<PAGE>
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PFIZER INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-5315170
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
235 East 42nd Street
New York, New York 10017
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
PFIZER SAVINGS AND INVESTMENT PLAN
(FULL TITLE OF THE PLAN)
Terence J. Gallagher, Esq.
235 East 42nd Street
New York, New York 10017
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(212) 573-2323
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$.10 per share . . . . . . . 3,500,000 $69.44 $243,040,000 $83,806.90
shares
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<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of the high and low prices of
Pfizer Inc. common stock, par value $.10, on the New York Stock Exchange on
September 30, 1994, as reported in THE WALL STREET JOURNAL.
</TABLE>
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
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<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Annual Report of Pfizer Inc. (the "Company") on Form 10-K for the
fiscal year ended December 31, 1993, the Annual Report of the Pfizer Savings
and Investment Plan (the "Plan") on Form 11-K for the fiscal year ended
December 31, 1993, all other reports filed by the Company or the Plan since the
end of 1993 pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934, and the description of the Company's common stock ("Common Stock")
contained in the Pfizer Inc. Registration Statement filed pursuant to
Section 12 of the Securities Exchange Act of 1934, and any amendment or report
filed for the purpose of updating such description, are incorporated herein
by reference. All documents subsequently filed by the Company or the Plan
pursuant to Section 13(a), 13(c), 14, and 15(d) of the Securities Exchange
Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
EXPERTS: Not applicable.
COUNSEL: The validity of the securities offered hereby has been passed upon
by Terence J. Gallagher, Esq., Vice President, Corporate Governance and
Assistant Secretary for the Company. Mr. Gallagher also beneficially owns
certain securities of the Company, including Common Stock and options to
purchase Common Stock and is a participant in the Pfizer Savings and Investment
Plan.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Article V, Section 1 of its By-laws, the Company shall
indemnify directors and officers who are or who have been made a party to or are
threatened to be made a party to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to the fullest extent permitted by
applicable law as it presently exists or may hereinafter be amended (discussed
below). The Company is insured against actions taken pursuant to its By-laws
and the directors and officers are insured directly at the Company's expense
against such liabilities for which indemnification is not made. The Company has
entered into agreements with its directors and certain of its officers requiring
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the Company to indemnify such persons to the fullest extent permitted by the
Company's By-laws.
Section 145 of the General Corporation Law of Delaware permits a
corporation to indemnify any person who is or has been a director, officer,
employee or agent of the corporation or who is or has been serving as a
director, officer, employee or agent of another corporation, organization or
enterprise at the request of the corporation, against expenses (including
attorneys' fees) judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with any action, suit or proceeding, whether
civil, criminal, administrative or investigative, if he/she acted in good faith
and in a manner he/she reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his/her conduct was unlawful. In
the case of a claim, action, suit or proceeding made or brought by or in the
right of the corporation to procure a recovery or judgment in its favor, the
corporation shall not indemnify such person in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation
unless the Court determines that such person is fairly and reasonably entitled
to indemnity for such expenses as the Court may allow. Any such person who has
been wholly successful on the merits or otherwise in defense of any action, suit
or proceeding referred to above, or in defense of any such claim, action, suit
or proceeding or with respect to any claim, issue or matter therein, shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him or her in connection therewith or resulting therefrom. Expenses
(including attorney's fees) incurred by an officer or director in defending any
civil, criminal, administrative or investigative action, suit or proceeding may
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of such
officer or director to repay such amount if it is ultimately determined that he
or she is not entitled to be indemnified by the corporation. Expenses incurred
by other employees and agents of the corporation also may be advanced to such
employee or agent upon such terms and conditions, if any, as the board of
directors deems appropriate. The indemnification and advancement of expenses
are not deemed to be exclusive of any other rights to which those seeking
indemnification or advancement or expenses may be entitled under any By-law,
agreement, vote of stockholders or disinterested directors or otherwise.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
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Item 8. EXHIBITS
4 Pfizer Inc. Savings and Investment Plan.
5 Opinion and Consent of Counsel.
15 Accountants' Acknowledgement.
23(a) Consent of Counsel is included in Exhibit 5.
23(b) Consent of KPMG Peat Marwick LLP, independent certified public
accountants.
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any Prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) that, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
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(4) that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of New York, State of New York, on the 22nd day of
September, 1994.
PFIZER INC.
(Registrant)
By /s/ William C. Steere, Jr.
-----------------------------------------------
(WILLIAM C. STEERE, JR., CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER)
(PRINCIPAL EXECUTIVE OFFICER)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
/s/ William C. Steere, Jr. Chairman of the Board, Chief September 22, 1994
- -------------------------- Executive Officer, Director
William C. Steere, Jr. (Principal Executive Officer)
/s/ Henry A. McKinnell
- ---------------------- Executive Vice President September 22, 1994
Henry A. McKinnell (Principal Financial Officer)
/s/ Herbert V. Ryan
- ---------------------- Controller September 22, 1994
Herbert V. Ryan (Principal Accounting Officer)
/s/ Edward C. Bessey
- ---------------------- Director September 22, 1994
Edward C. Bessey
- ---------------------- Director September , 1994
M. Anthony Burns
- ---------------------- Director September , 1994
Grace J. Fippinger
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SIGNATURES TITLE DATE
/s/ George B. Harvey
- --------------------- Director September 22, 1994
George B. Harvey
- ---------------------- Director September , 1994
Constance J. Horner
/s/ Stanley O. Ikenberry
- ------------------------ Director September 22, 1994
Stanley O. Ikenberry
- ---------------------- Director September , 1994
Thomas G. Labrecque
/s/ James T. Lynn
- ---------------------- Director September 22, 1994
James T. Lynn
/s/ Paul A. Marks
- ---------------------- Director September 22, 1994
Paul A. Marks
- ---------------------- Director September , 1994
John R. Opel
- ---------------------- Director September , 1994
Edmund T. Pratt, Jr.
/s/ Franklin D. Raines
- ------------------------ Director September 22, 1994
Franklin D. Raines
- ---------------------- Director September , 1994
Felix G. Rohatyn
/s/ Jean-Paul Valles
- ---------------------- Director September 22, 1994
Jean-Paul Valles
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Savings and Investment Plan Committee has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on September 22, 1994.
Pfizer Savings and Investment Plan
By: /s/ William E. Harvey
----------------------------------
William E. Harvey
Chair, Savings and Investment Plan Committee
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EXHIBIT INDEX
4 Pfizer Savings and Investment Plan.
5 Opinion and Consent of Counsel.
15 Accountants' Acknowledgement.
23 (a) Consent of Counsel is included in Exhibit 5.
23 (b) Consent of KPMG Peat Marwick LLP, independent certified
public accountants.
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EXHIBIT 4
PFIZER
SAVINGS AND INVESTMENT PLAN
(RESTATED AND AMENDED EFFECTIVE AS OF JANUARY 1, 1994)
(6/23/94)
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TEXT OF THE PLAN
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I. PURPOSES
The purposes of this Plan are to foster thrift on the part of the eligible
employees by affording them the opportunity to make regular savings and
investments through payroll deductions in order to provide the opportunity for
additional security at retirement, and also to provide them with a proprietary
interest in the continued growth and prosperity of the Company. As an
incentive, the Company will match a portion of such savings by regular
contributions as provided in the Plan. This Plan is designed to be a profit
sharing plan under Section 401(a) of the Code.
II. DEFINITIONS
Wherever used in this Plan:
"Account" means the aggregate interest of a Member in all of the Funds in
which he participates under the Plan.
"Adjusted" means the cost of living adjustment factor prescribed by the
Secretary of the Treasury under Section 415(d) of the Code for years beginning
after December 31, 1987, as applied to such items and in such manner as the
Secretary shall provide.
"Affiliate" means the Company and any entity affiliated with the Company
within the meaning of Code Sections 414(b), with respect to controlled groups of
corporations, 414(c) with respect to trades or business under common control
with the Employer, and 414(m) with respect to affiliated service groups, and any
other entity required to be aggregated with the Employer pursuant to regulations
under Section 414(o) of the Code; except that for purposes of applying the
provisions hereof with respect to the limitations on contributions, Section
415(h) of the Code shall apply.
"Anniversary Year" means 1) the twelve-month period following the date on
which an Employee begins his employment with an Employer, as well as successive
twelve-month periods thereafter or 2) the twelve-month period following the date
on which a Member who has incurred one or more one-year breaks in service first
recommences employment with an Employer after such event, as well as successive
twelve-month periods thereafter.
"Associate Company" means any corporation which adopts this Plan pursuant
to the provisions of Section XIX. hereof, and when action is required to be
taken hereunder by an Associate Company such action shall be authorized by its
Executive Committee or its Board of Directors.
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"Code" means the Internal Revenue Code of 1986, as amended from time to
time.
"Committee" means the Savings and Investment Plan Committee hereinafter
provided for in Section XVII. hereof.
"Company" means Pfizer Inc., a Delaware corporation, and any successor
corporation, and when action is required to be taken hereunder by the Company,
such action shall be authorized by the Executive Committee or the Board of
Directors of the Company.
"Creditable Service" shall mean each anniversary year in which an Employee
completes at least 1,000 hours of service. A transfer from one Employer to
another shall not constitute a break in Creditable Service or a termination or
employment with any Employer for the purposes hereof.
"Employee" means a person who is employed in the service of an Employer
within the United States of America or any of its territories or possessions, or
who is a United States citizen employed in the service of an Employer outside
the continental limits of the United States of America. A person who is a
United States citizen or a Participating Resident Alien (as defined below) and
who is employed outside the continental limits of the United States of America
in the service of a foreign subsidiary (including foreign subsidiaries of such
foreign subsidiary) of the Company shall be considered, for all purposes of this
Plan, as employed in the service of the Company; provided that the Company has
entered into an agreement under Code Section 3121(1) which applies to the
foreign subsidiary of which such person is an employee, and provided further
that contributions under a funded plan of deferred compensation, whether or not
a plan described in Code Sections 401(a), 403(a), or 405(a), are not provided by
any other person with respect to the remuneration paid to such individual by the
foreign subsidiary.
"Employee Contributions" means, subject to the applicable limitations
herein, contributions made on an after-tax basis by a Member pursuant to Section
VI.A.
"Employer" means the Company, any Associate Company or any Affiliate which
has adopted the Plan.
"ERISA" means the Employee Retirement Income Security Act of 1974, as it
may be amended from time to time.
"Highly Compensated Employee" means any employee of the Employer or an
Affiliate who during the Plan Year or preceding Plan Year (i) was at any time a
5-percent owner (as defined in Section 416(i)(1) of the Code), (ii) received
compensation from the
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Employer or an Affiliate in excess of $75,000 (as Adjusted), (iii) received
compensation from the Employer or an Affiliate in excess of $50,000 (as
Adjusted) and was in the group consisting of the highest 20% paid employees
during such Plan Year, or (iv) was at any time an officer of the Employer or an
Affiliate and received compensation greater than 50 percent of the amount in
effect under Section 415(b)(1)(A) of the Code for such Plan Year.
For purposes of subparagraph (iv) of the preceding paragraph, no more than
50 employees (or, if lesser, the greater of 3 employees or 10 percent of
employees) shall be treated as officers. Notwithstanding the above, an employee
who is not considered a Highly Compensated Employee for the preceding Plan Year
under subparagraphs (ii), (iii) or (iv) of the preceding paragraph shall not be
a Highly Compensated Employee for the current Plan Year under such subparagraphs
unless such employee is also among the 100 top-paid employees for such Plan
Year.
If an individual is a member of the family of a 5-percent owner or of a
Highly Compensated Employee in the group consisting of the ten Highly
Compensated Employees paid the greatest compensation during the Plan Year, then
(i) such individual shall not be considered a separate employee, and (ii) any
compensation paid to such individual (and the applicable contribution on behalf
of such individual) shall be treated as if it were paid to (or on behalf of) the
5-percent owner or Highly Compensated Employee; except that the limit on
compensation imposed by Section 401(a)(17) of the Code shall be applied only to
the extent required by that Section and the regulations thereunder. The term
"family" means, with respect to any Employee, such Employee's Spouse and lineal
ascendants or descendants and the spouses of such ascendants or descendants.
A former employee shall be treated as a Highly Compensated Employee if such
employee was a Highly Compensated Employee when he separated from service, or
was a Highly Compensated Employee at any time after attaining age 55.
For purposes of determining whether an employee is a Highly Compensated
Employee, the term "compensation" means compensation within the meaning of
Section 414(q)(7) of the Code.
"Hours of Service" means all hours for which an Employee is directly or
indirectly paid, or entitled to payment (including back pay for periods for
which such awards pertain), by an Employer, Affiliate or Associate Company for
the performance of duties, or for reasons other than the performance of duties,
such as vacation, injury, accident, sickness, short-term disability or
authorized leave of absence. In the case of a payment which is made or due on
account of a period during which an employee performs no duties,
<PAGE>
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hours of service will be determined in accordance with the appropriate
Department of Labor regulations (Section 2530.200b-2(b) and (c)).
"Leased Employee" means any person who is not an Employee of the Employer
and who provides services to the Employer if such services are provided pursuant
to an agreement between the Employer and another, such person has performed such
services for the Employer on a substantially full-time basis for a period of at
least one year, and such services are of a type historically performed in the
business field of the Employer by employees.
"Member" means an Employee who participates in the Plan in accordance with
the provisions of Section V. hereof, or a retiree or terminated employee who has
elected a deferred distribution under Section XII.
"Nonhighly Compensated Employee" means an employee who is neither a Highly
Compensated Employee nor a family member of such an Employee as described in the
definition of Highly Compensated Employee.
"Participating Resident Alien" means a person who is not a United States
citizen but (1) has previously been employed as a lawful Resident Alien in the
service of an Employer within the United States of America, (2) has participated
in the Plan during such employment, (3) is currently employed at a location
outside both the person's country of citizenship and the continental limits of
the United States of America, and (4) continues to maintain his eligibility for
employment as a lawful Resident Alien within the United States of America.
"Plan Year" means the calendar year.
"Qualified Deferred Earnings Contributions" means, subject to applicable
limitations herein, contributions made by an Employer on a before-tax basis to
the Plan on behalf of a Member pursuant to Section VI.A.
"Regular Earnings" means the regular base pay and bonuses of a Member, as
established by an Employer, including any lump sum severance payments, but
excluding Christmas bonuses, overtime, shift differentials, allowances, premium
pay, contest awards and other similar payments. No part of any bonus or other
remuneration forming part of the compensation of any Member shall be used as a
basis for a contribution by an Employer or the accrual or payment of any benefit
under this Plan if such bonus or other remuneration should cause the accrual or
payment of such benefit to become discriminatory under the Code and applicable
Treasury Regulations thereunder. For purposes of Section 401(a)(17) of the
Code, the
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Regular Earnings of an Employee who is a 5-percent owner (as defined in Section
416(i)(1)(A)(iii) of the Code) or who is one of the ten most Highly Compensated
Employees shall include the Regular Earnings paid to such Employee's Spouse or
lineal descendants who have not attained age 19 by the close of the Plan Year.
The amount in effect under Section 401(a)(17) of the Code shall then be
allocated among such individuals in proportion to each family member's Regular
Earnings without regard to Section 401(a)(17) of the Code. For Plan Years
beginning on or after January 1, 1989 and before January 1, 1994, a Member's
Regular Earnings shall not exceed $200,000 (as Adjusted) for any Plan Year. For
Plan Years beginning on or after January 1, 1994, a Member's Regular Earnings
shall not exceed $150,000 for any Plan Year, as adjusted under Section
401(a)(17)(B) of the Code.
"Trustee" means the Trustee hereinafter provided for in Section XVIII.
hereof.
"Unit" or "Unit of Participation" means the unit of measure of a Member's
proportionate interest in each of the unsegregated Funds established pursuant to
Section VII. hereof.
"Value Determination Date" means the last day in each calendar month, as of
which the Committee shall determine the value of each Unit in each Fund
established pursuant to Section VII. hereof. Wherever used in this Plan, the
masculine pronoun shall include the feminine pronoun.
III. EFFECTIVE DATE
This Plan shall be effective as of July 1, 1965, or as soon as practicable
thereafter.
IV. ELIGIBILITY
Beginning with the January 1st following his employment, any Employee who
is included within a group or class designated by the Company as eligible for
participation may become a Member of this Plan in accordance with Section V.
hereof. The groups or classes designated by the Company are set forth in
Schedule A.
No Leased Employee shall be eligible to participate in the Plan.
A Member or an Employee who was eligible for participation who has
terminated employment and who is subsequently reemployed with a group or class
designated by the Company is eligible for participation as of the date of such
re-employment. An Employee
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who was not eligible for participation and who was subsequently reemployed
within a group or class designated by the Company is eligible for participation
as of the earlier of (i) the January 1st following his re-employment, or (ii)
the later of the date of re-employment or the first day of the month following
the completion of one year of Creditable Service.
V. PARTICIPATION
Participation in the Plan shall be entirely voluntary. An eligible
Employee may become a Member of this Plan on the January 1st that he first
becomes eligible in accordance with Section IV. hereof, or on the first day of
any subsequent calendar month (or on the first day of the payroll period next
succeeding), by authorizing his Employer to make payroll deductions in the form
prescribed by the Committee and by directing the investment thereof as
hereinafter provided, or, with the approval of the Company, by the transfer of
all or a portion of a Rollover Contribution to the Plan for the account of said
Employee. Such authorizations and directions shall continue in effect unless
or until the Member suspends, withdraws, or modifies them, as hereinafter
provided, or until termination of employment or of the Plan.
VI. CONTRIBUTIONS
A. Employee Contributions and Qualified Deferred Earnings Contributions
Subject to applicable limitations in this Section and in Section XIV., a
Member may contribute as Employee Contributions on an after-tax basis in each
pay period, by payroll deduction, an amount equal to from 2% to 15%, inclusive,
in whole percents of his Regular Earnings for said period; provided, however,
that a Member receiving remuneration in the form of salary continuation who is
no longer performing services as an employee, may not contribute. To the extent
that a Member contributes less than 15% of his Regular Earnings as Employee
Contributions, and subject to the applicable limitations in this Section and in
Section XV., a Member may elect under Section 401(k) of the Code and the
applicable Treasury Regulations thereunder, in writing on a form prescribed by
the Committee, to defer receipt of up to 15% of his Regular Earnings, or such
lesser amount as established by rule of the Committee (which rule may be applied
uniformly, or solely to those members who are Highly Compensated Employees in
accordance with the Code and the applicable Treasury Regulations thereunder),
and to have such deferred earnings, hereinafter referred to as Qualified
Deferred Earnings Contributions, contributed to the Plan by the Employer on his
behalf; provided, however, that the total Employee
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Contributions and Qualified Deferred Earnings Contributions under this Section
shall not exceed 15% of Regular Earnings for any Plan Year and provided,
further, that Qualified Deferred Earnings Contributions and the appreciation
thereon may not be withdrawn by or distributed to a Member until the earliest of
the Member's retirement, death, disability, separation from service, hardship
(as defined in Section X.B.) or attainment of age 59-1/2.
Election of the amount of contribution by a Member shall be made upon such
forms and in such manner as the Committee in its sole discretion shall provide
and shall be effective on the payroll period following receipt of such election
form by the Employer. A Member's election may be changed or terminated only
once in any succeeding three (3) month period, or such other period as may be
prescribed by uniform rule of the Committee, to be effective upon the first day
of the next succeeding calendar month (or on the first day of the payroll period
next succeeding); provided, that a Member may increase the rate of his Qualified
Deferred Earnings Contributions only once in any calendar year, or at such
greater or lesser frequency as may be established from time to time by rule of
the Committee, and further provided that a Member may be required to revise his
election to enable the Plan to meet the non-discrimination tests set forth in
the Code, the applicable Treasury Regulations thereunder and the Plan.
Contributions shall be remitted to the Trustee within thirty (30) days
after the end of the calendar month in which the contributions are deducted, and
shall be made in cash; provided, however, that all or any portion of any such
contribution to Fund C may be retained and added to the Company's capital funds,
and there may be delivered to the Trustee treasury stock or authorized but
previously unissued stock of the Company, or stock held by any trust established
by the Company for the purpose of satisfying the Company's obligations for the
issuance of Company Stock under the Plan, of a value equal to the amount so
retained. The value of any such stock shall be the mean between the highest and
lowest prices at which the stock is traded on the New York Stock Exchange or, if
not so traded, the mean between the closing bid and asked prices thereof on such
Exchange, on the last trading day of the calendar month in which the
contributions are deducted. Employee Contributions and Qualified Deferred
Earnings Contributions and the earnings thereon shall be nonforfeitable.
Qualified Deferred Earnings Contributions shall be permitted only to the
extent such contributions are fully deductible by the Employer under Section 404
of the Code for the Plan Year as to which such contributions are made.
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B. Employer Contributions
Subject to the limitations in this Section and in Section XIV., the
Employer shall contribute and allocate to the Account of each Member out of
current or accumulated earnings and profits an amount equal to the percent
indicated below of Employee Contributions, or Qualified Deferred Earnings
Contributions, for each calendar month, up to 6% of the Member's Regular
Earnings, determined before any reduction for Qualified Deferred Earnings
Contributions:
Contributions by or on Employer Matching
Behalf of a Member Contributions
First 2% 100%
Next 4% 50%
Employer Contributions shall be remitted to the Trustee within thirty (30)
days after the end of each calendar month, and shall be made in cash; provided,
however, that all or any portion of any such contribution may be retained and
added to the Company's capital funds, and there may be delivered to the Trustee
treasury stock or authorized but previously unissued stock of the Company, or
stock held by any trust established by the Company for the purpose of satisfying
the Company's obligations for the issuance of Common Stock under the Plan, of a
value equal to the amount so retained. The value of any such stock contributed
by an Employer shall be the mean between the highest and lowest prices at which
the stock is traded on the New York Stock Exchange or, if not so traded, the
mean between the closing bid and asked prices thereof on such Exchange, on the
last trading day of such calendar month.
Subject to the applicable limitations in this Section and in Section XIV.,
at the discretion of the Company, Employer Contributions may be increased to an
amount not to exceed 100% in the aggregate of a Member's Employee Contributions
or Qualified Deferred Earnings Contributions. Such additional Employer
Contributions shall be allocated to the Account of each Member in the same
manner as provided in this Section VI.B.
If any Employer is prevented from making its contribution because it has no
current or accumulated earnings or profits or because such earnings or profits
are insufficient for it to make its contribution in full, then so much of the
contribution which such Employer is prevented from making may be made for the
benefit of Members employed by such Employer by the other Employers to the
extent and in the amounts permitted by Section 404(a)(3)(b) of the Code. Any
such contribution made for an Employer by one or more other Employers shall be
considered for all provisions of the Plan, unless otherwise provided in the
Code, to have been made by the Employer for whose benefit it was made.
<PAGE>
- 9 -
Contributions under the Plan made by the Employer to the Trust Fund shall
be made in a single payment or installments and shall not in the aggregate for
each year exceed the maximum deductible contributions for such Plan Year under
Section 404 of the Code.
C. Rollover Contributions
Assets transferred to the Plan from a pension or profit sharing plan
maintained by an Employer as a result of an amendment, termination, merger, or
consolidation of said plan shall constitute Rollover Contributions. For the
purpose of this Plan, Rollover Contributions shall be treated as Employee
Contributions, Qualified Deferred Earnings Contributions, or as Employer
Contributions in accordance with the treatment afforded such assets in the prior
plan, except that such assets may be invested in Funds A, B and/or C in this
Plan notwithstanding the fact that they represented employer contributions in
the prior plan. An Employee shall be vested in a Rollover Contribution to at
least the same extent as the Employee was vested in such monies under the terms
of the prior plan.
D. Maximum Additions
Notwithstanding anything contained herein to the contrary, the total annual
additions, as hereinafter defined, made to the Account of a Member for a
calendar year (the "limitation year") shall not exceed the lesser of the maximum
dollar amount permitted by Section 415(c)(1)(A) of the Code (currently $30,000
(or if greater, 1/4 of the dollar limitation in effect under Section
415(b)(1)(A) of the Code)) or 25% of the Member's compensation, subject to the
following:
If such annual additions exceed the foregoing limitation, as a result of an
allocation of forfeitures (if any), a reasonable error in estimating the
Member's compensation or a reasonable error in determining the amount of
Qualified Deferred Earnings Contributions that may be made under this
limitation, any Qualified Deferred Earnings Contributions or Employee
Contributions made by the Member, which were not matched by Employer
Contributions and which cause the excess, shall be returned (with earnings
thereon) to the Member. If, after returning such excess amounts to the Members,
an excess still exists, such excess shall be allocated and reallocated to other
Eligible Members, as defined in Section XIV. herein. However, if such
allocation or reallocation of the excess amounts causes the limitations of
Section 415 of the Code to be exceeded with respect to each Eligible Member for
the limitation year, such excess as still remains shall be held unallocated in a
suspense account for the limitation year and shall be allocated to the
appropriate Eligible Member in the next limitation year before any employer or
employee contributions which would constitute
<PAGE>
- 10 -
annual additions under Section 415 of the Code and the Treasury Regulations
thereunder may be made to the Plan for that limitation year.
Notwithstanding the foregoing, in the case of an Employee who participates
in this Plan and in the Company's Retirement Annuity Plan or any other defined
benefit plan or defined contribution plan maintained by an Employer, the sum of
the defined contribution plan fraction and the defined benefit plan fraction for
any year shall not exceed 1.0. In the event the sum of such fractions exceeds
1.0, the Committee responsible for the administration of the defined benefit
plan shall reduce the pension provided under the defined benefit plan in order
that none of the plans shall be disqualified under the Code. For purposes of
applying the limitations of this Section, the following rules shall apply:
The defined contribution plan fraction for any limitation year shall mean
the actual aggregate annual additions, as hereinafter defined, to this Plan and
all other defined contribution plans maintained by the Employer or Affiliate
determined as of the close of the year, over the sum of the lesser of the
following amounts determined for the limitation year under consideration and
each prior year of service with the Employer or Affiliate: (i) 1.25 multiplied
by the maximum dollar limitation in effect under Section 415(c)(1)(A) (without
regard to Section 415(c)(6)) of the Code), or (ii) 1.4 multiplied by the maximum
amount of annual additions which could have been credited to such Member under
Section 415(c)(1)(B) of the Code for such year, taking into account the
transition rules for years ending before January 1, 1983 prescribed thereunder
and under ERISA and the Tax Equity and Fiscal Responsibility Act of 1982,
including the rules of Section 415(e)(3) of the Code, as amended by the Tax
Equity and Fiscal Responsibility Act of 1982, and as adjusted by Section
235(g)(3) of the Tax Equity and Fiscal Responsibility Act of 1982, unless the
Committee elects to apply the rules of Section 415(e)(6) of the Code, as added
by the Tax Equity and Fiscal Responsibility Act of 1982; provided, however, that
the defined contribution plan fraction shall not be deemed to exceed 1.0 with
respect to years ending prior to January 1, 1976.
The defined benefit plan fraction for any limitation year shall mean the
projected annual benefit of the Member under the defined benefit plan of the
Employer (determined as of the close of the limitation year, and determined
under the assumptions that his employment will continue until his normal
retirement age or current age, if later, under the plan, that his compensation
will continue at the same rate as in effect in the limitation year under
consideration, and that all other relevant factors used to determine benefits
under the plan will remain constant for all future years), over the lesser of
(i) 1.25 multiplied by the maximum dollar limitation in effect under Section
415(b)(1)(A) of
<PAGE>
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the Code for such limitation year, or (ii) 1.4 multiplied by the projected
annual benefit that would be payable to the Member under the plan (determined as
of the close of the limitation year) if the plan provided the maximum benefit
allowable under Section 415(b)(1)(B) of the Code as adjusted by Section
235(g)(4) of the Tax Equity and Fiscal Responsibility Act of 1982; provided,
however, that the defined benefit plan fraction with respect to a Member whose
pension is limited by his compensation and the terms of such plan on October 2,
1973, shall not be deemed to exceed 1.0.
The annual addition shall mean the sum of the Employer Contributions,
Qualified Deferred Earnings Contributions, forfeitures, if any, and (a) for
years prior to January 1, 1987, the lesser of Employee Contributions in excess
of 6% of the Member's compensation or one-half of the Member's total Employee
Contributions allocated to the Member's account under this Plan for each year,
and (b) for years beginning after December 31, 1986, all Employee Contributions;
provided, however, that for purposes of computing the defined contribution plan
fraction for any year prior to January 1, 1976, the Member's Employee
Contributions taken into account for such year shall be deemed to be an amount
equal to the excess of the aggregate of the Member Contributions to the Plan
prior to January 1, 1976 (without regard to contributions made on or after
October 2, 1973, which exceed the rate of Employee Contributions prescribed
under the terms of the Plan as of such date) over 10% of his aggregate
compensation for each year of his participation in the Plan prior to such date,
multiplied by a fraction, the numerator of which is 1 and the denominator of
which is the number of the Member's years of participation prior to January 1,
1976. The term "annual addition" shall not include Rollover Contributions under
this Plan and any other defined contribution plan of the Employer or Affiliate.
For purposes of determining the percentage limitations in this Section, the
term "compensation" shall mean compensation as defined under Section 415(c)(3)
of the Code and the Treasury Regulations issued thereunder.
The limitations of this Section with respect to any Member who at any time
has participated in any other defined contribution plan, or in more than one
defined benefit plan, maintained by the Employer or Affiliate shall apply as if
the total benefits payable under all defined benefit plans in which the Member
has been a participant were payable from one plan, and as if the total annual
additions, made to all defined contribution plans in which the member has been a
participant, were made to one plan.
<PAGE>
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VII. INVESTMENT OF FUNDS
A. Employee Contributions and Qualified Deferred Earnings Contributions
Each Member may elect upon enrollment, or thereafter at intervals of at
least THREE (3) MONTHS' [ONE (1) MONTH - EFFECTIVE 10/1/94], duration by
direction in the form prescribed by the Committee that his future Employee
Contributions and Qualified Deferred Earnings Contributions shall be invested in
one or more of the following Funds:
(1) Fund A - An unsegregated fund invested and re-invested in obligations
principally of a short or intermediate term nature, including but not limited to
savings accounts, savings and loan accounts, time deposits, certificates of
deposit, savings certificates, short term securities issued or guaranteed by the
United States of America or any agency or instrumentality thereof, and corporate
obligations or participations therein (but excluding specifically property,
stock or securities of the Company or an Associate Company), although the same
may not be legal investments for trustees under the laws applicable thereto, to
be selected and held by the Trustee in its sole discretion; or invested and
re-invested in whole or in part in one or more investment contracts with one or
more insurance companies as directed from time to time by the Committee.
(2) Fund B - An unsegregated fund invested and re-invested in corporate
common stocks either in separate accounts (excluding specifically common stocks
of the Company or an Associate Company) or in commingled equity funds, such as a
stock index fund, which may include a proportionate share of common stocks of
the Company or an Associate Company, although the same may not be legal
investments for trustees under the laws applicable thereto, to be selected by
the Trustee or the Investment Adviser provided for in Section XVIII., in its
sole discretion, or, in the case of the commingled equity fund, to be selected
by the Committee, in its sole discretion, and held by the Trustee.
(3) Fund C - An unsegregated fund invested and re-invested solely in
Pfizer Inc. common stock, although such may not be a legal investment for
trustees under the laws applicable thereto. The Trustee shall make purchases of
such stock in the open market or from the Company if treasury stock or
authorized but unissued stock is made available by the Company for such
purchase. If such stock is purchased from the Company, its price shall be the
mean between the highest and lowest prices at which the stock was traded on the
New York Stock Exchange on the day of purchase or, if not so traded, the mean
between the closing bid and asked price thereof on such Exchange on the day of
purchase. The Trustee may also obtain
<PAGE>
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such stock from any trust established by the Company for the purpose of
satisfying the Company's obligations for the issuance of Common Stock under the
Plan. The Trustee may also purchase such stock from private sources at a cost
not in excess of that at which such stock is available on the market.
[THIS NEW FUND D TO BE EFFECTIVE 10/1/94]
(4) FUND D - A SHORT-TERM FUND CONSISTING OF SHORT-TERM FIXED INCOME
INVESTMENTS, GENERALLY U.S. TREASURY BILLS, COMMERCIAL PAPER AND CERTIFICATES OF
DEPOSIT AND SIMILAR HIGH QUALITY INVESTMENTS.
A Member shall also have the right, at intervals of at least THREE (3)
MONTHS' [ONE (1) MONTH, EFFECTIVE 10/1/94] duration, as the Committee may by
uniform rule permit, to direct that any of his existing Units in any one of the
foregoing Funds be converted to any other of the above Funds. Such direction to
convert shall be effective as of the first Value Determination Date following
receipt thereof by the Committee. A charge in an amount to be established by
the Committee but not to exceed 1% of the value of the Units being converted, to
cover all or part of the administrative costs thereof, may be deducted for such
conversions.
Notwithstanding the foregoing, any Member subject to Section 16 of the
Securities Exchange Act of 1934 who elects to make a conversion involving Units
in Fund C shall make such election during the period beginning on the third
business day following the date of release of quarterly or annual summary
statements of sales and earnings and ending on the twelfth business day
following such date, and shall not make such an election more often than once
every six months.
B. Employer Contributions
All Employer Contributions shall be invested in a separate unsegregated
fund consisting solely of Pfizer Inc. common stock (hereinafter referred to as
the Company Common Stock Fund or as Fund P). When such contributions are in
cash, the Trustee shall make purchases of such stock in the open market or from
the Company if treasury stock or authorized but unissued stock is made available
by the Company for such purchase. If such stock is purchased from the Company,
its price shall be the mean between the highest and lowest prices at which the
stock was traded on the New York Stock Exchange on the day of purchase or, if
not so traded, the mean between the closing bid and asked price thereof on such
Exchange on the day of purchase. The Trustee may also obtain such stock from
any trust established by the Company for the purpose of satisfying the Company's
obligations for the issuance of Common
<PAGE>
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Stock under the Plan. The Trustee may also purchase such stock from private
sources at a cost not in excess of that at which such stock is available on the
market.
C. Investment of Income Received
Subject to paragraph D. below, interest, cash dividends, stock dividends
and capital gains shall be held or invested and re-invested by the Trustee in
the same Fund from which they were derived.
D. Cash Balances
Nothing provided herein shall prevent the Trustee or, in the case of Fund
B, the Investment Adviser provided for in Section XVIII., from maintaining in
cash or short term securities such part of the assets of each Fund (including
the Company Common Stock Fund) as in its sole discretion it shall deem necessary
or desirable to accomplish the purposes of this Plan.
VIII. CREDITS TO MEMBERS' ACCOUNTS
A Member's proportionate interest in each Fund in which he participates and
the Company Common Stock Fund shall be represented by Units of Participation
(hereinafter called "Units"). When each Fund is established, each Unit shall be
valued at $1.00. Thereafter, the Committee shall determine on each Value
Determination Date the value of the Unit in each Fund by dividing the sum of
uninvested cash and the fair market value of securities therein, by the total
number of Units of the Fund. The number of Units for each calendar month
credited to a Member in Fund A, B, or C, as applicable, shall be determined by
dividing his contributions for that calendar month by the value of a Unit in
each such Fund on the Value Determination Date for such calendar month. The
number of Units for each calendar month credited to a Member in the Company
Common Stock Fund shall be determined by dividing the related Employer
Contributions on his behalf, allocated as provided under the Plan, by the value
of a Unit in such Fund on the Value Determination Date for such calendar month.
An individual record of the account of each Member shall be maintained by
the Committee and each Member shall receive periodically, but at least once each
year, a statement setting forth the status of his Account.
<PAGE>
- 15 -
IX. VESTING OF EMPLOYER CONTRIBUTIONS
A Member is 100% vested in Employer Contributions.
X. SUSPENSION OF CONTRIBUTIONS
A Member may suspend his Employee Contributions or Qualified Deferred
Earnings Contributions at any time by direction to the Employer in the form
prescribed by the Committee, to be effective as of the next succeeding Value
Determination Date. During the suspension of Employee Contributions and
Qualified Deferred Earnings Contributions, [WHICH SHALL BE FOR A PERIOD OF AT
LEAST ONE MONTH, - EFFECTIVE 10/1/94] no Employer Contributions will be made by
the Employer on behalf of such Member. SUCH MEMBER SHALL ALSO BE INELIGIBLE TO
RECOMMENCE CONTRIBUTIONS UNTIL THE FIRST DAY OF THE CALENDAR MONTH FOLLOWING ONE
(1) ADDITIONAL YEAR OF SERVICE AS AN EMPLOYEE FROM THE DATE UPON WHICH HIS
CONTRIBUTIONS WERE FIRST SUSPENDED. [EFFECTIVE 10/1/94, THE IMMEDIATELY
PRECEDING SENTENCE WILL BE DELETED.] A Member who is on short-time shift or on
military leave of absence may elect to continue his contributions under this
Plan. A Member who has been laid off for lack of work or who is on leave of
absence will be deemed to have suspended his contributions until such time as he
is restored to the regular service of his Employer, at which time he may
immediately recommence contributions under the Plan.
Any Member subject to Section 16 of the Securities Exchange Act of 1934
who elects to suspend his contribution to Fund C must make such election at
least six months prior to the suspension or must cease further contributions
and conversions in Fund C for six months, unless such suspension is caused by
reason of the requirements of Section 401(a)(17) or 415 of the Code.
XI. WITHDRAWALS
Subject to the limitations imposed under Section VI.A. above restricting
the withdrawal of Qualified Deferred Earnings Contributions until the earliest
of the Member's retirement, death, disability, separation from service, hardship
or attainment of age 59-1/2, a Member may, by direction to the Committee in the
form prescribed by the Committee, withdraw all or any part of the value of his
Account, as of the Value Determination Date coincident with or next following
the receipt of notice of such withdrawal, upon the following conditions,
provided that, a Member who has attained age 59-1/2 who withdraws the full value
of his account may, upon selection in writing to the Committee, receive a lump
sum distribution in Pfizer common stock equal in value to all or any part of his
share in Fund C and his share, if any, in the Company
<PAGE>
- 16 -
Common Stock Fund, plus cash equal in amount to his share in Fund A or B, as
applicable, and his remaining share in Fund C and/or any remaining share in the
Company Common Stock Fund:
A. Withdrawal - Other Than of Qualified Deferred Earnings Contributions
Except as stated above, a Member shall be entitled to withdraw in cash at
any time up to the full value of his Employee Contributions and Employer
Contributions; provided, however, that an Employee who first becomes a Member on
or after March 1, 1991 shall be entitled to withdraw in cash at any time an
amount equal to all or any part of his Account attributable to Employer
Contributions only if such contributions have been held under the Plan for at
least two years from the date of contribution, or at least five years have
elapsed since the Employee enrolled in the Plan, or if the Employee would be
entitled to make a hardship withdrawal of such Employer Contributions under the
hardship withdrawal standards applicable to Qualified Deferred Earnings
Contributions; and further provided that funds are withdrawn from a Member's
Account in the following order: pre-1987 Employee Contributions; post-1986
Employee Contributions and associated earnings; earnings on pre-1987 Employee
Contributions; and Employer Contributions and associated earnings.
B. Withdrawal - Qualified Deferred Earnings Contributions
At any time prior to termination of service, a Member who has attained age
59-1/2 may, upon notice to the Committee specifying the amount to be withdrawn,
withdraw in cash from the Trust Fund an amount up to the value of his Account
allocable to Qualified Deferred Earnings Contributions and appreciation thereon
remaining in the Trust Fund as of the next Value Determination Date following
receipt of such election, provided the Member first makes a full withdrawal
under subsection A. of this Section XI.
At any time prior to termination of service, a Member shall be entitled to
make a hardship withdrawal of the lesser of (i) his Qualified Deferred Earnings
Contributions and of the appreciation thereon accrued prior to January 1, 1989,
and (ii) the value of the Qualified Deferred Earnings Contributions allocated to
his Account as of the withdrawal, up to the amount needed to satisfy the
hardship, provided the Member first makes a full withdrawal under subsection A.
of this Section XI. of the maximum amount which may be withdrawn pursuant to
such subsection.
A distribution will qualify as a hardship distribution hereunder only if
the distribution is made on account of an immediate and heavy financial need and
the amount of the distribution is no greater than the amount necessary to
satisfy
<PAGE>
- 17 -
such need. The following are the only financial needs that are deemed to be
immediate and heavy: costs directly related to the purchase of a principal
residence (excluding mortgage payments) for the Member; expenses for medical
care described in Section 213(d) of the Code, incurred by the Member or the
Member's Spouse or dependents (as defined in Section 152 of the Code), or
necessary for these persons to obtain medical care described in Section 213(d)
of the Code; the payment of tuition and related educational fees (excluding room
and board) for the next 12 months of post-secondary education for the Member or
the Member's Spouse, children or dependents (as defined in Section 152 of the
Code); the amount necessary to prevent the eviction of the Member from his
principal residence or foreclosure on the mortgage on that residence; payments a
Member must make as a result of a tax delinquency or lien, or a court judgment
or lien which causes the Member to suffer severe financial hardship and not be
able to provide shelter and support for the Member's family; emergency expenses
for repairs to a Member's principal residence which are necessary to make the
home safe and habitable; emergency expenses necessary for a Member to continue
to earn employment income such as repairs to an automobile if the automobile is
essential for the Member to earn employment income and no other alternative form
of transportation is available; funeral expenses of an immediate family member;
legal fees to defend a Member or a member of the Member's immediate family
during criminal proceedings; payments to alleviate a severe financial burden
which would otherwise cause a Member and the Member's immediate family to suffer
present or impending bankruptcy, financial collapse, or severe financial
hardship. To demonstrate financial hardship hereunder, the Member must deliver
an executed statement indicating the reason for the need, the amount of the
need, and the fact that the Member has no other resources reasonably available
to relieve that need.
A distribution under this hardship withdrawal provision shall be deemed to
be no greater than an amount sufficient to satisfy the Member's immediate and
heavy financial need only if all of the following requirements are met: the
amount of the distribution is not in excess of the amount of such need,
including any federal, state or local income or excise taxes or penalties which
may reasonably be expected to be incurred on account of the distribution; the
Member has obtained all distributions (other than hardship distributions) and
all nontaxable loans currently available to the Member under all employee
benefit plans sponsored by the Employer or Affiliate; for the calendar year
following the hardship distribution, the Member is not permitted to make
Qualified Deferred Earnings Contributions under all employee benefit plans
sponsored by the Employer or Affiliate in excess of the elective deferral limit
specified in Section 402(g) of the Code (as Adjusted) less the amount of
Qualified Deferred Earnings Contributions made by the Member in the calendar
year of the
<PAGE>
- 18 -
distribution; and the Member is not permitted to make Qualified Deferred
Earnings Contributions and any other type of elective deferral contribution or
employee contributions under any other qualified or nonqualified plan of
deferred compensation maintained by the Employer or Affiliate for 12 months
following such distribution or to exercise stock options for cash for 12 months
following such distribution.
C. Withdrawal - By Members subject to Section 16 of the Securities Exchange
Act of 1934
Any Member subject to Section 16 of the Securities Exchange Act of 1934 who
elects to make a withdrawal in the form of securities from Fund C and/or Fund P
must make such election at least six months prior to the withdrawal or must
cease further contributions and conversions in Fund C for six months, or the
securities so distributed must be held by him for six months prior to
disposition; provided, however, that extraordinary distributions of all of the
Company's securities held by the Plan and distributions in connection with
death, retirement, disability, termination of employment, or a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act, or the rules thereunder, are not subject to this
requirement.
XII. SETTLEMENT UPON TERMINATION OF EMPLOYMENT
Upon termination of employment, a Member, or in case of death, his
designated beneficiary, which in the case of a married Member shall be the
Member's spouse unless with the consent of the spouse another beneficiary has
been designated, or, if there is no spouse or other designated beneficiary, the
Member's legal representative, shall be entitled to settlement of his account
upon the following conditions:
A. Termination of Employment
1. Forms of Benefit. A Member terminating employment, or in the case of
a disabled Member terminating employment, his legal representative if one has
been appointed, may select settlement of his Account by making a selection in
writing to the Committee, in accordance with one of the following methods:
(a) a lump sum distribution in cash equal to the value of his Accounts in
Funds A, B, C, [D; EFFECTIVE 10/1/94], or the Company Common Stock
Fund, as applicable; or
(b) a lump sum distribution in Pfizer common stock equal in value to all
or any part of the Member's share in Fund C
<PAGE>
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and his share, if any, in the Company Common Stock Fund, plus cash
equal in amount to the Member's share in Fund A or B, as applicable,
and his remaining share in Fund C and/or, his remaining share in the
Company Common Stock Fund, if any, in a lump sum.
2. Accounts Left in the Plan After Termination. In the event that the
then present value of the Member's Account is $3,500 or less upon termination of
employment, the value of such Member's Account shall be distributed to the
Member in a lump sum as soon as practicable following termination of employment.
If the then present value of the Member's Account exceeds $3,500, the Account of
a Member who has terminated without making a selection in writing to the
Committee or otherwise consenting to a distribution within thirteen (13) months
following termination will remain in the Plan until the Member makes a total
withdrawal of his Account, reaches age 65, or earlier dies, at which time
settlement will be made in a lump sum distribution in cash or, if so selected in
accordance with this Section XII., in cash and/or stock equal to the full value,
determined as of the Value Determination Date immediately prior to or coincident
with the date of distribution of the Member's share in Fund A, B or C, as
applicable, and his share, if any, in the Company Common Stock Fund, less the
applicable withholding tax. Such Account may be TOTALLY [EFFECTIVE 10/1/94, THE
WORD TOTALLY WILL BE DELETED] withdrawn or may be transferred among funds in
accordance with the terms of the Plan. ALSO, ONE PARTIAL WITHDRAWAL WILL BE
PERMITTED WITH RESPECT TO SUCH AN ACCOUNT FOLLOWING TERMINATION. [EFFECTIVE
10/1/94, THIS LAST SENTENCE WILL BE DELETED.]
3. Value Determination Dates. In determining the net values of a
Member's Account hereunder, the Value Determination Date immediately subsequent
to or coincident with termination of service shall be used. For the purpose of
determining the value of any Company common stock distributed hereunder, such
value shall be the closing market price at which the stock was traded on the New
York Stock Exchange on such Value Determination Date or, if not so traded, the
mean between the closing bid and asked price thereof on such Exchange on such
Value Determination Date.
4. Delayed Distribution of Account. In no event shall distribution
commence later than sixty (60) days following the later of the end of the Plan
Year in which the Member attains age 65 or terminates employment. However, a
terminating Member may, subject to the first sentence in Section XII.A.2. and
Section XII.C. hereof, have payment of his benefit commence at a later date
which shall be the last day of a month not more than thirteen (13) months
following termination. Notwithstanding Section XII.A.3. hereof, in determining
the net value of the account of a Member receiving a delayed distribution, the
Value Determination Date
<PAGE>
- 20 -
immediately prior to or coincident wth the date of distribution shall be used.
B. Death
In the event of a Member's death, his designated beneficiary, which in the
case of a married Member shall be the Member's spouse unless with the consent of
the spouse another beneficiary has been designated, or, if there is no spouse or
other designated beneficiary, his legal representative, shall receive in cash
the full value of the Member's Account, if any, based upon both his share in
Funds A, B or C, as applicable, and in the Company Common Stock Fund, or, in
lieu of such cash payment such beneficiary or representative may select
settlement of the Member's Account in accordance with the alternatives available
under subsection A of this Section XII. to a Member upon terminating employment,
provided that an irrevocable selection in writing of such settlement is received
by the Committee not more than sixty (60) days following such death.
In determining the net value of a Member's Account hereunder, the Value
Determination Date immediately subsequent to or coincident with death shall be
used. For the purpose of determining the value of Company common stock, such
value shall be the mean between the highest and lowest prices at which the stock
was traded on the New York Stock Exchange on such Value Determination Date or,
if not so traded, the mean between the closing bid and asked price thereof on
such Exchange on such Value Determination Date.
C. Distribution Limitations
Notwithstanding the foregoing, in the event a Member is actively employed
beyond the year in which he attains age 70-1/2, the minimum amount required
under Section 401(a)(9) of the Code and the regulations issued thereunder shall
be distributed to him over the Member's life expectancy, commencing not later
than April 1 of the calendar year next following the calendar year in which he
attains age 70-1/2; provided, however, if a Member is not a five percent (5%)
owner (as defined in Section 416(i)(1)(B) of the Code) and shall have attained
age 70-1/2 before January 1, 1988, the benefits of any such Member shall be
distributed or shall commence to be distributed not later than the April 1
following the later of the calendar in which he retires or attains age 70-1/2.
Life expectancy will be redetermined annually in accordance with Treasury
Regulation Section 401(a)(9)-1(F-1)(d), and not as may be permitted under
Section 401(a)(9)(D) of the Code. Amounts required to be paid for each year
shall be based on the value of the Member's Account on the last day of the
immediately preceding Plan Year, adjusted to reflect any additional benefits
accrued during
<PAGE>
- 21 -
such immediately preceding Plan Year.
All distributions under the Plan shall comply with the incidental death
benefit requirements of Section 401(a)(9)(G) of the Code and the regulations
(including Treasury Regulation Section 1.401(a)(9)-2) and other guidance issued
thereunder.
D. Qualified Domestic Relations Order
Notwithstanding anything in the Plan to the contrary, the payment of any
benefit to which a Member may be entitled under this Section XII. shall be
subject to a qualified domestic relations order within the meaning of Section
414(p) of the Code.
XIII. DIRECT ROLLOVER DISTRIBUTIONS
Effective for distributions under the Plan on or after January 1, 1993, at
the written request of a distributee (which shall mean a Member, a surviving
spouse of a Member, or a spouse or former spouse of a Member that is an
alternative payee under a qualified domestic relations order), and upon receipt
of the written consent of the Committee, the Trustee shall effectuate a direct
rollover distribution of the amount requested by the distributee in accordance
with Section 401(a)(31) of the Code, to an eligible retirement plan (as defined
in Section 401(a)(31)(D) of the Code). Such amount may constitute all or part of
any distribution otherwise to be made hereunder to the distributee, provided
that such distribution constitutes an "eligible rollover distribution," as
defined in Section 402(c) of the Code and the regulations and other guidance
issued thereunder. All direct rollover distributions shall be made in
accordance with this Section. For purposes of this Section, the following terms
have the following meanings:
(i) The term "eligible rollover distribution" means any distribution of
all or any portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic
payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or for a specified period of ten
years or more; or any distribution to the extent such distribution
is required under Section 401(a)(9) of the code; or any distribution
to the extent such distribution is not includible in gross income
(determined without regard to the exclusion for net unrealized
appreciation with respect to the employer securities).
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(ii) The term "eligible retirement plan" means an individual retirement
account described in Section 408(a) of the Code, an individual
retirement annuity described in Section 408(b) of the Code, or (to
the extent provided in Section 401(a)(31)(D) of the Code) a
qualified trust described in Section 401(a) of the Code, that
accepts the distributee's eligible rollover distribution. However,
in the case of an eligible rollover distribution to a surviving
spouse, an eligible retirement plan is an individual retirement
account or individual retirement annuity.
(iii) A direct rollover distribution shall be made only to one eligible
retirement plan; a distributee may not elect to have a direct
rollover distribution apportioned between or among more than one
eligible retirement plan.
(iv) Direct rollover distributions shall be made in cash in the form of a
check made out to the Trustee of the eligible retirement plan, in
accordance with procedures established by the Committee, plus shares
of Pfizer common stock otherwise distributable hereunder to the
distributee, which shares shall be registered in a manner necessary
to effectuate a direct rollover under Section 401(a)(31) of the
Code.
(v) Amounts attributable to after-tax employee contributions shall be
distributed directly to the distributee and may not be distributed
in a direct rollover distribution.
(vi) No direct rollover distribution shall be made unless the distributee
furnishes the Committee with such information as the Committee shall
require, including but not limited to: the name of the recipient
eligible retirement plan, and any account number or other
identifying information.
(vii) A distributee may have a portion of an eligible rollover
distribution distributed directly to him and a portion directly
rolled over to an eligible retirement plan as such distributee may
determine.
XIV. ADDITIONAL LIMITATIONS ON EMPLOYEE AND EMPLOYER CONTRIBUTIONS
The annual Employee Contributions and Employer Contributions must meet one
of the following two tests:
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(i) The Average Contribution Percentage for Eligible Members who are
Highly Compensated Employees for the Plan Year shall not exceed the
Average Contribution Percentage for Eligible Members who are
Nonhighly Compensated Employees for the Plan Year multiplied by
1.25; or
(ii) The Average Contribution Percentage for Eligible Members who are
Highly Compensated Employees for the Plan Year shall not exceed the
Average Contribution Percentage for Eligible Members who are
Nonhighly Compensated Employees for the Plan Year multiplied by 2,
provided that the Average Contribution Percentage for Eligible
Members who are Highly Compensated Employees does not exceed the
Average Contribution Percentage for Eligible Members who are
Nonhighly Compensated Employees by more than two (2) percentage
points or such lesser amount as the Secretary of the Treasury shall
prescribe to prevent the multiple use of this alternative limitation
with respect to any Highly Compensated Employee.
An Eligible Member means any Employee of an Employer Company who is
otherwise authorized under the terms of the Plan to have Employee Contributions
or Employer Contributions or Qualified Deferred Earnings Contributions allocated
to his Account for the Plan Year.
Average Contribution Percentage means the average (expressed as a
percentage) of the Contribution Percentages of the Eligible Members in a group.
Contribution Percentage means the ratio (expressed as a percentage) of (a)
the sum of (i) Employer Contributions, (ii) Employee Contributions and (iii)
Qualified Deferred Earnings Contributions to the extent permitted pursuant to
regulations under Section 401(m) of the Code (and approved in the discretion of
the Committee), in each case made for the Plan Year on behalf of the Eligible
Member to (b) the Eligible Member's compensation for the Plan Year. For these
purposes, compensation means an Employee's wages as defined in Section 3401(a)
of the Code and all other payments of compensation to the Employee by his
Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Employee a written statement under Sections
6041(d), 6051(a)(3) and 6052 of the Code, determined without regard to any rules
under Section 3401(a) that limit the remuneration included in wages based on the
nature or location of the employment or the services performed, and provided
that compensation shall include amounts contributed by an Employer that are not
includible in the gross income of an Employee under Section
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125 or 402(e)(3) of the Code. The amount of compensation taken into account for
these purposes shall be limited in accordance with Section 401(a)(17) of the
Code.
For purposes of this Section, the Contribution Percentage for any Eligible
Member who is a Highly Compensated Employee for the Plan Year and who is
eligible to make employee contributions, or to receive matching contributions,
qualified nonelective contributions or elective deferrals (as such terms are
defined in Section 401(m) of the Code) allocated to his account under two or
more plans described in Section 401(a) of the Code or arrangements described in
Section 401(k) of the Code that are maintained by the Employer or an Affiliate
shall be determined as if all such contributions were made under a single plan.
In the event that the Plan satisfies the requirements of Section 401(a)(4)
or 410(b) of the Code only if aggregated with one or more other plans, or if one
or more other plans satisfy the requirements of Section 401(a)(4) or 410(b) of
the Code only if aggregated with the Plan, then this Section shall be applied by
determining the Contribution Percentages of Eligible Members as if all such
plans were a single plan.
For purposes of determining the Contribution Percentage of an Eligible
Member who is a Highly Compensated Employee, the Employer Contribution, Employee
Contributions and compensation of such Member shall include the Employee
Contributions, Employer Contributions and compensation of family members of such
Member as defined in the definition of Highly Compensated Employee, and such
family members shall be disregarded in determining the Contribution Percentage
for Eligible Members who are Nonhighly Compensated Employees. For these
purposes, "compensation" shall have the same meaning as compensation for
purposes of determining the Contribution Percentage.
The determination and treatment of the Contribution Percentage of any
Member shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.
Excess Aggregate Contributions means the excess of (i) the aggregate amount
of Employee Contributions, and the aggregate amount of Employer Contributions,
and to the extent permitted (and approved in the discretion of the Committee) or
required under regulations of the Secretary of the Treasury, Qualified Deferred
Earnings Contributions actually made with respect to each Plan Year on behalf of
Highly Compensated Employees for such Plan Year, over (ii) the maximum amount of
such contributions permitted under the limitations of Section XIV. In
accordance with the regulations issued under Section 401(m) of the Code, Excess
Aggregate Contributions shall be determined by a leveling procedure under
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which the Contribution Percentage of the Highly Compensated Employee with the
highest such percentage is reduced to the extent required to cause such Member's
Contribution Percentage to equal that of the Highly Compensated Employee with
the next highest Contribution Percentage, or, if it results in a lower
reduction, to the extent required to enable the limitations of Section XIV. to
be satisfied. This leveling procedure is repeated until the limitations of
Section XIV. are satisfied. In no case shall the amount of Excess Aggregate
Contributions with respect to any Highly Compensated Employee exceed the
Employee Contributions and Employer Contributions made on behalf of such Member
in any Plan Year.
The determination of Excess Aggregate Contributions with respect to the
Plan shall be made after first determining the Excess Deferral Amount and then
determining the Excess Qualified Deferred Earnings Contributions under Section
XV.
Excess Aggregate Contributions and income allocable thereto shall be
distributed in cash by the end of the 2-1/2 month period following the Plan Year
to which such contributions relate, to Members to whose Accounts Employee
Contributions or Employer Contributions were allocated for such preceding Plan
Year. Notwithstanding the foregoing, Excess Aggregate Contributions shall in no
event be distributed later than the end of the Plan Year following such
preceding Plan Year; provided however that Excess Aggregate Contributions shall
be distributed by reducing contributions made on behalf of Highly Compensated
Employees in the order of their Contribution Percentages beginning with the
highest of such percentages.
The income or loss allocable to Excess Aggregate Contributions shall be
determined by multiplying the income or loss allocable to the Member's Employee
Contributions and Employer Contributions for the Plan Year by a fraction, the
numerator of which is the Excess Aggregate Contributions on behalf of the Member
for the Plan Year and the denominator of which is the Member's Account
attributable to Employee Contributions and Employer Contributions on the last
day of the Plan Year reduced by the gain allocable to such total amount for the
Plan Year and increased by the loss allocable to such total amount for the Plan
Year. Income shall include the gain or loss for the period between the end of
the Plan Year and the date of distribution as provided under the safe harbor
method under regulations promulgated by the Secretary of the Treasury.
Amounts distributed to Highly Compensated Employees hereunder shall be
treated as annual additions to the extent required by law.
Notwithstanding anything in the Plan to the contrary, if the rate of
Employer Contributions (determined after application of the corrective
mechanisms described in this Section XIV. and Section
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XV.) discriminates in favor of Highly Compensated Employees, the Employer
Contributions attributable to any Excess Qualified Deferred Earnings
Contributions, Excess Aggregate Contributions, or Excess Deferral Amounts of
each affected Highly Compensated Employee shall be forfeited so that the rate of
Employer Contributions is nondiscriminatory. Any such forfeitures shall be made
no later than the end of the Plan Year following the Plan Year for which the
contribution was made. Forfeitures, if any, shall be utilized to reduce future
Employer Contributions.
XV. ADDITIONAL LIMITATIONS ON QUALIFIED DEFERRED EARNINGS CONTRIBUTIONS
Notwithstanding the foregoing, a Member's Qualified Deferred Earnings
Contributions to the Plan during a Plan Year, when added to amounts deferred
during such Plan Year under any other plans or arrangements described in Section
401(k) of the Code which are sponsored by an Employer, may not exceed $7,000 (as
Adjusted); and provided further that all contributions hereunder shall be
limited by the requirements under Sections 401(k) and 401(m) of the Code and the
regulations thereunder with respect to a maximum percentage or percentages for
Highly Compensated Employees. The Committee may decrease the maximum
percentages with respect to all or some Members as it deems necessary or
appropriate consistent with the requirements of Sections 401(k) and 401(m) of
the Code and the regulations thereunder.
In addition, the Qualified Deferred Earnings Contributions must meet one of
the following two tests:
(i) The Average Actual Deferral Percentage for Eligible Members who are
Highly Compensated Employees for the Plan Year shall not exceed the
Average Actual Deferral Percentage for Eligible Members who are
Nonhighly Compensated Employees for the Plan Year multiplied by
1.25; or
(ii) The Average Actual Deferral Percentage for Eligible Members who are
Highly Compensated Employees for the Plan Year shall not exceed the
Average Actual Deferral Percentage for Eligible Members who are
Nonhighly Compensated Employees for the Plan Year multiplied by 2,
provided that the Average Actual Deferral Percentage for Eligible
Members who are Highly Compensated Employees does not exceed the
Average Actual Deferral Percentage for Eligible Members who are
Nonhighly Compensated Employees by more than two (2) percentage
points or such lesser amount as the Secretary of the Treasury shall
prescribe to prevent the multiple use of
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the alternative limitation with respect to any Highly Compensated
Employee.
The Average Actual Deferral Percentage means the average (expressed as a
percentage) of the Actual Deferral Percentages of the Eligible Members in a
group.
Actual Deferral Percentage means the ratio (expressed as a percentage) of
Qualified Deferral Earnings Contributions on behalf of the Eligible Member for
the year to the Eligible Member's compensation for the Plan Year. For these
purposes, compensation means an Employee's wages as defined in Section 3401(a)
of the Code and all other payments of compensation to the Employee by his
Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Employee a written statement under Sections
6041(d), 6051(a)(3) and 6052 of the Code, determined without regard to any rules
under Section 3401(a) that limit the remuneration included in wages based on the
nature or location of the employment or the services performed, and provided
that compensation shall include amounts contributed by an Employer that are not
includible in the gross income of an Employee under Section 125 or 402(e)(3) of
the Code. The amount of compensation taken into account for these purposes
shall be limited in accordance with Section 401(a)(17) of the Code.
For purposes of this Section, the Actual Deferral Percentage for any
Eligible Member who is a Highly Compensated Employee for the Plan Year and who
is eligible to have Qualified Deferred Earnings Contributions allocated to his
account under two or more plans or arrangements described in Section 401(k) of
the Code that are maintained by the Employer or an Affiliate shall be determined
as if all such Qualified Deferred Earnings Contributions were made under a
single plan.
For purposes of determining the Actual Deferral Percentage of a Member who
is a Highly Compensated Employee, the Qualified Deferred Earnings Contributions,
and the compensation of such Member shall include the Qualified Deferred
Earnings Contributions, and compensation of family members of such Members
described in the definition of Highly Compensated Employee and such family
members shall be disregarded in determining the Actual Deferral Percentage for
Members who are Nonhighly Compensated Employees. For these purposes,
"compensation" shall have the same meaning as compensation for purposes of
determining the Actual Deferral Percentage.
The determination and treatment of the Qualified Deferred Earnings
Contributions and Actual Deferral Percentage of any Member shall satisfy such
other requirements as may be prescribed by the Secretary of the Treasury.
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If in a calendar year, the sum of Qualified Deferred Earnings Contributions
and deferrals under other Section 401(k) plans sponsored by an Employer on
behalf of a Member exceed the limitation of $7,000 (as Adjusted) under this
Section XV., such excess shall constitute Excess Deferral Amounts under this
Plan to the extent of Qualified Deferred Earnings Contributions made under the
Plan on behalf of such Member in that calendar year. Notwithstanding any other
provision of the Plan, Excess Deferral Amounts increased by any income and
decreased by any loss allocable thereto pursuant to this Section shall be
distributed in cash no later than each April 15 to Members on whose behalf such
Excess Deferral Amounts were made for the preceding calendar year.
The income or loss allocable to Excess Deferral Amounts shall be determined
by multiplying the income or loss allocable to the Qualified Deferred Earnings
Contributions by a fraction, the numerator of which is the Excess Deferral
Amount of the Member for the Plan Year and the denominator of which is the sum
of the Member's Account attributable to the Member's Qualified Deferred Earnings
Contributions as of the last day of the Plan Year reduced by the gain allocable
to such total amount for the Plan Year and increased by the loss allocable to
such total amount for the Plan Year. Income shall include the gain or loss for
the period between the end of the Plan Year and the date of distribution as
provided under the safe harbor method under regulations promulgated by the
Secretary of the Treasury.
Excess Qualified Deferred Earnings Contributions means the excess of (i)
the aggregate amount of Qualified Deferred Earnings Contributions actually made
with respect to each Plan Year on behalf of Highly Compensated Employees for
such Year, over (ii) the maximum amount of such contributions permitted under
the limitations of Section XV. In accordance with the regulations issued under
Section 401(k) of the Code, Excess Qualified Deferred Earnings Contributions
shall be determined by a leveling procedure under which the Actual Deferral
Percentage of the Highly Compensated Employee with the highest such percentage
is reduced to the extent required to cause such Member's Actual Deferral
Percentage to equal that of the Highly Compensated Employee with the next
highest Actual Deferral Percentage, or, if it results in a lower reduction, to
the extent required to enable the limitations of Section XV. to be satisfied.
This leveling procedure is repeated until the limitations of Section XV. are
satisfied.
Excess Qualified Deferred Earnings Contributions increased by any income
and decreased by any loss allocable thereto shall be distributed in cash within
2-1/2 months following the Plan Year to which they relate but in any event no
later than the last day of each Plan Year following the Plan Year to which they
relate, to
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Members on whose behalf such Excess Qualified Deferred Earnings Contributions
were made for the preceding Plan Year.
The income or loss allocable to Excess Qualified Deferred Earnings
Contributions shall be determined by multiplying the income or loss allocable to
the Member's Qualified Deferred Earnings Contributions for the Plan Year by a
fraction, the numerator of which is the Excess Qualified Deferred Earnings
Contribution on behalf of the Member for the Plan Year and the denominator of
which is the sum of the Member's Account balances attributable to Qualified
Deferred Earnings Contributions on the last day of the Plan reduced by the gain
allocable to such total amount for the Plan Year and increased by the loss
allocable to such total amount for the Plan Year. Income shall include the gain
or loss for the period between the end of the Plan Year and the date of
distribution as provided under the safe harbor method under regulations
promulgated by the Secretary of the Treasury.
The Excess Qualified Deferred Earnings Contributions shall be reduced by
the amount of Excess Deferral Amounts distributed to the Member.
XVI. MULTIPLE USE LIMITATION TEST
If (i) one or more Highly Compensated Employees are Eligible Members (ii)
the sum of the Average Actual Deferral Percentage and Average Contribution
Percentage of such Highly Compensated Employees exceeds the Aggregate Limit (as
defined herein), and (iii) the Average Actual Deferral Percentage and Average
Contribution Percentage tests each fails to satisfy the 125% nondiscrimination
tests under Sections XIV. and XV., then the Average Contribution Percentage of
such Highly Compensated Employees will be reduced (beginning with such Highly
Compensated Employee whose Average Contribution Percentage is the highest) so
that the Aggregate Limit is not exceeded. The amount by which each such Highly
Compensated Employee's Contribution Percentage is reduced shall be treated as an
Excess Aggregate Contribution (and distributed in accordance with Section XIV.).
The Average Actual Deferral Percentage and Average Contribution Percentage of
the Highly Compensated Employees are determined after any corrections required
under Sections XIV. and XV. have been made.
Aggregate Limit means the greater of (i) the sum of 1.25 multiplied by the
greater of the Average Actual Deferral Percentage of the Nonhighly Compensated
Employees or the Average Contribution Percentage of Nonhighly Compensated
Employees under the Plan for the Plan Year for which the Aggregate Limit is
determined, and two percentage points plus the lesser of the Average Actual
Deferral Percentage of Nonhighly Compensated Employees or the Average
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Contribution Percentage of Nonhighly Compensated Employees not to exceed twice
the lesser of these amounts; or, (ii) the sum of 1.25 multiplied by the lesser
of the Average Actual Deferral Percentage of Nonhighly Compensated Employees or
the Average Contribution Percentage of Nonhighly Compensated Employees, and two
percentage points plus the greater of the Average Actual Deferral Percentage of
Nonhighly Compensated Employees or the Average Contribution Percentage of
Nonhighly Compensated Employees not to exceed twice the greater of these
amounts.
XVII. SAVINGS AND INVESTMENT PLAN COMMITTEE
A. This Plan shall be administered by a Savings and Investment Plan
Committee consisting of at least three persons, who may be Members of the Plan,
appointed by the Board of Directors of the Company. Members of the Committee
shall serve at the pleasure of the Board of Directors of the Company, and may
resign at any time upon due notice in writing. The Committee shall act by a
majority of its members, and the Secretary thereof shall certify its actions to
the Trustee.
B.(1) The Committee shall be the Plan Administrator and shall have
fiduciary responsibility under ERISA for the general operation of the Plan, and
the exclusive authority and responsibility (i) to appoint and remove Investment
Advisers, if any, with respect to Fund B of the Plan Trust and the Trustee or
any successor Trustee under the Plan and the Trust Agreement, (ii) to direct the
segregation of all or a portion of the assets of Fund B of the Plan Trust into
an Investment Adviser account or accounts at any time and from time to time and
to add or to withdraw assets from such Investment Adviser account or accounts as
it deems desirable or appropriate, (iii) to direct the Trustee to enter into a
group annuity contract or contracts, in such form and on such terms as may be
approved by the Committee to provide for annuity settlements under the Plan, and
(iv) to direct the Trustee to enter into one or more investment contracts with
one or more insurance companies as provided herein and in the Trust Agreement;
provided, however, that, except as expressly set forth above, the Committee
shall have no responsibility for or control over the investment of the Plan
assets held in the investment funds established hereunder. The Committee may
appoint or employ such persons as it deems necessary to render advice with
respect to any responsibility of the Committee under the Plan. The Committee
may allocate to any one or more of its members any responsibility that it may
have under the Plan and may designate any other person or persons to carry out
any responsibility of the Committee under the Plan. Any person may serve in
more than one fiduciary capacity with respect to the Plan.
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(2) The Committee shall determine whether a judgment, decree, or order,
including approval of a property settlement agreement, made pursuant to a state
domestic relations law, including a community property law, that relates to the
provision of child support, alimony payments, or marital property rights of a
spouse, former spouse, child, or other dependent of the Member is a qualified
domestic relations order within the meaning of Section 414(p) of the Code, and
shall give the required notices and segregate any amounts that may be subject to
such order if it is a qualified domestic relations order, and shall administer
the distributions required by any such qualified domestic relations order.
(3) The Committee has discretion and authority to make such uniform
rules as may be necessary to carry out the provisions of the Plan and to
determine any questions arising in the administration, interpretation and
application of the Plan, which determination shall be conclusive and binding on
all parties. The Committee is also authorized to purchase or arrange for
payment of an appropriate annuity or any other form of payment in cases
involving groups of employees involuntarily terminated, and to permit terminated
members to remain in the Plan for up to five (5) years following termination,
where such termination is caused by the company's sale of a portion of its
business, prior to transferring their accounts to the purchaser, when the
Committee determines that such action is appropriate to prevent inequities with
respect to such employees. The determination of the Committee in such matters
shall be conclusive and binding on all parties. The Committee is also
authorized to adopt such uniform rules as it may consider necessary or desirable
for the conduct of its affairs and the transaction of its business, including,
but not limited to, the power on the part of the Committee to act without
formally convening and to provide that action of the Committee may be expressed
by written instruments signed by a majority of its members. It shall elect a
Secretary, who need not be a member of the Committee, who shall record the
minutes of its proceedings and shall perform such other duties as may from time
to time be assigned to him. The Committee may retain legal counsel (who may be
the General Counsel of the Company) when and if it be found necessary or
convenient to do so, and may also employ such other assistants, clerical or
otherwise, as may be needed, and expend such monies as may be required for the
proper performance of its work. Such costs and expenses shall be borne by the
Employer in accordance with the provisions of Section XXI.
(4) To the extent permitted by law, the Committee, the Trustee, the
Boards of Directors of the Employers, and the Employers and their respective
officers shall not be liable for the directions, actions or omissions of any
agent, legal or other counsel, accountant or any other expert who has agreed to
the
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performance of administrative duties in connection with the Plan or Trust. The
Committee, the Trustee, the Boards of Directors of the Employers, and the
Employers and their respective officers shall be entitled to rely upon all
certificates, reports, data, statistics, analyses and opinions which may be made
by such experts and shall be fully protected in respect to any action taken or
suffered by them in good faith reliance upon any such certificates, reports,
data, statistics, analyses or opinions; all actions so taken or suffered shall
be conclusive upon each of them and upon all persons having or claiming to have
any interest in or under the Plan.
C. Each member of the Committee shall be indemnified by the Company
against all costs and expenses (including counsel fees but excluding any amount
representing a settlement unless such settlement be approved by the Board of
Directors of the Company) reasonably incurred by or imposed upon him in
connection with or resulting from any action, suit or proceeding to which he may
be made a party by reason of his being or having been a member of the Committee
(whether or not he continues to be a member of the Committee at the time when
such cost or expense is incurred or imposed), to the full extent of the law.
The foregoing rights of indemnification shall not be exclusive of other rights
to which any member of the Committee may be entitled as a matter of law,
contract or otherwise.
XVIII. TRUST AGREEMENT
The Company shall enter into a written Trust Agreement with a Trustee of
its choice, to become effective upon the date this Plan becomes effective,
providing for the administration of the Funds established hereunder (Funds A, B,
C and the Company Common Stock Fund). The Trust Agreement shall provide that
all of the Funds will be held, managed, invested and re-invested and distributed
by the Trustee in accordance with its provisions, and may provide for the
appointment by the Company of an Investment Adviser with full power and
authority in its sole discretion to direct the Trustee with respect to all
investments and re-investments of Fund B and may provide for the investment in
whole or in part of Fund A in one or more investment contracts with one or more
insurance companies as from time to time may be directed by the Committee. It
shall further provide that it may be amended in whole or in part by the Company,
acting through its Board of Directors, at any time or from time to time and in
any manner, except that no part of the Trust Fund, either by reason of any
amendment, or otherwise, shall ever be used for or diverted to purposes other
than for the exclusive benefit of members and their beneficiaries. The Trust
Agreement shall be deemed to form a part of the Plan, and any and all rights or
benefits which may accrue to any person under this Plan shall be subject to all
the terms and provisions of the Trust Agreement.
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XIX. ASSOCIATE COMPANIES
Any corporation, with the consent of the Company, by taking appropriate
corporate action may become an Associate Company and secure the benefits of this
Plan for its Employees by adopting this Plan as its Plan, by becoming party to
the Trust Agreement, and by taking such other actions as the Company shall
consider necessary or desirable to accomplish that purpose. The Company may,
upon thirty (30) days' written notice, request an Associate Company to withdraw
from the Plan, and upon the expiration of such thirty-day period, unless such
Associate Company has taken appropriate corporate action to accomplish such
withdrawal, such Associate Company shall be deemed to have withdrawn from the
Plan. Accounts of the Members of such Associate Company shall be vested and
settled in the manner provided in Section XXVI.D.
Any Associate Company may at any time segregate from further participation
in the Trust under the Trust Agreement. Such Associate Company shall file with
the Trustee a document evidencing its segregation from the Trust Fund and its
continuance of a Trust in accordance with the provisions of the Trust Agreement
as though such Associate Company were the sole creator thereof. In such event,
the Trustee shall deliver to itself as Trustee of such trust such part of the
Trust Fund as may be determined by the Committee to constitute the appropriate
share of the Trust Fund then held in respect of the Members of such Associate
Company. Such former Associate Company may thereafter exercise in respect of
such Trust Agreement all the rights and powers reserved to the Company and to
the Committee under the provisions of the Trust Agreement.
In a similar manner, the appropriate share of the Trust Fund determined by
the Committee to be then held in respect of Members in any division, plant,
location or other identifiable group or unit of the Company or an Associate
Company may be segregated, and the Trustee shall hold such segregated assets in
the same manner and for the same purpose as provided above in the event of
segregation of an Associate Company, and the Company or any successor owner of
the segregated unit shall have the rights and powers hereinabove provided for a
segregated Associate Company.
XX. VOTING RIGHTS
The Trustee shall have the sole and exclusive right to vote any securities
held in Funds A and B hereunder, in its discretion. With respect to Pfizer Inc.
common stock held in Fund C and the Company Common Stock Fund, each Member shall
be entitled to give voting instructions to the Trustee with respect to his
interest, if any, in such stock. Each Member's interest in such stock shall be
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computed by multiplying the total number of shares held by the Trustee on the
applicable shareholder record date by the ratio of the value of Fund C and the
Company Common Stock Fund, if any, credited to such Member (as of the Value
Determination Date immediately preceding the shareholder record date) to the
total value of all Pfizer Inc. common stock credited to all Members as of such
Value Determination Date, excluding the value of such stock allocated to Members
whose accounts have been distributed prior to the shareholder record date.
Written notice of any meeting of the Company and a request for voting
instructions will be mailed by the Company to each Member having an interest in
Fund C and the Company Common Stock Fund, except those Members having only a
fractional interest in a common share of the Company. The Trustee shall vote
shares and fractional shares of such Company common stock in accordance with the
written direction of each Member with respect to his interest, if any, provided
such direction is received by the Trustee at least ten (10) days before the date
set for the meeting at which such Company common stock is to be voted. Shares
and fractional shares of Company common stock with respect to which no such
direction shall be timely given, shall be voted in the same ratio, to the
nearest whole vote, as the shares with respect to which instructions were
received from Members.
In the event of a tender or exchange offer for Pfizer stock, each Member
shall determine whether his shares shall be tendered or exchanged by notifying
the Trustee in writing on a form to be supplied by the Company. Such
determination shall be held in confidence by the Trustee.
XXI. ADMINISTRATIVE COSTS
Subject to the provisions of Section VII., all costs and expenses of
administering the Plan (except the costs of transferring Company common stock to
a Member requesting the same upon withdrawal or termination of employment, which
shall be borne by such Member, and except the fees and charges of the Investment
Adviser which shall be charged against Fund A or Fund B), shall be borne by the
Employer, and until so paid shall represent a lien in favor of the Trustee
against each respective Fund.
XXII. NON-ALIENATION OF BENEFITS
No benefit payable under the provisions of the Plan shall be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge, and any attempt so to anticipate, alienate, sell,
transfer, assign, pledge, encumber or charge the same shall be void; nor shall
benefits be in any manner liable for or subject to the debts, contracts,
liabilities,
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engagements or torts of any Member or beneficiary except as specifically
provided in the Plan, or by a qualified domestic relations order within the
meaning of Section 414(p) of the Code, or by any other applicable law.
XXIII. NOTICE
Whenever an Employer, the Committee or the Trustee is required to take
action pursuant to a request or direction from an eligible Employee or a Member
participating in the Plan, such request or direction shall be in the form
prescribed by the Employer, the Committee or the Trustee, as applicable, and
notice thereof shall be given by such eligible Employee or Member at least
fifteen (15) days prior to the date such request or direction is to become
effective.
XXIV. INVESTMENTS
Each Member shall assume all risk in connection with any decrease in the
market value of any investment in the respective Funds in which he participates,
including the Company Common Stock Fund, and such Funds shall be the sole source
of all payments to be made under the Plan.
Neither the Company, any Associate Company, the Committee or the trustee,
nor any officer or employee of any of them, is authorized to advise a Member as
to the manner in which his contributions to the Plan should be invested. The
election of the Fund or Funds in which a Member participates is his sole
responsibility, and the fact that designated Funds are available to Members for
investment shall not be construed as a recommendation for the investment of a
Member's contributions hereunder in all or any of such Funds.
XXV. MISCELLANEOUS
A. The provisions of the Plan shall be construed, regulated and
administered according to the laws of the State of New York, except to the
extent superseded by any controlling Federal statute.
B. If any Member, former Member, or beneficiary, in the judgement of the
Committee, is legally, physically or mentally incapable of personally receiving
and receipting for any payment due hereunder payment may be made to the guardian
or other legal representative of such Member, former Member or beneficiary or to
such other person or institution who, in the opinion of the
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Committee, is then maintaining or has custody of such Member, former Member or
beneficiary. Such payments shall constitute a full discharge with respect to
such payments.
C. Nothing contained herein or in the Trust Agreement shall entitle any
Member, former Member, beneficiary or any other person to the right or privilege
of examining or having access to the books or records of the Company, any
Associate Company, the Committee or the Trustee; nor shall any such person have
any right, legal or equitable, against the Company or an Associate Company, or
any director, officer, employee, agent or representative thereof, or against the
Committee or the Trustee, except as expressly provided herein.
D. The Committee shall be fully protected in respect to any action taken
or suffered by them in good faith in reliance upon the advice or opinion of any
actuary, accountant, legal counsel, appraiser, or physician, and all action so
taken or suffered shall be conclusive upon all Members, former Members,
beneficiaries, heirs, distributees, personal representatives and any other
person claiming under the Plan.
E. Participation in the Plan shall not be construed as conferring any
legal rights upon any Member for a continuation of employment nor shall it
interfere with the rights of the Company or any Associate Company to terminate
any Member and to treat him without regard to the effect which such treatment
might have upon him as a Member.
F. With respect to Members subject to Section 16 of the Securities
Exchange Act of 1934, transactions under the Plan are intended to comply with
all applicable conditions of Rule 16b-3 or its successors under the 1934 Act.
To the extent that compliance with any Plan provision applicable solely to such
Members is not required in order to bring a transaction by such Member into
compliance with Rule 16b-3, it shall be deemed null and void as to such
transaction, to the extent permitted by law and deemed advisable by the Plan
administrators. To the extent any provision of the Plan or action by the Plan
administrators involving such Members is deemed not to comply with an applicable
condition of Rule 16b-3, it shall be deemed null and void as to such Members, to
the extent permitted by law and deemed advisable by the Plan administrators.
G. In the event of a reclassification, recapitalization, merger,
consolidation, reorganization, stock split, stock dividend, cash dividend,
combination or exchange of shares, repurchase of shares or any similar change in
the corporate structure of the Company, which in the judgment of the Committee
materially affects the value of the shares of the Company's Common Stock, the
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Committee may determine the appropriate adjustments, if any, to the number of
shares of such Common Stock that may be offered or issued by the Plan.
XXVI. TERMINATION, AMENDMENT OR SUSPENSION OF THE PLAN
A. The Company hopes and expects to continue the Plan indefinitely but
necessarily reserves the right to amend, suspend or discontinue it in whole or
in part at any time by action of its Board of Directors. Subject to Section
411(d)(6) of the Code, Treasury Regulations thereunder and other applicable law,
such amendments or modifications may be retroactive if necessary or appropriate
to qualify or maintain the Plan or Trust as a Plan or Trust meeting the
requirements of Section 401 of the Code, to secure and maintain the tax
exemption of the Trust under Section 501 of the Code, and in order that the
contributions to the Plan be deductible under Section 404(a) of the Code or any
other applicable provisions of the Code and regulations issued thereunder.
B. Except in the case of amendments necessary to meet the requirements of
the Code and regulations thereunder as aforesaid, if the Company, by action of
its Board of Directors without the approval of the holders of a majority of the
outstanding common stock of the Company, shall make any amendment or
modification of Section VI. with respect to the amount of the contributions that
may be made by any Member or Employer or make any amendment or modification of
Section IX., each such amendment or modification shall take effect at the
beginning of the next succeeding fiscal year and shall remain in effect for at
least one year.
C. In the event of suspension of the Plan, all provisions of the Plan
shall continue in effect during such period of suspension, except Sections V.,
VI., and those provisions of Section XI. which permit resumption of
contributions. Upon continuous suspension of the Plan for a period of three (3)
years, the Plan shall terminate.
D. In the event of termination of the Plan in whole or in part or upon the
complete discontinuance of Employer contributions, a Member affected by such
termination or discontinuance shall be immediately vested in the amounts
credited to his account in the Company Common Stock Fund. Effective as of the
date of such termination or discontinuance, accounts of affected Members shall
be settled and distributed under the provisions of Section XII. as though the
termination of employment had occurred on the date of such termination or
discontinuance subject to the limitations of Section 401(k) of the Code.
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E. The Committee may make non-substantive administrative changes to the
Plan so as to conform with or take advantage of governmental requirements,
statutes or regulations.
XXVII. PLAN MERGERS AND CONSOLIDATIONS
In the event of any merger or consolidation of the Plan with, or transfer
in whole or in part of the assets and liabilities of the Trust Fund to another
trust fund held under, any other plan of deferred compensation maintained or to
be established for the benefit of all or some of the Members of this Plan, the
assets of the Trust Fund applicable to such Members shall be transferred to the
other trust fund only if:
(i) each Member would, if either this Plan or the other plan then
terminated, receive a benefit immediately after the merger,
consolidation or transfer which is equal to or greater than the benefit
he would have been entitled to receive immediately before the merger,
consolidation or transfer if this Plan had then terminated; and
(ii) the Employer and any new or successor employer of the affected
Members shall authorize such transfer of assets.
XXVIII. CLAIMS PROCEDURE
Any request by a Member or any other person for any benefit alleged to be
due under the Plan shall be known as a "Claim" and the Member or other person
making a Claim shall be known as a "Claimant."
A Claim shall be filed when a written statement has been made by the
Claimant or the Claimant's authorized representative and delivered to the Vice
President - Personnel, Pfizer Inc., 235 East 42nd Street, New York, New York
10017. This statement shall include a general description of the benefit which
the Claimant believes is due and the reasons the Claimant believes such benefit
is due, to the extent this is within the knowledge of the Claimant. It shall
not be necessary for the Claimant to cite any particular Section or Sections of
the Plan, but only to set out the facts known to him which he believes
constitute a basis for a Claim.
Within sixty (60) days of the receipt of the Claim by the Plan, the Vice
President -Personnel shall (i) notify the Claimant that the Claim has been
approved, (ii) notify the Claimant that the Claim has been partially approved
and partially denied, or (iii) notify the Claimant that the Claim has been
denied. Notice of the
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decision shall be in writing and shall be delivered to the Claimant either
personally or by first-class mail.
In the event a Claim is denied in whole or in part, the notice of denial
shall set forth (i) the specific reason or reasons for the denial, (ii) specific
reference to the pertinent Plan provisions on which the denial is based, (iii) a
description of any additional material or information necessary for the Claimant
to perfect the Claim and an explanation of why such material or information is
necessary, and (iv) an explanation of the Plan's claim review procedure.
Within sixty (60) days of the receipt of a notice of denial of a Claim in
whole or in part, a Claimant or his duly authorized representative (i) may
request a review upon written application to the Committee, (ii) may review
documents pertinent to the Claim, and (iii) may submit issues and comments in
writing to the Committee.
It shall be the duty of the Committee to review a Claim for which a request
for review has been made and to render a decision not later than one hundred
twenty (120) days after receipt of a request for review. The decision shall be
in writing and shall include the specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based. The
decision shall be delivered to the Claimant either personally or by first-class
mail.
XXIX. TOP-HEAVY RULE
A. Notwithstanding any provision in the Plan to the contrary, if the Plan
is determined by the Committee to be top-heavy, as that term is defined in
Section 416 of the Code, in any calendar year, commencing on or after January 1,
1984, then for that calendar year the vesting schedule and minimum benefit
rules, as set forth below, shall be applicable. Determination of whether the
Plan is top-heavy shall be made in accordance with the definition of "top heavy
group" as set forth in paragraph B.7. of this Section XXIX. hereof.
B. Definitions solely applicable to this Section XXIX .
1. "Compensation" shall mean the amount reportable by the Employer for
federal income tax purposes as wages paid to the Member for such period.
2. "Determination Date," the date for determining whether the Plan is
top-heavy, shall be the December 31 of the preceding year.
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3. "Key Employee" shall have the same meaning as in Section 416(i)(1)
of the Code.
4. "Non-Key Employee" shall mean an employee other than a Key Employee
as defined in subsection B.3. above.
5. "Valuation Date," for minimum funding purposes, shall be a date
within the twelve-month period ending on the Determination Date, regardless
of whether a valuation for minimum funding purposes is performed in that
year.
6. "Aggregation group" shall mean (I) each plan of the Employer in
which a Key Employee is a participant and (II) each other plan of the
Employer which enables any plan described in (I) above to meet the
nondiscrimination tests and minimum participation rules of sections
401(a)(4) and 410 of the Code.
7. "Top heavy group" shall mean any aggregation group for which the
sum (as of the determination date) of (I) the present value of the
cumulative accrued benefits for key employees under all defined benefit
plans included in such group, and (II) the aggregate of the accounts of key
employees under all defined contribution plans included in such group,
exceeds 60 percent of a similar sum determined for all employees.
C. For the purpose of determining whether this Plan is top-heavy, this
Plan, the Company's Retirement Annuity Plan, and the Company's Employee Stock
Ownership Plan shall be considered an aggregation group, as defined in Section
XXIX.B.6. of this Plan.
D. Minimum Benefit and Vesting Rule solely applicable to this Section
XXIX.
No Employer Contributions in addition to those made under Section VI. of
this Plan shall be credited to the account of a Non-Key Employee who is a Member
of the Plan, if this Plan becomes top-heavy. However, in such event, the
actuarial equivalent of the value of all Employer's Contributions under this
Plan whether or not attributable to years in which the Plan is top-heavy, shall
be applied as an offset against the minimum annual benefit provided under
Section 16 of the Company's Retirement Annuity Plan. Qualified Deferred
Earnings Contributions made prior to January 1, 1985 shall not count as Employer
Contributions for this purpose.
E. If the Plan becomes subject to the adjustments pursuant to Section
416(h) of the Code, the defined benefit plan fraction described in Section
415(e)(2)(B) and the defined contribution
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fraction described in Section 415(e)(3)(B) shall be applied by substituting 1.0
for 1.25 in the denominator of each fraction.
XXX. PLAN LOAN PROVISIONS
Upon written application to the Committee, a Member may borrow up to 50% of
the vested portion of his account up to a $50,000 maximum, subject to approval
by the Committee, under such uniform rules, consistent with the limitations
contained in Section 72(p)(2) of the Code, as the Committee shall adopt
concerning, but not limited to, loan eligibility, loan prepayment and suspension
for default of loan repayment. The loan shall bear a reasonable rate of
interest and shall be adequately secured as determined by the Committee.
<PAGE>
- 42 -
SCHEDULE A
Groups or Classes eligible for participation in the Savings and Investment Plan
(except in each case employees covered by a collective bargaining agreement that
does not provide for coverage of such employees under the Plan):
1. All employees in the service of Pfizer Inc at the following
locations:
New York Headquarters, New York, New York
Brooklyn Plant, Brooklyn, New York
Groton Plant and Research Laboratories, Groton, Connecticut
Vigo Plant and Research Laboratories, Terre Haute, Indiana
Milwaukee Plant, Milwaukee, Wisconsin
Washington Office, Washington, D.C.
Atlanta Branch, Doraville, Georgia
Chicago Branch, Hoffman Estates, Illinois
Clifton Branch, Clifton, New Jersey
Dallas Branch, Dallas, Texas
Parsippany Plant, Parsippany, New Jersey
Irvine Branch, Irvine, California
Lee's Summit Plant, Lee's Summit, Missouri
Aviation Department, West Trenton, New Jersey
Sidney Plant, Sidney, Nebraska
2. Headquarters Foreign Residents in the regular services of a
foreign subsidiary (as defined in Section 3121(1)(8) of the Code)
of Pfizer Inc. who are either United States citizens employed
outside the continental limits of the United States or are lawful
Resident Aliens of the United States employed outside both their
country of citizenship and the continental limits of the United
States.
3. All Field Sales Personnel in the service of the following
divisions of Pfizer Inc:
Pfizer Labs Division
Food Science Group
Animal Health Group
Roerig Division
Consumer Health Care Division
Pratt Pharmaceuticals Division
National Health Care Operations Division
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4. All employees in the service of the following Associate Companies:
Pfizer International Inc.
Howmedica, Inc.
Howmedica Management & Technical Services Ltd.
Shiley Incorporated
Valleylab, Inc.
Infusaid, Inc.
Schneider (U.S.A.), Inc., a Pfizer Company
Biomedical Sensors Inc.
American Medical Systems, Inc.
Strato Medical Corp.
<PAGE>
PFIZER INC.
235 East 42nd Street
New York, New York 10017-5755
EXHIBIT 5
October 5, 1994
Pfizer Inc.
235 East 42nd Street
New York, New York 10017-5755
Pfizer Inc.:
I refer to the Registration Statement on Form S-8 to be filed by you on or about
October 5, 1994 with the Securities and Exchange Commission, relating to
3,500,000 shares of Common Stock, $.10 par value, of Pfizer Inc. (the "Company")
and an indeterminate amount of interests in the Pfizer Savings and Investment
Plan (the "Plan"). I have acted as your counsel in this matter.
In preparing this opinion, I have examined certificates of public officials,
certificates of officers and copies certified to my satisfaction of such
corporate documents and records of the Company and such other papers as I have
deemed relevant and necessary as a basis for my opinion. I have relied, to the
extent that I deem such reliance proper, upon such certificates with respect to
the accuracy of actual matters contained therein which were not independently
established.
Based upon my review, it is my opinion that:
The provisions of the written documents constituting the Plan comply with the
requirements of Employee Retirement Income Security Act of 1974, as amended,
pertaining to such provisions.
All necessary corporate proceedings have been duly taken to authorize the
issuance of the interests in the Plan, and all such interests, upon issuance in
accordance with the terms of the Plan will be validly issued.
All necessary corporate proceedings have been duly taken to authorize the
issuance of the shares covered by the Registration Statement, and all such
shares, upon issuance in accordance with the terms of the Plan, will be validly
issued and outstanding and fully paid and non-assessable.
<PAGE>
-2-
I hereby consent to the use of this opinion in the above-mentioned Registration
Statement and to the reference to my name under the heading "Interests of Named
Experts and Counsel" in Part II of the Registration Statement. In giving such
consent, I do not hereby admit that I come within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Terence J. Gallagher
Terence J. Gallagher, Esq.
Vice President,
Corporate Governance
Pfizer Inc.
<PAGE>
EXHIBIT 15
ACCOUNTANTS' ACKNOWLEDGEMENT
The Board of Directors
Pfizer Inc.:
With respect to the Registration Statement on Form S-8 (No. 33- ) of
Pfizer Inc., we acknowledge our awareness of the use therein of our reports
dated May 17, 1994 and August 15, 1994 relating to our reviews of interim
financial information.
Pursuant to Rule 436(c) under the Securities Act of 1933, such reports are
not considered a part of a registration statement prepared or certified by an
accountant or a report prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
New York, New York
October 5, 1994
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Pfizer Inc.:
We consent to the use of our audit reports dated February 24, 1994 on the
consolidated financial statements and schedules of Pfizer Inc. and subsidiary
companies as of December 31, 1993, 1992, and 1991, and for each of the years
then ended, incorporated herein by reference.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
New York, New York
October 5, 1994
