Exhibit 4.2
Amendment Xx. 0
Xxxxxxxxx Xx. 0, dated as of December 15, 2003, to the Amended and Restated
Rights Agreement, dated as of January 8, 2002 (the "Rights Agreement"), between
Wyeth, a Delaware Corporation (the "Corporation") and The Bank of New York, as
Rights Agent (the "Rights Agent").
WHEREAS, the Corporation has duly authorized the execution and delivery of
this Amendment and has done all things necessary to make this Amendment a valid
agreement of the Corporation. This Amendment is entered into pursuant to Section
27 of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements
set forth herein, the parties hereby agree as follows:
1. Amendment to the Definition of "Final Expiration Date". Section 1 of the
Rights Agreement is hereby amended to delete "October 7, 2009" from the
definition of "Final Expiration Date" and insert in lieu thereof: "December 15,
2003".
2. Effective Date. This Amendment shall be effective upon execution by the
undersigned.
3. Counterparts. This Amendment may be executed in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed shall be deemed to be an original but all of which taken
together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be
executed as of the date first written above by their respective officers
thereunto duly authorized.
Attest: WYETH
_____________________ By: ______________________
Name:
Title:
Attest: THE BANK OF NEW YORK, as Rights Agent
_____________________ By: ______________________
Name:
Title: