Pfizer

ary 2011, James M. Kilts, one of our Directors, learned that

one of his portfolio managers had engaged in two transactions in

Pfizer shares on his behalf without Mr. Kilts' knowledge or approval, despite the fact that Mr. Kilts had instructed the portfolio

manager not to trade in Pfizer securities without his prior approval. Specifically, on Mr. Kilts' behalf, the portfolio manager executed a purchase of 549 Pfizer shares at $18.12 per share in

February 2010 and a sale of those 549 shares at $17.22 per share

in March 2010. Since Mr. Kilts was not aware of the transactions

at the time of their execution, he failed to report them on a timely

basis on Form 4. Promptly upon being informed of the transactions, Mr. Kilts reported them on a Form 4.

REVIEW OF RELATED PERSON TRANSACTIONS

The Company has adopted a Related Person Transaction Approval

Policy that is administered by the Corporate Governance Committee. The Policy applies to any transaction or series of transactions

in which the Company or a subsidiary is a participant, the amount

involved exceeds $120,000, and a related person has a direct or

indirect material interest. Under the Policy, Company management determines whether a transaction requires review by the

Committee, and transactions requiring review are referred to the

Committee for approval, ratification or other action. Based on its

consideration of all of the relevant facts and circumstances, the

Committee decides whether or not to approve such transactions

and approves only those transactions that are deemed to be in the

best interests of the Company. If the Company becomes aware of

an existing transaction with a related person that has not been

approved under this Policy, the matter is referred to the Committee. The Committee then evaluates all options available, including

ratification, revision or termination of such