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Wyeth Retirement Plan For Foreign Based Employees

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: New Jersey, View New Jersey State Laws
Effective Date: January 01, 2005
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Exhibit 10.58

THE WYETH

RETIREMENT PLAN FOR FOREIGN BASED EMPLOYEES (Amended and Restated Effective as of January 1, 2005)

TABLE OF CONTENTS

Page

ARTICLE 1

INTRODUCTION 1

ARTICLE 2

DEFINITIONS 2

2.1

" 25, 50, 75 or 100% Joint and Survivor Annuity" 2

2.2

" Actuarial Equivalent" 2

2.3

" Administrative Record Keeper" 2

2.4

" Affiliate" 2

2.5

" Annual Pension Earnings" 2

2.6

" Beneficiary" 2

2.7

" Board of Directors" 2

2.8

" Business Day" 3

2.9

" Code" 3

2.10

" Committee" 3

2.11

" Credited Service" 3

2.12

" Company" 3

2.13

" Company Non-Account Plan" 3

2.14

" Default Payment Form" 3

2.15

" Deferred Compensation Tax Compliance Committee" 3

2.16

" Early Commencement Factors" 3

2.17

" Elected Payment Date" 3

2.18

" Eligible Employee" 3

2.19

" Final Average Pension Earnings" 3

2.20

" Foreign Based Employee" 3

2.21

" Guaranteed Death Benefit Option" 4


i

2.22

" Key Employee" 4

2.23

" Lump-Sum Option" 4

2.24

" Non-U.S. Person" 4

2.25

" Normal Payment Date" 4

2.26

" Normal Retirement Date" 4

2.27

" Offset" 4

2.28

" Participant" 5

2.29

" Payment Date" 5

2.30

" Payment Election" 5

2.31

" Payment Form" 5

2.32

" Plan" 5

2.33

" Plan Benefit" 5

2.34

" Plan Year" 5

2.35

" Retirement Plan" 5

2.36

" Section 409A" 5

2.37

" Section 409A Compliance" 5

2.38

" Separation from Service" 5

2.39

" Single Life Annuity" 5

2.40

" Social Security Benefit" 5

2.41

" Surviving Spouse" 6

2.42

" Ten-Year Certain and Life Option" 6

2.43

" Transition Elections" 6

2.44

" Treasury Regulations" 6

2.45

" Vested Plan Benefit" 6

2.46

" Wyeth" 6


ii

2.47

" Year of Vesting Service" 6

ARTICLE 3

ADMINISTRATION 6

3.1

General Authority 6

3.2

Delegation 7

3.3

Administrative Record Keeper 7

3.4

Actions; Indemnification 7

ARTICLE 4

ELIGIBILITY FOR PARTICIPATION 8

4.1

Continuing Participants 8

4.2

New Participants 8

ARTICLE 5

BENEFIT FORMULA AND VESTING 8

5.1

Plan Benefit Formula 8

5.2

Payment Prior to Normal Retirement 8

5.3

Vesting 8

ARTICLE 6

PAYMENTS AND DISTRIBUTIONS 9

6.1

Payment Elections for Plan Benefits 9

6.2

Available Forms of Payment 10

6.3

Six-Month Delay in Commencement of Plan Benefits 11

ARTICLE 7

DEATH BENEFITS 11

7.1

No Vesting Solely as a Result of Death 11

7.2

Death on or After Payment Date 11

7.3

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

7.4

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

7.5

Rules of Application 12

ARTICLE 8

REDEFERRALS 13

8.1

Redeferrals of the Plan Benefit 13


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8.2

Redeferrals 13

8.3

Limitations on Redeferrals 13

ARTICLE 9

AMENDMENT AND TERMINATION 13

9.1

Amendment and Termination 13

9.2

409A Benefit Amendments 13

ARTICLE 10

MISCELLANEOUS AND GOVERNANCE 14

10.1

No Effect on Employment Rights 14

10.2

Currency 14

10.3

Funding 14

10.4

Anti-assignment 14

10.5

Taxes 15

10.6

Construction 15

10.7

Incapacity of Participant 15

10.8

Severability 15

10.9

Governing Law 15


iv

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

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


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ARTICLE 2 DEFINITIONS As used in this Plan, the following terms shall have the meanings described in this Article 2. Additional definitions appear in the Plan. 2.1 " 25, 50, 75 or 100% Joint and Survivor Annuity" has the meaning set forth in Section 6.2(a)(ii) of the Plan.

2.2 " Actuarial Equivalent" has the meaning set forth in Section 6.2(b) of the Plan. 2.3 " Administrative Record Keeper" means the person or persons designated by the Committee in accordance with Article 3.

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

2.5 " Annual Pension Earnings" means the sum of: (i) base salary at the rate in effect as of January 1 st of each Plan Year, (ii) annual incentive cash bonuses paid by the Company in such Plan Year, including any payments under the Wyeth Performance Incentive Award Program (PIA) or any successor plan, (iii) any sales commission and sales bonus paid in the prior Plan Year, as determined by the Company and (iv) any overtime pay paid in the prior Plan Year; provided , however , that other bonuses and other types of additional compensation shall be excluded from Annual Pension Earnings. 2.6 " Beneficiary" means a Participant' s Surviving Spouse or, if there is no Surviving Spouse, the Participant' s estate. If the Surviving Spouse of a Participant is legally impaired or prohibited from receiving any amounts under the Plan otherwise payable to such individual, the Participant' s Beneficiary shall be the Participant' s estate. The term Beneficiary shall not refer to any " contingent annuitant" applicable to a Participant in connection with a Payment Form.

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

2

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

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

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

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

2.12 " Company" means Wyeth and its Affiliates.

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

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

2.15 " Deferred Compensation Tax Compliance Committee" means a committee of such officers and/or employees of the Company as shall be designated from time to time by Wyeth.

2.16 " Early Commencement Factors" means the factors set forth in Appendix A.

2.17 " Elected Payment Date" means the first day of any month following a Participant' s Separation from Service elected by the Participant for the commencement of his Plan Benefit in accordance with Section 6.1 or Article 8, as applicable.

2.18 " Eligible Employee" means a Foreign Based Employee who has (i) completed one year of Credited Service, (ii) attained age 21 and (iii) been the subject of an Employee Action Notification (" EAN" ) approval designating him as entitled to participate in the Plan. Notwithstanding the foregoing, an individual shall not become an " Eligible Employee" until the first day of the month following the date that the Company approves an EAN.

2.19 " Final Average Pension Earnings" means the Participant' s Annual Pension Earnings as of January 1 of each year during which the Participant had the highest rate of Annual Pension Earnings averaged over the highest five Plan Years during the ten-year period immediately preceding the date of the Participant' s Separation From Service.

2.20 " Foreign Based Employee" means a person employed by the Company outside of the United States for all or a portion of the period of his employment.

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2.21 " Guaranteed Death Benefit Option" has the meaning set forth in Section 6.2(a)(iv) of the Plan.

2.22 " Key Employee" means (i) each " specified employee," as defined in Section 409A(a)(2)(B)(i) of the Code, who meets the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12-month period ending on December 31 st of a calendar year and (ii) to the extent not otherwise included in (i) hereof, each of the top-100 paid individuals (based on taxable wages for purposes of Section 3401(a) of the Code as reported in Box 1 of Form W-2 for the 12-month period ending on December 31 st of such calendar year plus amounts that would be included in wages for such 12-month period but for pre-tax deferrals to a tax-qualified retirement plan or cafeteria plan or for qualified transportation benefits) who performed services for the Company at any time during the 12-month period ending on December 31 st of such calendar year. A Participant shall be treated as a Key Employee for the 12-month period beginning on April 1 st of the calendar year following the calendar year for which the determination under clause (i) or (ii) of this definition is made.

2.23 " Lump-Sum Option" has the meaning set forth in Section 6.2(a)(v). 2.24 " Non-U.S. Person" means an individual who is a " non-resident alien" (as defined in Treasury Regulation Section 1.409A-1(j)) at all times during which he is employed by the Company.

2.25 " Normal Payment Date" means (A) for a Participant who incurs a Separation from Service with a Vested Plan Benefit prior to attaining age 55, the first day of the month coincident with or next following the month in which he attains age 55; and (B) for a Participant who incurs a Separation from Service with a Vested Plan Benefit on or after attaining age 55, the first day of the month following his Separation from Service. 2.26 " Normal Retirement Date" means the first day of the month following a Participant' s 65 th birthday, unless such birthday falls on the first of the month, in which case Normal Retirement Date means the Participant' s 65 th birthday; provided , however , that for purposes of calculating the Offset, the Normal Retirement Date shall be the " normal retirement date" as defined in the applicable plan included in determining such Offset.

2.27 " Offset" with respect to a Participant, the total of the annual accrued benefit equal to (A) the amount of retirement benefits, if any, as of the Participant' s Separation from Service, under any defined benefit pension plan contributed to or sponsored by the Company (calculated separately for each such plan) determined assuming that the benefit would be payable in the form of a Single Life Annuity to the Participant on the Normal Retirement Date, plus (B) the annual amount of retirement benefits, if any, as of a Participant' s Separation from Service, under any defined contribution plan contributed to or sponsored by the Company (calculated separately for each such plan), assuming that the value of his account balance as of his Separation from Service were payable in the form of a Single Life Annuity as of his Separation from Service. For purposes of determining the amount of retirement benefit payable as a Single Life Annuity at Normal Retirement Date, the committee shall utilize whatever assumptions it deems reasonable in its discretion. If a Participant receives or commences


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receiving his benefit under any pension plan sponsored or maintained by the Company and included in the Offset prior to his Normal Retirement Date, then the amount of the Offset shall be increased to take into account the early retirement factors, if any, applicable to such plan.

2.28 " Participant" means a Foreign Based Employee whose participation in the Plan has been approved by Wyeth in accordance with Article 4 of the Plan.

2.29 " Payment Date" means the Elected Payment Date or the Normal Payment Date.

2.30 " Payment Election" means the election made by a Participant for his Plan Benefit under Section 6.1 or Article 8, as applicable.

2.31 " Payment Form" means either the Default Payment Form or a form of payment elected by a Participant pursuant to Article 6. 2.32 " Plan" means this Wyeth Retirement Plan for Foreign-Based Employees. 2.33 " Plan Benefit" means, as of a given date, the benefit, expressed as a Single Life Annuity commencing at the Participant' s Normal Retirement Date, that a Partici
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