PFIZER INC, PRE 14A, 1995-03-02

PFIZER INC
PRE 14A, 1995-03-02
PHARMACEUTICAL PREPARATIONS

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<PAGE>
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant /X/
Filed by a Party other than the Registrant / /

Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12

PFIZER INC.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

MAURA E. MAHON, ASSISTANT CORPORATE COUNSEL
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement); Payment of Filing Fee (Check the
appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
PFIZER INC
235 EAST 42ND STREET
NEW YORK, NY 10017-5755

-------------------------------------------
[LOGO]
Dear Fellow Shareholder: March 16, 1995

WILLIAM C. STEERE, JR.
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

You are cordially invited to attend the Annual Meeting of Shareholders of Pfizer
Inc. which will be held on Thursday, April 27, 1995 at 10:00 a.m. in the Empire
State Ballroom of the Grand Hyatt Hotel, 42nd Street and Lexington Avenue, New
York, NY. Directions to the meeting site and a map of the meeting site area can
be found at the end of the attached Proxy Statement.

This booklet includes the Notice of the Annual Meeting of Shareholders and the
Proxy Statement. The Proxy Statement describes the business that will be
transacted at the Annual Meeting and also provides important information about
the Company and the items to be voted upon that you should consider when you
vote your shares.

At this year's meeting, among other things, you will be asked to consider and to
vote upon the election of six directors. All six nominees currently are
directors of the Company. Their diversified experience and backgrounds have
enabled them to contribute significantly to the success of the Company.
Accordingly, your Board of Directors recommends that you vote FOR all of the
nominees.

You also will be asked to approve the Board of Director's appointment of KPMG
Peat Marwick LLP as the Company's independent auditors for the 1995 fiscal year.
Your Board of Directors considers the firm well qualified for this position and
therefore recommends that you vote FOR this proposal.

Additionally, you will be asked to approve an amendment to the Company's
Restated Certificate of Incorporation to provide an increase in the number of
authorized shares of Pfizer Common Stock and a corresponding decrease in the par
value per share of the Common Stock. Your Board of Directors believes that the
availability of additional shares will afford the Company greater flexibility in
considering potential future actions, such as stock splits or stock dividends,
and therefore recommends that you vote FOR this proposal.

EACH OF THE ITEMS UPON WHICH YOU WILL BE ASKED TO VOTE IS DISCUSSED MORE FULLY
IN THE ATTACHED PROXY STATEMENT. WE URGE YOU TO READ THE PROXY STATEMENT
COMPLETELY AND CAREFULLY SO THAT YOU CAN VOTE YOUR SHARES ON AN INFORMED BASIS.

YOUR VOTE IS IMPORTANT! Whether or not you plan to attend the Annual Meeting,
and regardless of the number of shares you own, your representation and vote are
very important. Therefore, we urge you to mark your choices, sign, date and
return the enclosed proxy promptly in the accompanying business reply envelope.
If you return a signed proxy without marking it, it will be voted in accordance
with the recommendations of your Board of Directors. You may attend the Annual
Meeting and vote in person, even if you previously have returned your proxy
form.

Sincerely yours,

[SIG]
William C. Steere, Jr.
<PAGE>
PFIZER INC.

235 EAST 42ND STREET, NEW YORK, NY 10017

NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS

APRIL 27, 1995
--------------

The Annual Meeting of Shareholders of Pfizer Inc., a Delaware corporation
(the "Company"), will be held in the Empire State Ballroom of the Grand Hyatt
Hotel, 42nd Street and Lexington Avenue, New York, NY. Directions to the meeting
site and a map of the meeting site area can be found at the end of the attached
Proxy Statement. The meeting will be held on Thursday, April 27, 1995, at 10:00
a.m., to consider and take action upon the following items:

(1) the election of six directors (page 3);

(2) a proposal to approve the appointment of KPMG Peat Marwick LLP as
independent auditors of the Company for the year 1995 (page 24);

(3) a proposal to amend the Company's Restated Certificate of Incorporation
to increase the Company's authorized common stock and to decrease the par
value per share of the common stock (page 24); and

(4) such other business as may properly come before the Annual Meeting, or
any adjournment thereof.

Shareholders of record, as of the close of business on February 27, 1995,
are entitled to notice of and to vote at the Annual Meeting. Beneficial owners
of Company common stock who are not shareholders of record, but instead hold
their shares in nominee names, must bring evidence of such ownership (such as an
account statement showing ownership of Company common stock) to be admitted to
the Annual Meeting.

By order of the Board of Directors,

[SIG]
C. L. Clemente
SECRETARY

New York, NY, March 16, 1995

IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE VOTE
BY MEANS OF THE ENCLOSED PROXY. WE ASK YOU TO MARK YOUR CHOICES, SIGN, DATE
AND RETURN THE PROXY AS SOON AS POSSIBLE IN THE ENCLOSED BUSINESS REPLY
ENVELOPE. IF YOU RETURN A SIGNED PROXY WITHOUT MARKING IT, IT WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. BY
PROMPTLY SIGNING AND RETURNING YOUR PROXY YOU WILL ASSIST THE COMPANY IN
REDUCING EXPENSES FOR ADDITIONAL PROXY SOLICITATION.
<PAGE>
PFIZER INC.
235 EAST 42ND STREET, NEW YORK, NY 10017
PROXY STATEMENT

March 16, 1995

This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Pfizer Inc. (the "Company") of proxies for use at the
Company's Annual Meeting of Shareholders to be held on April 27, 1995 ("Annual
Meeting"), or any adjournment thereof. Holders of record of shares of Company
common stock ("Common Stock") at the close of business on February 27, 1995 (the
"Record Date") are entitled to vote at the Annual Meeting and each shareholder
shall have one vote for each share of Common Stock registered in his or her
name. On the Record Date, there were issued and outstanding and entitled to vote
at the Annual Meeting 314,232,572 shares of Common Stock.

As of the Record Date, no person owned of record or, to the Company's
knowledge, owned beneficially, five percent or more of the outstanding shares of
Common Stock.

The enclosed proxy may be revoked by a shareholder at any time before it is
voted by any of the following actions: the submission of a written revocation to
the Company, the return of a subsequently dated proxy to the Company, or by the
shareholder's personal vote at the Annual Meeting. This Proxy Statement and
enclosed proxy are first being mailed to shareholders on or about March 16,
1995.

QUORUM AND TABULATION OF VOTES

The By-laws of the Company (the "By-laws") provide that a majority of the
shares of Common Stock issued and outstanding and entitled to vote, present in
person or by proxy, shall constitute a quorum at a meeting of shareholders of
the Company.

Votes at the Annual Meeting of Shareholders will be tabulated by two
independent judges of election appointed by the Company. Shares of Common Stock
represented by a properly signed and returned proxy are considered as present at
the Annual Meeting of Shareholders for purposes of determining a quorum.

Pursuant to the By-laws, directors of the Company must be elected by a
plurality vote. In the event that more than two candidates run for the same
office, a plurality vote ensures that the person elected will be the one who
receives the greatest number of votes, even if that number does not constitute a
majority of the votes cast. Pursuant to the By-laws, all other questions shall
be determined by a majority of the votes cast thereon, except as may otherwise
be provided in the Certificate of Incorporation of the Company or by law.

Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from the owners. If specific
instructions are not received, however, brokers may vote these shares in their
discretion, depending on the type of proposal involved. The rules of the New
York Stock Exchange preclude brokers from exercising their voting discretion on
certain proposals. Absent specific instructions from the beneficial owner in
such a case, the broker may not vote on that proposal. This results in what is
known as a "broker non-vote" on such a proposal. A "broker non-vote" has the
effect of a negative vote when a majority of the shares issued and outstanding
is required for approval of the proposal. A "broker non-vote" has the effect of
reducing the number of required affirmative votes when a majority of the shares
present and entitled to vote or a majority of the votes cast is required for
approval of the proposal.

Directors will be elected by a favorable vote of a plurality of the shares
of Common Stock present and entitled to vote, in person or by proxy, at the
Annual
<PAGE>
Meeting of Shareholders. Votes "withheld" from director-nominee(s) will not
count against the election of such nominee(s). Brokers have discretionary
authority to vote on this proposal.

Passage of the proposal to approve the appointment of KPMG Peat Marwick LLP
(Item 2) requires the approval of a majority of the votes cast on this proposal.
Abstentions as to this proposal will not count as votes cast "for" or "against"
the proposal and will not be included in calculating the number of votes
necessary for approval of the proposal. Passage of the proposal to approve an
amendment to the Company's Restated Certificate of Incorporation to provide for
an increase in the Company's authorized Common Stock and a decrease in the par
value per share of the Common Stock (Item 3) requires the approval of a majority
of the outstanding Common Stock. Abstentions as to this proposal will be treated
the same as a vote cast "against" the proposal. The New York Stock Exchange
determines whether brokers have discretionary authority to vote on a given
proposal.

If a properly signed proxy form is returned to the Company by a shareholder
of record and is not marked, it will be voted in accordance with the
recommendations of the Board on all proposals.

The enclosed proxy may be revoked by the shareholder at any time before it
is voted by the submission of a written revocation to the Company, by the return
of a subsequently dated proxy to the Company, or by the shareholder's personal
vote at the Annual Meeting of Shareholders.

The Board is not aware of any matters that are expected to come before the
Annual Meeting other than those referred to in this Proxy Statement. If any
other matter should come before the Annual Meeting, the persons named in the
accompanying proxy intend to vote such proxies in accordance with their best
judgment.

ITEM 1 -- ELECTION OF SIX DIRECTORS

During 1994, the Company's Board of Directors ("Board") met ten times. All
the directors except George B. Harvey and Felix G. Rohatyn attended 75 percent
or more of the meetings of the Board and Board committees on which they served
in 1994.

The Board is divided into three classes. One class is elected each year for
a three-year term. This year the Board has nominated six individuals, all of
whom are now directors of the Company, to serve for three-year terms. The Board
unanimously recommends that shareholders vote "FOR" the six nominees for
directors.

The Board expects that all of the nominees will be available for election.
In the event, however, that any of them should become unavailable, it is
intended that the proxy would be voted for a nominee or nominees who would be
designated by the Board, unless the Board reduces the number of directors
serving on the Board.

SECURITY OWNERSHIP OF MANAGEMENT

As of February 17, 1995, the nominees, other directors, and certain
executive officers of the Company who are not directors of the Company, as named
in the following table, according to information confirmed by them, owned
beneficially, directly or indirectly, the number of shares of Common Stock
indicated; held options, exercisable within 60 days after that date, to purchase
the number of shares of Common Stock indicated, pursuant to the Company's Stock
and Incentive Plan; and held the number of units indicated, pursuant to the
Company's Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee
Directors. As of such date, no such person beneficially owned more than .12
percent of the outstanding Common Stock; all directors and executive officers as
a group owned 996,230 shares of Common Stock, and options, exercisable within 60
days after that date, to purchase 1,455,525 shares of Common Stock, which
together amounted to less than one percent of the outstanding Common Stock. As
of February 17, 1995, no director or officer owned any of the Company's
convertible debentures.

2
<PAGE>

<S> <C> <C>
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 1998

Grace J. Fippinger..........67 Vice President, Secretary and Treasurer from 1984 through Shares: 4,141
1990 of NYNEX Corporation, an exchange telecommunications
and exchange access services company. Director of the Bear
Stearns Companies,
Inc. and Connecticut Mutual Life Insurance Company.
[PHOTO1] Director of the Company since 1976. Member of the Company's
Executive Committee and Corporate Governance Committee
(formerly the Nominating Committee).

James T. Lynn...............68 Senior Advisor to Lazard Freres & Co., Investment Bankers, Shares: 3,500
since 1992. Chairman and Chief Executive Officer of Aetna
Life and Casualty Company from 1984 to 1992 and Director
from 1979 to 1992.
Director of TRW Inc. Director of the Company since 1979.
[PHOTO1] Member of the Company's Corporate Governance Committee
(formerly the Nominating Committee). Chair of that
Committee from 1986 through January 26, 1995.

Paul A. Marks...............68 President and Chief Executive Officer since 1980 of Memorial Shares: 2,700
Sloan-Kettering Cancer Center, a private health care Units: 20,941
institution devoted to cancer prevention, patient care,
research and education. Director of
several Dreyfus Mutual Funds, Life Technologies, Inc. and
[PHOTO1] National Health Laboratories. Director of the Company since
1978. Chair of the Company's Corporate Governance Committee
and member of the Company's Executive Committee.
<FN>
- - ------------
(1) As of February 17, 1995, these units are held under the Pfizer Inc.
Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee
Directors. The value of a director's unit account is measured by the price
of the Common Stock. The Plan is further described in this Proxy Statement
under the sub-heading "Benefit Plans for Non-Employee Directors."
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL
OWNERSHIP OF SHARES
OF COMMON STOCK,(1)
NAME AND AGE AS OF THE POSITION, PRINCIPAL OCCUPATION, OPTIONS AND
APRIL 27, 1995 MEETING DATE BUSINESS EXPERIENCE AND DIRECTORSHIPS UNITS(2)
- - ------------------------------ ------------------------------------------------------------ -------------------
<S> <C> <C>
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 1998

Edmund T. Pratt, Jr.........68 Chairman Emeritus of the Company since 1992. Chairman of the Shares: 388,823
Board of the Company from 1972 to 1992. Chief Executive Units: 2,166
Officer of the Company from 1972 through April 25, 1991.
Director of The
Chase Manhattan Bank, N.A., The Chase Manhattan
[PHOTO1] Corporation, General Motors Corporation, International
Paper Company and Minerals Technologies, Inc. ("MTI").
Director of the Company since 1969. Member of the Company's
Executive Committee.

Felix G. Rohatyn............66 General Partner of Lazard Freres & Co., Investment Bankers, Shares: 5,500
since 1960. Director of Howmet Corporation, and General Units: 5,656
Instrument Corporation. Former Chairman of the Municipal
Assistance Corporation
for the City of New York, serving from 1975 to 1993.
[PHOTO1] Director of the Company since 1971. Member of the Company's
Executive Committee and Audit Committee.

William C. Steere, Jr.......58 Chairman of the Board of the Company since March 1992. Chief Shares: 83,443
Executive Officer of the Company since April 25, 1991. Options: 173,392
President of the Company from 1991 to 1992. Senior Vice
President of the Company from
1989 to 1991. Vice President of the Company from 1983 to
[PHOTO1] 1989, and President -- Pharmaceuticals Group from 1986
through January 1991. Director of the Federal Reserve Bank
of New York, MTI, Pharmaceutical Research and Manufacturers
of America (PhRMA) and Texaco Inc. Member of the Business
Roundtable. Director of the Company since 1987. Chair of
the Company's Executive Committee.
<FN>
- - ------------
(1) As of February 17, 1995, includes shares credited under the Savings and
Investment Plan to employees of the Company included in this table. The
Plan is further described in this Proxy Statement under the heading
"Employee Benefit and Long-Term Compensation Plans." This table does not
include the following number of shares held in the names of family members,
as to which beneficial ownership is disclaimed: Mr. Pratt--30,000.

(2) As of February 17, 1995, these units are held under the Pfizer Inc.
Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee
Directors. The value of a director's unit account is measured by the price
of the Common Stock. The Plan is further described in this Proxy Statement
under the sub-heading "Benefit Plans for Non-Employee Directors."
</TABLE>

4
<PAGE>

Edward C. Bessey............60 Vice Chairman of the Company since 1992. President, U.S. Shares: 52,705
Pharmaceuticals Group since 1992. Executive Vice President Options: 78,007
of the Company from 1991 to 1992. Senior Vice President of
the Company from
1989 to 1991. Vice President of the Company from 1983 to
[PHOTO1] 1989, and President -- Hospital Products Group from 1982
through 1991. Responsible for the Consumer Health Care
Group since 1991. Director of The Green Point Savings Bank.
Director of the Company since 1987.

Constance J. Horner.........53 Guest Scholar since 1993 at The Brookings Institution, an Shares: 1,465
organization devoted to research in economics, government
and foreign policy. Commissioner, U.S. Commission on Civil
Rights since 1993.
Served at the White House as Assistant to the President and
[PHOTO1] as Director of Presidential Personnel from August 1991 to
January 1993. Deputy Secretary, U.S. Department of Health
and Human Services from 1989 to 1991. Director of the U.S.
Office of Personnel Management from 1985 to 1989. Director
of Ingersoll-Rand and The Prudential Insurance Co. of
America. Director of the Company since 1993. Member of the
Company's Corporate Governance Committee (formerly the
Nominating Committee).

Thomas G. Labrecque.........56 Chairman and Chief Executive Officer and a director of The Shares: 1,700
Chase Manhattan Corporation, a bank holding company, and
The Chase Manhattan Bank, N.A. since 1990. President of The
Chase Manhattan
Corporation and The Chase Manhattan Bank, N.A. from 1981 to
[PHOTO1] 1990. Director of Alumax Inc. Vice President of The Bankers
Roundtable and the International Monetary Conference.
Director of the Company since 1993. Member of the Company's
Executive Compensation Committee.
<FN>
- - ------------
(1) As of February 17, 1995, includes shares credited under the Savings and
Investment Plan to employees of the Company included in this table. The
Plan is further described in this Proxy Statement under the heading
"Employee Benefit and Long-Term Compensation Plans."

5
<PAGE>

Jean-Paul Valles............58 Chairman of MTI, a resource and technology-based company Shares: 65,765
that develops, produces and markets specialty mineral Options: 78,770
products, since 1989. Chief Executive Officer of MTI since Units: 1,746
1992. Formerly Vice Chairman
of the Company from March to October 1992. Executive Vice
[PHOTO1] President of the Company from 1991 to 1992. Senior Vice
President of the Company from 1989 through 1991. Senior
Vice President -- Finance of the Company from 1989 to 1990
and Vice President -- Finance of the Company from 1980 to
1989. Director of the Company since 1980.

DIRECTORS WHOSE TERMS EXPIRE IN 1997

M. Anthony Burns............52 Chairman of the Board since 1985, Chief Executive Officer Shares: 1,700
since 1983, President and Director since 1979, of Ryder
System, Inc., a provider of transportation and logistics
services in the Americas and
Western Europe. Director of The Chase Manhattan Bank, N.A.,
[PHOTO1] The Chase Manhattan Corporation and J.C. Penney Company,
Inc. Director of the Company since 1988. Chair of the
Company's Executive Compensation Committee.

George B. Harvey............64 Chairman, President, and Chief Executive Officer since 1983 Shares: 1,509
and Director since 1980 of Pitney Bowes, a provider of Units: 509
mailing and office systems and management and financial
services. Director of Connecticut
Mutual Life Insurance Company, McGraw-Hill, Inc., and
[PHOTO1] Merrill Lynch & Co., Inc. Director of the Company since
September 1994. Member of the Company's Executive
Compensation Committee.
<FN>
- - ------------
(1) This table does not include the following number of shares held in the
names of family members, as to which beneficial ownership is disclaimed:
Dr. Valles--14,510.

6
<PAGE>

<TABLE>
<CAPTION>
AMOUNT OF
BENEFICIAL
OWNERSHIP OF SHARES
OF COMMON STOCK,
NAME AND AGE AS OF THE POSITION, PRINCIPAL OCCUPATION, OPTIONS AND
APRIL 27, 1995 MEETING DATE BUSINESS EXPERIENCE AND DIRECTORSHIPS UNITS(1)
- - ------------------------------ ------------------------------------------------------------ -------------------
<S> <C> <C>
DIRECTORS WHOSE TERMS EXPIRE IN 1997
Stanley O. Ikenberry........60 President since 1979 of the University of Illinois, a Shares: 3,212
comprehensive public research university with campuses at Units: 6,933
Urbana-Champaign and Chicago. Director of the Franklin Life
Insurance Company, Harris
Bank, Utilicorp United Inc. and the Carnegie Foundation for
[PHOTO1] the Advancement of Teaching. Director of the Company since
1982. Chair of the Company's Audit Committee.

Franklin D. Raines..........46 Vice Chairman since 1991 of the Federal National Mortgage Shares: 600
Association (Fannie Mae), a company that provides a Units: 1,180
secondary market for residential mortgages. General Partner
in municipal finance at the
investment banking firm of Lazard Freres & Co. from
[PHOTO1] 1985-1990. Director of Fannie Mae and the MITRE
Corporation. Director of the Company since August 1993.
Member of the Company's Audit Committee.

NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Henry A. McKinnell, Jr. 52 Executive Vice President and Chief Financial Officer of the Shares: 19,407
Company; President of the Company's Hospital Products Options: 88,656
Group. Director of Aviall, Inc.

Robert Neimeth..............59 Executive Vice President of the Company; President of the Shares: 46,211
Company's International Pharmaceuticals Group. Responsible Options: 110,032
for the Company's Animal Health Group.

John F. Niblack.............56 Executive Vice President -- Research and Development. Shares: 14,481
Responsible for the Company's Central Research, Drug Options: 57,703
Regulatory Affairs, Licensing and Development and Quality
Control Divisions.
<FN>
- - ------------
(1) As of February 17, 1995, these units are held under the Pfizer Inc.
Nonfunded Deferred Compensation and Unit Award Plan for Non-Employee
Directors. The value of a director's unit account is measured by the price
of the Common Stock. The Plan is further described in this Proxy Statement
under the sub-heading "Benefit Plans for Non-Employee Directors."
</TABLE>

7
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information concerning the compensation
during the last three fiscal years of each of the five most highly compensated
executive officers of the Company (hereafter referred to collectively as the
"Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS
---------------------------------- --------------------- PAYMENTS
OTHER RESTRICTED SECURITIES ----------
ANNUAL STOCK UNDERLYING LTIP ALL OTHER
NAME AND SALARY BONUS(1) COMPENSATION(2) AWARDS(3) OPTIONS PAYOUTS(4) COMPENSATION(5)
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- - ------------------------------------------------------------------------------------------------------------------------
W. C. Steere, Jr. .............. 1994 1,016,667 1,925,000 20,511 0 78,600 641,000 73,253
Chairman/CEO
W. C. Steere, Jr. .............. 1993 1,100,000 800,000 9,614 600,023 75,000 0 64,000
Chairman/CEO
W. C. Steere, Jr. .............. 1992 1,000,000 500,000 5,477 0 92,700 0 54,000
CEO/President
- - ------------------------------------------------------------------------------------------------------------------------
E. C. Bessey.................... 1994 600,000 606,000 25,800 0 21,750 230,760 35,098
Vice Chairman; President, U.S.
Pharmaceuticals Group
E. C. Bessey.................... 1993 600,000 275,000 16,170 100,023 16,500 0 32,600
Vice Chairman; President, U.S.
Pharmaceuticals Group
E. C. Bessey.................... 1992 571,000 215,000 11,276 0 34,502 0 30,040
Vice Chairman; President, U.S.
Pharmaceuticals Group
- - ------------------------------------------------------------------------------------------------------------------------
H. McKinnell, Jr. .............. 1994 528,333 521,000 23,749 0 26,630 230,760 32,865
Executive V.P. & CFO;
President -- HPG
H. McKinnell, Jr. .............. 1993 505,000 290,000 16,233 135,020 30,000 0 26,600
Executive V.P. & CFO;
President -- HPG
H. McKinnell, Jr. .............. 1992 425,000 160,000 0 0 29,050 0 21,000
Executive V.P. & CFO;
President -- HPG
- - ------------------------------------------------------------------------------------------------------------------------
R. Neimeth...................... 1994 497,500 449,000 14,141 0 21,490 192,300 29,803
Executive V.P.; President --
International Pharmaceuticals
Group
R. Neimeth...................... 1993 485,000 245,000 9,427 105,048 15,000 0 25,400
Executive V.P.; President --
International Pharmaceuticals
Group
R. Neimeth...................... 1992 450,000 150,000 0 0 26,150 0 23,000
Executive V.P.; President --
International Pharmaceuticals
Group
- - ------------------------------------------------------------------------------------------------------------------------
J. F. Niblack................... 1994 515,000 432,000 3,701 0 21,450 192,300 29,673
Executive V.P. -- Research and
Development
J. F. Niblack................... 1993 500,000 225,000 0 75,018 25,000 0 24,000
Executive V.P. -- Research and
Development
J. F. Niblack................... 1992 402,500 100,000 0 0 31,010 0 19,700
V.P.; President -- Central
Research
<FN>
- - ---------------
(1) The amounts shown in this column for 1994 constitute the Annual Incentive
Awards made to each officer based on the Board's evaluation of each
officer's performance. In 1994, the Board awarded to the Named Executive
Officers bonus amounts in all cash rather than awards valued in both cash
and restricted stock (in lieu of cash) which had been previously awarded in
1993. These awards are discussed in further detail in the Executive
Compensation Committee's Report on page 13 of this Proxy Statement.
(FOOTNOTES CONTINUED ON NEXT PAGE)
</TABLE>

8
<PAGE>
<TABLE>
<S> <C>
(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)

(2) The amounts shown in this column represent tax payments made by the Company
on behalf of the Named Executive Officers relating to their use of Company
automobiles and for the imputed value of personal financial counseling.
These payments in 1994 were as follows: relating to use of the Company
automobiles -- Mr. Steere - $16,109; Mr. Bessey - $21,070; Dr. McKinnell -
$22,852; Mr. Neimeth - $9,475; and Dr. Niblack - 0; relating to receipt of
personal financial counseling -- Mr. Steere - $4,402; Mr. Bessey - $4,730;
Dr. McKinnell - $897; Mr. Neimeth - $4,666; and Dr. Niblack - $3,701.

(3) The amounts shown in this column represent the dollar values on the date of
grant (February 17, 1994) of the following number of restricted shares of
the Company's Common Stock awarded as part of their 1993 compensation. Mr.
Steere - 10,390 shares; Mr. Bessey - 1,732 shares; Dr. McKinnell - 2,338
shares; Mr. Neimeth - 1,819 shares; and Dr. Niblack - 1,299 shares. All
such shares of restricted stock have vested or will vest as follows:
one-third on February 17, 1995, one-third on February 17, 1996, and
one-third on February 17, 1997. Dividends will be paid during the
restricted period. The market value of these shares (including those shares
that vested on February 17, 1995) as of December 31, 1994, using a market
value of $77.0625 per share, was as follows: Mr. Steere - $800,679; Mr.
Bessey - $133,472; Dr. McKinnell - $180,172; Mr. Neimeth - $140,177; and
Dr. Niblack - $100,104.

(4) The amounts shown in this column represent the dollar market value of
shares of the Company's Common Stock on February 15, 1995 (the payment
date) earned by the Named Executive Officers pursuant to the Company's
Performance-Contingent Share Award Program. The number of
Performance-Contingent Shares awarded to each executive officer was as
follows: Mr. Steere - 8,000; Mr. Bessey - 2,880; Dr. McKinnell - 2,880; Mr.
Neimeth - 2,400; and Dr. Niblack - 2,400. This Program is discussed in
greater detail in the Report of the Executive Compensation Committee on
page 13 of this Proxy Statement and also under the heading "Employee
Benefit and Long-Term Compensation Plans."

(5) The amounts shown in this column constitute Company matching funds under
the Company's Savings and Investment Plan and related supplemental plan.
These plans are described in this Proxy Statement under the heading
"Employee Benefit and Long-Term Compensation Plans."
</TABLE>

9
<PAGE>
OPTION GRANTS IN 1994

The following table shows all options to purchase the Company's Common Stock
granted to each of the Named Executive Officers of the Company in 1994 and the
potential value of such grants at stock price appreciation rates of 0%, 5% and
10%, compounded annually over the maximum ten-year term of the options. Also
shown is the potential gain of all outstanding shares of Common Stock held by
the Company's shareholders as of December 31, 1994 using the same base price and
appreciation rates and compounded over the same ten-year period. The 5% and 10%
rates of appreciation are required to be disclosed by the rules of the
Securities and Exchange Commission ("SEC") and are not intended to forecast
possible future actual appreciation, if any, in the Company's stock prices. The
Company did not use an alternative present value formula permitted by the rules
of the SEC because in the Company's view, potential future unknown or volatile
factors result in there being no such formula that can determine with reasonable
accuracy the present value of such option grants.

<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------------------- POTENTIAL REALIZABLE VALUE AT
NUMBER OF PERCENT OF ASSUMED ANNUAL RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR OPTION TERM ($)
UNDERLYING GRANTED TO EXERCISE OR -----------------------------------------------
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION 0%
NAME GRANTED (#) FISCAL YEAR ($/SH)(2) DATE -- 5% 10%
- - ------------------------ ------------ ------------- ----------- ----------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
W. C. Steere, Jr. ...... 78,600(1) 1.59 68.50 8/24/04 0 3,386,032 8,580,869
E. C. Bessey............ 21,750(1) 0.44 68.50 8/24/04 0 936,974 2,374,477
H. McKinnell, Jr. ...... 26,630(1) 0.54 68.50 8/24/04 0 1,147,201 2,907,233
R. Neimeth.............. 21,490(1) 0.43 68.50 8/24/04 0 925,774 2,346,092
J. F. Niblack........... 21,450(1) 0.43 68.50 8/24/04 0 924,051 2,341,726
All Shareholders........ N/A N/A N/A N/A 0 12,449,746,718 31,550,102,541
<FN>
- - ---------------
(1) Option grants for each Named Executive Officer consisted of a Key Grant and
an Across-the-Board Grant. Key Grants were awarded as follows: Mr. Steere -
75,000; Mr. Bessey - 20,000; Dr. McKinnell - 25,000; Mr. Neimeth - 20,000
and Dr. Niblack - 20,000. These options are first exercisable as follows:
One-fifth on 8/25/95, one-fifth on 8/25/96, one-fifth on 8/25/97, one-fifth
on 8/25/98 and one-fifth on 8/25/99. The Across-the-Board Grants, first
exercisable on 8/25/95, were awarded as follows: Mr. Steere - 3,600; Mr.
Bessey - 1,750; Dr. McKinnell - 1,630; Mr. Neimeth - 1,490; and Dr. Niblack
- 1,450.

(2) The exercise price for all stock option grants shown in this column is the
market price of the Company's Common Stock on the date of the grant.
</TABLE>

AGGREGATED OPTION EXERCISES IN 1994 AND
OPTION VALUES AT DECEMBER 31, 1994

The following table provides information as to options exercised by each of
the Named Executive Officers in 1994, and the value of the remaining options
held by each such executive officer at year-end, measured using the mean of the
high and the low trading price ($77.0625) of the Company's Common Stock on
December 30, 1994.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS HELD IN-THE-MONEY OPTIONS
SHARES AT 12/31/94 AT 12/31/94
ACQUIRED ON VALUE -------------------------- -------------------------
EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
- - ----------------------------------- ----------- ---------- ----------- ------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C>
W. C. Steere, Jr. ................. 1,156 37,853 214,026 191,100 4,600,262 1,551,919
E. C. Bessey....................... 28,270 1,120,522 107,109 34,125 1,993,069 360,258
H. McKinnell, Jr. ................. 13,196 570,565 94,772 51,630 2,169,801 579,582
R. Neimeth......................... 23,248 754,593 110,032 32,740 2,800,573 342,211
J. F. Niblack...................... 9,751 429,140 57,703 46,033 651,152 482,494
</TABLE>

10
<PAGE>
LONG-TERM INCENTIVE PLAN -- AWARDS IN 1994

The following table provides information concerning the participation of the
Named Executive Officers in a long-term compensation plan called the
Performance-Contingent Share Award Program pursuant to which they were awarded
the right to earn shares of the Company's Common Stock ("Performance-Contingent
Shares"). Actual payouts of these Performance-Contingent Shares, if any, will be
determined in accordance with a non-discretionary formula which measures the
Company's performance over a five-year period using certain performance goals
that were determined by the Company's Executive Compensation Committee and
approved by the Board. The formula is comprised of two performance criteria --
growth in total shareholder return and growth in earnings per share -- over the
performance period relative to the industry peer group ("Peer Group") referred
to in the Performance Graph shown on page 17 of this Proxy Statement. To the
extent that the Company's performance exceeds the low end of the range of the
Peer Group's performance for either or both of the performance criteria, a
varying amount of shares up to the maximum will be earned. Details regarding
these awards are discussed in the Executive Compensation Committee's Report
beginning on page 13 of this Proxy Statement.

<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS
PERFORMANCE PERIOD UNDER NON-STOCK PRICE-BASED PLANS
(OR OTHER PERIOD -------------------------------------
NUMBER OF UNTIL MATURATION THRESHOLD(2) TARGET
NAME SHARES(1) OR PAYOUT) (#) (#) MAXIMUM (#)
<S> <C> <C> <C> <C> <C>
- - --------------------------------------------------------------------------------------------------------------
W. C. Steere, Jr................ * 1/1/94-12/31/98 2,500 15,000 25,000
1/1/95-12/31/99 2,500 15,000 25,000
- - --------------------------------------------------------------------------------------------------------------
E. C. Bessey.................... * 1/1/94-12/31/98 900 5,400 9,000
1/1/95-12/31/99 900 5,400 9,000
- - --------------------------------------------------------------------------------------------------------------
H. McKinnell, Jr................ * 1/1/94-12/31/98 900 5,400 9,000
1/1/95-12/31/99 900 5,400 9,000
- - --------------------------------------------------------------------------------------------------------------
R. Neimeth...................... * 1/1/94-12/31/98 750 4,500 7,500
1/1/95-12/31/99 750 4,500 7,500
- - --------------------------------------------------------------------------------------------------------------
J. F. Niblack................... * 1/1/94-12/31/98 750 4,500 7,500
1/1/95-12/31/99 750 4,500 7,500
<FN>
- - ---------------
(1) The actual number of Performance-Contingent Shares that will be paid out at
the end of the applicable period, if any, is not yet determinable because
the shares earned by the Named Executive Officers will be based upon the
Company's future performance compared to the future performance of the Peer
Group.

(2) If the minimum performance of the Company in both performance measures is
at the low end of the range relative to the Peer Group, then no
Performance-Contingent Shares will be earned by the Named Executive
Officers. To the extent that the Company's performance exceeds the low end
of the range of Peer Group performance, the minimum shares that will be
awarded is shown in the "Threshold" column.
</TABLE>

11
<PAGE>
EXECUTIVE COMPENSATION COMMITTEE REPORT

The last section of this report is a glossary containing definitions of the
capitalized terms used in this report, unless such terms previously have been
defined in this Proxy Statement.

OVERVIEW OF COMPENSATION PHILOSOPHY AND PROGRAM

The Committee establishes the salaries and other compensation of the
executive officers of the Company, including the Chairman and CEO of the Company
and other Named Executive Officers. The Committee consists entirely of
independent directors who are not officers or employees of the Company.

The Company's executive compensation program is designed to:

- motivate, reward and retain the executive officers who have contributed to
the Company's success by insuring that they are paid competitively;

- link a substantial part of each executive officer's compensation to the
performance of both the Company and the individual executive officer; and

- encourage ownership of Company common stock by executive officers.

As discussed below, the program consists of three elements -- base salaries,
Annual Incentive Awards and long-term incentive compensation. Salaries are based
on the Committee's evaluation of individual job performance and an assessment of
the salaries paid by the Company's Peer Group to executive officers holding
equivalent positions at those companies. Annual Incentive Awards are based on an
evaluation of both individual and Company performance. Long-term incentive
awards, which consist of stock options and a Performance-Contingent Share Award
Program, are designed to insure that incentive compensation is linked to the
performance of the Company. In addition, the Named Executive Officers and other
members of senior management are expected to own a specific minimum amount of
Common Stock under the Company's stock ownership program.

EVALUATION OF EXECUTIVE PERFORMANCE

Except as is otherwise specifically noted in this report, the Committee does
not rely solely on predetermined formulae when it evaluates the performance of
the Chairman and CEO and the Company's other executive officers, including the
Named Executive Officers. Instead, the Committee considers management's overall
accomplishments relating to the Company's financial performance and other
criteria discussed below. In 1994, management continued to implement effectively
its long-term strategies which included: improving operating margins, continuing
the implementation of a restructuring program begun in 1993, maintaining the
flow of new product candidates in the Company's research pipeline and augmenting
the Company's research and marketing abilities with key external collaborations.
The Committee believes that the success of these strategies is evidenced by the
Company's strong financial performance from ongoing operations in 1994, the
improvement in the Company's operating margins, the strength of the Company's
current product portfolio which resulted in exceptional sales growth in 1994,
the broad acceptance of the Company's products in today's managed-care
marketplace, and the unprecedented number of promising new product candidates
currently under development by the Company.

The Committee also has taken into account management's ability to respond to
the dramatic changes occurring within the U.S. marketplace for health care
products and services. The potential impact of proposed health care reforms at
both the state and federal level continues to be of particular importance to the
Company and its shareholders. It is the Committee's opinion that, in this ever-
changing environment, management continues to develop effectively and implement
strategies that will enable the Company to remain a leader in the health care
industry well into the next decade. The Committee took particular note of the
fact that, for the twelve-month period ended September 30, 1994, the Company
ranked sixth in worldwide pharmaceutical sales among worldwide ethical
pharmaceutical concerns, up from tenth in September of 1991. In addition, Mr.
Steere and his senior management team have undertaken, and continue to
undertake, significant action to effectively communicate the Company's position
on health care issues to the Company's shareholders, the public and the
government. The benefits of these efforts to the Company cannot, of course, be
quantifiably measured but the Committee believes that these efforts are vital to
the Company's continuing success.

12
<PAGE>
SALARY

In making its decision on salary levels, the Committee did not use a
predetermined formula. Instead, the 1994 salaries of the Chairman and CEO and
the other executive officers were based on the Committee's evaluation of each
officer's individual job performance and an assessment of the salaries paid by
the Peer Group to executive officers holding equivalent positions at the Peer
Group companies. Salary ranges are assigned to each executive officer position
based on an evaluation of the compensation paid by the Peer Group to executive
officers holding comparable positions at those companies. That target salary for
the Company's executive officers is aligned with the median value of the Peer
Group survey data. The salaries awarded to Mr. Steere and the other executive
officers in 1994 on average exceeded the median salaries paid by the Peer Group
to executive officers holding comparable positions at those companies. Mr.
Steere's salary in 1994 totaled $1,016,667. For 1995 it has been set at
$1,030,000 which represents a 1.3% increase from his 1994 salary. The 1994
salaries of the other Named Executive Officers are shown in the "Salary" column
of the Summary Compensation Table on page 9 of this Proxy Statement.

ANNUAL INCENTIVE AWARDS

The second element of the compensation program is the Annual Incentive Award
Program. For Mr. Steere, the Annual Incentive Award can range from 0 percent to
200 percent of his salary, depending upon the Board's evaluation of Mr. Steere's
performance. In evaluating his performance, the Committee used the performance
indicators described above under "Evaluation of Executive Performance" and other
confidential performance indicators that were recommended by Mr. Steere, adopted
by the Committee and confirmed by the Board in February of 1994. After reviewing
actual results in 1994 against the performance indicators, the Committee
approved, and the Board confirmed, a 1994 Annual Incentive Award for Mr. Steere
of $1,925,000.

The 1994 Annual Incentive Awards for other executive officers were based, in
part, on the same performance indicators used to determine Mr. Steere's annual
award. In addition, the executive officers were required to achieve certain
individual goals relating to their positions as well as confidential goals
contained in the Operating Plans of the businesses for which they are
responsible. The Annual Incentive Awards paid to each of the Named Executive
Officers are shown in the "Bonus" column of the Summary Compensation Table on
page 9 of this Proxy Statement.

LONG-TERM INCENTIVE AWARDS

In 1994, Mr. Steere and the other executive officers participated in the
Company's long-term incentive compensation program. As discussed below, the
program consisted of stock option grants made under the Company's Stock and
Incentive Plan and awards made under the Company's Performance-Contingent Share
Award Program.

(A) STOCK OPTIONS

The Committee granted Key-Employee Stock Options to each executive officer
in 1994 under the Company's Stock and Incentive Plan. In selecting the size of
the Key-Employee Stock Option grants, the Committee reviewed competitive data
relating to similar grants made by the Peer Group to executive officers holding
comparable positions at those companies, the individual stock ownership of the
Company's executive officers and the potential value of the 1994
Performance-Contingent Share Awards made to such officers. Based upon this data,
Mr. Steere was awarded Key-Employee Stock Options for 75,000 shares of Common
Stock and the other Named Executive Officers were awarded the number of
Key-Employee Stock Options shown in footnote 1 to the "Option Grants in 1994"
table on page 11 of this Proxy Statement. The Key-Employee Stock Options of the
Named Executive Officers and certain other executive officers will vest over a
five-year period, with 20 percent of the options vesting each year. All other
executive officers' Key-Employee Stock Options will vest over a four-year
period, with 25 percent of the options vesting each year.

Key-Employee Stock Options granted to Mr. Steere and the other Named
Executive Officers, when combined with the value of the Performance-Contingent
Shares that these officers may potentially earn, are targeted by the Committee
to fall at the median range of the value of long-term incentives granted by the
Peer Group to executive officers holding comparable positions at those
companies, assuming that the Company's performance also falls at the median of
the Peer Group's performance. If the Company's actual performance exceeds the
median performance of the Peer Group, however, the total value of long-term
incentive awards (which would include Performance-Contingent Share awards
discussed below) will be higher than the median awards made by the

13
<PAGE>
Peer Group. Similarly, if the Company's performance falls below the median
performance of the Peer Group, the total value of the long-term incentive awards
would fall below the median awards of the Peer Group.

In addition, in August of 1994 the Board granted Across-the-Board Stock
Options to all U.S. and Puerto Rico employees of the Company, including Mr.
Steere and the other executive officers. The total number of Across-the-Board
Stock Options granted to each employee was based on compensation levels -- one
option was granted to each employee for every $500 of annualized compensation,
which for all executive officers was comprised of salary and bonus. Mr. Steere
received 3,600 Across-the-Board Stock Options in 1994 and the other Named
Executive Officers received the number of Across-the-Board Stock Options shown
in footnote 1 to the "Option Grants in 1994" table on page 11 of this Proxy
Statement. All Across-the-Board Stock Options will vest one year after the date
of their grant.

(B) PERFORMANCE-CONTINGENT SHARE AWARDS

The Committee also made awards to Mr. Steere and other executive officers in
1994, including the Named Executive Officers, under the Company's
Performance-Contingent Share Award Program. The potential size of each award,
including the maximum number of shares of Common Stock that may be earned by
each executive officer, was established by the Committee after examining similar
awards made by the Peer Group to executive officers holding comparable positions
at those companies. Payments pursuant to the awards are determined by using a
non-discretionary formula comprised of two performance criteria measured over
the applicable performance period: total shareholder return and earnings per
share growth over the performance period relative to the performance of the Peer
Group. The performance formula weighs each criterion equally. To the extent that
the Company's performance exceeds the low end of the range of the performance of
the Peer Group in either or both of the performance criteria, a varying amount
of shares of Common Stock up to the maximum will be earned.

Except for the 1993 awards, which provide for shorter performance periods,
the performance period for all awards made under this program is five years.
Based on the Company's performance during the 1993-94 performance period, Mr.
Steere and the other Named Executive Officers earned between the target and the
maximum number of Performance-Contingent Shares possible under the 1993 award
formula previously approved by the Committee. The total number of such shares
earned by Mr. Steere was 8,000. The total number of shares earned by each of the
Named Executive Officers is shown in footnote 4 to the "LTIP Payouts" column of
the Summary Compensation Table on page 9 of this Proxy Statement.

In connection with the 1994 awards for Mr. Steere, the number of
Performance-Contingent Shares that he may earn at the end of each of the
applicable five-year performance periods (1/1/94 -- 12/31/98 and 1/1/95 --
12/31/99, respectively) will range from 0 to 25,000. As for the other Named
Executive Officers, the number of Performance-Contingent Shares that Mr. Bessey
and Dr. McKinnell may earn at the end of each of the same five-year performance
periods will range from 0 to 9,000 while the number of such shares that Mr.
Neimeth and Dr. Niblack may earn will range from 0 to 7,500. The maximum number
of Performance-Contingent Shares that may be earned by Mr. Steere and the other
Named Executive Officers is shown in the table headed "Long-Term Incentive Plan
- - -- Awards in 1994" on page 12 of this Proxy Statement.

TAX POLICY

In 1993 the Internal Revenue Code ("Code") was amended with respect to the
tax deductibility of executive compensation. Under the Code, publicly-held
companies such as the Company may not deduct compensation paid to certain
executive officers to the extent that such compensation exceeds $1 million in
any one year for each such officer. The regulations include an exception for
"performance-based" compensation, including stock options granted under a stock
option plan that has been previously approved by shareholders, provided that
such options are not issued below the fair market value of the stock on the date
of the grant. The Company's Stock and Incentive Plan meets these requirements so
stock options awarded to the Company's executive officers in 1994 are eligible
for the performance-based compensation exception to the deduction limitation.
Compensation other than stock options, however, must meet other requirements in
order to qualify as tax deductible "performance-based" compensation.

Under the Code, compensation is deemed "performance-based", and not subject
to the $1 million deduction limitation, if it meets the
fol-

14
<PAGE>
lowing requirements: (1) it is paid solely on account of the attainment of one
or more preestablished objective performance goals; (2) the performance goals
under which the compensation is to be paid are established by a committee
comprised solely of two or more outside directors; (3) the committee certifies
in writing prior to payment of the compensation that the performance goals and
any other material terms of payment were, in fact, satisfied; and (4) the
material terms of the performance goals under which the compensation is to be
paid has been approved by a vote of the majority of the outstanding shares of
the Company.

The Performance-Contingent Share Awards granted in 1994 to Mr. Steere and
the other executive officers qualify as "performance-based" compensation under
the requirements of the Code as set forth above. Accordingly, the eventual
payouts of these awards will be fully deductible by the Company.

The Annual Incentive Awards granted to the Company's executive officers in
1994 are not eligible for the performance-based exception under the Code because
they were awarded based, in part, on certain goals (such as restructuring the
Company to respond to changes occurring within the U.S. health care marketplace)
that would not be deemed "objective" goals as required by the Code. The
Committee and the Board believe that it is in the best interests of the Company
and its shareholders, however, to set goals that are not exclusively objective
in connection with the Annual Incentive Award Program. The Committee and the
Board will continue to evaluate their position on this issue, however, as the
regulations under the Code are developed.

STOCK OWNERSHIP PROGRAM

A stock ownership program was adopted by the Board upon this Committee's
recommendation in August of 1993. Under the guidelines of this program, employee
directors (currently Messrs. Steere and Bessey) are expected to own by no later
than December of 1998 Company Common Stock equal in value to at least three
times their annual salaries. The program also extends to the other Named
Executive Officers and certain other executive officers who, as of the same
date, will be expected to own Company Common Stock equal in value to at least
two times their annual salaries. All other executive officers are expected to
own stock with a value equivalent to their annual salaries.

Under the program, "stock ownership" is defined as stock owned by the
executive officer directly or through the Company's Savings and Investment Plan.
While the Named Executive Officers and other participants in this program have
been given five years in which to comply with this program, the Committee
monitors the participation of the executive officers and expects that
incremental progress will be made each year by each officer during the five-year
phase-in period. The Committee has determined that, as of the end of 1994,
acceptable progress has been made under this program by all of the Company's
executive officers. As indicated earlier, the level of each Named Executive
Officer's stock ownership in 1994 also was considered as a factor by the
Committee when it determined the levels of the 1994 Key-Employee Stock Option
grants.

GLOSSARY

ACROSS-THE-BOARD STOCK OPTIONS. Stock options granted under the Company's
Stock and Incentive Plan to a large percentage of the Company's employees. These
options typically are granted every few years by the Company to regular
employees in the U.S. and Puerto Rico who satisfy certain eligibility criteria.

ANNUAL INCENTIVE AWARDS. These awards are annual cash payments which may be
awarded by the Committee to executive officers on the basis of both Company
performance and individual performance over the prior year. The performance
indicators used to serve as the basis for an assessment of the performance of
the executive officers are established by the Committee (and approved by the
Board in the case of the CEO) at the beginning of the performance period.

COMMITTEE. The Executive Compensation Committee of the Board of Directors.

KEY-EMPLOYEE STOCK OPTIONS. Stock options granted under the Company's Stock
and Incentive Plan to a select group of management employees in the U.S. and
overseas who are considered to have a substantial impact on the Company's
operations.

NAMED EXECUTIVE OFFICERS. This refers to the five most highly compensated
executive officers of the Company -- Messrs. Steere, Bessey and Neimeth and Drs.
McKinnell and Niblack.

PEER GROUP. This group consists of the eleven health care companies
referred to in the Performance Graph that follows this report.

15
<PAGE>
PERFORMANCE-CONTINGENT SHARES. These are shares of Pfizer Inc. Common Stock
that may be awarded by the Executive Compensation Committee to the Named
Executive Officers and certain other employees of the Company under the
Performance-Contingent Share Award Program. For shares to be issued to any such
officer or employee, however, certain preestablished Company performance
criteria must be met over a preestablished performance period. This program is
described in further detail on page 19 of this Proxy Statement.

STOCK AND INCENTIVE PLAN. This refers to the Pfizer Inc. Stock and
Incentive Plan which is described in further detail on page 20 of this Proxy
Statement.
THE EXECUTIVE COMPENSATION COMMITTEE:

Mr. Opel (Chair)(1)
Mr. Burns(2)
Mr. Harvey
Mr. Labrecque
- - ------------
(1) Retired from the Board and this Committee on February 15, 1995.

(2) Became Chair of this Committee on February 15, 1995.

PERFORMANCE GRAPH

Set forth below is a graph comparing the total shareholder returns (assuming
reinvestment of dividends) of the Company, the Standard & Poor's ("S&P") 500
Composite Stock Index ("S&P 500"), and an industry peer index com-
piled by the Company that consists of the following companies: Abbott
Laboratories, American Home Products Corp.(1), Baxter International Inc.,
Bristol-Myers Squibb Company, Colgate-Palmolive Co., Johnson & Johnson, Eli
Lilly and Company, Merck and Co., Inc., Schering-Plough Corp., Upjohn Co. and
Warner-Lambert Company (together the "Peer Group"). The Peer Group consolidation
was done on a weighted average basis (market capitalization basis, adjusted at
the beginning of each year). The graph assumes $100 invested at the per share
closing price of the Common Stock on the New York Stock Exchange Composite Tape
on December 29, 1989 (the last business day of 1989) in the Company and each of
the other indices.

[CHART]

16
<PAGE>
EMPLOYEE BENEFIT AND LONG-TERM COMPENSATION PLANS

RETIREMENT ANNUITY PLAN
The Retirement Annuity Plan (the "Retirement Plan") is a funded, tax
qualified, noncontributory defined benefit pension plan that covers certain
employees, including the Named Executive Officers shown in the Summary
Compensation Table. Benefits under the Retirement Plan are based upon the
employee's earnings during service with Pfizer and/or its Associate Companies
and are payable after retirement generally in the form of an annuity. Earnings
covered by the Retirement Plan are actual salary, wages, bonuses and other
remuneration earned. Beginning in 1989, however, the Internal Revenue Service
limited the amount of annual earnings that may be considered in calculating
benefits under the Retirement Plan. For 1995, the current annual limitation
remains $150,000. The value of benefits, such as stock options, is not
considered earnings for the purposes of the Retirement Plan.

Benefits under the Company's Retirement Plan are calculated as an annuity
equal to the greater of (i) 1.4 percent of the average earnings for the five
highest consecutive calendar years prior to January 1, 1995 multiplied by years
of service, up to 35 years, or (ii) 1.75 percent of such earnings less 1.5
percent of Primary Social Security benefits multiplied by years of service, up
to 35 years. Actual earnings are used in benefit calculations for the period
after December 31, 1994 under both formulas. Contributions to the Retirement
Plan are made entirely by the Company and are paid into a trust fund from which
the benefits of participants will be paid.
In accordance with the requirements of the Code, the Retirement Plan
currently limits pensions paid under the Plan to an annual maximum of $120,000
(provided, however, that based upon certain provisions in the Retirement Plan in
effect as of July 1, 1982, employees may receive a larger pension if entitled
thereto as of December 31, 1982). The Company also has a supplemental plan that
provides that the Company will pay out of its general assets, an amount
substantially equal to the difference between the amount that would have been
payable under the Retirement Plan, in the absence of legislation limiting
pension benefits and earnings that may be considered in calculating pension
benefits, and the amount actually payable under the Retirement Plan.

PENSION PLAN TABLES

The following table shows, for the final compensation and years of service
indicated, the annual pension benefit, payable commencing upon retirement at age
65 under the present benefit formula of the Retirement Plan and its related
supplemental plan. The estimated retirement benefits have been computed on the
assumptions that (i) payments will be made in the form of a 50 percent joint and
survivor annuity (and both the Plan member and spouse are age 65), (ii) during
the period of employment the employee received annual compensation increases of
six percent and (iii) the employee retired as of December 31, 1994.

<TABLE>
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
- - --------------------------------- ---------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$ 250,000........................ $ 48,919 $ 65,225 $ 81,531 $ 97,838 $ 114,144
300,000........................ 59,248 78,998 98,747 118,497 138,246
400,000........................ 79,908 106,544 133,180 159,816 186,451
450,000........................ 90,237 120,317 150,396 180,475 210,554
500,000........................ 100,567 134,089 167,612 201,134 234,656
600,000........................ 121,226 161,635 202,044 242,453 282,861
700,000........................ 141,886 189,181 236,476 283,771 331,066
800,000........................ 162,545 216,726 270,908 325,090 379,271
950,000........................ 193,534 258,045 322,556 387,067 451,579
1,000,000....................... 203,863 271,818 339,772 407,727 475,681
1,200,000....................... 245,182 326,909 408,636 490,364 572,091
1,800,000....................... 369,137 492,183 615,229 738,275 861,321
2,100,000....................... 431,115 574,820 718,525 862,230 1,005,935
3,000,000....................... 617,049 822,731 1,028,414 1,234,097 1,439,780
3,500,000....................... 720,345 960,460 1,200,575 1,440,690 1,680,805
4,300,000....................... 885,619 1,180,825 1,476,032 1,771,238 2,066,444
</TABLE>

17
<PAGE>
As of December 31, 1994, the period of service covered by the Retirement
Plan and the supplemental plan are, for Mr. Steere -- 35 years; Mr. Bessey -- 30
years, 8 months; Dr. Niblack -- 27 years, 1 month; Mr. Neimeth -- 32 years, 4
months; and Dr. McKinnell -- 23 years, 10 months. Compensation covered by the
Retirement Plan and its related supplemental plan for the named executive
officers are the amounts set forth in the 1994 "Salary," "Bonus" and "LTIP
Payouts" columns of the Summary Compensation Table. The basis upon which
benefits are calculated under the Company's Retirement Plan is described in the
"Retirement Annuity Plan" section on page 17 of this Proxy Statement.

PERFORMANCE-CONTINGENT SHARE AWARD PROGRAM
Under the Performance-Contingent Share Award Program (the "Program"),
participating employees may be granted an opportunity by the Company's Executive
Compensation Committee to earn shares of Common Stock provided certain
performance criteria are met. The performance formula is nondiscretionary and is
comprised of two performance criteria -- total shareholder return (including
reinvestment of dividends) and earnings per share (as reported) -- measured
point-to-point over the applicable performance period relative to the
performance of the Peer Group as defined in the "Performance Graph" section of
this Proxy Statement. The 200 most highly compensated employees of the Company
are eligible to be granted the opportunity by the Executive Compensation
Committee to earn Performance-Contingent Shares. Except for awards made in 1993,
all awards granted under the Program are based upon a five-year performance
period. Awards earned by the Named Executive Officers under this Program for the
performance period ended December 31, 1994 are shown in the "LTIP Payouts ($)"
column of the Summary Compensation Table.

SAVINGS AND INVESTMENT PLAN
Under the terms of the Savings and Investment Plan (the "Savings Plan"),
participating employees may contribute up to 15 percent of regular earnings into
their Savings Plan accounts. A participating employee may elect to make
after-tax contributions, before-tax contributions, or both after-tax and
before-tax contributions. In addition, under the Savings Plan, the Company
contributes an amount equal to one dollar for each dollar contributed by
participating employees up to the first two percent of their regular earnings
and fifty cents for each additional dollar contributed by employees on the next
four percent of their regular earnings. The Company's matching contributions are
invested solely in the Company's Common Stock.

In accordance with the requirements of the Code, the Savings Plan currently
limits the additions that can be made to a participating employee's account to
$30,000 per year. The term "additions" includes Company matching contributions,
before-tax contributions made by the Company at the request of the participating
employee under Section 401(k) of the Code, and employee after-tax contributions.

Of those additions, the maximum before-tax contribution is limited,
effective January 1, 1994, to $9,240 per year. In addition, effective January 1,
1994, no more than $150,000 of annual compensation may be taken into account in
computing benefits under the Savings Plan, in accordance with the Code. The
Company has a supplemental plan to pay out of general assets, an amount
substantially equal to the difference between the amount that, in the absence of
legislation limiting such additions and the $150,000 limitation on earnings,
would have been allocated to a participating employee's account as employee
before-tax contributions, Company matching contributions and forfeitures, and
the amount actually allocated under the Savings Plan. Employees affected by
these limitations can make limited deferrals of income under this supplemental
plan and receive credit for such deferrals towards their retirement benefit
under the Company's retirement plans.

Amounts deferred, if any, under the Savings Plan and the related
supplemental plan in 1994 by the Company's Named Executive Officers, are
included in the "Salary" and "Bonus" columns of the Summary Compensation Table
shown on page 9 of this Proxy Statement. Company matching contribu-
tions allocated to the Named Executive Officers under the Savings Plan and the
related supplemental plan are shown in the "All Other Compensation" column of
the Summary Compensation Table.

STOCK AND INCENTIVE PLAN
Pursuant to the Stock and Incentive Plan (the "Incentive Plan"), Company
employees may be granted stock options, stock appreciation rights, stock awards
(including restricted stock awards), or performance unit awards, either as a
result of a general grant or as a result of an award based on having met certain
performance criteria, as determined by the Employee Compensation and Management
Development Committee or the Executive Compensation Committee, as applicable.
Non-employee directors of the Company are not eligible to participate in this
Plan.

18
<PAGE>
SEVERANCE AGREEMENTS

The Company has entered into severance agreements with certain executive
officers, including each of the Named Executive Officers shown in the Summary
Compensation Table. The agreements continue through September 30, 1996 and
provide that they are to be automatically extended in one-year increments unless
the Company has given prior notice of termination.

These agreements are intended to provide for continuity of management in the
event of a change in control of the Company. The agreements provide that covered
executive officers could be entitled to certain severance benefits following a
change in control of the Company. If, following a change in control, the
executive officer is terminated by the Company for any reason, other than for
disability or for cause, or if such executive officer terminates his or her
employment for good reason (as this term is defined in the agreements), then the
executive officer is entitled to a severance payment that will be 2.99 times the
greater of (i) the executive officer's base amount, as defined in the agreements
or (ii) the sum of the executive officer's (a) base salary in effect at the time
of termination and (b) the higher of the (x) last full-year annual incentive
payment or (y) projected annual incentive payment for the year in which
termination occurs. The severance payment generally is made in the form of a
lump sum.

In addition, in the event of such a termination following a change in
control, under the agreements each executive officer would receive a payout of
all outstanding Performance-Contingent Share Awards that had been granted to him
or her prior to the date of termination at the maximum amounts that could have
been earned pursuant to the awards. The executive officer would also receive a
benefit payable from the Company's general funds calculated using the benefit
calculation provisions of the Company's Retirement Annuity Plan and the
Company's unfunded Supplemental Retirement Plan with the following additional
features: the executive officer would receive credit for an additional three
years of service and compensation for purposes of calculating such benefit; the
benefit would commence at age 55 (or upon the date of termination, if the
executive officer is then over age 55) and for this purpose, the executive
officer would be assumed to be three years older than his actual age; such
benefit shall be further determined without any reduction on account of its
receipt prior to age 65; and, such benefit would be offset by any amounts
otherwise payable under the Company's Retirement Annuity Plan and unfunded
Supplemental Retirement Plan. The executive officer would also become vested in
all other benefits available to retirees of the Company including, without
limitation, retiree medical coverage. All restrictions on restricted stock
previously awarded to such executive officer would lapse and all unvested
options granted to such executive officer would vest and become exercisable for
the remainder of the term of the option.

If a change in control occurs, the agreements are effective for a period of
four years from the end of the then existing term. Under the severance
agreements, a change in control would include any of the following events: (i)
any "person", as defined in the Securities Exchange Act of 1934, as amended,
acquires 20 percent or more of the Company's voting securities; (ii) a majority
of the Company's directors are replaced during a two-year period; or (iii)
shareholders approve certain mergers, or a liquidation, or sale of the Company's
assets. In the event that any payments made in connection with a change in
control would be subjected to the excise tax imposed by Section 4999 of the
Code, the Company will "gross-up" the executive officer's compensation for all
federal, state and local income and excise taxes and any penalties and interest
thereon.

In certain circumstances, the Company is obligated to fund trusts
established to secure its obligations to make payments under the severance
agreements in advance of the time payment is due.

COMPENSATION OF DIRECTORS AND OTHER MATTERS

The non-employee directors of the Company receive an annual cash retainer of
$26,000 per year. Non-employee directors who serve on one Board committee or
more (other than the Executive Committee) receive an additional annual fee of
$4,000 for such service. In addition, non-employee directors who chair a Board
committee receive an additional $2,000 per year, per committee. Directors who
are employees of the Company receive no retainers for Board-related service.

19
<PAGE>
The non-employee directors of the Company also receive a fee of $1,500 for
attending each Board meeting, committee meeting, Annual Meeting of Shareholders,
for each day of a visit by the Board to a plant or office of the Company or its
subsidiaries, and for attending any other business meeting to which the director
is invited by the Board or the Executive Committee. Directors who are employees
of the Company receive no fees for attending any such meeting.

In addition to the cash compensation discussed above, all non-employee
directors listed above except George Harvey, who joined the Board later in the
year, were awarded 300 shares of restricted Common Stock on the day of the 1994
Annual Meeting of Shareholders under the Company's Restricted Stock Plan for
Non-Employee Directors. Subsequent to these awards, this Plan was amended by the
Board to provide for the cessation of such awards. At the same time, the Board
provided for the award of units measured by the price of the Company's Common
Stock under the renamed "Pfizer Inc. Nonfunded Deferred Compensation and Unit
Award Plan for Non-Employee Directors." Mr. Harvey received an award of 300
units under the Nonfunded Deferred Compensation and Unit Award Plan for
Non-Employee Directors (described below) at the time he was elected to the Board
in September of 1994.

BENEFIT PLANS FOR NON-EMPLOYEE DIRECTORS

Under the Pfizer Inc. Nonfunded Deferred Compensation and Unit Award Plan
for Non-Employee Directors, directors who are not employees of the Company or
any of its subsidiaries may defer the above fees. At the director's election,
the fees held in his or her account may be credited either with interest at a
specified rate, or with units. The units are calculated by dividing the amount
of the fee by the closing price of the Common Stock as of the last business day
prior to the date that the fees would otherwise be paid. The units in a
director's account are increased by the value of any distributions on the Common
Stock, allocated in accordance with the number of units in the account.
Following the director's termination from the Company, the amount held in his or
her account is then payable in cash. The amount to be paid is determined by
multiplying the number of units in the account by the closing price of the
Common Stock as of the last business day prior to the payment date.

Also under this Plan, non-employee directors are granted an initial award of
300 units upon first becoming a director. Thereafter, each non-employee director
is granted an annual award of 300 such units as of the date of the Company's
Annual Meeting of Shareholders (provided the director will continue to serve as
a director following the meeting). Units awarded under the Plan may not be
assigned, terminated or modified by a director. Participation in the Plan is
limited to directors who are not employees of the Company or any of its
subsidiaries. The awards under this Plan are made in addition to the directors'
annual cash retainers and meeting attendance fees.

The Company has a Retirement Plan for Non-Employee Directors. Under this
Plan, a retiring non-employee director may receive a pension if he or she (i) is
at least 60 years of age at the time of retirement, (ii) has served a minimum of
five years on the Board, and (iii) his or her age plus years of service equal at
least 70; provided, however, that the foregoing requirements set forth in
clauses (ii) and (iii) above shall not apply to any non-employee director who
leaves the Board after attaining age 60 to accept a position with, or provide
services to, a governmental, charitable or educational institution, the policies
of which prohibit continued service as a director. The pension is an annuity
equal to the director's annual cash retainer at the time of retirement. This
annual cash retainer in 1994 was $26,000. The pension generally is paid to the
director or to his or her spouse for a period of time equal to the period that
the director served on the Board. In 1994, however, an exception to the usual
payment plan was made by the Board in connection with the retirement of William
J. Crowe, Jr. Admiral Crowe was appointed by President Clinton as the United
States Ambassador to the United Kingdom shortly after his retirement from the
Board in April of 1994. Due to certain government restrictions, the Board
decided to pay Admiral Crowe his pension in a single lump sum amount. This
payment totalled $130,000.

In certain circumstances, the Company is obligated to fund trusts
established to secure its obligations to make payments to its directors under
the above benefit plans, programs or agreements in advance of the time payment
is due.

CONSULTING AGREEMENTS

Under a consulting agreement with the Company, Mr. Pratt consults with the
Company on business matters involving the areas of tax, trade and

20
<PAGE>
intellectual property. In return for this advice, the Company is obligated to
pay Mr. Pratt an annual consulting fee, payable monthly. The agreement runs
year-to-year and may be terminated at the end of any year by either the Company
or Mr. Pratt on 90 days written notice, or upon the mutual agreement of both
parties. In addition, the Company must reimburse Mr. Pratt for reasonable
business expenses he incurs in connection with the services he provides to the
Company under this agreement. The amount paid to Mr. Pratt under the agreement
for the services he rendered to the Company during 1994 was $100,000.

In addition, Dr. Marks received $14,000 in consulting fees in connection
with two business trips he took with Mr. Steere in 1994.

RELATED TRANSACTIONS

During 1994, the Company engaged the services of Lazard Freres & Co., of
which Mr. Rohatyn is a General Partner and Mr. Lynn is a Senior Advisor. Lazard
Freres & Co. acted as a financial advisor in connection with potential
acquisitions and general corporate matters, as a broker in connection with the
purchase and sale of securities, and as an underwriter in connection with the
sale of securities. In 1995, the Company plans to retain this firm for such
services. In addition, the Pfizer Retirement Annuity Plan is a limited partner
in Corporate Partners, L.P., of which LFCP Corp., a wholly-owned subsidiary of
Lazard Freres & Co., is the General Partner.

During 1994, the Company received from The Chase Manhattan Bank, N.A.
$1,505,368 representing income generated from a $25 million notional principal
amount fixed-to-floating-interest-rate swap. Mr. Labrecque is Chairman and Chief
Executive Officer of the Bank. In addition, the Company had the following
transactions in 1994 with Mineral Technologies, Inc., of which Dr. Valles is
Chairman and Chief Executive Officer: purchases of granular lime and calcium
carbonate for approximately $400,000.

The Company also had the following transactions in 1994 with Pitney Bowes,
of which George B. Harvey is Chairman, President, and Chief Executive Officer:
the leasing and purchasing of office equipment including fax machines, postage
meters, supplies and parts for $188,290.

The transactions described in this section were entered into by the Company
pursuant to arm's length negotiations in the ordinary course of business and on
terms that the Company believes to be fair.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 1994, the following members of the Board served on the Executive
Compensation Committee: Messrs. Opel (Chair), Burns, Harvey and Labrecque. Mr.
Opel retired from both the Board and the Executive Compensation Committee as of
February 15, 1995 and Mr. Burns was appointed Chair of the Executive
Compensation Committee as of that same date. As noted above under the "Related
Transactions" section, during this same time, the Company received $1,505,368
from The Chase Manhattan Bank, N.A., of which Mr. Labrecque is Chairman and
Chief Executive Officer, representing income generated from a $25 million
notional principal amount fixed-to-floating-interest-rate swap. In addition, in
1994 the Company paid Pitney Bowes $188,290 for the purchase and leasing of
office equipment. Mr. Harvey is the Chairman, President and Chief Executive
Officer of Pitney Bowes.

ADDITIONAL INFORMATION

The directors (other than Ms. Horner, and Messrs. Burns, Harvey, Labrecque
and Raines) and certain officers and former directors and officers of the
Company are defendants in a civil suit brought purportedly on behalf of the
Company as a shareholder derivative action in the Superior Court of the State of
California, County of Orange. The complaint alleges breaches of fiduciary duty
and other common law violations in connection with the manufacture and
distribution of Shiley heart valves and seeks, among other things, unspecified
money damages. The defendants in the action believe that the suit is without
merit.

BOARD COMMITTEES

THE EXECUTIVE COMPENSATION COMMITTEE

During 1994, the Executive Compensation Committee consisted of Mr. Opel
(Chair), Mr. Burns and Mr. Labrecque. Mr. Harvey was appointed to the Committee
on September 22, 1994. None of the directors on this Committee are employees of
the Company. Mr. Opel retired from both the Board and this Committee on February
15, 1995. Mr. Burns became the Chair of the Committee at that time. The
Committee met eight times in 1994.

21
<PAGE>
The functions of the Executive Compensation Committee are to establish and
review the guidelines and standards for evaluating the performance of the
employee-directors and other elected officers of the Company and to establish
the salaries and other compensation for such employees. The Executive
Compensation Committee Report is included on page 13 of this Proxy Statement.

THE CORPORATE GOVERNANCE COMMITTEE

During 1994, the Corporate Governance Committee (formerly the Nominating
Committee) consisted of Mr. Lynn (Chair), Miss Fippinger and Dr. Marks. Ms.
Horner was appointed to the Committee on September 22, 1994. None of the
directors on this Committee are employees of the Company. On January 26, 1995,
Dr. Marks was appointed Chair of the Committee. Mr. Lynn continues to serve as a
member of the Committee. During 1994, this Committee met six times. One of the
functions of this Committee is to make recommendations to the Board concerning
the appropriate size and needs of the Board, to consider candidates to fill new
positions created by expansion and vacancies which occur whether by resignation,
by retirement, or for any other reason and to recommend candidates for election
as directors at the Annual Meeting of Shareholders. In carrying out its duties,
the Committee considers for nomination nominees submitted to the Board by other
directors and shareholders, pursuant to the requirements set forth below. The
Corporate Governance Committee also confers with management concerning
management's plans for succession to officer and senior management positions in
the Company. Additional functions of the Committee include: monitoring and
making recommendations to the Board regarding the memberships and functions of
Board committees and the structure of Board meetings; considering questions of
possible conflicts of interest of Board members; and reviewing the outside
activities of senior executive officers of the Company.

Nominations for director nominees must be submitted in writing to the
Secretary of the Company at 235 East 42nd Street, New York, NY 10017. A
nomination must be received no later than: (1) 60 days in advance of an annual
meeting if it is being held within 30 days preceding the anniversary date of the
previous year's meeting, or (2) 90 days in advance of such meeting if it is
being held on or after the anniversary date of the previous year's meeting. With
respect to any other annual or special meeting, the nomination must be received
by the 10th day following the date of public disclosure of the date of such
meeting. The nomination must contain the following information about the
nominee: name, age, business and residence addresses; principal occupation or
employment; the number of shares of Common Stock held by the nominee; the
information that would be required under the rules of the Securities and
Exchange Commission in a proxy statement soliciting proxies for the election of
such nominee as a director; and a signed consent of the nominee to serve as a
director of the Company, if elected.

THE AUDIT COMMITTEE

The Audit Committee consists of Dr. Ikenberry (Chair), Mr. Raines and Mr.
Rohatyn, none of whom is an employee of the Company. Ms. Horner was a member of
this Committee through September 22, 1994. During 1994, the Committee met four
times. The functions of the Audit Committee include the review of the programs
of the Company's internal auditors and the results of their audits, the adequacy
of the Company's system of internal financial controls and accounting practices;
the review, with the independent auditors, of the scope of their annual audit
and estimated audit fees, prior to its commencement, and of the independent
auditor's report and findings, subsequent to its completion; the review with the
independent auditors of the annual and quarterly financial statements of the
Company; the review of Company compliance with the Foreign Corrupt Practices
Act; the recommendation of independent auditors for appointment annually by the
Board, subject to the approval of the shareholders; the initiation of such other
examinations as the Committee deems advisable with respect to such matters as
the adequacy of the system of internal controls and the accounting practices of
the Company; and the taking of such action as the Committee finds appropriate
with respect to these activities.

ITEM 2 -- APPROVAL OF APPOINTMENT OF AUDITORS FOR 1995

The Board, upon the recommendation of its Audit Committee, has appointed
KPMG Peat Marwick LLP to serve as the Company's independent auditors for 1995,
subject to the approval of the shareholders. The firm and its predecessors have
audited the financial records of the Company for

22
<PAGE>
many years during which time the practice of rotating the engagement partner has
been followed. The Board considers the firm to be well qualified.

It is expected that representatives of KPMG Peat Marwick LLP will be present
at the Annual Meeting to answer questions. They also will have the opportunity
to make a statement if they desire to do so.

Total audit fees paid to all independent auditors by the Company for 1994
were approximately $5,857,000, of which $5,620,000 was attributable to KPMG Peat
Marwick LLP.

The affirmative vote of a majority of votes cast on this proposal is
required for the approval of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF KPMG PEAT
MARWICK LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR 1995.

ITEM 3 -- INCREASE IN AUTHORIZED COMMON STOCK AND DECREASE IN PAR VALUE

The Board has unanimously adopted a resolution amending the Company's
Restated Certificate of Incorporation to increase the number of shares of
authorized Common Stock by 750,000,000 shares and to decrease the par value per
share of the Common Stock to $.05 per share. The Board submits that resolution,
which follows, to the shareholders:

"Resolved, that the first paragraph of Article FOURTH of the Restated
Certificate of Incorporation be amended to read as follows:

A. Authorized Shares and Classes of Stock.

The total number of shares and classes of stock that the Company shall have
authority to issue is one billion five hundred twelve million (1,512,000,000)
shares, which shall be divided into two classes, as follows: twelve million
(12,000,000) shares of Preferred Stock, without par value, and one billion five
hundred million (1,500,000,000) shares of Common Stock of the par value of $.05
per share."

If the proposed amendment is adopted by the shareholders, the Company plans
to file a Certificate of Amendment to the Restated Certificate of Incorporation
to be effective as soon as practicable following the Annual Meeting of
Shareholders.

On December 31, 1994, of the 750,000,000 authorized shares of Common Stock,
a total of 314,225,975 shares was outstanding, 26,104,841 shares were held in
the Company's treasury, 872,357 shares were reserved for issuance on conversion
of the Company's 4% Convertible Subordinated Debentures Due 1997, 2,306,833
shares were reserved for issuance under the Shareholder Investment Program,
200,000 shares were reserved for issuance under the Performance-Contingent Share
Award Program, 3,500,000 shares were reserved for issuance under the Company's
Savings and Investment Plan, 200,000 shares were reserved for issuance under the
Company's Pfizer Seiyaku Employee Stock Ownership Plan, 32,700 shares were
reserved for issuance under the Company's Restricted Stock Plan for Non-Employee
Directors and 26,996,060 shares were reserved for issuance under the Company's
Stock and Incentive Plan. The remainder of shares of authorized Common Stock was
not issued or subject to reservation.

Except as noted below, while the Company has no present plans, agreements,
or commitments for the issuance of additional shares of Common Stock, the Board
believes that the availability of additional shares will afford the Company
greater flexibility in considering possible future action, such as stock splits
or stock dividends. It is the intention of the Board barring unusual
circumstances, to declare a two-for-one stock split in the form of a stock
dividend at its meeting which follows the Annual Meeting of Shareholders if the
increase in authorized shares is approved. The additional shares will also be
available for future acquisitions of property and of securities of other
companies and for other corporate purposes. The additional shares will be
available for issuance from time to time without further action by the
shareholders and without first offering such shares to the shareholders.
Shareholders do not have preemptive rights with respect to the Common Stock. The
issuance of Common Stock, or securities convertible into Common Stock on other
than a pro-rata basis, would result in the dilution of a present shareholder's
interest in the Company. The affirmative vote of the holders of a majority of
the outstanding shares of Common Stock entitled to vote thereon is required for
the adoption of the proposed amendment.

23
<PAGE>
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE PROPOSAL TO AMEND THE RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF
COMMON STOCK AND TO DECREASE THE PAR VALUE PER SHARE OF THE COMMON STOCK.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT

Section 16 of the Securities Exchange Act of 1934 ("Section 16") requires
that reports of beneficial ownership of Common Stock and changes in such
ownership be filed with the SEC by the Company's directors and executive
officers. The Company is required to conduct a review and to identify in its
proxy statement each director or officer who failed to file any required reports
under Section 16 on a timely basis. Based upon that review, the Company has
determined that in January 1993 Mr. Neimeth made a charitable gift of stock that
was reported on a 1994 Form 5. To the Company's knowledge, all other Section 16
reporting requirements applicable to its directors and other executive officers
were complied with for fiscal year 1994.

MISCELLANEOUS

Under the rules of the SEC, shareholder proposals intended to be presented
at the 1996 Annual Meeting must be received by the Company at its principal
executive offices by November 17, 1995 for inclusion in the proxy statement and
form of proxy relating to that meeting.

The cost of soliciting proxies will be borne by the Company. In addition to
the solicitation of proxies by the use of the mails, the Company may use
telephone, telegraph and personal contact. Such solicitation will be made by
regular employees of the Company without additional compensation for such
services. The Company has also engaged Morrow & Co., Inc. to assist in the proxy
solicitation, and has agreed to pay $25,000 plus expenses for such soliciting
services.

By order of the Board,

[SIG]
C. L. Clemente
SECRETARY

24
<PAGE>

[MAP]

<PAGE>
PFIZER INC.
PROXY
SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 27, 1995, 10 A.M.
AT THE GRAND HYATT HOTEL
42ND STREET AND LEXINGTON AVENUE
NEW YORK, NY
THE UNDERSIGNED HEREBY APPOINTS
WILLIAM C. STEERE, JR., HENRY A.
MCKINNELL, JR., AND C.L.
CLEMENTE, AND EACH OF THEM, AS
PROXIES, EACH WITH FULL POWER OF
SUBSTITUTION, AND HEREBY
AUTHORIZES THEM TO REPRESENT AND
TO VOTE, AS DESIGNATED ON THE
REVERSE SIDE OF THIS FORM, ALL
THE SHARES OF COMMON STOCK OF
PFIZER INC. HELD OF RECORD BY THE
UNDERSIGNED ON FEBRUARY 27, 1995,
AT THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL
27, 1995 AT 10:00 A.M. AT THE
GRAND HYATT HOTEL, 42ND STREET
AND LEXINGTON AVENUE, NEW YORK,
NY, OR ANY ADJOURNMENT THEREOF.

IF NO OTHER INDICATION IS MADE ON
THE REVERSE SIDE OF THIS FORM,
THE PROXIES SHALL VOTE FOR ITEMS
NUMBER 1, 2 AND 3 AND, IN THEIR
DISCRETION, UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME
BEFORE THE MEETING.

(CONTINUED ON REVERSE SIDE)
<PAGE>
(CONTINUED FROM OTHER SIDE)
PFIZER INC.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1, 2 3.A proposal to approve an amendment to the Company's
AND 3. Restated Certificate of Incorporation to provide for an
1.Election of Directors. (Mark ONE box only). increase in the number of authorized shares of Common
Nominees: Grace J. Fippinger, James T. Lynn, Stock and a decrease in the par value per share of the
Paul A. Marks, Edmund T. Pratt, Jr., Common Stock. (Mark ONE box only).
Felix G. Rohatyn, and William C. Steere, Jr. FOR AGAINST ABSTAIN
/ / FOR all nominees, / / Vote WITHHELD / / / / / /
except vote withheld from all nominees IF ACTING AS ATTORNEY, EXECUTOR, TRUSTEE, OR IN OTHER
from the following REPRESENTATIVE CAPACITY, PLEASE SIGN NAME AND TITLE.
nominees (if any): / /95
--------------------------------------------- ------------------------------------------------------------
2.A proposal to approve the appointment of KPMG Peat Marwick (Signature of Shareholder) Date
LLP to serve as independent auditors for 1995. / /95
(Mark ONE box only). ------------------------------------------------------------
FOR AGAINST ABSTAIN (Signature, if held jointly) Date
/ / / / / / Please sign, date, and return this proxy form in the
enclosed return envelope. Thank you.
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