetaward that will be paid to the Officer as theAnnual Incentive for that year.

Long-Term Incentive Compensation

The Committee believes that equity-basedcompensation ensures that the Company’sexecutive officers have a continuing stake inthe long-term success of the Company.

Dr. McKinnell and the other executiveofficers participate in the Company’s ExecutiveLong-Term Incentive Compensation Program,which for 2005 generally consisted of stockoptions and Performance-Contingent ShareAwards. The annual total long-term incentivetarget value is divided evenly, so that half ofthe value is delivered in stock options and halfis delivered in Performance-Contingent ShareAwards.

Stock Options

The Committee granted stock options toeach executive officer in February 2005 underthe Company’s 2004 Stock Plan.

Executive officers were awarded non-qualified stock options with an exercise priceequal to the fair market value of Pfizercommon stock on the date of grant.Accordingly, those stock options will have valueonly if the market price of the common stockincreases after that date. In determining thesize of stock option grants to executive officers,the Committee considers similar awards toindividuals holding comparable positions in ourcomparative groups, Company performance

against the strategic plan, individualperformance against the individual’s objectives,as well as the allocation of overall share usageattributed to executive officers. Actual stockoption awards can range from zero to twotimes the target awards based on individualperformance.

The Named Executive Officers wereawarded the number of stock options shown inthe table below. As shown in the table, thestock option grants vest ratably on the third,fourth and fifth anniversary of the optiongrant date. This table shows all options topurchase Pfizer common stock granted to eachof the Named Executive Officers in 2005 andthe potential value of such grants at stock priceappreciation rates of 0%, 5% and 10%,compounded annually over the maximum ten-year term of the options, as well as the fairvalue of the grant on the award date. Alsoshown is the potential value of all outstandingshares of Pfizer common stock held by ourshareholders as of December 31, 2005, usingthe exercise price of $26.20 and the sameappreciation rates and compounded over aten-year period. The 5% and 10% rates ofappreciation are required to be disclosed bySEC rules and are not intended to forecastpossible future appreciation, if any, in our stock price.

57

If the options are held for at least one yearprior to retirement, the options will generallybecome exercisable on schedule and remainexercisable for the full term of the grant.

The material terms of these grants arediscussed in the section of the Proxy Statemententitled “Employee Benefit and Long-TermCompensation Plans.”

The following table shows a summary ofthe stock options exercised by the NamedExecutive Officers in 2005, as well as the totalnumber and value of unexercised stock optionsheld by the Named Executive Officers as ofDecember 31, 2005.

Option Grants in 2005

Potential Realizable Value at Assumed

Individual Grants Annual Rates of Stock Price________________________________________________________

Number of Percent ofAppreciation for Option Term

Securities Total Options($)_____________________________________________

Underlying Granted to Exercise or Grant DateOptions Employees in Base Price Expiration Fair

Name Granted(1) Fiscal Year ($/sh)(2) Date 0% 5% 10% Value(3)

Dr. McKinnell 880,000 1.70% 26.20 2/23/15 0 14,499,795 36,745,326 $4,532,000Ms. Katen 371,000 0.72% 26.20 2/23/15 0 6,112,982 15,491,495 1,910,650Mr. Shedlarz 301,000 0.58% 26.20 2/23/15 0 4,959,589 12,568,572 1,550,150Mr. Kindler 261,000 0.50% 26.20 2/23/15 0 4,300,507 10,898,330 1,344,150Dr. LaMattina 219,500 0.42% 26.20 2/23/15 0 3,616,710 9,165,454 1,130,425

Potential Gain for All Shareholders at Assumed Appreciation Rates 0 121,283,867,000 307,357,131,000 N/A

(1) These options vest (become exercisable) ratably on the third, fourth and fifth anniversaries of the option grant date beginning onFebruary 24, 2008.

(2) The exercise price for all stock option grants is the fair market value of our common stock on the date of the grant.(3) The value of the stock option awards granted in February 2005 based on the grant date fair value estimated by the Company for

financial reporting purposes ($5.15 per option).

Total Options Exercised in 2005 and Year-End Values

Number of Securities Value of UnexercisedUnderlying Unexercised In-The-Money Options

Options Held at 12/31/05 at 12/31/05(1)____________________________ _____________________________Shares

Acquired ValueOn Exercise Realized Exercisable Unexercisable Exercisable Unexercisable

Name (#) ($) (#) (#) ($) ($)

Dr. McKinnell. . . . . . . . . . 347,760 6,240,414 2,807,398 3,165,000 5,789,372 0Ms. Katen . . . . . . . . . . . . 0 0 1,325,784 1,198,666 2,732,760 0Mr. Shedlarz . . . . . . . . . . 39,000 403,372 968,279 970,333 0 0Mr. Kindler. . . . . . . . . . . . 0 0 50,000 786,000 0 0Dr. LaMattina . . . . . . . . . 0 0 507,584 581,166 68,862 0

Performance-Contingent Share Awards

The Committee awarded the right to earnshares of Pfizer common stock to the executiveofficers, including the Named ExecutiveOfficers, for the 2005-2009 performance periodunder the 2004 Stock Plan. These awards aredetermined according to each participant’ssalary level, based on competitive survey data,and do not vary based on individualperformance. Estimated future payouts may be

adjusted prospectively to reflect changes in theExecutive Officer’s salary grade level. Actualpayouts of these Performance-ContingentShares, if any, will be determined by a non-discretionary formula, which measures ourperformance over a five-year period using totalshareholder return (including reinvestment ofdividends) and growth in diluted earnings pershare, measured over the performance periodrelative to the pharmaceutical peer group.

(1) Value is determined based on stock price less exercise price, using the average of the high and low trading prices ofPfizer common stock on December 31, 2005 ($23.34).

58

The performance formula weighs thesetwo criteria equally. If our performance in bothmeasures is below the threshold level relativeto the pharmaceutical peer group, then noPerformance-Contingent Shares will beearned. To the extent that the Company’sperformance on either or both measuresexceeds the threshold performance levelrelative to the peer group, a varying numberof Performance-Contingent Shares up to themaximum will be earned.

The number of Performance-ContingentShares that the Named Executive Officers mayearn at the end of the five-year performanceperiod 1/1/2005-12/31/2009 is shown in the table below. The other outstandingPerformance-Contingent Share Awardperformance periods are also included in thetable. The payout from the Performance-Contingent Share Award Program can rangefrom zero to 167% of the target awards basedon Company performance versus thepharmaceutical peer group, as discussed laterin this Report.

Long-Term Incentive Plan Awards in 2005

Current Performance PeriodPerformance Period (or Estimated Future Payouts

Other Period Until Non-Stock-Price-Based Plans__________________________________________Name Number of Shares(1) Maturation or Payment) Threshold(2) (#) Target (#) Maximum (#)

Dr. McKinnell. . . . . . . . . . * 1/1/2005 - 12/31/2009 28,820 172,920 288,200Ms. Katen . . . . . . . . . . . . * 1/1/2005 - 12/31/2009 13,889 83,330 138,890Mr. Shedlarz . . . . . . . . . . * 1/1/2005 - 12/31/2009 11,112 66,670 111,120Mr. Kindler. . . . . . . . . . . . * 1/1/2005 - 12/31/2009 9,722 58,330 97,220Dr. LaMattina . . . . . . . . . * 1/1/2005 - 12/31/2009 8,333 50,000 83,330

Other Outstanding Performance PeriodsDr. McKinnell. . . . . . . . . . * 1/1/2004 - 12/31/2008 44,170 265,000 441,700

* 1/1/2003 - 12/31/2007 33,000 198,000 330,000* 1/1/2002 - 12/31/2006 33,000 198,000 330,000

Ms. Katen . . . . . . . . . . . * 1/1/2004 - 12/31/2008 21,370 128,200 213,700* 1/1/2003 - 12/31/2007 20,140 120,840 201,400* 1/1/2002 - 12/31/2006 18,520 111,120 185,200

Mr. Shedlarz . . . . . . . . . * 1/1/2004 - 12/31/2008 12,850 77,100 128,500* 1/1/2003 - 12/31/2007 12,850 77,100 128,500* 1/1/2002 - 12/31/2006 12,240 73,440 122,400

Mr. Kindler. . . . . . . . . . . * 1/1/2004 - 12/31/2008 12,580 75,500 125,800* 1/1/2003 - 12/31/2007 12,310 73,860 123,100* 1/1/2002 - 12/31/2006 12,780 76,680 127,800

Dr. LaMattina . . . . . . . . * 1/1/2004 - 12/31/2008 11,500 69,000 115,000* 1/1/2003 - 12/31/2007 10,420 62,520 104,200* 1/1/2002 - 12/31/2006 9,340 56,040 93,400

These estimated future payouts may beprospectively adjusted to reflect changes in theExecutive Officer’s salary grade level. Under thePerformance Contingent Share AwardProgram, if the participant retires after one ormore years from the start of the performance

period, the grant will generally be prorated forservice and paid in accordance with theprovisions of the Program upon completion ofthe performance period.

(1) The actual number of Performance-Contingent Shares that will be paid out at the end of the applicable period, if any,cannot be determined because the shares earned by the Named Executive Officers will be based upon the Company’sfuture performance compared to the future performance of the peer group.

(2) If our minimum performance in both measures is below the threshold level relative to the peer group, then noPerformance-Contingent Shares will be earned. To the extent the Company’s performance on either or both measuresexceeds the threshold performance level relative to the peer group, a varying amount of shares up to the maximum willbe earned.

59

Recently Completed Performance Periods

The following table sets forth the finalranking of Pfizer’s performance with respect tototal shareholder return and diluted earningsper share (as reported) relative to theperformance of our pre-2005 pharmaceuticalpeer group, which consisted of Abbott

Laboratories, Baxter International Inc., Bristol-Myers Squibb Company, Colgate-PalmoliveCompany, Eli Lilly and Company, Johnson &Johnson, Merck and Co., Inc., Schering-PloughCorporation, and Wyeth. Based on the finalrankings, the Named Executive Officers receivedthe following shares under the Program:

Pfizer Relative Performance for Performance Periods Ending December 31, 2005 and Resulting Performance-Share Awards

Percentile Ranking - Percentile Ranking - Ranking - Pfizer out Ranking - Pfizer out

Total Share- of # of Change in of # of Payout Actual Actual Performance holder Peer Diluted Peer As a % Target Award - Award -

Name Period Return Companies EPS Companies of Target Award Shares Value

Dr. McKinnell . . . 2001-2005 33rd 7/10 88th 2/9 116.7% 180,000 210,000 $5,489,400Ms. Katen . . . . . . 2001-2005 33rd 7/10 88th 2/9 116.7% 109,080 127,260 $3,326,576Mr. Shedlarz . . . . 2001-2005 33rd 7/10 88th 2/9 116.7% 75,960 88,620 $2,316,527Mr. Kindler . . . . . 2002-2005 22nd 8/10 44th 6/10 66.7% 59,760 39,840 $1,041,418Dr. LaMattina . . . 2001-2005 33rd 7/10 88th 2/9 116.7% 53,460 62,370 $1,630,352

The value of the above awards is shown at the closing price of our common stock ($26.14), onFebruary 23, 2006, the payment date.

The Committee does not rely solely onpredetermined formulas or a limited set ofcriteria when it evaluates the performance ofthe Chairman and CEO and the Company’sother elected officers.

In 2005, the Committee consideredmanagement’s continuing achievement of itsshort and long-term goals versus its strategicimperatives, including Dr. McKinnell’s objectiveswhich are shown below:

• Achieve specific revenue, EPS, operatingcash flow per share, and merger-relatedsynergy goals

• Effectively communicate strategy andfinancial results to increase shareholdervalue

• Deliver more new medicines morequickly to patients, through industry-leading R&D productivity and significantin-licensing activity

• Adapting to Scale

• Promote new directions in health andwellness

• Shape a positive environment for betterhealthcare

• Developing People, Talent, and theOrganization

The Committee based their compensationdecisions for Dr. McKinnell on their assessmentof the Company’s performance and hisperformance based on the objectives listedabove.

Overall, the financial targets, whichreflected a significant stretch for theorganization given the dynamic businessenvironment and the loss of exclusivity forcertain key products, were exceeded. However, given the performance of the Company’s stockprice in 2005 when compared to prior years,the Committee felt that the goal of effectivelycommunicating strategy and financial results toincrease shareholder value was not met.

Evaluation of Executive Performance in 2005 and CEO Compensation

60

All R&D productivity and licensing goalswere met or exceeded, with, notably, fiveproducts under priority review at the FDA — anindustry first. As the R&D organizationcontinues to establish the industry standard inproductivity, the Committee determined thatperformance against this objective significantlysurpassed expectations.

In 2005, initiatives related to Adapting to Scale resulted in twice the cost reductionthat had been estimated for the year, giving a very strong start to the Company’s efforts to reduce the cost base and streamline theorganization. In addition, significantimprovements were made in streamlininggovernance and decision-making, rationalizingenterprise-wide processes, and integrating theHuman Health operating division. Althoughchallenges remain with respect to improvingcolleague engagement through effectivecommunications, the Committee believes thatoverall performance significantly surpassed the expected outcomes for this objective.

In promoting new directions in health andwellness, Pfizer’s newly launched HealthyDirections program for U.S. based colleaguesfar exceeded expectations, with over 80% ofeligible colleagues participating and over 50%of eligible spouses/partners participating. Onthe external front, Pfizer continues to leadhealth system effectiveness efforts for thepharmaceutical industry. Pfizer was the onlypharmaceutical company selected toparticipate in the Medicare chronic careimprovement program pilots, and hassignificantly expanded health solutionsinitiatives in Europe. As a result, the Committeedetermined that these goals were significantlyexceeded.

The Company is also leading efforts torebuild trust in the industry and largecompanies in general. The Committeerecognized Pfizer’s leadership in addressing theHIV/AIDS crisis around the world, developingand launching the PhRMA Partnership forPrescription Assistance (with over one millionpatients linked up to company donations byyear-end) as well as leadership in thedevelopment of the PhRMA Guiding Principleson Direct-to-Consumer Advertisements. TheCommittee also acknowledged the Company’s

significant efforts to ensure that allstakeholders understand that Pfizer is helpingto ensure affordable access to pharmaceuticalmedicines and are working toward a healthsystem based on health, wellness, andprevention. Overall, the Committee believesthat the Company surpassed expectations ofperformance against this particularlychallenging objective.

With respect to the final objective for 2005 — Developing People, Talent, and theOrganization — the Committee recognizedthat senior leadership of the Company hasbeen instrumental in developing andimplementing new People & Talent strategiesrelated to long-term development planning forkey talent, enhancing leadership skills for all“people managers”, and enabling Pfizer tobecome a global leader in attracting,developing, and engaging a diverse workforcethat delivers superior business results. As aresult, the Committee determined that thegoals of this objective were surpassed.

Based on its overall assessment, theCommittee decided to maintain Dr. McKinnell’scurrent base salary ($2,270,500) for 2006, andaward an annual incentive of $3,700,000 for2005 performance, which is a decrease of 7.2%from last year’s annual incentive award. Thetotal of all compensation for 2005 — includingsalary, bonus, other annual compensation,present value of stock options, present value ofperformance-share grants, and othercompensation — decreased by 22% comparedto the total of the same compensationawarded in 2004.

The Committee awarded Dr. McKinnell880,000 stock options in 2006, which is thesame number of options granted in 2005, andunder the new Executive Long-Term IncentiveProgram, Dr. McKinnell will receive 89,180restricted stock units and a range of 0 to178,360 performance shares for the three-yearperformance period 1/1/2006-12/31/2008. Uponhis retirement in February 2008, the stockoption grant will continue to becomeexercisable in accordance with the provisions ofthe grant and remain exercisable for theremainder of the term. At the normal vestingdate, after his retirement, the Restricted StockUnit grant and the performance share grant, ifany, will be paid to Dr. McKinnell.

61

Dr. McKinnell was awarded 880,000 stockoptions in February 2005. The number ofPerformance-Contingent shares that Dr.McKinnell may earn at the end of the five-yearperformance period 1/1/2005-12/31/2009 willrange from 0 to 288,200. The February 2005stock option grant was determined in relationto Dr. McKinnell’s 2004 performance, whichwas discussed in the 2005 Proxy Statement.

These awards were approved by theCommittee and ratified by the Board.

New Executive Long-Term Incentive Program

Effective February 23, 2006, theCompensation Committee adopted theExecutive Long-Term Incentive Program. ThisProgram consists of stock options, restrictedstock units and performance shares. Thefollowing tables set forth informationconcerning the number of stock options andrestricted stock units as well as informationabout participation of the Named ExecutiveOfficers in the performance share portion ofthe Executive Long-Term Incentive Program forthe performance period January 1, 2006 toDecember 31, 2008. Under the 2006 Program,the Named Executive Officers were awardedthe right to earn performance shares of ourcommon stock. Actual payouts of these shares,if any, will be determined by a non-discretionary formula, which measures our

performance over a three-year period usingtotal shareholder return (includingreinvestment of dividends) (“TSR”), measuredover the performance period relative to thepharmaceutical peer group. If our minimumTSR performance is below the threshold levelrelative to the peer group, then no shares willbe earned. If our TSR over the performanceperiod is above the threshold level relative tothe peer group, but is negative in the absolute,then the payout will be limited to no morethan the target award. Otherwise, to theextent the Company’s performance exceeds thethreshold performance level relative to thepeer group, a varying amount of shares ofcommon stock up to the maximum will beearned as follows:

Pfizer’s MaximumRelative Payout as aPerformance % of Target_______________ _____________

1(highest) 200%2 200%3 175%4 150%5 125%6 100%7 75%8 50%9 25%

10 0%11(lowest) 0%

62

2006 Executive Long-Term Incentive Grant

Performance Estimated FuturePeriod (or Payouts the

Number Other Period Performance-Share Program Stock Restricted ___________________________________________of Until Maturation Threshold Target Maximum Option Stock Unit

Name Shares(1) or Payment) (#)(2) (#) (#) Grant(3) Grant(4)

Dr. McKinnell. . * 1/1/06 - 12/31/08 22,295 89,180 178,360 880,000 89,180Ms. Katen. . . . . * 1/1/06 - 12/31/08 11,868 47,470 94,940 500,000 47,470Mr. Shedlarz. . . * 1/1/06 - 12/31/08 7,913 31,650 63,300 400,000 31,650Mr. Kindler. . . . * 1/1/06 - 12/31/08 6,923 27,690 55,380 400,000 27,690Dr. LaMattina . * 1/1/06 - 12/31/08 5,768 23,070 46,140 300,000 23,070(1) The actual number of shares that will be paid out at the end of the performance period, if any, cannot be determined

because the shares earned by the Officers will be based upon our future performance compared to the futureperformance of the peer group. Dividend equivalents will be reinvested during the performance period.

(2) If our performance is below the threshold level relative to the peer group, then no shares will be earned. To theextent the Company’s performance exceeds the threshold performance level relative to the pharmaceutical peergroup; a varying amount of shares of common stock up to the maximum will be earned.

(3) These options vest (become exercisable) on the third anniversary of the option grant date beginning on February 23,2009. The exercise price for these stock option grants is the fair market value of our common stock ($26.20) on thedate of the grant, February 23, 2006.

(4) These grants vest on February 23, 2009. Dividend equivalents are reinvested during the restricted period.

63

Stock Ownership Requirements

The Company maintains stock ownershiprequirements for its Named Executive Officersand other executives. “Stock ownership” isdefined to include stock owned by the officerdirectly, stock owned indirectly through theCompany’s Savings Plan, and stock awardedunder any performance-contingent shareaward grant and subsequently deferred. Underthe current guidelines of the stock ownershipprogram established by the Committee,employee Directors (currently, Dr. McKinnell)are required to own Company common stockequal in value to at least five times their annualsalaries. This program also extends to the otherNamed Executive Officers and other electedCorporate Officers, who are required to own

Company common stock equal in value to atleast four times their annual salaries. All otherparticipants in the Performance-ContingentShare Award Program are required to own anamount equal in value to three times theirannual salaries. The Committee has alsoestablished milestone guidelines that are usedto monitor progress over time toward the five-year targets as described above.

The Committee has determined that, as ofDecember 31, 2005, all Named ExecutiveOfficers have met their milestone guidelines (asshown below) and all other employees coveredby the stock ownership program have met orare making significant progress toward theirmilestone guidelines.

Stock Ownership for the Named Executive Officers

Meets Direct Shares Restricted Savings Value at Ownership Require-

Ownership Deferred Shares Plan Total 12/31/2005 Requirement ment

Dr. McKinnell . . . . 37,467 1,588,316 131,052 38,244 1,795,079 $41,897,144 $11,352,500 �

Ms. Katen . . . . . . . 173,872 631,829 82,888 62,466 951,055 22,197,624 4,704,800 �

Mr. Shedlarz . . . . . 1,441 522,827 66,666 29,204 620,138 14,474,021 3,932,400 �

Mr. Kindler* . . . . . 13,969 76,816 37,235 1,795 129,815 3,029,882 2,526,160 �

Dr. LaMattina . . . . 66,263 272,361 53,503 50,200 442,327 10,323,912 3,350,000 �

Trading in Pfizer Stock Derivatives

It is the policy of the Company thatOfficers and Directors may not purchase or selloptions on Pfizer stock, nor engage in shortsales with respect to Pfizer common stock. Also,trading by Officers and Directors in puts, calls,straddles, equity swaps or other derivativesecurities that are directly linked to Pfizer stockis prohibited.

Other Benefits

The Company provides the PfizerRetirement Annuity Plan, the Pfizer SavingsPlan and their related supplemental(restoration) plans. These plans are describedlater in the Proxy Statement under theheadings “Pfizer Retirement Annuity Plan” and“Pfizer Savings Plan”. The Company alsoprovides other benefits such as medical, dentaland life insurance and disability coverage toeach Named Executive Officer in a flexiblebenefits plan, which is also provided to all

other eligible U.S. based Pfizer employees.Under the flexible benefits plan, eligible employees, including the Named ExecutiveOfficers, can purchase a higher or lower levelof coverage in their active employee benefits.

Medical, Dental, Life Insurance andDisability Coverage

Active employee benefits such as medical,dental, life insurance and disability coverageare available to all U.S. based participantsthrough our active employee flexible benefitsplan. The Company provides up to $250,000 inlife insurance coverage and up to $300,000 inlong-term disability coverage. The value ofthese benefits is not required to be included inthe Summary Compensation Table since theyare made available on a Company-wide basis toall U.S. employees. The cost of these Company-provided benefits in 2005 for the NamedExecutive Officers was as follows:

* Since Mr. Kindler has been with Pfizer for four years, his milestone guideline is 70% of the full five-year ownershiptarget of four times salary (2.8 times salary). The value of the shares is based on the average of the high and lowtrading prices of Pfizer common stock ($23.34) on December 31, 2005.

64

Cost of Officer Active Benefits________ _________________Dr. McKinnell . . . . . . . . . $13,615Ms. Katen . . . . . . . . . . . . 8,306Mr. Shedlarz . . . . . . . . . . 17,222Mr. Kindler . . . . . . . . . . . 16,672Dr. LaMattina . . . . . . . . . 16,860

In addition to the active benefits, theCompany provides post-retirement medical,dental and life insurance coverage to its retireesin accordance with the legacy company plansunder which the eligible employees are covered.The Named Executive Officers are all coveredunder the legacy Pfizer plans. The Company’saggregate plan-wide post-retirement medicalcosts are capped at $12,000 per participant priorto age 65 and $3,000 per participant after age65. The Company also provides $200,000 of lifeinsurance coverage, which reduces ratably to$2,500 ten years after retirement.

Other Paid Time-Off Benefits

The Company also provides vacation andother paid holidays to all employees, includingthe Named Executive Officers, which arecomparable to those provided at other largecompanies.

Pfizer Retirement Annuity Plan

The Pfizer Retirement Annuity Plan (theRetirement Plan) is a funded, tax-qualified,noncontributory defined-benefit pension planthat covers certain employees, including theNamed Executive Officers. Benefits under theRetirement Plan are based upon the employee’syears of service and the employee’s highestaverage earnings for a five calendar-year periodwith us and/or our “Associate Companies,” andare payable after retirement in the form of anannuity or a lump sum. Compensation coveredby the Retirement Plan and its relatedsupplemental plan for the Named ExecutiveOfficers equals the amounts set forth in the2005 “Salary,” and “Bonus” columns of theSummary Compensation Table, as well asrestricted stock awards granted on or prior toApril 26, 2001 and any Performance-ContingentShare Awards granted for performance periodsbeginning before January 1, 2001. After thepayment of the awards for the five year periodending on December 31, 2004, no furtherPerformance-Contingent Share Awards areincluded in the determination of pensionsunder the Pfizer Retirement Annuity Plan. The

amount of annual earnings that may beconsidered in calculating benefits under theRetirement Plan is limited by law. For 2006, theannual limitation is $220,000.

Benefits under our Retirement Plan arecalculated as an annuity equal to the greater of:

• 1.4 percent of the participant’s highestfinal average earnings multiplied byyears of service; or

• 1.75 percent of such earnings less 1.5percent of Primary Social Securitybenefits multiplied by years of service.

Years of service under these formulascannot exceed 35. Contributions to theRetirement Plan are made entirely by us andare paid into a trust fund from which thebenefits of participants will be paid.

The Retirement Plan currently limitspensions paid under the Plan to an annualmaximum of $175,000, payable at age 65 inaccordance with IRS requirements. We alsohave an unfunded supplemental plan thatprovides out of our general assets an amountsubstantially equal to the difference betweenthe amount that would have been payableunder the Retirement Plan, in the absence oflegislation limiting pension benefits andearnings that may be considered in calculatingpension benefits, and the amount actuallypayable under the Retirement Plan. In certaincircumstances, we fund trusts established tosecure obligations to make payments under thesupplemental plan.

Pension Plan Table

The following table shows, for the highestaverage compensation and years of serviceindicated, the annual pension benefit payablecommencing upon retirement at age 65 underthe present benefit formula of the RetirementPlan and its related supplemental plan. Theestimated retirement benefits have beencomputed on the assumptions that:

• payments will be made in the form of a50 percent joint and survivor annuity(and both the Retirement Plan memberand spouse are age 65);

• during the period of employment theemployee received annual compensationincreases of six percent; and

• the employee retired as of December 31,2005.

65

The actual amount of pension benefitsultimately paid to a Named Executive Officermay vary based on a number of factors,including differences from the assumptionsused to calculate the amounts.

Board Policy on Pension Benefits forExecutives

The Board will seek shareholder approvalprior to the payment to any senior executivefrom the Company’s defined benefit pensionplans if his or her benefit, computed as a singlelife annuity, will exceed 100% of the seniorexecutive’s final average salary, as calculated atthe discretion of the Company’s CompensationCommittee. This policy will apply prospectively,for all benefit accruals after January 1, 2006.

For purposes of this policy, “final averagesalary” means the average of the highest fivecalendar years’ earnings, where earningsincludes salary earned during the year andannual cash incentives (or bonus) earned forthe year.

Pfizer Savings Plan

Under the Pfizer Savings Plan (the SavingsPlan), a tax-qualified retirement savings plan,participating employees may contribute up to20 percent of compensation on a before-taxbasis and 15 percent of compensation on anafter-tax basis, into their Savings Plan accounts.Total combined before-tax and after-taxcontributions may not exceed 20 percent ofregular earnings. In addition, under the Savings

Pension Plan TableYears of Service

Remuneration 15 20 25 30 35

$ 100,000 $ 16,428 $ 21,904 $ 27,380 $ 32,856 $ 38,332$ 500,000 $ 100,228 $ 133,637 $ 167,046 $ 200,456 $ 233,865$ 1,000,000 $ 204,977 $ 273,303 $ 341,629 $ 409,955 $ 478,281$ 2,000,000 $ 414,477 $ 552,636 $ 690,795 $ 828,954 $ 967,113$ 3,000,000 $ 623,976 $ 831,968 $1,039,960 $1,247,953 $1,455,945$ 4,000,000 $ 833,476 $1,111,301 $1,389,126 $1,666,951 $1,944,777$ 5,000,000 $1,042,975 $1,390,633 $1,738,292 $2,085,950 $2,433,609$ 7,500,000 $1,566,724 $2,088,965 $2,611,206 $3,133,447 $3,655,688$10,000,000 $2,090,472 $2,787,296 $3,484,120 $4,180,944 $4,877,768$12,500,000 $2,614,221 $3,485,628 $4,357,034 $5,228,441 $6,099,848$15,000,000 $3,137,969 $4,183,959 $5,229,949 $6,275,938 $7,321,928

Current Accrued Pension Benefits and Projected Benefits at Age 65

Listed below are the current and projected (to age 65) years of service and present value of thecurrent accrued pension as of December 31, 2005 for each of the Named Executive Officers. The plancurrently limits credited service to 35 years. The disclosed amounts are estimates only and do notnecessarily reflect the actual amounts that will be paid to the Named Executive Officers, which willonly be known at the time that they become eligible for payment.

Current Current Annual Present Value Age 65 Years of Accrued Pension of Current Projected Years Projected Service (Payable at Accrued of Plan Service Annual

Name (12/31/2005) age 65) Benefit(1) At Age 65 Benefit(2)

Dr. McKinnell . . . . 35 $6,502,939 $83,036,028 35 $6,518,459

Ms. Katen . . . . . . . 31 1,938,092 28,001,559 35 3,091,056

Mr. Shedlarz . . . . . 29 1,664,137 23,845,419 35 2,812,626

Mr. Kindler(3) . . . . . 4 117,099 688,309 18 536,704

Dr. LaMattina . . . . 28 803,691 11,931,590 35 1,546,692

(1) This amount is equal to the present value of the immediately payable benefit at December 31, 2005 for the officers whoare retirement eligible. Mr. Kindler’s benefit is the present value of his age 65 benefit on December 31, 2005. The presentvalue was determined using the December 2005 lump sum interest rate of 4.65% and the mortality table as indicated inthe Retirement Plan.

(2) The age 65 projected benefit is determined by continuing the December 31, 2005 final average earnings through age 65as well as including the years of service indicated in the previous column.

(3) Mr. Kindler is not currently vested in his benefits under the Retirement Plan.

66

Plan, we match an amount equal to one dollarfor each dollar contributed by participatingemployees on the first three percent of theirregular earnings and fifty cents for eachadditional dollar contributed on the next threepercent of their regular earnings. Our matchingcontributions generally are invested solely inour common stock. However, participants whoare age 40 or older may diversify varyingportions of their matching contributions.

Pursuant to IRS rules, effective for 2006,the Savings Plan limits the “additions” that canbe made to a participating employee’s accountto $44,000 per year. “Additions” include ourmatching contributions, before-taxcontributions made by us at the request of theparticipating employee under Section 401(k) ofthe Internal Revenue Code, and employeeafter-tax contributions.

Of those additions, the current maximumbefore-tax contribution is $15,000 per year (or$20,000 per year for certain participants age 50and over). In addition, no more than $220,000of annual compensation may be taken intoaccount in computing benefits under theSavings Plan.

We have a Supplemental Savings Plan topay out of general assets an amountsubstantially equal to the difference betweenthe amount that, in the absence of legislationlimiting such additions and the $220,000limitation on earnings, would have beenallocated to an employee’s account as before-tax contributions, our matching contributionsand the amount actually allocated under theSavings Plan.

In certain circumstances, we fund trustsestablished to secure obligations to makepayments under the Supplemental Plan.

Amounts deferred, if any, under the PfizerSavings Plan and the related Supplemental Planby the Named Executive Officers are includedin the “Salary” and “Bonus” columns of theSummary Compensation Table. Our matchingcontributions allocated to the Named ExecutiveOfficers under the Savings Plan and the relatedSupplemental Savings Plan are shown in the“All Other Compensation” column of theSummary Compensation Table.

Deferred Compensation

The Company also provides theopportunity to defer, as shares, Performance-Contingent Share Awards, as well asperformance shares under the 2006 ExecutiveLong-Term Incentive Program, that are earnedand otherwise would be paid under thoseprograms. Restricted stock units that wouldotherwise be paid to Named Executive Officersunder the 2006 Program will automatically bedeferred until retirement. Dividends are paidon deferred shares and reinvested. Annualincentives, as shown in the Bonus column ofthe Summary Compensation Table, may also bedeferred into a Pfizer unit fund or a fundearning interest at 120% of the Federal Long-Term rate. The rate for December, 2005 was5.61%, which is not considered an “abovemarket” interest rate by the SEC. These deferralopportunities are available to U.S. basedPerformance-Contingent Share Award Programparticipants, as well as to certain participants inother countries.

Perquisites

The Company provided certain perquisitesto senior management in 2005 as summarizedbelow.

Company Aircraft

With the approval of the Chairman andCEO, the Company’s aircraft were used in thefollowing situations:

• Upon the establishment of the ExecutiveCommittee of Pfizer, members of theExecutive Committee were allowed touse the aircraft for business purposes.The Executive Committee (“EC”) consistsof the Chairman and CEO and the threeVice-Chairmen;

• A spouse/partner was allowed toaccompany the EC member on theaircraft for Pfizer business purposes;

• Under our policies, approximately 20hours of personal use of each type ofaircraft (fixed wing and helicopter) aregenerally allowed for use by the ECmember and guests, flying on the sameflight. On rare occasions, non-employee

67

Directors, when traveling on Pfizerbusiness, may be accompanied by familymembers.

For total compensation purposes, in 2005we valued the incremental cost of the personaluse of Company aircraft, using a method thattakes into account:

• landing/parking/flight planning servicesexpenses;

• crew travel expenses;

• supplies and catering;

• aircraft fuel and oil expenses per hour offlight;

• aircraft accrual expenses per hour offlight;

• maintenance, parts & external labor(inspections and repairs) per hour offlight;

• any customs, foreign permit and similarfees; and

• passenger ground transportation.

For tax purposes, as a result of therecommendations contained in anindependent, third-party security study, theBoard of Directors passed a resolutionrequiring that Dr. McKinnell use Companyaircraft for personal travel. Under IRSregulations, if there is an independent, third-party security study, such personal use is valuedat two times the Standard Industry Fare Level(SIFL) rates, as published by the IRS. For taxpurposes, we valued Dr. McKinnell’s personaluse of Company aircraft at this multiple of theSIFL rate. For all other Named ExecutiveOfficers, personal use of an airplane was valuedat four times the SIFL rate and helicopter usewas valued at three times that rate. The SIFLrate is only used for calculating the taxableincome to the executive.

Car and Driver

For total compensation purposes, for allNamed Executive Officers, the incremental costof personal use of a Company car has beenvalued at the cost of the annual lease, aportion of the cost of the driver, and fuel. Thepolicy on the use of the cars for 2005 isoutlined below:

• cars and drivers were available to all ECmembers for business reasons;

• for security reasons, cars and driverswere available to the CEO for personaluse, and available to the three Vice-Chairmen for commutation;

• a spouse/partner of an EC member, ifunaccompanied by the EC member, wasallowed to use a Company-leased car forPfizer business purposes only.

For tax purposes, with respect to thepersonal use by the CEO and commutation forthe three Vice-Chairmen, the cost of the carsand fuel were imputed as income and grossedup for all taxes. As a result of therecommendations contained in anindependent, third-party security study, thecost of the drivers was not charged as incomefor tax purposes.

Other Perquisites

The Company provides a taxable allowanceof up to $10,000 to our executive officers forfinancial counseling services, which may includetax preparation and estate planning services.We value this benefit based on the actualcharge for the services.

The Company does not provide orreimburse for country club memberships forany officers. The Company maintains a limitednumber of memberships that may be used forbusiness purposes. Home security systems wereavailable to the EC members.

The following table summarizes theincremental value of perquisites for the NamedExecutive Officers in 2005.

68

Incremental Cost of Perquisites Provided to Named Executive Officers in 2005

Financial Company TaxName Aircraft Usage Counseling Car Usage Security Apt. Gross-up Total______ ______________ ____________ ____________ ____________ ____________ ____________ ____________

Dr. McKinnell . . . $43,855 $ 8,500 $63,120 $13,513 — $16,826 $145,814

Ms. Katen . . . . . . 81,941 10,000 43,663 — — 8,040 143,644

Mr. Shedlarz . . . . 40,320 7,800 40,002 — — 11,071 99,193

Mr. Kindler . . . . . 43,923 10,000 34,491 1,147 — 9,818 99,379

Dr. LaMattina . . . 1,166 10,000 — — 3,034 142 14,342

The aggregate value of all perquisitesreceived by each of the Named ExecutiveOfficers, based on the valuation methodologyused in 2003 and 2004, did not exceed $50,000.

Severance and Change-in-Control Benefits

Upon certain types of terminations ofemployment (other than a terminationfollowing a change in control of the Company),severance benefits may be paid to the NamedExecutive Officers. The severance benefitspayable to Dr. McKinnell are addressed in hisemployment agreement, discussed below, andhe would receive the benefits provided to himunder that arrangement. The other NamedExecutive Officers are not covered under ageneral severance plan and any severancebenefits payable to them would be determinedby the Compensation Committee in itsdiscretion.

Employment Agreement for ChiefExecutive Officer

In 2001, we entered into an employmentagreement with Dr. McKinnell that provides forhis employment as Chief Executive Officer ofthe Company through February 29, 2008. Dr.McKinnell’s agreement provides that he willreceive an annual base salary of at least$1,350,000, and will be eligible to receive anincentive bonus in accordance with theguidelines established by the CompensationCommittee, as well as to participate in ourexecutive benefit and incentive plans (includingstock-based plans).

Under the terms of the agreement, if Dr.McKinnell’s employment is terminated byreason of death, disability or retirement, he or

his estate is entitled to receive (a) a paymentequal to his base salary through the date oftermination to the extent not already paid, (b)a prorated portion of his incentive bonus basedon his prior year’s incentive bonus, (c) his actualearned incentive bonus for any period notalready paid, (d) amounts to which he isentitled under our benefit plans, (e) vesting ofoutstanding unvested stock options and otherequity-based awards, and (f) continuedcoverage in our health benefit plans. If Dr.McKinnell’s employment is terminated by theCompany without cause or by Dr. McKinnell forgood reason (as defined in the agreement), heis entitled to receive (a) a payment equal to hisbase salary earned but unpaid through thedate of termination, a prorated portion of hisincentive bonus based on the prior year’sincentive bonus, and any incentive bonusamount earned but not yet paid, (b) a paymentequal to his annual base salary plus the mostrecent year’s incentive bonus multiplied by thegreater of (i) two or (ii) the number of yearsremaining on the contract, (c) vesting ofoutstanding unvested stock options and equity-based awards, (d) benefits under all plans for aperiod of two years following termination, aswell as vesting of all awards under the plans,and (e) continued coverage in the Company’shealth benefit plans.

If any payment or distribution by theCompany to Dr. McKinnell is determined to besubject to the excise tax imposed by Section4999 of the Internal Revenue Code, he isentitled to receive from the Company apayment on an after-tax basis equal to thefederal, state and local income and excise taxesimposed, and any penalties and interest. Theagreement also contains provisions that restrict

69

Dr. McKinnell’s ability to: engage in anybusiness that is competitive with the Company’sbusiness for a period of one year following hisretirement or termination for cause or withoutgood reason; or to solicit Company employeesfor a period of two years following suchretirement or termination.

Severance Agreements

We have entered into change-in-controlseverance agreements with most of our electedcorporate officers, including each of theNamed Executive Officers. The agreementscontinue through September 30 of each year,and provide that they are to be automaticallyextended in one-year increments unless wegive prior notice of termination.

These agreements are intended to providefor continuity of management in the event ofa change in control. The agreements providethat covered executive officers could beentitled to certain severance benefitsfollowing a change in control of the Company.If, following such a change in control, theexecutive officer is terminated for any reason,other than for disability or for cause, or if suchexecutive officer terminates his or heremployment for good reason (as defined inthe agreements), then the executive officer isentitled to a severance payment that will be2.99 times the greater of (i) the executiveofficer’s base amount, as defined in theagreements or (ii) the sum of the executiveofficer’s (a) base salary in effect at the time oftermination and (b) the higher of the (x) lastfull-year annual incentive payment or (y)target annual incentive payment for the yearin which termination occurs. The severancepayment generally would be made in the formof a lump sum.

In addition, in the event of such atermination following a change in control,under the agreements each covered electedofficer, other than the Named ExecutiveOfficers, would receive a payout of alloutstanding Performance-Contingent ShareAwards that had been granted prior to thedate of termination at the maximum amountsthat could have been earned pursuant to theawards, along with all shares earned butdeferred in accordance with the deferral

feature of the Pfizer Inc. 2004 Stock Plan, the2001 Performance-Contingent Share AwardPlan and its predecessor program. The NamedExecutive Officers would receive a payout of allPerformance Contingent Share Awards at thetarget amounts. The covered elected officeralso would receive a benefit payable from ourgeneral funds calculated using the benefitcalculation provisions of our RetirementAnnuity Plan and our unfunded SupplementalRetirement Plan with the following additionalfeatures:

• the executive officer would receivecredit for an additional three years ofservice and compensation for purposesof calculating such benefit;

• the benefit would commence at age 55(or upon the date of termination, if theexecutive officer is then over age 55)and for this purpose, three years wouldbe added to the executive officer’s age;

• such benefit would be furtherdetermined without any reduction onaccount of its receipt prior to age 65;and

• such benefit would be offset by anyamounts otherwise payable under ourRetirement Annuity Plan and unfundedSupplemental Retirement Plan.

The executive officer would also becomevested in all other benefits available to ourretirees. All restrictions on restricted stockawarded to such executive officer would lapseand all unvested options granted to suchexecutive officer would vest and becomeexercisable for the remainder of the term ofthe option.

If a change in control occurs, theagreements are effective for a period of fouryears from the end of the then existing term.Under the severance agreements, a change incontrol would include any of the followingevents:

• any “person,” as defined in theSecurities Exchange Act of 1934, asamended, acquires 20 percent or moreof our voting securities;

70

• a majority of our Directors are replacedin certain circumstances during a two-year period; or

• shareholders approve certain mergers, ora liquidation or sale of our assets.

In the event that any payments made inconnection with a change in control would besubjected to the excise tax imposed by Section4999 of the Internal Revenue Code, we will“gross up”, on an after-tax basis, the executiveofficer’s compensation for all federal, state andlocal income and excise taxes and any penaltiesand interest.

In certain circumstances, we fund trustsestablished to secure our obligations to makepayments under the severance agreements inadvance of the time payment is due.

Under the individual severanceagreements with the Named Executive Officers

that address their termination of employmentfollowing a change in control of the Company,each Named Executive Officer would beentitled to receive the following estimatedbenefits. These disclosed amounts are estimatesonly and do not necessarily reflect the actualamounts that would be paid to the NamedExecutive Officers, which would only be knownat the time that they become eligible forpayment and would only be payable if achange in control were to occur. The Tablereflects the amount that could be payableunder the various arrangements assuming thatthe change of control occurred at December31, 2005, including a gross-up for certain taxesin the event that any payments made inconnection with a change in control would besubject to the excise tax imposed by Section4999 of the Internal Revenue Code.

Estimated Current Value of Change-in-Control Benefits

Early Early Pension Performance Vesting Vesting of Estimated

Severance Enhance- Shares at of Stock Restricted Tax Gross Name Amount(1) ment(2) Target(3) Options(4) Stock(5) Other(6) Up(7) Total

Dr. McKinnell . . . . . . $17,851,795 $ 337,000 $19,447,000 — $458,000 — $ 8,486,572 $46,580,367

Ms. Katen . . . . . . . . . 8,108,282 16,022,000 8,794,000 — 254,000 — 8,306,994 41,485,276

Mr. Shedlarz . . . . . . . 6,192,589 12,577,000 6,863,000 — 204,000 — 5,778,389 31,614,978

Mr. Kindler . . . . . . . . 5,687,578 1,805,000 6,282,000 — 100,000 160,000 3,975,463 18,010,041

Dr. LaMattina . . . . . . 4,858,152 8,693,000 5,539,000 — 176,000 — 5,548,589 24,814,741

(1) This amount represents the 2.99 times the greater of (i) the executive officer’s base amount, as defined above or (ii)the sum of the executive officer’s (a) base salary in effect at the time of termination and (b) the higher of the (x) lastfull-year annual incentive payment or (y) target annual incentive payment for the year in which termination occurs.These amounts are based on the 2005 salary and bonus paid in 2006 for 2005 performance.

(2) This amount represents the present value of an additional three years of service and elimination of the earlyretirement reduction under the pension plan.

(3) This amount represents the payout of all outstanding Performance-Contingent Share Awards at the target payoutlevel based on the Company’s closing stock price on December 31, 2005 ($23.32).

(4) & (5) These awards would become vested and the number shown represents the IRS value under section 4999 of the Codedue to the vesting of the awards.

(6) This amount represents the present value of post-retirement medical coverage for Mr. Kindler since he does notcurrently meet the requirement for coverage.

(7) The estimated tax gross up is based on the 20% excise tax, grossed up for taxes, on the amount of severance and otherbenefits above each individual’s average five-year W-2 earnings times 2.99.

The Compensation Committee:

Mr. BurtMr. IkenberryMr. Lorch Dr. Mead (Chair)

71

Performance Graphs

The ten and five year performance graphs below compare our total shareholder returns(assuming reinvestment of dividends) with the Standard and Poor’s Composite Stock Index (S&P 500)and those of the peer groups described below.

The graphs assume $100 invested at the per-share closing price of the common stock on theNew York Stock Exchange Composite Tape on each of December 31, 1995 and December 31, 2000,respectively, in Pfizer and each of the indices. We believe that Pfizer’s performance is best comparedwith peer organizations over a ten-year period, in so far as the development and clinical trial processfor new medicines, plus the time it takes a new medicine to be widely accepted by formularies in theUnited States, is roughly ten years.

Ten Year Performance Graph

1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005

PFIZER 100.0 134.0 243.7 411.7 323.2 462.4 404.6 315.0 370.9 288.2 257.6PEER GROUP(OLD) 100.0 124.6 188.2 267.3 242.5 317.7 274.3 214.0 221.0 224.9 223.5

PEER GROUP(NEW) 100.0 125.0 181.0 256.1 256.2 316.9 274.6 215.4 245.1 246.5 262.0

S&P 500 100.0 123.0 164.0 210.8 255.2 232.0 204.4 159.2 204.9 227.2 238.3

50

100

150

200

250

300

350

400

450

500

20052004200320022001200019991998199719961995

PFIZER __ __ __ PEER GROUP (Old)(1) _______ PEER GROUP (New)(1) --------- S&P 500

72

Five Year Performance Graph

50

70

90

110

200520042003200220012000

(1) For 2005, Pfizer’s pharmaceutical peer group consisted of the following companies: Abbott Laboratories, Amgen,AstraZeneca, Bristol-Myers Squibb Company, Eli Lilly and Company, GlaxoSmithKline, Johnson & Johnson, Merck andCo., Schering-Plough Corporation and Wyeth (New Peer Group). Prior to that, Pfizer’s pharmaceutical peer group wascomprised of Abbott Laboratories, Baxter International, Bristol-Myers Squibb Company, Colgate-Palmolive Company, EliLilly and Company, Johnson & Johnson, Merck and Co., Schering-Plough Corporation, and Wyeth (Old Peer Group).We believe that the companies included in the New Peer Group are more reflective of the Company’s core business,and therefore will provide a more meaningful comparison of stock performance. We have included the New PeerGroup in the graph to show what the comparison to those companies would have been if the New Peer Group hadbeen in place during the periods shown in the two graphs.Pfizer merged with Warner-Lambert Company in 2000. Warner-Lambert Company was included as part of our PeerGroup in our Proxy Statement for 1999.Pharmacia & Upjohn, Inc. merged with Monsanto Company to form Pharmacia Corporation in 2000. PharmaciaCorporation completed the spin-off of the Monsanto Company in August 2002. Pfizer merged with PharmaciaCorporation in 2003. Pharmacia was included as part of our Peer Group in proxy statements in the five-year periodfrom 1998 to 2002.

PFIZER __ __ __ PEER GROUP (Old)(1) _______ PEER GROUP (New)(1) --------- S&P 500

2000 2001 2002 2003 2004 2005

PFIZER 100.0 87.5 68.1 80.2 62.3 55.7PEER GROUP (OLD) 100.0 86.4 67.3 69.6 70.8 70.4PEER GROUP (NEW) 100.0 88.6 68.0 77.3 77.8 82.7S&P 500 100.0 88.1 68.6 88.3 97.9 102.7

73

Equity Compensation Plan InformationThis table provides certain information as of December 31, 2005 with respect to our equity

compensation plans:(c)

Number of securities remaining available for

(a) (b) future issuance under Number of securities Weighted-average equity compensation

to be issued upon exercise exercise price of plans (excluding of outstanding options, outstanding options, securities reflected in

Plan category warrants and rights warrants and rights column (a))_________________ _______________________________ _________________________ _____________________________

Equity compensation plans approved by security holders 483,049,774(1) $34.98 385,930,586(2)

Equity compensation plans not approved by security holders 0 N/A 0

Total 483,049,774 $34.98 385,930,586

On April 16, 2003, Pfizer acquired Pharmacia Corporation and assumed various stock-based plans.No subsequent grants will be made from any of these plans. As of December 31, 2005, under thePharmacia 2001 Long-Term Incentive Plan, 50,986,820 shares were issuable upon the exercise ofoutstanding stock options, including 5,373,542 outstanding reload options, at a weighted averageexercise price of $30.51. The reload obligations will be satisfied under this plan from the remaining16,609,672 shares available. In addition, under the other assumed Pharmacia plans, as of December 31,2005, there were 81,147,958 shares issuable upon the exercise of outstanding stock options, and thoseoptions had a weighted average exercise price per share of $30.55. Information regarding these variousoptions is not included in the above table.

On June 19, 2000, Pfizer acquired Warner-Lambert Company and assumed stock optionsoutstanding under various Warner-Lambert plans pursuant to which no subsequent awards have beenor will be made. As of December 31, 2005, there were 27,592,635 shares issuable upon the exercise ofstock options under these plans, and those options had a weighted average exercise price per share of$22.90. In addition, 460,082 shares were issuable pursuant to the Warner-Lambert 1996 Stock Plan insettlement of Warner-Lambert Directors’ compensation that had been deferred by certain formerWarner-Lambert Directors prior to Pfizer’s acquisition of Warner-Lambert. Information regarding thoseoptions and shares is not included in the above table.

(1) This amount includes the following:• 467,676,553 shares issuable upon the exercise of outstanding stock options.• 2,559,510; 11,025,711; and 1,788,000 shares, respectively, issuable pursuant to outstanding share awards that have beengranted under the Pfizer Inc. 2004 Stock Plan, the Pfizer Inc. 2001 Performance-Contingent Share Award Plan, and the previousPfizer Inc. Performance-Contingent Share Award Program, but not yet earned as of December 31, 2005. The number of shares,if any, to be issued pursuant to such outstanding awards will be determined by a non-discretionary formula that measures ourperformance, in terms of total shareholder return and diluted earnings-per-share growth, over the applicable performanceperiod relative to the performance of the pharmaceutical peer group. Since these awards have no exercise price, they are notincluded in the weighted average exercise price calculation in column (b).

(2) This amount represents the number of shares available (385,930,586) for issuance pursuant to stock options and awards thatcould be granted in the future under the Pfizer Inc. 2004 Stock Plan. In accordance with plan provisions, any option grantedunder the Plan will reduce the available number of shares on a one-to-one basis and any whole share award granted willreduce the available number of shares on a three-to-one basis.

74

The Pfizer Inc. 2004 Stock Plan

Under the Pfizer Inc. 2004 Stock Plan, ouremployees may be granted stock options, stockawards (including restricted stock), stockappreciation rights, performance-contingentawards and other equity-based awards. The2004 Stock Plan also provides the flexibility togrant equity-based awards to our non-employee Directors.

Where an employee also is an electedcorporate officer, the performance criteria forawards granted under the Plan are determinedby the Compensation Committee. Anyexecutive performance award is expected toinclude total shareholder return as aperformance measure and also could includeother measures such as: revenues, costreductions, operating income, income beforetaxes, net income, adjusted net income,earnings per share, adjusted earnings pershare, operating margins, working capitalmeasures, return on assets, return on equity,return on invested capital, cash flow measures,market share, and/or economic value added, ofthe Company, or the affiliate or division of theCompany for or within which the participant isprimarily employed.

Performance goals may be based on theachievement of specified levels of Companyperformance (or performance of the applicableaffiliate or division of the Company) under oneor more of the measures described above,relative to the performance of othercorporations or comparable businesses. Theperformance goals will be set by theCommittee within the time period prescribedby, and will otherwise comply with, therequirements of Section 162(m) of the InternalRevenue Code.

The material terms of the stock optionsgranted in 2005 under this Plan generally are asfollows:

• options vest after three or more yearsfrom the grant date;

• options carry a three month exerciseperiod, for vested options, aftertermination; and

• options can be exercised for up to thefull term of the grant if the recipient hasheld the option for more than one yearfrom the grant date and is age 55 with10 years of service upon termination.

This Plan was approved by ourshareholders at our 2004 Annual Meeting andreplaced the 2001 Stock and Incentive Plan andthe 2001 Performance-Contingent Share AwardPlan (the “2001 Plans”).

2001 Stock and Incentive Plan

Under the 2001 Stock and Incentive Plan,our employees were granted stock options,stock awards (including restricted stock awards)and Performance-based stock awards, as aresult of either a general grant or an awardbased on having met certain performancecriteria. Where an employee was an electedcorporate officer, the performance criteriawere determined by the CompensationCommittee. Our non-employee Directors werenot eligible to participate in this Plan.

Options granted prior to April 22, 2004,were granted under the 2001 Plan. The 2001 Plan was replaced by the Pfizer Inc. 2004 StockPlan, as described above, and no furtheroptions or awards will be granted under the2001 Plan. However, outstanding awards andoptions granted under the 2001 Plan, or underour previous Stock and Incentive Plan, willcontinue to vest, and the options may beexercised, in the future.

2001 Performance-Contingent Share Award Plan

Under the 2001 Performance-ContingentShare Award Plan, participating employeeswere granted an opportunity by theCompensation Committee to earn shares ofPfizer common stock, subject to attainingcertain performance criteria. The performanceformula was nondiscretionary and wascomprised of two performance criteria:

• total shareholder return (includingreinvestment of dividends); and

• growth in diluted earnings per share;

measured over the applicable performanceperiod relative to the performance of the OldPeer Group. Our 100 highest-ranking

Long-Term Compensation Plans

75

employees were eligible to participate. Allawards granted under the Plan were basedupon a five-year performance period.

Awards granted under our previousperformance-contingent share award programwere based on the same performance criteriadescribed above.

Awards for performance periodsbeginning in 2005, as shown in the table underthe heading “Long-Term Incentive Plan Awardsin 2005” were granted under the 2004 StockPlan, generally with the same criteria as underthe previous plan. After the 2004 awards weregranted, the 2001 Performance-ContingentShare Award Plan was replaced by the 2004Pfizer Inc. Stock Plan, as described above, andno further awards will be granted under the2001 Plan. However, outstanding awardsgranted under the 2001 Plan, or under ourprevious performance-contingent share awardprogram, will continue to vest in the future.

Awards earned by the Named ExecutiveOfficers under the 2001 Performance-Contingent Share Award Plan and the previousaward program for the performance periodended December 31, 2005, are shown in the“LTIP Payouts” column of the SummaryCompensation Table. Receipt of sharesawarded under the current and previous Plansmay be deferred.

Executive Annual Incentive Plan

The Named Executive Officers and othersenior employees participate in the ExecutiveAnnual Incentive Plan. The Plan is intended toensure the tax deductibility of the executive’sbonus for the Company. The maximumindividual annual bonus under this plan is 0.3%(three tenths of one percent) of Adjusted NetIncome. The Annual Incentive Plan defines“Adjusted Net Income” to mean income beforecumulative effect of accounting changes asshown on the audited Consolidated Statementof Income of the Company. If income beforethe cumulative effect of accounting changes isnot shown on the Statement, then AdjustedNet Income will mean net income as shown onthe Statement. Receipt of bonuses paid fromthis Plan can be deferred by the executivesuntil a later date or retirement. Such deferredbonuses may be invested under the Pfizer Inc.Deferred Compensation Plan in either a Pfizerunit fund (shares plus reinvested dividends) ora fund earning 120% of the federal long-termrate. As of December 31, 2005, this rate was5.61%.

Warner-Lambert Company 1996 Stock Plan

Under the Warner-Lambert 1996 StockPlan, as a result of our merger with Warner-Lambert, all stock options and restricted stockawards outstanding as of June 19, 2000,became immediately exercisable or vested.

Under this Plan, the Directors of Warner-Lambert could elect to defer any or all of thecompensation they received for their services.These deferred amounts could have beencredited to a Warner-Lambert Common StockEquivalent Account (the Equivalent Account).That Equivalent Account was credited, as of theday the fees would have been payable, withstock credits equal to the number of shares ofWarner-Lambert common stock that couldhave been purchased with the dollar amountof such deferred fees. The former Warner-Lambert Directors—Messrs. Burt, Gray, Howell,and Lorch—who joined our Board after themerger, had deferred compensation and wereentitled to Warner-Lambert stock credits in theEquivalent Account under this Plan. Dividendsreceived under this Plan are reinvested. Uponthe closing of the merger, these Warner-Lambert stock credits were converted intoPfizer stock equivalent units. These units will bepayable in Pfizer common stock at varioustimes in accordance with the Director’selection. These units are described in footnote1 to the table entitled “Securities Ownership ofOfficers and Directors.”

Indemnification

We indemnify our Directors and most ofour elected officers to the fullest extentpermitted by law so that they will be free fromundue concern about personal liability inconnection with their service to the Company.This is required under our By-laws, and we havealso entered into agreements with certain ofthose individuals contractually obligating us toprovide this indemnification to them.

76

Under the rules of the SEC, if a shareholderwants us to include a proposal in our ProxyStatement and form of proxy for presentationat our 2007 Annual Meeting of Shareholders,the proposal must be received by us at ourprincipal executive offices at 235 East 42ndStreet, New York, NY 10017-5755 by November17, 2006. The proposal should be sent to theattention of the Secretary of the Company.

Under our By-laws, and as permitted bythe rules of the SEC, certain procedures areprovided that a shareholder must follow tonominate persons for election as Directors or tointroduce an item of business at an AnnualMeeting of Shareholders. These proceduresprovide that nominations for Directornominees and/or an item of business to beintroduced at an Annual Meeting ofShareholders must be submitted in writing tothe Secretary of the Company at our principalexecutive offices. We must receive the notice ofyour intention to introduce a nomination or topropose an item of business at our 2007Annual Meeting no later than:

• 60 days in advance of the 2007 AnnualMeeting if it is being held within 30 dayspreceding the anniversary of the date(April 27, 2006) of this year’s Meeting; or

• 90 days in advance of the 2007 AnnualMeeting if it is being held on or after theanniversary of the date of this year’sMeeting.

For any other meeting, the nomination oritem of business must be received by the tenthday following the date of public disclosure ofthe date of the meeting.

Our Annual Meeting of Shareholders isgenerally held on the fourth Thursday of April.Assuming that our 2007 Annual Meeting isheld on schedule, we must receive notice ofyour intention to introduce a nomination orother item of business at that meeting byFebruary 26, 2007. If we do not receive noticeby that date, or if we meet certain otherrequirements of the SEC rules, the personsnamed as proxies in the proxy materialsrelating to that meeting will use their

discretion in voting the proxies when thesematters are raised at the meeting.

The nomination must contain thefollowing information about the nominee:

• name;

• age;

• business and residence addresses;

• principal occupation or employment;

• the number of shares of common stockbeneficially owned by the nominee;

• the information that would be requiredunder the rules of the SEC in a ProxyStatement soliciting proxies for theelection of such nominee as a Director;and

• a signed consent of the nominee toserve as a Director of the Company, ifelected.

Notice of a proposed item of business mustinclude:

• a brief description of the substance of,and the reasons for conducting, suchbusiness at the Annual Meeting;

• the shareholder’s name and address asthey appear on our records;

• the number of shares of common stockbeneficially owned by the shareholder(with supporting documentation whereappropriate); and

• any material interest of the shareholderin such business.

The Board is not aware of any matters thatare expected to come before the 2006 AnnualMeeting other than those referred to in thisProxy Statement. If any other matter shouldcome before the Annual Meeting, the ProxyCommittee appointed by the Board ofDirectors intends to vote the proxies inaccordance with their best judgment.

The chairman of the Meeting may refuseto allow the transaction of any business, or toacknowledge the nomination of any person,

REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS

AND OTHER BUSINESS OF SHAREHOLDERS

77

not made in compliance with the foregoingprocedures.

Whether or not you plan to attend theMeeting, please vote by telephone, on theInternet, or by mail.

If you vote by telephone, the call is toll-free. No postage is required for mailing in theUnited States.

By order of the Board of Directors,

Margaret M. ForanSenior Vice President—Corporate Governance,Associate General Counsel and Corporate SecretaryMarch 16, 2006

i

Determination of Independence

To be considered “independent” forpurposes of these standards, a director must bedetermined, by resolution of the Board as awhole, after due deliberation, to have nomaterial relationship with the Company otherthan as a director. These determinations will bemade public annually prior to the directorsstanding for election to the Board. Except asotherwise noted below, the “Company”includes Pfizer Inc. and its consolidatedsubsidiaries. In each case, the Board shallbroadly consider all relevant facts andcircumstances and shall apply the followingstandards:

1. In no event will a director be considered“independent” if:

(i) the director is, or has been within thelast three years, an employee of theCompany; or

(ii) an immediate family member of thedirector is, or has been within the lastthree years, an executive officer of theCompany; or

(iii) the director has received, or has animmediate family member who hasreceived, during any twelve-monthperiod within the last three years, morethan $100,000 in direct compensationfrom the Company (other than director’sfees and pension or other forms ofdeferred compensation for prior servicewith the Company); or

(iv) (A) the director or an immediate familymember of the director is a currentpartner of the firm that is the Company’sindependent registered publicaccounting firm; or (B) the director is acurrent employee of such firm; or (C) thedirector has an immediate familymember who is a current employee ofsuch firm and who participates in thefirm’s audit, assurance or tax compliance(but not tax planning) practice, or (D)the director or an immediate family

member of the director was within thelast three years (but is no longer) apartner or employee of such firm andpersonally worked on the Company’saudit within that time; or

(v) an executive officer of the Companyserves or served on the compensationcommittee of the board of directors of acompany that, at the same time withinthe last three years, employs oremployed either the director or animmediate family member of thedirector as an executive officer.

2. Audit Committee members may not haveany direct or indirect financial relationshipwhatsoever with the Company other thanas directors, and may not be affiliatedpersons of the Company. Audit committeemembers may receive directors’ fees, in theform of cash, stock, stock units, stockoptions or other in-kind considerationordinarily available to directors, and fixedamounts of compensation for prior servicewith the Company.

3. No director, or immediate family memberof a director, may serve as a paidconsultant or advisor to the Company or toany executive officer of the Company, ormay have a personal services contract withthe Company or with any executive officerof the Company.

4. The following commercial relationshipswill not be considered to be materialrelationships that would impair a director’sindependence: (i) if a director is a currentemployee, or an immediate family memberof a director of the Company is a currentexecutive officer of another company thatdoes business with the Company and theannual sales to, or purchases from, theCompany in any of the last three fiscalyears were less than one percent of theannual revenues of the company thedirector or the director’s immediate familymember serves as an executive officer oremployee, as applicable; or (ii) if a director

ANNEX 1

Director Qualification Standards

ii

or an immediate family member of adirector of the Company is an executiveofficer of another company which isindebted to the Company, or to which theCompany is indebted, and the totalamount of either company’s indebtednessto the other is less than one percent of thetotal consolidated assets of the companyhe or she serves as an executive officer.

5. The following not-for-profit relationshipwill not be considered to be a materialrelationship that would impair a director’sindependence: if a director of theCompany, or a director’s spouse, serves asan executive officer of a not-for-profitorganization, and the Company’s, or thePfizer Foundation’s discretionary charitablecontributions to the organization, in theaggregate, are less than two percent (or$1,000,000, whichever is greater) of thatorganization’s latest publicly availabletotal revenues.

6. Annually, the Board will review allcommercial and charitable relationships ofdirectors to determine whether directorsmeet the categorical independence tests

described in paragraphs 4 and 5. TheBoard may determine that a director whohas a relationship that exceeds the limitsdescribed in paragraph 4 (to the extentthat any such relationship would notconstitute a bar to independence underthe New York Stock Exchange listingstandards) or paragraph 5, is nonethelessindependent. The Company will explain inthe next proxy statement the basis for anyBoard determination that a relationship isimmaterial despite the fact that it does notmeet the categorical standards set forth inparagraphs 4 or 5.

7. The Company will not make any personalloans or extensions of credit to directors orexecutive officers.

8. To help maintain the independence of theBoard, all directors are required to deal atarm’s length with the Company and itssubsidiaries and to disclose circumstancesmaterial to the director that might beperceived as a conflict of interest.

iii

Status

The Audit Committee is a committee ofthe Board of Directors.

Membership

The Audit Committee shall consist of threeor more directors all of whom in the judgmentof the Board of Directors shall be independentin accordance with New York Stock Exchangelisting standards. Each member shall in thejudgment of the Board of Directors have theability to read and understand the Company’sbasic financial statements or shall at the timeof appointment undertake training for thatpurpose. At least one member of the AuditCommittee shall in the judgment of the Boardof Directors be an audit committee financialexpert in accordance with the rules andregulations of the Securities and ExchangeCommission and at least one member (whomay also serve as the audit committee financialexpert) shall in the judgment of the Board ofDirectors have accounting or related financialmanagement expertise in accordance with NewYork Stock Exchange listing standards.

Purpose

The Audit Committee shall represent andassist the Board of Directors with the oversightof: (a) the integrity of the Company’s financialstatements and internal controls, (b) theCompany’s compliance with legal andregulatory requirements, (c) the independentregistered public accounting firm’squalifications and independence and (d) theperformance of the Company’s internal auditfunction and the independent registered publicaccounting firm. Except as otherwise requiredby applicable laws, regulations or listingstandards, all major decisions are considered bythe Board of Directors as a whole.

Responsibilities

1. Select and retain (subject to approval bythe Company’s stockholders), evaluate andterminate when appropriate, the

independent registered public accountingfirm, set the independent registered publicaccounting firm’s compensation, overseethe work of the independent registeredpublic accounting firm and pre-approve allaudit services to be provided by theindependent registered public accountingfirm.

2. Pre-approve all permitted non-auditservices to be performed by theindependent registered public accountingfirm and establish policies and proceduresfor the engagement of the independentregistered public accounting firm toprovide permitted audit and non-auditservices.

3. At least annually, receive and review: (a) areport by the independent registeredpublic accounting firm describing theindependent registered public accountingfirm’s internal quality-control proceduresand any material issues raised by the mostrecent internal quality-control review, peerreview or Public Company AccountingOversight Board (PCAOB) review, of theindependent auditing firm, or by anyinquiry or investigation by governmentalor professional authorities, within thepreceding five years, respecting one ormore independent audits carried out bythe firm, and any steps taken to deal withany such issues; and (b) other requiredreports from the independent registeredpublic accounting firm.

4. At least annually, consider theindependence of the independentregistered public accounting firm,including whether the provision by theindependent registered public accountingfirm of permitted non-audit services iscompatible with independence, and obtainand review a report from the independentregistered public accounting firmdescribing all relationships between thefirm and the Company.

ANNEX 2

CharterAudit Committee

iv

5. Review with the independent registeredpublic accounting firm:

(a) the scope and results of the audit;

(b) any problems or difficulties that theauditor encountered in the course of theaudit work, and management’sresponse; and

(c) any questions, comments or suggestionsthe auditor may have relating to theinternal controls, and accountingpractices and procedures, of theCompany or its subsidiaries.

6. Review, at least annually, the scope andresults of the internal audit program,including then current and futureprograms of the Company’s Internal AuditDepartment, procedures for implementingaccepted recommendations made by theindependent registered public accountingfirm, and any significant matters containedin reports from the Internal AuditDepartment.

7. Review with the independent registeredpublic accounting firm, the Company’sInternal Audit Department, andmanagement: (a) the adequacy andeffectiveness of the systems of internalcontrols (including any significantdeficiencies and significant changes ininternal controls reported to the AuditCommittee by the independent registeredpublic accounting firm or management),accounting practices, and disclosurecontrols and procedures (and managementreports thereon), of the Company and itssubsidiaries; and (b) current accountingtrends and developments, and take suchaction with respect thereto as may bedeemed appropriate.

8. Review with management and theindependent registered public accountingfirm the annual and quarterly financialstatements of the Company, including: (a)any material changes in accountingprinciples or practices used in preparingthe financial statements prior to the filingof a report on Form 10-K or 10-Q with theSecurities and Exchange Commission; (b)disclosures relating to internal controlsover financial reporting; (c) the items

required by Statement of AuditingStandards 61 as in effect at that time in thecase of the annual statements andStatement of Auditing Standards 100 as ineffect at that time in the case of thequarterly statements; and (d) meet toreview the Company’s specific disclosuresunder “Management’s Discussion andAnalysis of Financial Conditions and Resultsof Operations” included in the Company’sForm 10-K or 10-Q filed with the Securitiesand Exchange Commission.

9. Recommend to the Board of Directors,based on the review described inparagraphs 4 and 8 above, whether thefinancial statements should be included inthe annual report on Form 10-K.

10. Review earnings press releases, as well asCompany policies with respect to earningspress releases, financial information andearnings guidance provided to analystsand rating agencies (this function may beperformed by the Chair or the fullCommittee).

11. Discuss Company policies with respect torisk assessment and risk management, andreview contingent liabilities and risks thatmay be material to the Company andmajor legislative and regulatorydevelopments which could materiallyimpact the Company’s contingent liabilitiesand risks.

12. Review: (a) the status of compliance withlaws, regulations, and internal procedures;and (b) the scope and status of systemsdesigned to promote Company compliancewith laws, regulations and internalprocedures, through review of reportsfrom management, legal counsel and thirdparties as determined by the AuditCommittee.

13. Establish procedures for the confidentialand anonymous receipt, retention andtreatment of complaints regarding theCompany’s accounting, internal controlsand auditing matters, as well as for theconfidential, anonymous submissions byCompany employees of concerns regardingquestionable accounting or auditingmatters.

v

14. Establish policies for the hiring ofemployees and former employees of theindependent registered public accountingfirm.

15. Obtain the advice and assistance, asappropriate, of independent counsel andother advisors as necessary to fulfill theresponsibilities of the Audit Committee,and receive appropriate funding from theCompany, as determined by the AuditCommittee, for the payment ofcompensation to any such advisors.

16. Conduct an annual performanceevaluation of the Audit Committee andannually evaluate the adequacy of itscharter.

Meetings

The Audit Committee shall meet at least sixtimes each year and at such other times as itdeems necessary to fulfill its responsibilities.The Audit Committee shall periodically meetseparately, in executive session, withmanagement, the internal auditor and theindependent registered public accounting firm.The Audit Committee shall report regularly tothe Board of Directors with respect to itsactivities and make recommendations to theBoard of Directors as appropriate.

Report

The Audit Committee shall prepare areport each year for inclusion in the Company’sproxy statement relating to the election ofdirectors.

vi

Status

The Corporate Governance Committee is acommittee of the Board of Directors.

Membership

The Corporate Governance Committeeshall consist of directors all of whom in thejudgment of the Board of Directors shall beindependent in accordance with New YorkStock Exchange listing standards.

Responsibilities

The Corporate Governance Committee isresponsible for considering and makingrecommendations to the Board concerning theappropriate size, functions and needs of theBoard. The Corporate Governance Committeemay, at its sole discretion, engage directorsearch firms and has the sole authority toapprove the fees and other retention termswith respect to any such firms. The CorporateGovernance Committee also has the authority,as necessary and appropriate, to consult withoutside advisors to assist in their duties to theCompany. This responsibility includes:

• developing and recommending to theBoard the criteria for Board membership;candidates are selected for, among otherthings, their integrity, independence,diversity of experience, leadership; andthe ability to exercise sound judgment.Criteria considered include a candidate’sscientific expertise; prior governmentservice and experience at policy makinglevels involving issues affecting business,government, education, technology andareas relevant to the Company’s globalbusiness.

• considering, recommending andrecruiting candidates to fill newpositions on the Board;

• reviewing candidates recommended byshareholders;

• conducting the appropriate and necessaryinquiries into the backgrounds andqualifications of possible candidates; and

• recommending the Director nomineesfor approval by the Board and theshareholders.

The Committee’s additional functions are:• to consider questions of possible

conflicts of interest of Board membersand of our senior executives;

• to monitor and recommend thefunctions of the various committees ofthe Board;

• to recommend members of the committees;• to advise on changes in Board

compensation;• to make recommendations on the

structure of Board meetings;• to recommend matters for consideration

by the Board;• to consider matters of corporate

governance and to review, at leastannually, our Corporate GovernancePrinciples;

• to consider, and review periodically,Director Qualification Standards;

• to review, periodically, our policyregarding the adoption of a ShareholderRights Plan;

• to establish Director retirement policies;• to review the functions of the senior

officers and to make recommendationson changes;

• to review annually with the Chairmanand Chief Executive Officer the jobperformance of elected corporateofficers and other senior executives;

• to review the outside activities of seniorexecutives;

• to review periodically with the Chairmanand Chief Executive Officer thesuccession plans relating to positionsheld by elected corporate officers, andto make recommendations to the Boardwith respect to the selection ofindividuals to occupy these positions;

• to oversee the evaluation of the Boardand its committees;

• to prepare an annual performanceevaluation of the Corporate GovernanceCommittee; and

• to maintain an informed status onCompany issues related to corporatesocial responsibility and the Company’sparticipation and visibility as a globalcorporate citizen.

ANNEX 3

CharterCorporate Governance Committee

vii

Status

The Compensation Committee is acommittee of the Board of Directors.

Membership

The Compensation Committee shall consistof three or more directors all of whom in thejudgment of the Board of Directors shall beindependent in accordance with the New YorkStock Exchange listing standards. In addition, aperson may serve on the CompensationCommittee only if the Board of Directorsdetermines that he or she (i) is a “Non-employee Director” for purposes of Rule 16b-3under the Securities Exchange Act of 1934, asamended, and (ii) satisfies the requirements ofan “outside director” for purposes of Section162(m) of the Internal Revenue Code.

Purpose

The purposes of the CompensationCommittee are (i) to discharge theresponsibilities of the Board of Directors relatingto compensation of the Company’s CEO andother executives, and (ii) to produce an annualreport on executive officer compensation forinclusion in the Company’s annual proxystatement that complies with the rules andregulations of the Securities and ExchangeCommission. Except as otherwise required byapplicable laws, regulations or listing standards,all major decisions are considered by the Boardof Directors as a whole.

Duties and Responsibilities

The Compensation Committee is directlyresponsible for establishing annual and long-term performance goals and objectives for ourelected officers. This responsibility includes:

(i) evaluating the performance of the CEOand other elected officers in light of theapproved performance goals andobjectives;

(ii) setting the compensation of the CEOand other elected officers based uponthe evaluation of the performance ofthe CEO and the other elected officers,respectively;

(iii) making recommendations to the Boardof Directors with respect to new cash-

based incentive compensation plans andequity-based compensation plans; and

(iv) preparing an annual performance self-evaluation of the CompensationCommittee.

In addition, the Compensation Committee:

(i) administers the Company’s stock plans;

(ii) determines and certifies the sharesawarded under corporate performance-based plans;

(iii) grants options and awards under thestock plans;

(iv) advises on the setting of compensationfor senior executives whosecompensation is not otherwise set by theCommittee; and

(v) monitors compliance by officers with ourprogram of required stock ownership.

In determining the long-term incentivecomponent of the compensation of theCompany’s CEO and other elected officers, theCompensation Committee may consider: (i) theCompany’s performance and relativeshareholder return; and, (ii) the value of similarincentive awards to chief executive officers andelected officers at comparable companies.

The Committee has the authority todelegate any of its responsibilities tosubcommittees as the Committee may deemappropriate in its sole discretion.

The Compensation Committee may, in itssole discretion, employ a compensationconsultant to assist in the evaluation of thecompensation of the Company’s CEO or otherelected officers. The Compensation Committeeshall have the sole authority to approve thefees and other retention terms with respect tosuch a compensation consultant. TheCompensation Committee also has theauthority, as necessary and appropriate, toconsult with other outside advisors to assist inits duties to the Company.

Meetings

The Compensation Committee shall meetat least four times each year and at such othertimes as it deems necessary to fulfill itsresponsibilities.

ANNEX 4

CharterCompensation Committee

viii

Status

The Science and Technology Committee isa committee of the Board of Directors.

Purpose

The Science and Technology Committeeshall periodically examine management’sdirection and investment in the Company’spharmaceutical research and development andtechnology initiatives. The Committee willfunction as a broadly knowledgeable andobjective group of scientists and non-scientiststo consider and report periodically to the Boardon matters relating to the investment in theCompany’s research and development andtechnology initiatives.

Membership

The Science and Technology Committeeshall consist of three or more directors. At leastone member of the Committee shall, in thejudgment of the Board of Directors, havescientific research expertise. The Committeemay engage external consultants, providing abroad range of expertise in both basic andclinical sciences, as well as technologies. Theirindividual service will extend for a one-yearterm, renewable at the discretion of theScience and Technology Committee of theBoard.

Responsibilities

The Science and Technology Committeemay meet privately with independentconsultants and be free to speak directly andindependently with any members ofmanagement in discharging its responsibilities.

The Committee shall meet at such times asit deems to be necessary or appropriate, butnot less than twice each year, and shall reportat the next Board meeting following each suchcommittee meeting.

The Committee will conduct an annualevaluation of its effectiveness, to determine ifthe purpose and responsibilities are consistent

with the guidelines of the Charter of theScience and Technology Committee, and areclearly aligned with the Company’s strategicscience and technology research goals andobjectives.

In addition, the Committee will:

• review, evaluate and report to the Boardof Directors regarding performance ofthe research leaders in achieving thelong-term strategic goals and objectivesand the quality and direction of theCompany’s pharmaceutical research anddevelopment programs.

• identify and discuss significant emergingscience and technology issues andtrends.

• determine whether there is sufficientand ongoing external review fromworld-class experts across both researchand development, pertaining to theCompany’s therapeutic areas.

• review the Company’s approaches toacquiring and maintaining a range ofdistinct technology positions (including,but not limited to, contracts, grants,collaborative efforts, alliances andventure capital).

• evaluate the soundness/risks associatedwith the technology in which theCompany is investing its research anddevelopment efforts.

• periodically review the Company’soverall patent strategies.

ANNEX 5

CharterScience and Technology Committee

ix

The Pfizer Board of Directors considers it tobe useful and appropriate to designate a non-management director to serve in a leadcapacity to coordinate the activities of theother non-management directors, and toperform such other duties and responsibilitiesas the Board of Directors may determine. Thespecific responsibilities of the LeadIndependent Director will be as follows:

Preside at Executive Sessions

• Preside at all meetings of the Board atwhich the Chairman is not present,including executive sessions of theindependent directors.

Call Meetings of Independent Directors

• Has the authority to call meetings of theindependent directors.

Function as Liaison with the Chairman

• Serve as principal liaison on Board-wideissues between the independentdirectors and the Chairman.

Participate in flow of information to theBoard such as board meeting agendas andschedules

• Approve the quality, quantity andtimeliness of information sent to theBoard as well as approving meetingagenda items.

• Approve meeting schedules to assurethat there is sufficient time for discussionof all agenda items.

Recommend Outside Advisors andConsultants

• Recommend to the Chairman theretention of outside advisors andconsultants who report directly to theBoard of Directors on board-wide issues.

Shareholder Communication

• If requested by shareholders, ensuresthat he/she is available, whenappropriate, for consultation and directcommunication.

ANNEX 6

CHARTER OF THE LEAD INDEPENDENT DIRECTOR

x

SEVENTH: The following provisions areinserted for the management of the businessand for the conduct of the affairs of theCorporation, and it is expressly provided thatthe same are intended to be in furtherance andnot in limitation or exclusion of the powersconferred by statute:

(1) The number of directors of theCorporation (exclusive of directors (the“Preferred Stock Directors”) who may beelected by the holders of any one or moreseries of Preferred Stock which may at any timebe outstanding, voting separately as a class orclasses) shall not be less than ten nor more thantwenty-four, the exact number within saidlimits to be fixed from time to time solely byresolution of the Board of Directors, acting bynot less than a majority of the directors then inoffice.

(2) Election of directors need not be byballot unless the By-laws so provide.

(3) Subject to the rights of the holders ofany one or more series of Preferred Stock thenoutstanding, newly created directorshipsresulting from any increase in the authorizednumber of directors or any vacancies in theBoard of Directors resulting from death,resignation, retirement, disqualification,removal from office or other cause shall befilled solely by the Board of Directors, acting bynot less than a majority of the Directors then inoffice, although less than a quorum. Anydirector so chosen shall hold office until hissuccessor shall be elected and qualified. Nodecrease in the number of directors shallshorten the term of any incumbent director.

(4) Deleted.

(5) The Bylaws may prescribe the numberof directors necessary to constitute a quorumand such number may be less than a majorityof the total number of directors, but shall notbe less than one-third of the total number ofdirectors.

(6) Both shareholders and directors shallhave power, if the Bylaws of the Corporation so

provide, to hold their meetings either within orwithout the State of Delaware, to have one ormore offices in addition to the principal officein the State of Delaware, and to keep thebooks of the Corporation (subject to theprovisions of the statutes) outside of the Stateof Delaware at such places as may from time totime be designated by them.

(7) The Board of Directors shall have powerto determine from time to time whether and ifallowed under what conditions and regulationsthe accounts, and except as otherwise providedby statute or by this Certificate ofIncorporation, the books of the Corporationshall be open to the inspection of theshareholders, and the shareholders’ rights inthis respect are and shall be restricted orlimited accordingly, and no shareholder shallhave any right to inspect any account or bookor document of the Corporation except asconferred by statute or by this Certificate ofIncorporation, or authorized by the Board ofDirectors or by a resolution of the shareholders.

(8) The Board of Directors shall have thepower to adopt, amend or repeal the Bylaws ofthe Corporation.

(9) The Board of Directors acting by amajority of the whole board shall have powerto appoint three or more of their number toconstitute an Executive Committee, whichCommittee shall, when the Board of Directors isnot in session and subject to the Bylaws, have andexercise any or all of the powers of the Boardof Directors in the management of the businessand affairs of the Corporation and shall havepower to authorize the seal of the Corporationto be affixed to all papers which may require it.The Board of Directors acting by a majority ofthe whole board shall also have power toappoint any other committee or committees,such committees to have and exercise suchpowers as shall be conferred by the Board ofDirectors or be authorized by the Bylaws.

(10) Except as may be otherwise providedby statute or in this Certificate of Incorporation,the business and affairs of this Corporationshall be managed under the direction of theBoard of Directors.

ANNEX 7

Proposed Amendments to Company’s Restated Certificate of Incorporation[Deletions indicated by strike-out; additions indicated by underline.]

xi

(11) Directors, for their services as such,may be paid such compensation as may befixed from time to time by the Board of Directors.

(12) The Board of Directors shall havepower from time to time to fix and determineand vary the amount of the working capital ofthe Corporation and, subject to any restrictionscontained in the Certificate of Incorporation, todirect and determine the use and disposition ofany surplus over and above the capital stockpaid in, and in its discretion to use and applyany such surplus in purchasing or acquiringproperty, bonds or other obligations of theCorporation or shares of its own capital stock,to such extent and in such manner and uponsuch terms as the Board of Directors shall deemexpedient, but any shares of such capital stockso purchased or acquired may be resold unlesssuch shares shall have been retired in themanner provided by law for the purpose ofdecreasing the Corporation’s capital stock.

(13) Deleted.

(13) Notwithstanding any other provisionof law which might otherwise permit a lesservote or no vote, but in addition to anyaffirmative vote of the holders of any particularclass of capital stock of the Corporation as areentitled to vote generally in the election ofdirectors (ìVoting Stockî) required by law or thisCertificate of Incorporation, the affirmativevote of the holders of at least 80% of all of thethen outstanding shares of Voting Stock, votingtogether as a single class, shall be required toalter, amend or repeal paragraphs (1),(3),(5),(8), (10) or this paragraph (13) of this ArticleSEVENTH.

(14) The liability of the Corporation’sDirectors to the Corporation or its shareholdersshall be eliminated to the fullest extent permittedby the Delaware General Corporation Law asamended from time to time. No amendment toor repeal of this paragraph (14) of ArticleSEVENTH shall apply to or have any effect onthe liability or alleged liability of any directorof the Corporation for or with respect to anyacts or omissions of such director occurringprior to such amendment or repeal.

Notwithstanding any other provision oflaw which might otherwise permit a lesser voteor no vote, but in addition to any affirmative

vote of the holders of any particular class ofVoting Stock required by law or this Certificateof Incorporation, the affirmative vote of theholders of at least 80% of all of the thenoutstanding shares of Voting Stock, votingtogether as a single class, shall be required toalter, amend or repeal this paragraph (14) ofthis Article SEVENTH.

(15) Any action required or permitted tobe taken by the shareholders of theCorporation must be effected solely at a dulycalled annual or special meeting of suchholders and may not be effected by anyconsent in writing by such holders.

EIGHTH:

Deleted.

A. Applicability of Article.

Except as otherwise expressly provided inSection C of this Article EIGHTH, none of theactions or transactions listed below shall beeffected by the Corporation, or approved bythe Corporation as a shareholder of anymajorityowned subsidiary of the Corporation if,as of the record date for the determination ofthe shareholders entitled to vote thereon, anyRelated Person (as hereinafter defined) exists,unless the applicable requirements of SectionsB, C, D, E and F of this Article EIGHTH are fullycomplied with:

(1) any merger or consolidation of theCorporation or any of its subsidiaries into orwith such Related Person;

(2) any sale, lease, exchange or otherdisposition of all or any substantial part of theassets of the Corporation or any of itsmajorityowned subsidiaries to or with suchRelated Person;

(3) the issuance or delivery of any VotingStock, or securities convertible into orexchangeable or exercisable for any VotingStock, or of voting securities of any of theCorporation’s majorityowned subsidiaries tosuch Related Person in exchange for cash, otherassets or securities, or a combination thereof; or

(4) any voluntary dissolution or liquidationof the Corporation.

B. Stockholder Vote Required.

xii

The actions and transactions described inSection A of this Article EIGHTH shall have beenauthorized by the affirmative vote of at least80% of all of the outstanding shares of VotingStock, voting together as a single class.

C. Minimum Price Required.

Notwithstanding Section B hereof, the80% voting requirement shall not beapplicable if (1) any action or transactionspecified in Section A hereof is approved by theCorporation’s Board of Directors and by amajority of the Continuing Directors (ashereinafter defined); provided, however, that ifthere are not at least five Continuing Directorsthis exception for approval by the Board ofDirectors shall not be applicable or (2) in thecase of any action or transaction pursuant towhich the holders of the capital stock of theCorporation are entitled to receive cash,property, securities or other consideration, thecash or fair market value of the property,securities or other consideration to be receivedper share by holders of the capital stock of theCorporation in such action or transaction is notless than the higher of (a) the highest price pershare paid by the Related Person in acquiringany of its holdings of capital stock of theCorporation, or (b) the highest closing saleprice on any day either since the RelatedPerson acquired its first share of capital stock ofthe Corporation which it continues to own orcontrol or during the five years preceding thedate of consideration of the action ortransaction by the Corporation’s Board ofDirectors, whichever period is shorter; suchhighest closing sale price shall be determinedby the reports of closing sale prices on theComposite Tape for New York Exchange ListedStocks or, if such stock is not quoted on theComposite Tape on the New York StockExchange or other principal United Statessecurities exchange on which such stock is listedor, for any period when such stock is not listedon any such exchange, the highest closing bidquotation with respect to a share of such stockon the National Association of SecuritiesDealers, Inc. Automated Quotation System;such price, in either case (a) or (b), to beproportionately adjusted for any subsequentincrease or decrease in the number of issuedshares of the Corporation’s capital stockresulting from a subdivision or consolidation of

shares or any other capital adjustments, thepayment of a stock dividend, or other increaseor decrease in such shares of capital stockeffected without receipt of consideration bythe Corporation.

D. Restrictions on Certain Actions.

After becoming a Related Person and priorto consummation of such action or transaction(1) such Related Person shall not have acquiredfrom the Corporation or any of itsmajorityowned subsidiaries any newly issued ortreasury shares of capital stock or any newlyissued securities convertible into orexchangeable for capital stock of theCorporation or any of its majorityownedsubsidiaries, directly or indirectly (except uponconversion or exchange of convertible orexchangeable securities acquired by it prior tobecoming a Related Person or as a result of apro rata stock dividend or stock split or otherdistribution of stock to all shareholders prorata); (2) such Related Person shall not havereceived the benefit directly or indirectly(except proportionately as a shareholder) ofany loans, advances, guarantees, pledges orother financial assistance or tax creditsprovided by the Corporation or any of itsmajorityowned subsidiaries, or made any majorchanges in the Corporation’s or any of itsmajorityowned subsidiaries’ businesses orcapital structures or reduced the current rate ofdividends payable on the Corporation’s capitalstock below the rate in effect immediatelyprior to the time such Related Person became aRelated Person (the current rate of dividendsbeing the ratio of the current dividend to thenet income of the Corporation for the full fiscalquarter immediately preceding the quarter inwhich such dividend is paid; and the rate ofdividends in effect immediately prior to thetime such Related Person became a RelatedPerson being the ratio of (a) the aggregatedividends paid during the four full fiscalquarters immediately preceding the time suchRelated Person became a Related Person to (b)the aggregate net income of the Corporationfor the four successive full fiscal quartersimmediately preceding the last quarter inwhich such dividends were paid); and (3) suchRelated Person shall have taken all requiredactions to ensure that the Corporation’s Boardof Directors includes representation by

xiii

Continuing Directors (as hereinafter defined) atleast proportionate to the stockholdings of theCorporation’s remaining public shareholders (ashereinafter defined), with a ContinuingDirector to occupy any Board position resultingfrom a fraction and, in any event, with at leastone Continuing Director to serve on the Boardso long as there are any remaining publicshareholders.

E.Proxy Statement Required.

A proxy statement responsive to therequirements of the Securities Exchange Act of1934, as amended, whether or not theCorporation is then subject to suchrequirements, shall be mailed to theshareholders of the Corporation for thepurpose of soliciting shareholder approval ofsuch action or transaction and shall contain atthe front thereof, in a prominent place, anyrecommendations as to the advisability orinadvisability of the action or transaction whichthe Continuing Directors may choose to state.

F. Certain Definitions. For the purpose ofthis Article EIGHTH, (1) the term “RelatedPerson” shall mean any other corporation,person or entity (including any Affiliatethereof), other than this Corporation, any of itssubsidiaries or any officer or employee thereofwho holds only voting power pursuant toproxies which beneficially owns or controls,directly or indirectly, 10% or more of theoutstanding shares of Voting Stock, (2) aRelated Person shall be deemed to own orcontrol, directly or indirectly, any outstandingshares of Voting Stock owned by it of record orbeneficially, including without limitation shares(a) which it has the right to acquire pursuant toany agreement, or upon exercise of conversionrights, warrants or options, or otherwise or (b)which are beneficially owned, directly orindirectly (including shares deemed ownedthrough application of clause (a) above), by anyother corporation, person or other entity (x)with which it or its Affiliate or Associate (ashereinafter defined) has any agreement,arrangement or understanding for the purposeof acquiring, holding, voting or disposing ofVoting Stock or (y) which is its “Affiliate” (otherthan the Corporation) or “Associate” (otherthan the Corporation) as those terms aredefined in the General Rules and Regulations

under the Securities Exchange Act of 1934, asamended; (3) the term “Voting Stock” shallmean such shares of capital stock of theCorporation as are entitled to vote generally inthe election of directors; (4) the term“Continuing Director” shall mean a directorwho was a member of the Board of Directorsof the Corporation immediately prior to thetime that any Related Person involved in theproposed action or transaction became aRelated Person or a director nominated by amajority of the remaining Continuing Directors;and (5) the term “remaining publicshareholders” shall mean the holders of theCorporation’s capital stock other than theRelated Person.

G. Determinations by the Board ofDirectors.

The Board of Directors of the Corporationshall have the power and duty to determine forthe purposes of this Article EIGHTH, on thebasis of information then known to the Boardof Directors, whether (1) any Related Personexists or is an Affiliate or an Associate ofanother and (2) any proposed sale, lease,exchange, or other disposition of part of theassets of the Corporation or any majorityownedsubsidiary involves a substantial part of theassets of the Corporation or any of itssubsidiaries. Any such determination by theBoard of Directors shall be conclusive andbinding for all purposes.

H. Alteration, Amendment or Repeal.

Notwithstanding any other provision oflaw which might otherwise permit a lesser voteor no vote, but in addition to any affirmativevote of the holders of any particular class ofVoting Stock required by law or this Certificateof Incorporation, the affirmative vote of theholders of at least 80% of all of the thenoutstanding shares of Voting Stock, votingtogether as a single class, shall be required toalter, amend or repeal this Article EIGHTH.

NINTH: The Corporation reserves the rightto amend, alter, change or repeal any provisioncontained in this Certificate of Incorporation inthe manner now or hereafter prescribed bystatute and all rights conferred upon thestockholders herein are granted subject to thisreservation.

Directions to The Cornhusker Marriott Hotel333 South 13th Street

Lincoln, NE 68508

From Omaha Airport:

Take I-480 South to I-80Take Exit 452 onto I-80 (West)Take I-80 for 50-60 milesTake Exit 401, Downtown Lincoln, onto I-180 SouthPast Stadium I-180 turns into 9th StreetTurn left on M. St.Turn right onto 13th St.The Cornhusker is on the corner of 13th and M.

From Lincoln Airport:

Turn right on Cornhusker Hwy (South)Turn Right onto I-180 Downtown (South)Past Stadium I-180 turns into 9th St.Turn left on M. St.Turn Right on 13th St.The Cornhusker is at the corner of 13th and M.

From Interstate 80:

Take Exit 401, Downtown Lincoln, onto I-180 SouthPast Stadium I-180 turns into 9th StreetTurn left on M. St.Turn right onto 13th St.The Cornhusker is on the corner of 13th and M.

This Proxy Statement is printed entirely on recycled and recyclable paper. Soy ink, rather than petroleum-based ink, is used throughout.

© Pfizer 2006. All rights reserved

Life is our life’s work

Pfizer Inc.

235 East 42nd Street

New York, NY 10017-5755

212 573 2323

www.pfizer.com