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Warner Lambert Co – ‘PREC14A’ on 12/21/99 re: Warner Lambert Co

On: Tuesday, 12/21/99 · Accession #: 950117-99-2598 · File #: 1-03608

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/21/99  Warner Lambert Co                 PREC14A                1:134K Warner Lambert Co                 Command F… Self-Filer/FA

Preliminary Proxy Solicitation Material — Contested Solicitation — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Warner-Lambert Company Prec 14A                       43    208K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Alex J. Mandl Anthony H. Wild, Ph.D Donald C. Clark George A. Lorch John A. Georges LaSalle D. Leffall, Jr., M.D Lodewijk J.R. de Vink Michael I. Sovern Peter B. Corr, Ph.D Robert N. Burt William H. Gray III William R. Howell
1	1st Page - Filing Submission
12	Lodewijk J.R. de Vink
"	Robert N. Burt
"	Donald C. Clark
13	John A. Georges
"	William H. Gray III
"	William R. Howell
"	LaSalle D. Leffall, Jr., M.D
14	George A. Lorch
"	Alex J. Mandl
"	Michael I. Sovern
33	Anthony H. Wild, Ph.D
36	Peter B. Corr, Ph.D

PREC14A 1st Page of 43 TOC ↑Top Previous Next ↓Bottom Just 1st
________________________________________________________________________________

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
------------------------

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
------------------------

Filed by registrant [x]

Filed by a party other than registrant [ ]

Check appropriate box:

[Enlarge/Download Table]

Preliminary Proxy Statement (Revocation Confidential, for Use of the Commission
of Consent Statement) Only (as permitted by Rule 14a-6(e)(2))

[ ] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

------------------------

WARNER-LAMBERT COMPANY
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

------------------------

Payment of filing fee (Check the appropriate box):

[x] No Fee Required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] 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:

________________________________________________________________________________

PREC14A 2nd Page of 43 TOC 1st Previous Next ↓Bottom Just 2nd
[Logo]

REVOCATION OF CONSENT STATEMENT
BY THE BOARD OF DIRECTORS OF WARNER-LAMBERT COMPANY
IN OPPOSITION TO THE SOLICITATION OF CONSENTS
BY PFIZER INC.

PRELIMINARY COPY; SUBJECT TO COMPLETION
December , 1999

The board of directors of Warner-Lambert Company, a Delaware corporation,
is furnishing this Revocation of Consent Statement and the accompanying BLUE
Revocation of Consent Card to the holders of the outstanding shares of
Warner-Lambert's common stock, par value $1.00 per share, in opposition to the
solicitation by Pfizer Inc., a Delaware corporation, of written consents from
the stockholders of Warner-Lambert.

Beginning in November, 1998, your Warner-Lambert board of directors, with
the assistance of management and outside advisors, commenced a review of
Warner-Lambert's strategic alternatives in order to evaluate the company's
long-term position in the pharmaceuticals and health care industries and to
develop a strategic plan for the future. These actions stemmed from your board's
ongoing focus on enhancing value for the stockholders of Warner-Lambert. After
months of review by management and outside consultants, and subsequent review of
management's evaluation by the board of directors, the board concluded that the
most attractive value-enhancing path for Warner-Lambert was to combine on a
'merger of equals' basis with a strategic partner of comparable size with
complementary products and pipeline. American Home Products Corporation was
identified as the most attractive partner.

After more than four months of discussions between the parties, on
November 3, 1999, your Warner-Lambert board unanimously approved a merger of
equals business combination of Warner-Lambert and American Home Products which
would create the world's largest pharmaceutical and consumer health care
products company. To effect that combination, the board approved, and
Warner-Lambert entered into, a merger agreement with American Home Products.
Under the terms of that merger agreement, Warner-Lambert stockholders will
receive 1.4919 shares of common stock of the combined entity in exchange for
each share of Warner-Lambert common stock. After the merger is completed, the
current stockholders of each company will own approximately 50 percent of the
combined company. The merger of equals transaction is intended to be accounted
for as a pooling of interests and to be tax free to the stockholders of both
companies.

On November 4, 1999, Pfizer announced an unsolicited conditional merger
proposal, under which each share of Warner-Lambert common stock would be
exchanged for 2.5 shares of common stock of Pfizer. Pfizer's proposal was
conditioned on the elimination of certain provisions of Warner-Lambert's merger
agreement with American Home Products relating to termination fees payable under
certain circumstances to American Home Products and the elimination of the stock
option agreement between Warner-Lambert and American Home Products. On
November 4, 1999, your Warner-Lambert board of directors determined that it was
not in a position at that time to take any action with respect to the Pfizer
proposal. Because Pfizer conditioned its proposal on the elimination of
contractual provisions in Warner-Lambert's agreement with American Home
Products -- which Warner-Lambert has no ability by itself to remove and had no
reason to believe that American Home Products would remove -- your board was
unable to conclude that Pfizer's conditional proposal on its face was reasonably
likely to be completed. Your board at that time reaffirmed its belief that the
strategic combination with American Home Products is in the best interests of
the Warner-Lambert stockholders.

On December , 1999, Pfizer commenced a consent solicitation in an effort
to replace your duly-elected Warner-Lambert board with a slate of Pfizer
nominees. Accordingly, a consent in favor of the Pfizer proposals is a consent
to turn over control of your Warner-Lambert board to Pfizer. However, Pfizer
still has not removed its self-imposed conditions to its acquisition proposal.
Moreover, Pfizer is contesting actively Warner-Lambert's claim that Pfizer
breached its agreements with Warner-Lambert relating to Lipitor'r',
Warner-Lambert's highly successful cholesterol-lowering drug, entitling

PREC14A 3rd Page of 43 TOC 1st Previous Next ↓Bottom Just 3rd
Warner-Lambert to terminate those agreements and reclaim the full value of
Lipitor'r' for the benefit of its stockholders. Especially under these
circumstances, we believe your current Warner-Lambert board is in the best
position to evaluate the strategic alternatives available to Warner-Lambert and
to decide on the action that is in the best interests of Warner-Lambert's
stockholders. THEREFORE, WE ARE URGING YOU NOT TO GIVE ANY CONSENTS IN RESPONSE
TO PFIZER'S SOLICITATION, AND WE ARE SEEKING THE REVOCATION OF ANY CONSENTS THAT
MAY HAVE BEEN GIVEN IN RESPONSE TO PFIZER'S SOLICITATION.

We believe that a Warner-Lambert board comprised of Pfizer's hand-picked
nominees would have substantial conflicts of interest in evaluating these
matters and would only attempt to complete a transaction with Pfizer. Because of
these conflicts of interest, Pfizer's hand-picked nominees cannot be counted on
to serve the best interests of Warner-Lambert stockholders, particularly with
respect to matters concerning Pfizer and its conditional proposal. Your
Warner-Lambert board believes that your interests will be best served if
Warner-Lambert's current directors, acting independently of Pfizer, evaluate,
decide and implement Warner-Lambert's strategic plans in furtherance of its
commitment to shareholder value. THE BOARD OF DIRECTORS OF WARNER-LAMBERT IS
ASKING FOR YOUR SUPPORT IN OPPOSING PFIZER'S ATTEMPT TO GAIN CONTROL OF YOUR
WARNER-LAMBERT BOARD. IN THIS REGARD, IT HAS BEEN AND CONTINUES TO BE YOUR
WARNER-LAMBERT BOARD'S POSITION THAT IT WILL RESPOND APPROPRIATELY TO ANY PFIZER
PROPOSAL WHICH IS REASONABLY LIKELY TO RESULT IN A FINANCIALLY SUPERIOR PROPOSAL
AND WHICH IS REASONABLY CAPABLE OF COMPLETION.

YOUR WARNER-LAMBERT BOARD UNANIMOUSLY OPPOSES THE PFIZER CONSENT
SOLICITATION AND URGES YOU NOT TO SIGN ANY WHITE CONSENT CARD SENT TO YOU BY
PFIZER. THE BOARD URGES YOU TO DISCARD ANY WHITE CONSENT CARDS SENT TO YOU BY
PFIZER.

IF YOU HAVE PREVIOUSLY SIGNED AND RETURNED ANY WHITE CONSENT CARD TO
PFIZER, YOU HAVE EVERY RIGHT TO CHANGE YOUR MIND. THE BOARD URGES YOU TO SIGN,
DATE AND MAIL THE ENCLOSED BLUE REVOCATION OF CONSENT CARD IN THE POSTAGE-PAID
ENVELOPE PROVIDED.

EVEN IF YOU HAVE NOT PREVIOUSLY SIGNED AND RETURNED ANY WHITE CONSENT CARD
TO PFIZER, YOU MAY STILL SEND A BLUE REVOCATION OF CONSENT CARD TO
WARNER-LAMBERT, WHICH WILL HAVE NO LEGAL EFFECT BUT WOULD ASSIST US IN
MONITORING THE PROGRESS OF THE CONSENT SOLICITATION.

IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE,
ONLY YOUR BANK, BROKER OR OTHER NOMINEE CAN EXECUTE A REVOCATION OF CONSENT FOR
YOUR SHARES, AND ONLY PURSUANT TO YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, YOU
ARE URGED TO REJECT PFIZER BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE
REVOCATION OF CONSENT CARD PROMPTLY, USING THE ACCOMPANYING POSTAGE-PAID
ENVELOPE PROVIDED BY YOUR BANK, BROKER OR NOMINEE.

This Revocation of Consent Statement and the enclosed BLUE Revocation of
Consent Card are first being mailed to stockholders on or about December ,
1999.

If you have any questions about giving your revocation of consent or
require assistance, please call:

[Georgeson Shareholder Logo]

17 State Street
10th Floor
New York, New York 10004
Banks and Brokers Call Collect: 212-440-9800
All Others Call Toll Free: 1-800-223-2064

PREC14A 4th Page of 43 TOC 1st Previous Next ↓Bottom Just 4th
REASONS YOUR WARNER-LAMBERT BOARD
OPPOSES THE PFIZER CONSENT SOLICITATION

Pfizer is soliciting consents in favor of five separate proposals described
under 'Pfizer's Proposals' on page 10, each designed to enable Pfizer to take
control of your Warner-Lambert board. WE BELIEVE THAT PFIZER'S PROPOSALS WILL
SERIOUSLY DISADVANTAGE WARNER-LAMBERT STOCKHOLDERS AND URGE YOU NOT TO SIGN AND
TO DISCARD ANY WHITE CONSENT CARD SENT TO YOU BY PFIZER.

PFIZER'S HAND-PICKED NOMINEES HAVE A SUBSTANTIAL CONFLICT OF INTEREST AND
LACK EXPERIENCE IN RUNNING A PHARMACEUTICAL AND HEALTH CARE COMPANY. Pfizer's
acknowledged purpose in pursuing its consent solicitation is to replace your
company's duly elected board of directors with its own hand-picked nominees in
order to facilitate the consummation of a merger between Pfizer and
Warner-Lambert. While your board recognizes that the Pfizer nominees, if
elected, would have certain state law fiduciary obligations to Warner-Lambert
and its stockholders, your board firmly believes that the Pfizer
nominees -- notwithstanding Pfizer's assertion of their 'independence' -- cannot
be expected to ignore the best interests of Pfizer and its
stockholders -- interests which are not necessarily in harmony with your
interests as a Warner-Lambert stockholder. In particular, if Pfizer's nominees
are elected as your directors, conflicts of interests are inevitable, since IT
IS IN PFIZER'S INTEREST TO TRY TO ACQUIRE WARNER-LAMBERT ON TERMS MOST FAVORABLE
TO PFIZER.

Moreover, Warner-Lambert has recently brought legal action against Pfizer
seeking a declaratory judgment that Warner-Lambert may terminate Pfizer's rights
to a portion of the revenues derived from the sale of our drug Lipitor'r' and to
reacquire such rights for Warner-Lambert and its stockholders. If we are
successful, Pfizer would lose and Warner-Lambert would gain billions of dollars
of revenue each year. TO ALLOW PFIZER'S NOMINEES TO TAKE CONTROL OF YOUR BOARD
AND MAKE DECISIONS ON YOUR BEHALF IN THIS IMPORTANT ACTION AGAINST PFIZER CANNOT
POSSIBLY BE IN YOUR BEST INTERESTS -- ESPECIALLY WHEN PFIZER'S INTERESTS ARE
DIRECTLY CONTRARY TO YOUR INTERESTS AS A WARNER-LAMBERT STOCKHOLDER.

Additionally, because Pfizer competes directly with Warner-Lambert in the
pharmaceutical business, the Pfizer nominees would be subject to potential
conflicts of interest in serving as directors of Warner-Lambert.

We believe that your Warner-Lambert board, not Pfizer's proposed slate of
hand-picked nominees, is in the best position to evaluate Warner-Lambert's
strategic alternatives, decide on the action that is in the best interests of
Warner-Lambert's stockholders and implement that decision. Your board consists
of ten directors -- nine of whom are independent -- who have substantial
experience in running a large pharmaceutical and consumer health care company.
It cannot possibly be in your best interests to turn control of your company
over to directors picked by Pfizer when Pfizer has made a proposal that on its
face cannot be consummated or when your company has such a major claim that has
the potential to dramatically increase the value of Warner-Lambert and decrease
the value of Pfizer.

PFIZER'S ACQUISITION PROPOSAL IS ON ITS FACE ILLUSORY. Pfizer's merger
proposal is conditioned on the elimination of certain provisions of our merger
agreement with American Home Products, including provisions providing for
termination fees payable by Warner-Lambert if the agreement is terminated under
certain circumstances -- including circumstances under which the board of
directors of Warner-Lambert determines to recommend a competing proposal.
Pfizer's proposal is also conditioned on the elimination of the stock option
agreement between Warner-Lambert and American Home Products. Because the merger
agreement and the stock option agreement are enforceable contracts whose
provisions cannot be unilaterally waived by Warner-Lambert -- and because
American Home Products has indicated that it will not waive the provisions of
the agreements in question -- Pfizer's proposal is on its face illusory. Even if
Pfizer's nominees are elected to the board of Warner-Lambert, only in the event
that the Delaware courts invalidate the provisions in our agreements with
American Home Products -- provisions which your board believes to be valid and
enforceable -- or unless Pfizer eliminates the conditions to its acquisition
proposal, there is, in effect, no acquisition proposal from

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Pfizer to accept. Substituting Pfizer's hand-picked nominees for your
duly-elected board, without any acceptable proposal to consider, cannot possibly
serve your interests as a Warner-Lambert stockholder.

PFIZER COULD CHOOSE TO MAKE A REAL BID -- AND UNDER OUR MERGER AGREEMENT
WITH AMERICAN HOME PRODUCTS WE COULD CONSIDER IT, AND ARE COMMITTED TO ACTING
APPROPRIATELY. Your board is committed to the creation of shareholder value.
Under our merger agreement with American Home Products, Warner-Lambert retained
the right to deal with acquisition proposals made to it by third parties
(including Pfizer). Specifically, if a proposal were made to Warner-Lambert
which its board, in good faith, believes is, or is reasonably likely to result
in, a 'superior proposal' -- that is, a proposal that (1) is better for its
stockholders from a financial point of view than the Warner-Lambert/American
Home Products combination and (2) is reasonably capable of being
completed -- then Warner-Lambert may enter into discussions and negotiations
with respect to such proposal. Your current Warner-Lambert board will respond
appropriately to any Pfizer proposal which meets this standard.

PFIZER'S ACQUISITION PROPOSAL, EVEN IF AMENDED TO BECOME UNCONDITIONAL,
CANNOT RESULT IN AN AGREEMENT WITH PFIZER, PROBABLY UNTIL AT LEAST MAY 15, 2000.
Further, even if Pfizer's nominees are elected and Pfizer makes its proposal
unconditional, Pfizer would not be able to acquire Warner-Lambert, and you would
not be able to receive shares of Pfizer stock in a merger, probably until at
least May 15, 2000 -- and possibly later due to state law and other regulatory
approvals that would be required before such merger could take place. Under the
terms of the existing American Home Products merger agreement, the American Home
Products merger is required to be submitted to you for your approval, and we
cannot terminate the American Home Products merger agreement prior to that
stockholder vote in order to accept a competing proposal. We have further agreed
with American Home Products that, unless all other conditions to the American
Home Products merger have been satisfied, the stockholder meeting to consider
the merger of equals with American Home Products will not be held prior to
May 15, 2000. Therefore, even if Pfizer's nominees were elected, those nominees
would be unable unilaterally to terminate the American Home Products merger
agreement and agree to a merger with Pfizer before May 15, 2000.

NOW IS NOT THE TIME TO MAKE A DECISION ON THE AMERICAN HOME PRODUCTS
MERGER. You are not being asked to vote on our proposed merger of equals with
American Home Products now. You will be receiving a detailed joint proxy
statement/prospectus which will fully describe the proposed merger and the terms
of our merger agreement with American Home Products. You will have the
opportunity to vote on that merger of equals at a duly held meeting of
stockholders. We believe that it would be a mistake -- and detrimental to your
interests as stockholders of Warner-Lambert -- to deliver control of your
company to Pfizer at this critical time for Warner-Lambert. We believe it is
vital to continue to have directors in place who know Warner-Lambert, who have
run it so successfully over the years and who are committed to continuing to act
in the best interests of Warner-Lambert and its stockholders in this rapidly
evolving situation.

For the foregoing reasons, your Warner-Lambert board believes that the
interests of Warner-Lambert stockholders are best served if Warner-Lambert's
current directors, acting independently of Pfizer, continue to manage
Warner-Lambert. You are entitled to have a board that is fully committed to
acting in your best interests, as your current board has demonstrated it has
done time and time again.

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EVEN IF YOU HAVE NOT PREVIOUSLY SIGNED AND RETURNED ANY WHITE CONSENT CARD
TO PFIZER, YOU MAY STILL SEND A BLUE REVOCATION OF CONSENT CARD TO
WARNER-LAMBERT, WHICH WILL HAVE NO LEGAL EFFECT BUT WOULD ASSIST US IN
MONITORING THE PROGRESS OF THE CONSENT SOLICITATION.

If you have any questions, please call Georgeson Shareholder Communications
Inc. toll-free at 1-800-223-2064.

PREC14A 7th Page of 43 TOC 1st Previous Next ↓Bottom Just 7th
THE CONSENT PROCEDURE

Article III, Section 11 of Warner-Lambert's by-laws establishes orderly
procedures for the setting of a record date for consent solicitations. This
section of the by-laws provides that any stockholder of Warner-Lambert seeking
to have Warner-Lambert's stockholders authorize or take corporate action by
written consent shall, by written notice to Warner-Lambert's Secretary, request
Warner-Lambert's board of directors to fix a record date. The Warner-Lambert
board shall, within ten days of receipt of such notice, adopt a resolution
fixing the record date; the record date selected shall not precede the date of
the resolution and shall not be more than 10 days after the date upon which the
resolution was adopted. If the Warner-Lambert board fails to fix a record date,
then the record date shall be the day on which the first written consent is duly
delivered to Warner-Lambert pursuant to Section 213(b) of the General
Corporation Law of the State of Delaware.

On , Pfizer requested that Warner-Lambert's board
of directors fix a record date for the Pfizer consent solicitation. On
, the Warner-Lambert board fixed a record date of
(the 'Record Date') for determining stockholders
entitled to grant or revoke their written consents with respect to the Pfizer
proposals discussed above. You are entitled to grant or revoke consents for all
shares of Warner-Lambert common stock that you owned on the Record Date (even if
you subsequently sold or transferred any of those shares). As of the Record
Date, there were shares of Warner-Lambert common stock issued and
outstanding.

Under the Delaware General Corporation Law, unless otherwise provided in a
corporation's certificate of incorporation, stockholders may act without a
meeting, without prior notice and without a vote, if consents in writing setting
forth the action to be taken are signed by holders of outstanding shares having
not less than the minimum number of votes that would be necessary to authorize
or take the action at a meeting at which all shares entitled to vote thereon
were present and voted.

Warner-Lambert's certificate of incorporation does not prohibit stockholder
action by written consent. The unrevoked consent of the holders of not less than
a majority of the outstanding shares entitled to vote on the Record Date must be
obtained within the time limits specified herein to adopt the Pfizer proposals.
Each of Pfizer's proposals is conditioned upon the adoption of each of the other
Pfizer proposals.

Warner-Lambert's by-laws provide that each stockholder shall be entitled to
vote each share of stock which has voting rights on the matter in question.
Under Delaware law, no written consent is effective to take the action referred
to therein unless, within 60 days of the date of earliest dated consent
delivered, written consents signed by a sufficient number of stockholders
required to take such action are properly delivered to the corporation. Failure
to consent to any of the Pfizer proposals will have the effect of a vote against
those proposals.

A stockholder may revoke any previously signed consent by signing, dating
and returning a BLUE Revocation of Consent Card included with this Revocation of
Consent Statement. If no direction is made on the Revocation of Consent Card
with respect to one or more of the Pfizer proposals, or if a stockholder marks
either the 'revoke consent' box or the 'abstain' box on the Revocation of
Consent Card with respect to one or more of those proposals, all previously
executed consents with respect to such proposals will be revoked. Stockholders
are urged, however, to deliver all Revocation of Consent Cards to Georgeson
Shareholder Communications Inc., the firm assisting Warner-Lambert in this
solicitation, at 17 State Street, 10th Floor, New York, New York 10004. A
consent may also be revoked by delivery of a written revocation of consent to
Warner-Lambert or Pfizer. Warner-Lambert requests that if a revocation of
consent is delivered to Pfizer, a copy of the revocation also be delivered to
Warner-Lambert, c/o Georgeson Shareholder Communications Inc. at the address set
forth above, so that Warner-Lambert will be aware of all revocations. Any
Revocation of Consent may itself be revoked at any time by signing, dating and
returning a later-dated consent card to Pfizer.

If your shares are registered in your own name(s), please sign, date and
promptly mail the enclosed BLUE Revocation of Consent Card, using the
postage-paid envelope provided.

If you have previously signed and returned a white consent card to Pfizer,
you have every right to change your mind. Only your latest dated card will
count. You may revoke any earlier dated

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consent returned to Pfizer by signing, dating and mailing the enclosed BLUE
Revocation of Consent Card using the postage-paid envelope provided.

If your shares are held in the name of a brokerage firm, bank nominee or
other institution, only it can execute a BLUE Revocation of Consent Card with
respect to your shares, and can only do so after receiving your specific
instructions. Accordingly, please sign, date and mail the enclosed BLUE
Revocation of Consent Card in the postage-paid envelope provided. You should
also contact the person responsible for your account and give instructions for a
BLUE Revocation of Consent Card to be issued representing your shares.

After signing the enclosed BLUE Revocation of Consent Card, do not sign any
other cards. Do not even vote 'against' on Pfizer's white consent card; instead,
discard any white consent cards sent to you by Pfizer. Remember, your latest
dated card will revoke any previous consent or Revocation of Consent.

Warner-Lambert has retained Georgeson Shareholder Communications Inc. to
assist in communicating with stockholders in connection with the Pfizer consent
solicitation and to assist in our efforts to obtain revocations of consents. If
you have any questions about how to complete or submit your BLUE Revocation of
Consent Card or any other questions, Georgeson will be pleased to assist you.
You may call Georgeson toll-free at 1-800-223-2064.

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CERTAIN LITIGATION

Following the announcement of the proposed merger of equals with American
Home Products, on November 4, 1999, an action was filed by Pfizer in the
Delaware Court of Chancery in and for New Castle County against Warner-Lambert,
members of the Warner-Lambert board of directors and American Home Products. The
complaint was amended on November 15, 1999. The amended complaint, among other
things, alleges that the provisions of the merger agreement which provide for a
termination fee and the granting of the stock option to American Home Products
under the Warner-Lambert stock option agreement are invalid, and seeks relief to
enjoin the implementation of those provisions. The complaint further alleges
that the provisions of the merger agreement which purportedly restrict
Warner-Lambert's board of directors from amending its shareholder rights plan
and from terminating the merger agreement under certain circumstances are also
invalid, and seeks to enjoin those provisions as well. The complaint also
alleges that the members of Warner-Lambert's board of directors have breached
their fiduciary duties by entering into the merger agreement and, in particular,
the provisions referred to above, and that American Home Products has aided and
abetted such breaches. Moreover, the complaint asserts that Warner-Lambert and
its directors breached their fiduciary duties to Warner-Lambert stockholders by
allegedly failing to waive the terms of a standstill agreement between
Warner-Lambert and Pfizer. The complaint claims that the members of
Warner-Lambert's board of directors were motivated in these alleged breaches by
a desire to retain their positions. The complaint alleges that entering into the
merger agreement constituted a breach of fiduciary duty by Warner-Lambert's
directors in that it purportedly 'chills' Pfizer's consent solicitation and
seeks an injunction against any action to eliminate or hinder Pfizer's consent
solicitation. The complaint seeks declaratory relief and incidental damages. On
November 17, 1999, Pfizer moved to preliminarily enjoin the merger. The parties
agreed to an expedited discovery schedule and the hearing on the motion for the
preliminary injunction has been set for January 31, 2000. On December 3, 1999,
Warner-Lambert and American Home Products each filed answers to the amended
complaint denying its substantive allegations. Warner-Lambert, its board of
directors and American Home Products believe that the action is without merit
and intend to defend vigorously against it.

On November 23, 1999, Pfizer filed an additional complaint against
Warner-Lambert and American Home Products alleging that Warner-Lambert breached
the standstill agreement between Pfizer and Warner-Lambert. The complaint also
alleges that American Home Products wrongfully interfered with Pfizer's
contractual relationship with Warner-Lambert by inducing Warner-Lambert's
alleged breach. The complaint seeks to enjoin the proposed merger of equals
between Warner-Lambert and American Home Products and to prevent American Home
Products from receiving any benefits from its actions. The complaint also seeks
a declaratory judgment that Pfizer has not breached the terms of the standstill
agreement or any of the agreements between Warner-Lambert and Pfizer governing
the co-promotion and marketing of Warner-Lambert's drug Lipitor'r'.
Warner-Lambert and American Home Products believe that the action is without
merit and intend to defend vigorously against it.

On November 29, 1999, Warner-Lambert filed counterclaims against Pfizer,
asserting that Pfizer has itself breached the Lipitor'r' agreements.
Warner-Lambert is seeking a declaratory judgment from the court that
Warner-Lambert is entitled to terminate the Lipitor'r' agreements. Upon motion
by Warner-Lambert, the court has scheduled a trial on the allegations of the
complaint and counterclaims for April 10, 2000. On December 8, 1999, American
Home Products filed an answer to Pfizer's complaint denying the substantive
allegations made against it. On December 17, 1999, Warner-Lambert filed a motion
for a preliminary injunction seeking to enjoin Pfizer from proceeding with its
consent solicitation pending a decision on Warner-Lambert's counterclaims
against Pfizer concerning Lipitor'r'.

In addition, approximately thirty-six lawsuits purporting to be class or
derivative actions have been filed in the Court of Chancery of the State of
Delaware. The Delaware class actions have been consolidated by order of the
Chancery Court. One lawsuit purporting to be a class action has been filed in
the Superior Court of New Jersey, Morris County. Two lawsuits, one purporting to
be a class action and the other a derivative action, have been filed in the
United States District Court for the District of New Jersey. The consolidated
Delaware actions and the New Jersey actions name as defendants Warner-Lambert
and certain of its officers and directors. These actions assert claims for
breach of fiduciary duty based on allegations substantially identical to those
in the lawsuit filed by Pfizer. These

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actions also assert claims against American Home Products for aiding and
abetting the purported breaches of fiduciary duty by Warner Lambert and its
officers and directors. The actions seek an injunction of Warner-Lambert's
merger with American Home Products, an injunction of the termination fee and the
option granted to American Home Products and rescission or rescissory damages.
On December 9, 1999, Warner-Lambert and American Home Products filed a motion to
dismiss or stay the New Jersey state court action. Warner-Lambert, its officers
and board of directors and American Home Products believe that these actions are
without merit and intend to defend vigorously against them.

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PFIZER'S PROPOSALS

Pfizer is soliciting consents in favor of five separate proposals, each
designed to enable Pfizer to take control of your Warner-Lambert board. Each of
the Pfizer proposals is set forth below. WE BELIEVE THAT PFIZER'S PROPOSALS WILL
SERIOUSLY DISADVANTAGE WARNER-LAMBERT STOCKHOLDERS AND URGE YOU NOT TO SIGN AND
TO DISCARD ANY WHITE CONSENT CARD SENT TO YOU BY PFIZER.

Pfizer PROPOSAL 1:

Remove each of Robert N. Burt, Donald C. Clark, Lodewijk J.R. de Vink, John
A. Georges, William H. Gray III, William R. Howell, LaSalle D. Leffall, Jr.,
George A. Lorch, Alex J. Mandl and Michael I. Sovern, and any other person
(other than those elected pursuant to Pfizer's consent solicitation) elected or
appointed to the Warner-Lambert board of directors prior to the effective date
of Pfizer's proposals.

Pfizer PROPOSAL 2:

Amend Section 1 of Article IV of the Warner-Lambert by-laws to set the
number of directors of Warner-Lambert at seven.

Pfizer PROPOSAL 3:

Amend Section 2 of Article IV of the Warner-Lambert by-laws to provide that
vacancies on the Warner-Lambert board created as a result of the removal of
directors by Warner-Lambert stockholders may be filled only by a majority vote
of shares of Warner-Lambert common stock.

Pfizer PROPOSAL 4:

Elect James G. Brocksmith Jr., Wendell F. Bueche, Robert M. Lichten, Paul
M. Meister, Martin D. Payson, Thomas G. Plaskett and Sir Barrie Stephens, the
Pfizer nominees, to serve as directors of Warner-Lambert (or, if any such
nominee is unable to serve as a director of Warner-Lambert due to death,
disability or otherwise, any other person designated as a nominee by the
remaining Pfizer nominee or nominees).

Pfizer PROPOSAL 5:

Repeal each provision of Warner-Lambert's by-laws adopted after April 1,
1999 and before the effectiveness of the Pfizer proposals and the seating of the
Pfizer nominees.

Each of Pfizer's proposals is conditioned upon the adoption of each of the
other Pfizer proposals.

Pfizer's proposals 1, 2, 3, and 4, taken together, are designed to enable
Pfizer to take control of your company's board. Pfizer proposal 5 is designed to
nullify unspecified by-laws which may be adopted by your board in its efforts to
act in, and protect the interests of, Warner-Lambert's stockholders and to
retain for Pfizer's nominees the ability to make unspecified by-laws thereafter.
As of the date of this Revocation of Consent Statement, Warner-Lambert has not
adopted or amended any by-laws subsequent to April 1, 1999.

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INFORMATION ABOUT THE BOARD OF DIRECTORS OF WARNER-LAMBERT

MEMBERS OF THE BOARD OF DIRECTORS

The names of the current members of the board of directors of
Warner-Lambert, their ages and certain biographical information about each of
them are set forth below.

[Download Table]

NAME AGE DIRECTOR SINCE
---- --- --------------

Lodewijk J.R. de Vink..................................... 54 1991
Robert N. Burt............................................ 62 1995
Donald C. Clark........................................... 68 1984
John A. Georges........................................... 68 1983
William H. Gray III....................................... 58 1991
William R. Howell......................................... 63 1983
LaSalle D. Leffall, Jr., M.D.............................. 69 1988
George A. Lorch........................................... 58 1997
Alex J. Mandl............................................. 56 1995
Michael I. Sovern......................................... 68 1993

Lodewijk J.R. de Vink

Chairman of the Board, President and Chief Executive Officer of
Warner-Lambert. Mr. de Vink joined Warner-Lambert in 1988 as Vice President and
President, International Operations. In 1990, he was appointed Executive Vice
President and President, U.S. Operations, and in 1991, he was elected President
and Chief Operating Officer. Mr. de Vink became the Chairman of the Board and
Chief Executive Officer on May 1, 1999. Mr. de Vink graduated from Nijenrode,
The Netherlands School of Business. He holds a B.B.A. from Washburn University
and an M.B.A. from American University. Mr. de Vink is a director of Bell
Atlantic Corporation, Pharmaceutical Research and Manufacturers of America and
the United Negro College Fund and a member of the Supervisory Board of Royal
Ahold N.V. He is also President of the International Federation of the
Pharmaceutical Manufacturers Association. Mr. de Vink is also a director of the
National Actors' Theater, a Trustee of the National Foundation for Infectious
Diseases and a member of the International Advisory Board of Nijenrode
University.

Robert N. Burt

Chairman of the Board and Chief Executive Officer of FMC Corporation
(chemical and machinery manufacturing). Mr. Burt joined FMC Corporation in 1973
as Director of Corporate Planning. He took over FMC's agricultural products in
1976 and was elected Vice President in 1978. He served as General Manager of
FMC's Defense Systems Group from 1983 to 1988 when he was named Executive Vice
President. He served as President of FMC from 1990 to 1993 and was appointed
Chairman of the Board and Chief Executive Officer in 1991. Mr. Burt has served
on FMC's Board of Directors since 1989. Mr. Burt received a B.S. degree in
chemical engineering from Princeton University and an M.B.A. from Harvard
Business School. He is a director of Phelps Dodge Corporation, the
Rehabilitation Institute of Chicago and Evanston Hospital Corp. Mr. Burt also
serves as a director and member of the Executive Committee of Chemical
Manufacturers Association. Mr. Burt is currently Chairman of the Business
Roundtable and Vice Chairman of the Illinois Business Roundtable. He is also a
Trustee and a member of the Executive Committee of the Chicago Symphony
Orchestra.

Donald C. Clark

Retired Chairman of the Board and Chief Executive Officer of Household
International, Inc. (financial services). Mr. Clark joined Household
International, Inc. in 1955 and held various executive positions before serving
as President from 1977 to 1988, Chief Executive Officer from 1982 to 1994 and
Chairman of the Board from 1984 to 1996, when he retired. Mr. Clark received a
degree in business administration from Clarkson University and an M.B.A. from
Northwestern University. He is a director

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of Armstrong World Industries, Inc. and PMI Group, Inc. He also serves as Life
Trustee of Northwestern University and as Chairman of the Board of Trustees of
Clarkson University.

John A. Georges

Retired Chairman of the Board and Chief Executive Officer of International
Paper Company (packaging, paper and forest products). Mr. Georges joined
International Paper in 1979 as Executive Vice President. He was named Vice
Chairman in 1980, President and Chief Operating Officer in 1981, President and
Chief Executive Officer in 1984, and Chairman of the Board and Chief Executive
Officer in 1985, which position he held until his retirement in 1996. Mr.
Georges received a B.S. in chemical engineering from the University of Illinois
and an M.S. in business administration from Drexel University. Mr. Georges is a
director of AK Steel Corporation and Ryder System, Inc. He is a Trustee of the
Public Policy Institute of The Business Council of New York State, a graduate
member of The Business Council and a member of the Trilateral Commission and the
Board of the University of Illinois Foundation.

William H. Gray III

President and Chief Executive Officer of the United Negro College Fund. Mr.
Gray was appointed President and Chief Executive Officer of the United Negro
College Fund in 1991. He has also served as the Senior Minister of the Bright
Hope Baptist Church since 1963. From 1968 through 1972, Mr. Gray was a lecturer
at Jersey City State College, Rutgers University and Montclair State College. He
was an Assistant Professor and a director of St. Peter's College from 1970 to
1974. Mr. Gray served as a Congressman from the Second District of Pennsylvania
from 1979 to 1991. During his tenure, he was Chairman of the House Budget
Committee, a member of the Appropriations Committee, Chairman of the House
Democratic Caucus and Majority Whip. Mr. Gray received a B.A. from Franklin and
Marshall College, a Master of Theology from Drew Theological Seminary and a
Master of Theology from Princeton Theological Seminary. He is a director of CBS
Corporation (formerly Westinghouse Electric Corporation), The Chase Manhattan
Corporation, Electronic Data Systems Corporation, ezgov.com, Municipal Bond
Investors Assurance Corporation, The Prudential Insurance Company of America,
Rockwell International Corp. and Union Pacific Corporation.

William R. Howell

Chairman Emeritus of J.C. Penney Company, Inc. (retailing). Mr. Howell
joined J.C. Penney Company, Inc. in 1958. After holding various management
positions, he became Western Regional Vice President in 1976 and a Senior Vice
President and Director of Merchandising and Marketing in 1979. Mr. Howell served
as Executive Vice President from 1981 to 1983 and Chairman of the Board and
Chief Executive Officer from 1983 until 1997, when he retired. In January, 1997,
Mr. Howell was elected Chairman Emeritus. Mr. Howell holds a degree in business
management from the University of Oklahoma. Mr. Howell is a director of Bankers
Trust New York Corporation and Bankers Trust Company, Exxon Mobil Corporation,
Halliburton Company and The Williams Companies, Inc. and Central & South West
Corporation. He is currently Chairman of the Southern Methodist University's
Board of Trustees and a member of The Business Council.

LaSalle D. Leffall, Jr., M.D.

Charles R. Drew Professor of Surgery, Howard University College of
Medicine; Professorial Lecturer in Surgery, Georgetown University. Dr. Leffall
has served as Professor of Surgery at Howard University College of Medicine
since 1970. In 1992, he was named the Charles R. Drew Professor of Surgery. Dr.
Leffall also served as Chairman of the Department of Surgery from 1970 to 1995.
He is also a Professorial Lecturer in Surgery at Georgetown University. He
received a B.S. from Florida A&M and an M.D. from Howard University. Dr. Leffall
is a director of Celsion Corporation, Mutual of America, Chevy Chase Bank and
the Charles A. Dana Foundation. He is Past-President of the American College of
Surgeons and the American Cancer Society. Dr. Leffall is also a member of the
National Urban League, the National Association for Advancement of Colored
People, The Young

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Men's Christian Association, National Center on Addiction and Substance Abuse at
Columbia University, the Trustees Council of the National Gallery of Art and the
Cosmos Club. He is also a consultant for the National Cancer Institute, a
diplomate of the American Board of Surgery and a fellow of the American College
of Surgeons.

George A. Lorch

Chairman of the Board and Chief Executive Officer of Armstrong World
Industries, Inc. (flooring, building and other specialty products). Mr. Lorch
joined Armstrong World Industries Inc. in 1963. He has served as Armstrong's
Chairman of the Board since 1994 and President and Chief Executive Officer since
1993. Prior to 1993, Mr. Lorch held various marketing positions from 1963 to
1983, served as Group Vice President for Carpet Operations from 1983 to 1988 and
served as Executive Vice President from 1988 to 1993. Mr. Lorch has a bachelor's
degree from Virginia Polytechnic Institute and State University. Mr. Lorch is
also a director of Household International, Inc. and RR Donnelley & Sons
Company. He is a member of the Pennsylvania Business Roundtable and the Policy
Committee of The Business Roundtable.

Alex J. Mandl

Chairman of the Board and Chief Executive Officer of Teligent, Inc.
(telecommunications). Mr. Mandl started Teligent, Inc. in 1996 as Chairman and
Chief Executive Officer. Prior to starting Teligent, he held several executive
positions at AT&T Corp., including President and Chief Operating Officer from
1993 to 1996; Executive Vice President and Chief Executive Officer of its
Communications Services Group; and Chief Financial Officer. Previously, Mr.
Mandl was Chairman of the Board and Chief Executive Officer of Sea-Land Service,
Inc., which position he held from 1988 to 1991. From 1980 to 1988, Mr. Mandl
held various executive positions with Seaboard Coast Line Industries. He is a
director of Forstmann Little & Co., Dell Computer Corporation and General
Instrument Corp. He is also a director of the Walter A. Haas School of Business
at the University of California at Berkeley, Willamette University, Carnegie
Hall, the Museum of Television and Radio and WETA Public Television and Radio.
Mr. Mandl received a B.A. in economics from Willamette University and an M.B.A.
from the University of California at Berkeley.

Michael I. Sovern

President Emeritus and Chancellor Kent Professor of Law, Columbia
University; President of the Shubert Foundation. Mr. Sovern became President of
the Shubert Foundation in 1996. Mr. Sovern joined the faculty of Columbia
University in 1957, became a full professor in 1960 and Chancellor Kent
Professor of Law in 1977. He served as Columbia Law School's seventh Dean from
1970 to 1979 and as Executive Vice President and Provost of the University from
1979 to 1980. Mr. Sovern served as President of Columbia University from 1980 to
1993. He received his A.B. degree from Columbia College and LL.B. from Columbia
University Law School. Mr. Sovern is a director of AT&T Corp. and Sequa
Corporation. He is also Chairman of the Japan Society and the American Academy
in Rome and serves on the boards of the Shubert Foundation and Organization, the
Asian Cultural Council, Channel Thirteen and the Henry J. Kaiser Family
Foundation. Mr. Sovern is Trustee of Freedom Forum Newseum, Inc. and Chairman of
the Advisory Committee of Freedom Forum Media Studies Center.

BOARD MEETINGS AND COMMITTEES

The board of directors met six times during 1998. Through November 15,
1999, the board of directors of Warner-Lambert has held 15 meetings in 1999,
inclusive of telephonic meetings. Each director has attended at least 75% of the
total meetings of the Warner-Lambert board and the committees of the
Warner-Lambert board on which he served.

The Warner-Lambert board has the following standing committees: an Audit
Committee, a Compensation Committee, a Nominating and Governance Committee, a
Retirement and Savings Plan Committee (U.S.) and a Corporate Public Policy
Committee. The Executive Committee of the Board of Directors was dissolved in
1999.

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The members of the Audit Committee are Mr. William R. Howell (Chairman),
Mr. Robert N. Burt, Mr. John A. Georges, Mr. William H. Gray III and Mr. Alex J.
Mandl. The Audit Committee, which met three times in 1998 and, as of November
15, 1999, has met three times during 1999, recommends to the board of directors
the independent accountants to be nominated to audit Warner-Lambert's financial
statements; approves the discharge and compensation of the independent
accountants; meets with Warner-Lambert's independent accountants to review the
proposed scope of the annual audit of Warner-Lambert's financial statements;
reviews the findings of the independent accountants with respect to the annual
audit; and supervises the implementation of Warner-Lambert's management
integrity and compliance policies and reports annually to the board of directors
on such policies.

The members of the Compensation Committee are Mr. Alex J. Mandl (Chairman),
Mr. Donald C. Clark, Mr. John A. Georges, Mr. William R. Howell, and Mr. George
A. Lorch. The Compensation Committee, which met two times during 1998 and, as of
November 15, 1999, has met four times during 1999, is responsible for the total
compensation (annual cash compensation and long-term incentives) of the
Chairman, the President and certain other officers of Warner-Lambert. The
Compensation Committee also administers the Warner-Lambert Incentive
Compensation Plan, the Warner-Lambert Supplemental Pension Income Plan and
Warner-Lambert's stock plans, and has limited authority to adopt amendments to
such plans.

The members of the Nominating and Governance Committee are Mr. Michael I.
Sovern (Chairman), Mr. Donald C. Clark, Mr. John A. Georges, Mr. William H. Gray
III and Dr. LaSalle D. Leffall, Jr. This committee, which met two times in 1998
and, as of November 15, 1999, has met one time during 1999, recommends to the
board of directors the names of qualified persons to be nominated for election
or re-election as directors of Warner-Lambert, the membership and Chairman of
each board committee and the persons to be elected or re-elected Chairman of the
Board, Chief Executive Officer, President and Chief Operating Officer of
Warner-Lambert. The Nominating and Governance Committee will consider
suggestions for board membership submitted by stockholders in accordance with
the notice provisions and procedures set forth in Warner-Lambert's by-laws,
together with the written consent of the proposed nominee to so serve, if
elected. This committee also administers the Restricted Stock Plan for Directors
of Warner-Lambert Company.

The members of the Retirement and Savings Plan Committee (U.S.) are Mr.
Donald C. Clark (Chairman), Mr. Robert N. Burt, Mr. John A. Georges, Mr. William
R. Howell and Mr. Michael I. Sovern. This committee, which met two times in 1998
and, as of November 15, 1999, has met two times during 1999, has limited
authority to adopt amendments to Warner-Lambert's domestic retirement and
savings plans, including the Warner-Lambert Retirement Plan, the Warner-Lambert
Savings and Stock Plan, the Warner-Lambert Excess Savings Plan and the
Warner-Lambert Long Term Disability Benefits Plan. The Retirement and Savings
Plan Committee (U.S.) also has responsibility to monitor and report on the
selection and termination of the Plans' trustees and investment managers and on
their individual investment activity and performance, to review the reports of
the independent accountants with respect to the plans referred to above, to
approve pensions for individual employees which are separate from any benefit
plan and to implement the overall asset allocation guidelines, as established by
Warner-Lambert's board of directors.

The members of the Corporate Public Policy Committee are Dr. LaSalle D.
Leffall, Jr. (Chairman), Mr. Donald C. Clark, Mr. George A. Lorch and Mr.
Michael I. Sovern. This committee, which met two times during 1998 and, as of
November 15, 1999, has met two times during 1999, reviews periodic reports on
Warner-Lambert's contribution activities, equal employment opportunity and
related matters and public affairs programs and issues of social concern and
makes recommendations to the board of directors in such areas.

DIRECTOR COMPENSATION

All non-employee directors of Warner-Lambert receive an annual fee of
$40,000 and a fee of $1,000 for attendance at each meeting of the board of
directors or of a committee of the board of directors, as well as for attendance
at or participation in special meetings and other board-related activities. Non-
employee directors are also reimbursed for their expenses. In addition, each
director who chairs a committee receives an annual fee of $3,000. Directors may
elect to defer receipt of their fees.

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The provisions of the Warner-Lambert stock plans relating to deferred
compensation for directors permit non-employee directors to elect to defer their
annual director fees and meeting attendance fees, and such deferred amounts are
credited to an account which accrues interest annually or to a Warner-Lambert
common stock-equivalent account which is credited as of the day the deferred
fees would have been payable with stock credits equal to the number of shares of
Warner-Lambert common stock that could have been purchased with the amount of
such deferred fees. Directors may not make withdrawals from their deferred
accounts until they are no longer members of the board. The provisions relating
to directors' deferred compensation provide that all stock credits are converted
to the account which accrues interest annually and that all amounts which
participating directors had previously elected to defer are payable following a
change in control of Warner-Lambert (as defined in such plan) in accordance with
a distribution schedule the director elects.

In order to further align the interests of the directors with
Warner-Lambert's stockholders, an amount equal to one-half of the retainer in
effect on January 1 of each year, for a maximum period of ten years, is made
available to non-employee directors for crediting to their Warner-Lambert common
stock-equivalent accounts.

Pursuant to the Restricted Stock Plan for Directors of Warner-Lambert
Company, each non-employee director of Warner-Lambert receives a grant of 12,000
shares of Warner-Lambert common stock, subject to certain restrictions. The
director is not entitled to delivery of the share certificate, and the shares
are subject to transfer restrictions for a period from the date of grant until
the earliest to occur of certain specified events. If the director remains a
member of the board for the entire period during which the restrictions apply,
the restrictions will lapse with respect to one-tenth of the shares for each
full year of service as a director. In the event of a change in control of
Warner-Lambert, directors generally will receive the full value of the shares
previously granted by delivery of a cash payment. A change in control under the
Restricted Stock Plan for Directors is generally deemed to have occurred upon
the acquisition of the voting power of 20% or more of Warner-Lambert's
outstanding securities, consummation of a merger, consolidation, sale or
disposition of substantially all of Warner-Lambert's assets or a change in more
than half of Warner-Lambert's board of directors. If Pfizer is successful in its
solicitation of consents to remove the directors of Warner-Lambert or in its
efforts to acquire 20% or more of the outstanding shares of Warner-Lambert
common stock, a change of control for purposes of the plan will occur. See
'Termination and Change in Control Arrangements and Other Matters' in Annex A
of this document for additional information. Subject to the foregoing, the
director has the rights and privileges of a stockholder, including the right to
receive dividends and the right to vote the shares.

Non-employee directors are also eligible to participate in Warner-Lambert's
Group Life Insurance, Medical, Dental and Accidental Death and Dismemberment
Plans.

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EXECUTIVE OFFICERS OF WARNER-LAMBERT

The names of the executive officers who are not also directors of
Warner-Lambert, their ages and certain information about them are set forth
below:

[Enlarge/Download Table]

POSITIONS AND OFFICES WITH PRINCIPAL OCCUPATIONS AND
NAME AGE WARNER-LAMBERT EMPLOYMENT DURING PAST 5 YEARS
---- --- -------------- ------------------------------

Ernest J. Larini.......... 56 Chief Financial Officer and Executive Vice President
(since May 1999); Chief
Executive Vice President, Financial Officer (since
Administration November 1992); Vice
President (November
1992 - May 1999)
Anthony H. Wild, Ph.D..... 51 Executive Vice President and Executive Vice President
President, Pharmaceutical (since May 1999); President,
Sector Pharmaceutical Sector (since
May 1996); Vice President
(September 1995 - May 1999);
President, Parke - Davis,
North America (February
1995 - May 1996); President,
Schering - Plough - Japan,
Schering - Plough
Corporation (August
1989 - February 1995)
Raymond M. Fino........... 57 Senior Vice President, Human Senior Vice President, Human
Resources Resources (since May 1999);
Vice President (January
1985 - May 1999)
Philip M. Gross........... 58 Senior Vice President, Senior Vice President,
Strategic Management Processes Strategic Management Processes
(since May 1999); Vice
President, Strategic
Management Processes
(January 1994 - May 1999);
President, Novon Products
Group (January
1990 - January 1994)
Gregory L. Johnson........ 53 Senior Vice President and Senior Vice President and
General Counsel General Counsel (since May
1999); Vice President and
General Counsel (October
1983 - May 1999)
Richard W. Keelty......... 57 Senior Vice President, Public Senior Vice President, Public
Affairs Affairs (since May 1999);
Vice President, Public
Affairs, (December
1995 - May 1999); Vice
President, Public Relations
(November 1990 - November
1995)
J. Frank Lazo............. 52 Senior Vice President and Senior Vice President (since
President, Adams May 1999); Vice President
(April 1990 - May 1999);
President, Adams (since
December 1994); President,
Latin America, Asia,
Australia, Middle East,
Africa Group (January 1992 -
December 1994)

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[Enlarge/Download Table]

POSITIONS AND OFFICES WITH PRINCIPAL OCCUPATIONS AND
NAME AGE WARNER-LAMBERT EMPLOYMENT DURING PAST 5 YEARS
---- --- -------------- ------------------------------

S. Morgan Morton.......... 59 Senior Vice President and Senior Vice President (since
President, Consumer May 1999); Vice President
Healthcare Sector (January 1994 - May 1999);
President, Consumer
Healthcare Sector (since
August 1997); President
Warner - Lambert Consumer
Healthcare U.S.A. (June
1996 - July 1997);
President, Warner Wellcome
Consumer Healthcare U.S.A.
(December 1995 - June 1996);
President, Shaving Products
Group (September
1993 - December 1995)
Peter B. Corr, Ph.D....... 51 Vice President and President, Vice President (since April
Warner - Lambert/Parke - Davis 1999); President, Warner -
Research and Development Lambert/Parke - Davis
Research and Development
(since October 1998); Senior
Vice President, Discovery
Research, Monsanto Searle
(January 1996 - September
1998); Vice President,
Discovery Research,
Monsanto/Searle (January
1994 - December 1996)
John S. Craig............. 48 Vice President and President, Vice President (since January
Adams USA 1996); President, Adams USA
(since July 1995); President
and Chief Executive Officer
Lender's Bagel Bakery
division of Kraft Foods,
Inc. (September
1986 - February 1994)
Joseph E. Lynch........... 48 Vice President and Controller Vice President and Controller
(since June 1995);
Comptroller, American Home
Products Corporation (March
1995 - June 1995); Director,
Corporate Accounting and
Budgets, American Cyanamid
Company (April 1991 - March
1995)
Harold F. Oberkfell....... 53 Vice President, Knowledge Vice President (since January
Management 1992); Vice President,
Knowledge Management Officer
(since September 1998);
President, Latin
America/Asia Sector
(February 1995 - September
1998); President, Parke -
Davis, North America
(January 1992 - February
1995)

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[Enlarge/Download Table]

POSITIONS AND OFFICES WITH PRINCIPAL OCCUPATIONS AND
NAME AGE WARNER-LAMBERT EMPLOYMENT DURING PAST 5 YEARS
---- --- -------------- ------------------------------

Maurice A. Renshaw........ 52 Vice President and President, Vice President (since January
Parke - Davis USA 1997); President,
Parke - Davis USA (Since
April 1998); President,
Parke - Davis, U.S. and
Mexico (August 1996 - March
1998); President,
Warner - Lambert KK, Japan
(December 1989 - August
1996)
Barbara S. Thomas......... 50 Vice President and President, Vice President (since April
Consumer Healthcare USA 1998); President, Consumer
Healthcare USA (since
December 1997); President
and Chief Executive Officer,
Pillsbury Canada Ltd. (March
1995 - November 1997); Vice
President/General Manager,
Pizza/Snacks; Breakfast and
Dessert Mixes, Pillsbury
Canada Ltd. (October 1993 -
March 1995)
John F. Walsh............. 57 Vice President and President, Vice President (since May
Shaving Products Group 1999); Executive Vice
President (January
1991 - May 1999); President,
Shaving Products Group
(since August 1997);
President, Consumer
Healthcare Sector (December
1994 - July 1997);
President, Consumer Products
Sector (January 1992 -
December 1994)
Rae G. Paltiel............ 53 Secretary Secretary (since February
1986)

EXECUTIVE OFFICER COMPENSATION

Summary information with respect to the compensation of Warner-Lambert's
chief executive officer and certain other executive officers is set forth in
Annex A.

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SECURITY OWNERSHIP

SECURITY OWNERSHIP OF OFFICERS AND DIRECTORS

The following table sets forth information, as of October 31, 1999,
regarding beneficial ownership of Warner-Lambert common stock by each director,
each of the current executive officers named in the Summary Compensation Table
in Annex A and all directors and executive officers as a group:

[Enlarge/Download Table]

NUMBER OF COMMON SHARES
NAME AND SHARE EQUIVALENTS (1),(2)
---- -----------------------------

Robert N. Burt.............................................. 24,159
Donald C. Clark............................................. 134,212
Lodewijk J.R. de Vink....................................... 2,068,676(3)
John A. Georges............................................. 83,917
William H. Gray III......................................... 26,419
William R. Howell........................................... 22,958
Ernest J. Larini............................................ 868,138(3)
LaSalle D. Leffall, Jr...................................... 50,872
George A. Lorch............................................. 15,666
Alex J. Mandl............................................... 22,936
Michael I. Sovern........................................... 19,162
Anthony H. Wild............................................. 364,066(3)
All executive officers and directors as a group............. 9,809,681(3)

------------

(1) As of October 31, 1999, no individual named in the table above owned more
than 1%, and all executive officers and directors as a group owned in the
aggregate less than 1.5% of the outstanding shares of Warner-Lambert common
stock.

(2) Each of the above persons has (or will have upon the exercise of options
exercisable within sixty days) sole voting and investment power with respect
to all shares shown as beneficially owned by such person, except for an
aggregate of 108,000 shares granted to the non-employee directors named
above, pursuant to the Restricted Stock Plan for Directors of Warner-Lambert
Company. Each director has the power to direct the vote of such shares. The
shareholdings listed above also include shares of common stock equivalents
held pursuant to Warner-Lambert's deferred compensation arrangements for
non-employee directors, as follows: Mr. Burt 5,244, Mr. Clark 106,449, Mr.
Georges 55,197, Mr. Gray 14,243, Mr. Howell 9,758, Dr. Leffall 35,704, Mr.
Lorch 3,066, Mr. Mandl 10,936 and Mr. Sovern 7,162. The shareholdings listed
above also include shares of Warner-Lambert common stock and common stock
equivalents held pursuant to Warner-Lambert's benefit plans as follows: Mr.
de Vink 2,501, Mr. Larini 17,074 and Dr. Wild 174.

(3) Includes shares subject to options or rights granted pursuant to the
Warner-Lambert stock plans exercisable up to and including December 31,
1999, as follows: Mr. de Vink 2,066,175, Mr. Larini 845,548, Dr. Wild
354,598 and all executive officers and directors as a group 9,107,977.

Warner-Lambert believes that stock ownership by its executive officers is
important to promote an identification of the interests of management with
Warner-Lambert's stockholders. Accordingly, the Compensation Committee of the
board of directors has established stock ownership goals for key members of
management with the intent that each individual invest a certain dollar amount
in shares of Warner-Lambert common stock equal to a multiple ranging from six to
ten times the salary for such individual, depending on such individual's
position level. For purposes of this program, the amount of shares of
Warner-Lambert common stock held by the officer includes shares held directly
and indirectly, shares and share equivalents held under Warner-Lambert's benefit
plans, 50% of vested, unexercised stock options and 50% of restricted stock.

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SECURITY OWNERSHIP OF OTHER BENEFICIAL OWNERS OF WARNER-LAMBERT STOCK

The following table sets forth information with respect to the persons
known to Warner-Lambert to beneficially own more than 5% of Warner-Lambert's
common stock, as of December 31, 1998:

[Enlarge/Download Table]

NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENTAGE OF CLASS
---------------- -------------------- -------------------

FMR Corp. ...................................... 53,472,914(1) 6.509%
82 Devonshire Street
Boston, Massachusetts 02109

------------

(1) As reported on Schedule 13G filed with the Securities and Exchange
Commission, as of December 31, 1998, FMR beneficially owned and had sole
power to dispose of 53,472,914 shares. FMR's direct and indirect
subsidiaries reported holding the following shares in Warner Lambert
Company: Fidelity Management & Research Company was the beneficial owner of
48,710,370 shares, Fidelity Management Trust Company was the beneficial
owner of 3,874,002 shares and Fidelity International LTD was the beneficial
owner of 888,542 shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires
Warner-Lambert's directors, officers and beneficial owners of more than 10% of
the outstanding shares of Warner-Lambert common stock to file with the SEC
initial reports of ownership and reports of changes in ownership of the shares
and other equity securities of Warner-Lambert. Based solely on its review of the
copies of such reports received by it, or written representations from reporting
persons, Warner-Lambert believes that during the fiscal year ended December 31,
1998, its officers, directors and 10% holders complied with all Section 16(a)
filing requirements.

SOLICITATION OF REVOCATIONS OF CONSENT

Revocations of consent may be solicited by mail, telephone, facsimile
transmission or other electronic media and in person. Solicitation of
revocations of consent may be made by directors, officers and regular employees
of Warner-Lambert for which they will receive no additional compensation.

In addition, Warner-Lambert has retained Georgeson Shareholder
Communications Inc. to assist in the solicitation of the revocations of consent,
for which Georgeson will receive a fee of $750,000 plus reasonable out-of-pocket
expenses. Warner-Lambert has also agreed to indemnify Georgeson for certain
liabilities in connection with this solicitation. Approximately 150 persons will
be employed by Georgeson to solicit stockholders.

Banks, brokers, custodians, nominees and fiduciaries will be requested to
forward solicitation material to beneficial owners of shares of Warner-Lambert
common stock. Warner-Lambert will reimburse banks, brokers, custodians, nominees
and fiduciaries for their reasonable expenses for sending solicitation material
to the beneficial owners.

The entire cost of soliciting the revocations of consent -- including,
without limitation, costs, if any, relating to advertising, printing, fees of
attorneys, financial advisors, proxy solicitors, accountants, public relations,
transportation, litigation and related expenses and filing fees -- will be borne
by Warner-Lambert. Warner-Lambert estimates that total expenditures relating to
the Warner-Lambert board of directors' solicitation of the revocations of
consent will be approximately $ . Such costs do not include the amount
normally expended for a solicitation for an uncontested election of directors or
costs represented by salaries and wages of regular employees and officers.
Approximately $ has been expended by Warner-Lambert to date.

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ABSENCE OF APPRAISAL RIGHTS

Under Delaware law, the stockholders of Warner-Lambert are not entitled to
appraisal rights in connection with the Pfizer proposals.

PARTICIPANTS IN THE SOLICITATION

Under applicable regulations of the SEC, each member of the Warner-Lambert
board of directors, certain executive officers and other employees of
Warner-Lambert and certain other persons may be deemed to be a 'participant,' as
defined in Schedule 14A promulgated under the Securities Exchange Act of 1934,
as amended, in Warner-Lambert's solicitation of revocations of consent. The
principal occupations and business addresses of each participant are set forth
on Annex B. Information about the present ownership of Warner-Lambert's
securities by directors and certain executive officers of Warner-Lambert is
provided in this Revocation of Consent Statement and the present ownership of
Warner-Lambert's securities by other participants is listed on Annex B.

STOCKHOLDER PROPOSALS

If a stockholder intends to present a proposal at Warner-Lambert's 2000
Annual Meeting of Stockholders and seeks to have the proposal included in the
company's proxy statement relating to that meeting, pursuant to Rule 14a-8 of
the Securities Exchange Act of 1934, as amended, the proposal must have been
received by Warner-Lambert no later than the close of business on November 9,
1999. If a stockholder wishes to present a matter at the 2000 Annual Meeting of
Stockholders that is outside of the processes of Rule 14a-8, Warner-Lambert's
by-laws state that notice must be given to the company by December 29, 1999.
After that date, the proposal will be considered untimely and the Warner-
Lambert proxies will have discretionary voting authority with respect to such
matter. Any proposals, as well as any related questions, should be directed to
the Secretary of Warner-Lambert.

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ANNEX A

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides a summary of cash and non-cash compensation
for each of the last three completed fiscal years ended December 31, 1998, 1997
and 1996 with respect to Warner-Lambert's former and current chief executive
officers and the other four most highly compensated officers of Warner-Lambert.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

LONG-TERM COMPENSATION
---------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------------- ----------------------- -------
SECURITIES
RESTRICTED UNDERLYING
OTHER STOCK OPTIONS/ LTIP
SALARY BONUS ANNUAL AWARDS SARS PAYOUTS
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION(4)($) ($) (#) ($)
--------------------------- ---- --- --- ------------------ --- --- ---

Melvin R. Goodes .......... 1998 $1,173,333 $2,028,800 $67,988 $0 440,700 $0
Former Chairman of the 1997 1,083,550 1,542,800 55,280 0 777,000 0
Board and Chief Executive 1996 992,750 1,300,000 69,614 0 708,000 0
Officer (Retired 4/99)
Lodewijk J.R. de 1998 773,333 1,106,000 0 0 198,900 0
Vink(1) ................. 1997 714,000 926,300 0 0 370,500 0
Chairman of the Board, 1996 653,333 714,100 0 0 354,000 0
President and Chief
Executive Officer
Anthony H. Wild(2) ........ 1998 480,083 545,000 0 0 93,000 0
Executive Vice President, 1997 413,833 545,000 0 0 183,500 0
President, Pharmaceutical 1996 379,617 410,500 0 0 142,200 0
Sector
Ronald M. Cresswell(3) .... 1998 430,250 455,000 0 0 78,750 0
Senior Vice President and 1997 409,167 410,000 0 0 174,000 0
Chief Scientific Officer 1996 388,667 317,300 0 0 105,000 0
(Retired 9/99)
Ernest J. Larini .......... 1998 419,650 488,000 0 0 81,000 0
Chief Financial Officer 1997 386,400 413,700 0 0 175,500 0
and Executive Vice 1996 347,000 294,700 0 0 167,400 0
President, Administration

ALL OTHER
NAME AND PRINCIPAL POSITION COMPENSATION(5)($)
--------------------------- ------------------

Melvin R. Goodes .......... $13,215,698
Former Chairman of the 7,632,931
Board and Chief Executive 3,020,924
Officer (Retired 4/99)
Lodewijk J.R. de 225,840
Vink(1) ................. 111,362
Chairman of the Board, 79,256
President and Chief
Executive Officer
Anthony H. Wild(2) ........ 53,844
Executive Vice President, 23,005
President, Pharmaceutical 4,196
Sector
Ronald M. Cresswell(3) .... 137,433
Senior Vice President and 73,254
Chief Scientific Officer 53,546
(Retired 9/99)
Ernest J. Larini .......... 120,179
Chief Financial Officer 61,623
and Executive Vice 45,996
President, Administration

------------

(1) Mr. de Vink was appointed Chairman of the Board, President and Chief
Executive Officer effective May 1, 1999 upon the retirement of Mr. Goodes.
Mr. de Vink also had responsibility for Warner-Lambert's Pharmaceutical
Sector until May 1996.

(2) Dr. Wild joined Warner-Lambert in 1995 as President, Parke-Davis, North
America. In May 1996, Dr. Wild was appointed President, Pharmaceutical
Sector.

(3) Dr. Cresswell served as Chairman, Parke-Davis Research, until October 1998
when he was named Chief Scientific Officer. In November 1998, Dr. Cresswell
was elected Senior Vice President.

(4) Includes transportation services provided to Mr. Goodes in 1998, 1997 and
1996 in amounts of $50,246, $40,955 and $53,288.

(5) All Other Compensation consists of the following: (1) annual contributions
by Warner-Lambert to the Savings and Stock Plan and the Excess Savings Plan
for 1998, 1997 and 1996, as follows: Mr. Goodes $337,584, $173,679 and
$111,753; Mr. de Vink $58,132, $29,993 and $23,955; Dr. Wild $12,356, $9,454
and $697; Dr. Cresswell $57,667, $33,916 and $26,264; and Mr. Larini
$29,214, $15,640 and $12,613; and (2) the above-market interest on deferred
annual bonuses for 1998, 1997 and 1996 as follows: Mr. Goodes $378,341,
$194,955 and $140,546; Mr. de Vink $167,708, $81,369 and $55,301; Dr. Wild
$41,488, $13,551 and $3,499; Dr. Cresswell $79,766, $39,338 and $27,282; and
Mr. Larini $90,965, $45,983 and $33,383. The annual bonus was payable for
such years, but deferred at the election of the named executive officer.
According to the terms of the Warner-Lambert Incentive
(footnotes continued on next page)

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(footnotes continued from previous page)
Compensation Plan, deferred bonuses accrue interest that is automatically
credited to the officer's account.

The amounts stated for Mr. Goodes for 1998, 1997 and 1996 include payments
of $12,499,773, $7,264,297 and $2,768,625, for cash awards that were based
on Warner-Lambert's stock price performance and granted in 1988, 1987 and
1986, respectively.

AGREEMENTS WITH THE FORMER AND CURRENT CHIEF EXECUTIVE OFFICER

In 1985, Warner-Lambert entered into an employment agreement with Mr.
Goodes. Effective May 1, 1999, pursuant to the terms of this agreement, Mr.
Goodes retired from the company. In April of 1999, Warner-Lambert entered into a
consulting agreement with Mr. Goodes. The consulting agreement provides for a
term commencing on May 1, 1999 and ending on April 30, 2004. The consulting
agreement provides for a minimum annual fee.

In May of 1999, Warner-Lambert entered into an employment agreement with
Mr. de Vink, pursuant to which he shall serve as Chairman of the Board,
President and Chief Executive Officer of Warner-Lambert. This agreement provides
for a term commencing on May 1, 1999 and ends on the earlier of either March 1,
2010 or the occurrence of certain events described in the agreement.
Mr. de Vink's employment agreement provides for a minimum annual salary which
may be increased but not decreased. Pursuant to the terms of the agreement, Mr.
de Vink is also entitled to participate in Warner-Lambert's Incentive
Compensation Plan as well as other compensation and benefit programs available
to officers of Warner-Lambert at their respective levels.

OPTION/SARS GRANT TABLE

The following table sets forth information concerning grants of stock
options and stock appreciation rights during 1998 to Warner-Lambert's former and
current chief executive officer and to each of the other four most highly
compensated executives officers.

OPTION/SAR GRANTS IN 1998

[Enlarge/Download Table]

NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED(#)(1) 1998 ($/SH) DATE ($)(2)
---- ------------- ---- ------ ---- ------

Melvin R. Goodes.................. 440,700 5.72% $47.3333 1/26/08 $5,574,855
Lodewijk J.R. de Vink............. 198,900 2.58 47.3333 1/26/08 2,516,085
Anthony H. Wild................... 93,000 1.21 47.3333 1/26/08 1,176,450
Ronald M. Cresswell............... 78,750 1.02 47.3333 1/26/08 996,188
Ernest J. Larini.................. 81,000 1.05 47.3333 1/26/08 1,024,650

------------

(1) Stock options entitle the holder to purchase shares of Warner-Lambert common
stock at a price which is equal to the fair market value per share for such
stock on the date the stock option was granted. Payment of this price is
made in cash or, with the consent of the Compensation Committee of the board
of directors, in whole or in part, in common stock or other consideration.
Stock options become exercisable over a four-year period (beginning one year
after the date of grant) in four equal installments. No stock option may be
exercised after the expiration of ten years from the date of grant. In the
event of a change in control of Warner-Lambert (as defined in the stock
option plans), (i) the ability to exercise stock options is accelerated,
(ii) amounts payable upon exercise of stock appreciation rights will be
determined by reference, among other things, to the price pursuant to which
the change in control was effected, (iii) amounts payable upon the exercise
of stock appreciation rights will be in the form of cash and (iv) limited
stock appreciation rights or
(footnotes continued on next page)

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(footnotes continued from previous page)
alternative conversion rights (which conversion rights are applicable in the
case of a merger of equals (as defined in the plan)) are provided to the
grantees of stock options. A change in control under the stock option plans
is generally deemed to have occurred upon the acquisition of the voting
power of 20% or more of Warner-Lambert's outstanding securities, the
consummation of a merger, consolidation, sale or disposition of
substantially all of Warner-Lambert's assets or a change in more than half
of Warner-Lambert's board of directors. If Pfizer is successful in its
solicitation of consents to remove directors of Warner-Lambert or in its
efforts to acquire 20% or more of the outstanding shares of Warner-Lambert
common stock, a change in control for purposes of the stock option plans
will occur. See 'Termination of Employment and Change in Control
Arrangements and Other Matters' on pages A-5 to A-6 for additional
information.

(2) Present value determinations were made using a Black-Scholes option pricing
model based on the following assumptions: the holding period is based on a
five-year average of all option holders' exercises; the risk-free rate of
return is the interest rate on a zero coupon bond with a maturity equivalent
to the holding period; the volatility is based on weekly stock prices for
the holding period; and the dividend yield is based on the dividends paid on
Warner-Lambert's common stock for the five-year period 1994-1998. The actual
value an executive officer receives is dependent on future stock market
conditions, and there can be no assurance that the amounts reflected in the
last column of the Option/SAR Grants Table will actually be realized. No
gain to the executive officer is possible without an appreciation in the
stock value which will benefit all stockholders commensurately.

OPTION/SAR EXERCISES AND YEAR-END VALUE TABLE

The following table sets forth individual exercises of stock options and
stock appreciation rights ('SARs') during 1998 by Warner-Lambert's former and
current chief executive officer and the other four most highly compensated
executive officers and provides information related to stock option and SAR
values:

AGGREGATED OPTION/SAR EXERCISES IN 1998 AND YEAR-END OPTION/SAR VALUES

[Enlarge/Download Table]

NUMBER OF
SECURITIES VALUE OF UNEXERCISED
UNDERLYING IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT
OPTIONS/SARS AT YEAR-END
SHARES YEAR-END (#) ($75.1875 PER SHARE)($)
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
---- ----------- ----------- ------------- -------------

Melvin R. Goodes.................... -- -- 2,661,050/ $158,676,192/
1,893,150 92,004,584
Lodewijk J.R. de Vink............... 398,835 $25,349,952 1,564,062/ 94,943,239/
932,955 45,167,495
Anthony H. Wild..................... 162,000 11,075,619 176,250/ 9,654,674/
375,150 17,453,087
Ronald M. Cresswell................. 175,260 9,287,198 299,325/ 17,651,621/
305,025 13,824,340
Ernest J. Larini.................... 129,600 7,627,007 591,975/ 35,355,073/
443,925 21,950,993

RETIREMENT BENEFITS

The following table sets forth the estimated aggregate annual benefits
payable in the form of a straight life annuity by Warner-Lambert upon retirement
at age 65 (exclusive of retirement benefits from Social Security) after a
specified number of years of service, pursuant to the Warner-Lambert Company
Retirement Plan and Warner-Lambert Supplemental Pension Income Plan. In the
event of early retirement, the following amounts will be reduced by the annual
retirement credits that would

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otherwise have been earned to normal retirement and further reduced in
accordance with the early retirement reduction factors then in effect under the
Retirement Plan and, where applicable, the Supplemental Pension Income Plan. The
aggregate of amounts shown in the 'Salary' and 'Bonus' columns of the Summary
Compensation Table approximate the amount of creditable earnings under the
pension plans.

PENSION PLAN TABLE

[Enlarge/Download Table]

YEARS OF SERVICE
----------------------------------------------------------------------------------------
REMUNERATION 10 15 20 25 30 35 40
------------ -- -- -- -- -- -- --

$ 500,000........... $ 152,364 $ 208,844 $ 265,324 $ 265,804 $ 266,284 $ 270,863 $ 309,211
750,000........... 236,364 320,844 405,324 405,804 406,284 406,863 464,211
1,000,000........... 320,364 432,844 545,324 545,804 546,284 546,764 619,211
1,250,000........... 404,364 544,844 685,324 685,804 686,284 686,764 774,211
1,500,000........... 488,364 656,844 825,324 825,804 826,284 826,764 929,211
1,750,000........... 572,364 768,844 965,324 965,804 966,284 966,764 1,084,211
2,000,000........... 656,364 880,844 1,105,324 1,105,804 1,106,284 1,106,764 1,239,211
2,250,000........... 740,364 992,844 1,245,324 1,245,804 1,246,284 1,246,764 1,394,211
2,500,000........... 824,364 1,104,844 1,385,324 1,385,804 1,386,284 1,386,764 1,549,211
2,750,000........... 908,364 1,216,844 1,525,324 1,525,804 1,526,284 1,526,764 1,704,211
3,000,000........... 992,364 1,328,844 1,665,324 1,665,804 1,666,284 1,666,764 1,859,211
3,250,000........... 1,076,364 1,440,844 1,805,324 1,805,804 1,806,284 1,806,764 2,014,211
3,500,000........... 1,160,364 1,552,844 1,945,324 1,945,804 1,946,284 1,946,764 2,169,211
3,750,000........... 1,244,364 1,664,844 2,085,324 2,085,804 2,086,284 2,086,764 2,324,211
4,000,000........... 1,328,364 1,776,844 2,225,324 2,225,804 2,226,284 2,226,764 2,479,211

The Retirement Plan is a defined benefit, career average plan which is
periodically updated in order to provide pension benefits which are more
reflective of current creditable earnings. The most recent update was effective
January 1, 1998. The Retirement Plan provides that annual creditable earnings
are determined by an employee's January 1st base salary plus overtime and
Warner-Lambert Incentive Compensation Plan awards. The Retirement Plan provides
that, in the event of a change in control of Warner-Lambert (as defined in such
plan), (1) the benefits of participants will be afforded certain additional
protection for a limited period of time and (2) if certain actions are taken
with respect to the Retirement Plan, any surplus assets then held in the trust
will inure to the benefit of participants and their beneficiaries. Credited
years of service under the Retirement Plan, as of December 31, 1998, for each of
the executive officers named in the Summary Compensation Table are: Melvin R.
Goodes -- 32.4 years; Lodewijk J. R. de Vink -- 10.0 years; Anthony H.
Wild -- 3.0 years; Ronald M. Cresswell -- 10.0 years; and Ernest J.
Larini -- 22.0 years.

The Supplemental Pension Income Plan was established to attract and retain
employees in senior managerial positions by providing supplemental pension
income in amounts reasonably related to their compensation and length of service
with Warner-Lambert. Benefits under the Supplemental Pension Income Plan are
based upon average final compensation (the total amount of an employee's
compensation for the three calendar years during which such employee's
compensation was the highest of the five-year period of service ending with such
employee's early or normal retirement date, divided by three). Compensation for
this purpose is the sum of the employee's January 1st base salary plus
compensation under the Warner-Lambert Incentive Compensation Plan. The benefit
under the Supplemental Pension Income Plan is reduced by the benefit payable
under the Retirement Plan and certain other retirement benefits, including
social security. The Supplemental Pension Income Plan also provides for payment
to eligible employees of amounts they would have received under the Retirement
Plan in the absence of certain limitations imposed by the Employee Retirement
Income Security Act of 1974 and subsequent legislation, and provides for payment
to eligible employees of amounts they would have received under the Retirement
Plan if deferred incentive awards had been included in creditable earnings under
such plan. The Supplemental Pension Income Plan provides that, in the event of a
change in control of Warner-Lambert (as defined in such plan), (1) employees 55
years of age and older

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who meet certain salary level requirements and who would have become eligible to
receive plan benefits upon retirement will receive such benefits upon retirement
and (2) post-employment consulting requirements set forth in the plan will no
longer be applicable. Credited years of service under the Supplemental Pension
Income Plan, as of December 31, 1998, for each of the executive officers named
in the Summary Compensation Table are: Melvin R. Goodes -- 18.7 years; Lodewijk
J.R. de Vink -- 8.8 years; Anthony H. Wild -- 3.8 years; Ronald M.
Cresswell -- 10.6 years; and Ernest J. Larini -- 10.8 years.

TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS AND OTHER MATTERS

Warner-Lambert has severance policies which provide for payments of up to
twenty-four months' salary depending upon several factors, including age and
length of service, subject to modifications made by the Warner-Lambert Executive
Severance Plan.

The Executive Severance Plan, initially adopted in 1988 and publicly filed
as an exhibit to Warner-Lambert's Annual Report on Form 10-K, provides benefits
in the event of a change in control of Warner-Lambert (as defined in such plan)
to those employees, essentially officers, who are subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934, as
amended. A change in control is deemed to generally have occurred upon the
acquisition of the voting power of 20% or more of Warner-Lambert's outstanding
securities, shareholder approval of a merger, consolidation, sale or disposition
of substantially all of Warner-Lambert's assets or a change in more than half of
Warner-Lambert's board of directors. If Pfizer is successful in its solicitation
of consents to remove the directors of Warner-Lambert or in its efforts to
acquire 20% or more of the outstanding common stock of Warner-Lambert, a change
of control for purposes of the Executive Severance Plan will occur. The
Executive Severance Plan provides for severance benefits, which are payable only
if a participant leaves the employ of Warner-Lambert for any reason other than
termination by Warner-Lambert for just cause (as defined in such plan) within
three years after a change in control, of thirty-six months' salary and bonus,
as well as thirty-six months credit under Warner-Lambert's retirement and
savings and stock plans. The Executive Severance Plan also requires
Warner-Lambert to provide plan participants six months' advance written notice
of termination during the three-year period following a change in control. The
Executive Severance Plan also provides special payments to participants to
reimburse them for any federal excise tax or similar state or local tax that may
be imposed on payments received following a change in control.

Warner-Lambert also adopted in 1988 (and has described in its publicly
filed annual proxy statements) an Enhanced Severance Plan for all United States
non-hourly employees who are not eligible to participate in the Executive
Severance Plan. The Enhanced Severance Plan provides for severance benefits,
which are payable only if a plan participant leaves the employ of
Warner-Lambert, either due to actual termination or constructive termination (as
defined in the plan), other than termination by Warner-Lambert for just cause
(as defined in the plan), within two years (or, for certain participants, three
years) following a change in control. In addition, if a change in control occurs
otherwise than through a transaction approved by Warner-Lambert's board (as
constituted prior to such transaction), the Enhanced Severance Plan provides for
severance benefits to be payable if a participant leaves the employ of
Warner-Lambert for any reason other than termination by Warner-Lambert for just
cause within the applicable period following such change in control. Severance
benefits under the Enhanced Severance Plan are generally similar to those under
the Executive Severance Plan, except that the severance period under the
Enhanced Severance Plan is determined on an individual basis based on
Warner-Lambert's severance policies. A change in control under the Enhanced
Severance Plan is generally deemed to have occurred upon the acquisition of the
voting power of 20% or more of Warner-Lambert's outstanding securities,
shareholder approval of a merger, consolidation, sale or disposition of
substantially all of Warner-Lambert's assets or a change in more than half of
Warner-Lambert's board of directors. The Enhanced Severance Plan provides for
limited rights to participants in connection with outstanding Warner-Lambert
stock options under the Warner-Lambert Company 1989 Stock Option Plan which did
not have stock appreciation rights. The limited rights granted under the
Enhanced Severance Plan provide for a cash payment upon exercise by the holder
within the 30-day period following a change in control, equal to the amount by
which the fair market value of a share of

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Warner-Lambert common stock exceeds the fair market value on the date the stock
option was granted, multiplied by the number of shares with respect to which the
limited rights apply. The fair market value is determined by the higher of the
sale price on the New York Stock Exchange prior to the change in control or the
highest price used in the transaction. In certain instances, including a merger
of equals (as defined in the Warner-Lambert Company 1989 Stock Option Plan),
conversion rights are provided as an alternative to limited rights (and a
similar provision providing for limited rights or alternative conversion rights
in the event of a change in control is also contained in Warner-Lambert's other
stock option plans pursuant to which stock options are currently outstanding).
The Enhanced Severance Plan also requires Warner-Lambert to provide plan
participants six months' advance written notice of termination during the
two-year period (or, for certain participants, three-year period) following a
change in control. If Pfizer is successful in its solicitation of consents to
remove the directors of Warner-Lambert or in its efforts to acquire 20% or more
of Warner-Lambert's outstanding common stock, a change of control for purposes
of the Enhanced Severance Plan will occur. The Enhanced Severance Plan also
provides special payments to some participants to reimburse them for any federal
excise tax or similar state or local tax that may be imposed on payments
received following a change in control.

In addition, in the event of a change in control of Warner-Lambert (as
defined in the Executive Severance Plan), participants in the Warner-Lambert
Savings and Stock Plan and the Warner-Lambert Incentive Compensation Plan are
afforded certain additional protections, and the benefits of participation in
Warner-Lambert's Excess Savings Plan become immediately vested and payable upon
termination of employment.

Restricted stock awards granted under Warner-Lambert's plans also vest
completely in the event of a change in control and generally will result in a
cash payment to the holders of such awards.

Based upon advice we have received from our independent accountants, it is
our understanding that the existence and exercisability of rights to receive
cash payments in lieu of options and stock awards (such as would result upon a
change in control) would prevent Warner-Lambert from being a party to a business
combination transaction to be accounted for as a pooling of interests.
Therefore, under our merger agreement with American Home Products, the board of
directors is required to and expects to eliminate these cash payout provisions
and provide for the delivery of common stock or substitute equity awards of the
combined entity in connection with that merger of equals transaction.

If Pfizer is successful in its solicitation of consents to remove the
directors of Warner-Lambert or in its efforts to acquire 20% or more of the
outstanding common stock of Warner-Lambert, a change of control for purposes of
these provisions will occur. The Warner-Lambert board intends to continue to
review potential actions by it with respect to these provisions, as well as with
respect to the Enhanced Severance Plan, in connection with the Pfizer consent
solicitation, conditional proposal and ongoing developments relating thereto and
will exercise its rights under these provisions in a manner consistent with its
fiduciary duties to Warner-Lambert stockholders.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Warner-Lambert's executive compensation programs are designed to attract,
retain and motivate the broad based executive talent required to achieve its
business objectives and increase shareholder value. Warner-Lambert's executive
compensation programs are administered by the Compensation Committee of the
board of directors. The Compensation Committee members are outside directors of
Warner-Lambert with responsibility for all compensation matters for
Warner-Lambert's executive officers. The outside compensation consultants who
advise the committee and management on compensation matters have been selected
by the Compensation Committee.

General

Total compensation for Warner-Lambert's executive officers consists of a
base salary, annual cash bonus and long-term incentives, which include stock
options and restricted stock. The annual bonus and long-term incentives
introduce risk to the total executive compensation package. These compensation

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components are variable, may fluctuate significantly from year to year and are
directly tied to company and individual performance.

To ensure that management's interest Warner-Lambert is aligned with the
interests of Warner-Lambert's stockholders, a significant portion of executive
compensation is delivered through the equity component. Stock options are tied
to the long-term performance of Warner-Lambert and are used to provide an
incentive that focuses attention on managing the company from an owner's
perspective. Restricted stock grants are used selectively to build stock
ownership and to promote a long-term focus by restricting the holder's ability
to sell, transfer or assign the shares until the end of the specified vesting
period when the restrictions lapse. The combination of stock options and
restricted stock grants provides a level of risk and upside opportunity that
encourages management performance in the achievement of Warner-Lambert's
long-term goals and objectives. To further align management's interests with
Warner-Lambert's stockholders, the Compensation Committee has established formal
stock ownership goals for key members of management with the intent that each
individual invest a certain dollar amount in shares of Warner-Lambert common
stock.

The Compensation Committee annually reviews the competitiveness of
Warner-Lambert's executive compensation programs within the industries in which
it competes -- Pharmaceutical, Consumer Health Care and Confectionery. In
addition, this compensation comparator group also includes several leading
consumer products companies which, in conjunction with the industry peer group,
represent the broader marketplace for the company's executive talent. The
Compensation Committee's outside compensation consultants agree that the
companies in the group are appropriate benchmarks for Warner-Lambert.

Warner-Lambert targets a level of total compensation (base salary, annual
bonus and stock awards) above the median total compensation of its comparator
group for like jobs, adjusted for company size. Since stock awards represent a
significant portion of the executives' total compensation, the overall
compensation package provides both downside risk and upside opportunity that
encourages the executives' performance in the achievement of Warner-Lambert's
long-term goals and objectives.

The Compensation Committee continues to review executive compensation in
light of Section 162(m) of the Internal Revenue Code ('Section 162(m)'), which
establishes a limit on the deductibility of annual compensation for certain
executive officers that exceeds $1,000,000. It is the general intention of the
committee to meet the requirements for deductibility under Section 162(m);
however, the committee reserves the right, where merited by changing business
conditions or an executive's individual performance, to authorize compensation
payments which may not be fully deductible by Warner-Lambert. The Compensation
Committee will re-examine this policy on an on-going basis.

Executive Officers' Compensation

In determining increases to executive officer compensation, the
Compensation Committee considered company performance, including both financial
and nonfinancial indicators, individual performance, the business environment in
which Warner-Lambert operated and competitive compensation trends.

Base salary increases were determined based upon individual performance,
competitive compensation trends and a review of salaries for like jobs at the
companies comprising Warner-Lambert's compensation comparator group.

With respect to annual cash bonuses, the maximum annual amount which may be
set aside for payment is first derived from a formula approved by stockholders.
This formula takes into account Warner-Lambert's net profit for the year and the
amount of capital employed in the company. The annual cash bonus that is
actually paid to an individual executive officer is then determined by reviewing
the performance of the business unit which the executive officer manages,
including sales, profit and return on assets managed, and the officer's
individual performance and position level within the company. As a result of
such review of business and individual performance for the year 1998, total
annual bonus awards to Warner-Lambert's executive officers as a group increased
by approximately 19.5% over the prior year. A majority of each individual award
was based on company and business unit performance, with the remainder based on
individual performance.

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The Compensation Committee has established annual stock option award
guidelines for each position level within Warner-Lambert. These guidelines
provide for a range of options to be granted from zero shares up to a maximum
number of shares. Competitive data from the compensation comparator group and
the estimated value of Warner-Lambert's stock options were used to develop these
guidelines, which are reviewed annually by the committee. The actual stock
option award granted to a Warner-Lambert executive is based upon the
individual's overall job performance and specific contributions to company
performance for the prior year. While factors such as company performance are
considered in determining the number of stock options to be granted, the
individual's current performance and contributions to Warner-Lambert performance
are the primary determinants in these deliberations.

CEO Compensation for 1998

The following is a description of the decisions with regard to Mr. Goodes'
1998 compensation. Mr. Goodes retired from his position at Warner-Lambert
effective April 30, 1999.

Effective March, 1998, Mr. Goodes received a base salary increase of
approximately 8% based on review of his prior year job performance and his
compensation relative to his peers at companies comparable to Warner-Lambert.
Mr. Goodes' employment agreement provides for a minimum annual salary that may
be increased annually at the discretion of the Compensation Committee, based
upon the average salary increase of other Warner-Lambert officers. The salary
for Mr. Goodes reported in the Summary Compensation Table on page A-1 reflects
the salary actually paid to Mr. Goodes in 1998. Effective March 1999, the
Compensation Committee increased Mr. Goodes' salary by 8%. Mr. Goodes' salary
increase does not affect the other elements of his compensation. In addition, in
1999, Mr. Goodes received an annual cash bonus of $2,028,800.

In January, 1998, Mr. Goodes received an annual stock option grant of
440,700 shares, with the exercise price being equal to the fair market value on
the date of grant. The options are exercisable for a ten-year term. In 1999,
Mr. Goodes received a stock option grant of 392,550 shares. These ten-year
options were also issued at the fair market value on the date of grant.

In considering Mr. Goodes' stock option grant, annual bonus and base salary
increase, each effective in 1999, the Compensation Committee considered several
company financial performance measures for 1998, as well as Mr. Goodes'
individual performance during the year. In determining Mr. Goodes' compensation,
the committee did not attach specific weights or values to the various factors
considered.

The Compensation Committee considered Warner-Lambert's sales, profits,
earnings per share and return on assets managed, which measures exceeded
expectations. The committee noted Warner-Lambert's regular quarterly dividend
rate increased 26% in 1998 over the prior year's rate. The Compensation
Committee also noted that at year-end 1998, Warner-Lambert's common stock price
increased 81.7% over year-end 1997 and substantially exceeded the growth of the
Standard & Poor's 500 Stock Index, the Dow Jones Industrial Average and the
average stock price growth of Warner-Lambert's industry peer group during the
same period. According to the Staton 100 Performance Index, Warner-Lambert
ranked Number 3 among the top performing stocks over the five years ended
November 1998. In addition, Warner-Lambert's market capitalization at year-end
1998 was $61.8 billion. This is $28 billion and 82% higher than prior year.
Since August 1991, when Mr. Goodes became CEO, until year-end 1998,
Warner-Lambert's market capitalization increased over 500%. As a result of
Warner-Lambert's growth, the company continued to improve its position among the
top 100 of the world's most highly valued companies, based on market
capitalization. In a listing of the world's top one hundred companies published
during 1998, Warner-Lambert's relative rank moved up from 98th to 64th.

The Compensation Committee also reviewed Mr. Goodes' key accomplishments in
1998. Specifically, the committee credited Mr. Goodes with:

the overwhelming success of Warner-Lambert's cholesterol-lowering drug
Lipitor'r' which achieved over $1 billion dollars in worldwide sales in
eleven months, the first pharmaceutical product to achieve that level of
sales in its initial year on the market. Lipitor'r' was launched in 26 new
markets during 1998;

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the continued success of Warner-Lambert's type 2 diabetes drug Rezulin'r',
which surpassed $1 billion dollars in worldwide sales 20 months after
launch;

the product launch of Omnicef'r', a broad spectrum cephalosporin
antibiotic, and CelexaTM, a drug for the treatment of depression which
Warner-Lambert co-promotes in the U.S. with Forest Laboratories, the
developer of the product in the U.S. under license from another company;

the introduction of the new Schick'r' Protector'r' shaving system in the
U.S. and other major markets;

the introduction of a new line of standardized herbal supplements under
the tradename QuanterraTM;

continued focus on productivity and cost-effectiveness through plant
rationalizations on a global basis;

the naming of Warner-Lambert by Industry Week as one of the '100
Best-Managed Companies'; and

Fortune magazine's poll of the World's Most Admired Companies ranked
Warner-Lambert in 5th place among fifteen global pharmaceutical companies.
In 1997, Warner-Lambert was not ranked in this particular poll.

The Compensation Committee noted Mr. Goodes' leadership role in
Warner-Lambert's financial achievements during the year and the impact of his
commitment to the company's core businesses and his strategic vision in making
1998 another successful year.

PERFORMANCE GRAPH

The graph set forth below compares the yearly percentage change in
Warner-Lambert's cumulative total stockholder return on its common stock to the
cumulative total return of the Standard & Poor's 500 Stock Index (the 'S&P 500')
and a peer group index comprised of Abbott Laboratories, American Home Products
Corporation, Bristol-Myers Squibb Company, Eli Lilly and Company, Johnson &
Johnson, Merck & Co., Inc., Pfizer Inc. and Schering-Plough Corporation.

WARNER-LAMBERT COMPANY
Cumulative Total Shareholder Return for
Five-Year Period Ending December 31, 1998*

[PERFORMANCE GRAPH]

[Download Table]

December 31... 1993 1994 1995 1996 1997 1998
---------------------------------------------------------------------------------

Warner-Lambert 100.00 117.93 153.39 242.42 407.14 746.93
S&P 500 100.00 101.36 139.31 171.21 228.25 293.36
Peer Group 100.00 113.07 182.13 229.12 356.08 523.17

* Assumes that the value of the investment in Warner-Lambert Common Stock
and each index was $100 on December 31, 1993 and that all dividends were
reinvested.

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ANNEX B

INFORMATION CONCERNING THE DIRECTORS AND CERTAIN EXECUTIVE
OFFICERS AND EMPLOYEES OF WARNER-LAMBERT AND OTHER PARTICIPANTS
WHO MAY ALSO SOLICIT REVOCATIONS OF CONSENTS

In connection with Warner-Lambert's solicitation of revocations of consents
from its stockholders, certain other persons may be deemed to be participants in
the solicitation.

The following tables set forth the name, principal business address and the
present employment or other principal occupation, and the name, principal
business and the address of any corporation or other organization in which such
employment is carried on, of the directors and certain executive officers and
employees of Warner-Lambert and other representatives of Warner-Lambert who may
be deemed to be participants in the soliciting of revocations of consents.

DIRECTORS OF WARNER-LAMBERT

The principal occupations of Warner-Lambert's directors who are deemed
participants in the solicitation are set forth in the section entitled
'Information About the Board of Directors of Warner-Lambert' on pages 11 to 15
of this Revocation of Consent Statement. The principal business address of each
such person is as follows:

[Download Table]

NAME BUSINESS ADDRESS
---- ----------------

Lodewijk J.R. de Vink............................. Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950

Robert N. Burt.................................... FMC Corporation
200 East Randolph Drive
Chicago, IL 60601

Donald C. Clark................................... One South Wacker Drive
Suite 1495
Chicago, IL 60606-4616

John A. Georges................................... 200 Railroad Avenue
Greenwich, CT 06830

William H. Gray III............................... United Negro College Fund
8260 Willow Oaks Corporate Dr.
Fairfax, VA 22031

William R. Howell................................. J.C. Penney Company, Inc.
6501 Legacy Drive
Plano, TX 75024-3698

LaSalle D. Leffall, Jr, M.D....................... Department of Surgery
Howard University Hospital
2041 Georgia Avenue, N.W.
Washington, DC 20060

George A. Lorch................................... Armstrong World Industries, Inc.
2500 Columbia Avenue
Lancaster, PA 17603

Alex J. Mandl..................................... Teligent, Inc.
Fairfax Square
8065 Leesburg Pike, 4th Floor
Vienna, VA 22182

Michael I. Sovern................................. Columbia University
435 W. 116th Street, Box B20
(Room 6E3)
New York, NY 10027

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EXECUTIVE OFFICERS AND OTHER EMPLOYEES OF WARNER-LAMBERT

The principal occupations of certain of Warner-Lambert's executive officers
and certain other members of management who are deemed participants in the
solicitation are set forth below. The principal occupation refers to such
person's position with Warner-Lambert and each person's business address is 201
Tabor Road, Morris Plains, N.J. 07950.

[Enlarge/Download Table]

NAME PRINCIPAL OCCUPATION
---- --------------------

Executive Officers:
Peter B. Corr, Ph.D.................................. Vice President and President, Warner-
Lambert/Parke-Davis Research and Development

John S. Craig........................................ Vice President and President, Adams USA

Raymond M. Fino...................................... Senior Vice President, Human Resources

Philip M. Gross...................................... Senior Vice President, Strategic Management
Processes

Gregory L. Johnson................................... Senior Vice President and General Counsel

Richard W. Keelty.................................... Senior Vice President, Public Affairs

Ernest J. Larini..................................... Chief Financial Officer and Executive Vice
President, Administration

J. Frank Lazo........................................ Senior Vice President and President, Adams

Joseph E. Lynch...................................... Vice President and Controller

S. Morgan Morton..................................... Senior Vice President and President, Consumer
Healthcare Sector

Harold F. Oberkfell.................................. Vice President, Knowledge Management

Rae G. Paltiel....................................... Secretary

Maurice A. Renshaw................................... Vice President and President, Parke-Davis USA

Barbara S. Thomas.................................... Vice President and President, Consumer
Healthcare USA

John F. Walsh........................................ Vice President and President, Shaving Products
Group

Anthony H. Wild, Ph.D. .............................. Executive Vice President and President,
Pharmaceutical Sector

Other Employees:
Carol T. Goodrich.................................... Director, Media Relations
John J. Howarth...................................... Manager, Investor Relations
Stephen J. Mock...................................... Vice President, Public Relations
George J. Shields.................................... Vice President, Investor Relations

INFORMATION REGARDING OWNERSHIP OF WARNER-LAMBERT'S SECURITIES BY PARTICIPANTS

None of the participants owns any of Warner-Lambert's securities of record
but not beneficially. The number of shares of Warner-Lambert common stock held
by directors and certain executive officers of Warner-Lambert is set forth in
'Security Ownership' on pages 19 and 20 of the Revocation of Consent Statement.

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The following table sets forth information, as of October 31, 1999,
regarding beneficial ownership of Warner-Lambert common stock for all other
participants:

[Download Table]

NUMBER OF COMMON SHARES
NAME AND SHARE EQUIVALENTS
---- ---------------------

Executive Officers:
Peter B. Corr, Ph.D......................................... 20,033(1)
John S. Craig............................................... 252,876(1)(2)
Raymond M. Fino............................................. 477,945(1)(2)
Philip M. Gross............................................. 364,200(1)(2)
Gregory L. Johnson.......................................... 830,282(1)(2)(3)
Richard W. Keelty........................................... 195,707(1)(2)(3)
J. Frank Lazo............................................... 1,124,803(1)(2)
Joseph E. Lynch............................................. 102,655(1)(2)
S. Morgan Morton............................................ 510,640(1)(2)(3)
Harold F. Oberkfell......................................... 602,709(1)(2)
Rae G. Paltiel.............................................. 84,030(1)(2)
Maurice A. Renshaw.......................................... 329,644(1)(2)
Barbara S. Thomas........................................... 51,390(1)(2)
John F. Walsh............................................... 1,264,241(1)(2)

Other Employees:
Carol Goodrich.............................................. 0
John J. Howarth............................................. 5,970(1)(2)
Stephen J. Mock............................................. 43,928(1)(2)
George J. Shields........................................... 115,175(1)(2)(3)

------------

(1) Each of the above-named persons has (or will have upon the exercise of
options exercisable within sixty days) sole voting and investment power with
respect to all shares beneficially owned by such person, except for an
aggregate of 43,610 shares of restricted common stock granted to the
officers and employees named pursuant to Warner-Lambert's stock plans. The
shareholdings listed above also include shares of Warner-Lambert common
stock equivalents held pursuant to Warner-Lambert's benefit plans as
follows: Mr. Corr 33, Mr. Craig 201, Mr. Fino 22,987, Mr. Gross 1,612, Mr.
Johnson 9,712, Mr. Keelty 22,382, Mr. Lazo 3,253, Mr. Lynch 1,000, Mr.
Morton 16,833, Mr. Oberkfell 15,537, Ms. Paltiel 5,415, Mr. Renshaw 869, Ms.
Thomas 42, Mr. Walsh 24,472, Mr. Howarth 4,725, Mr. Mock 6,021 and Mr.
Shields 19,565.

(2) Includes shares subject to options or rights granted pursuant to the
Warner-Lambert stock option plans exercisable up to and including December
31, 1999, as follows: Mr. Craig 241,875, Mr. Fino 454,958, Mr. Gross
362,588, Mr. Johnson 796,348, Mr. Keelty 169,350, Mr. Lazo 1,121,550, Mr.
Lynch 101,655, Mr. Morton 493,610, Mr. Oberkfell 583,462, Ms. Paltiel
76,815, Mr. Renshaw 328,775, Ms. Thomas 38,850, Mr. Walsh 1,173,475, Mr.
Howarth 1,245, Mr. Mock 36,335 and Mr. Shields 92,100.

(3) Certain shares held by family members sharing the officer's household.

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INFORMATION REGARDING TRANSACTIONS IN WARNER-LAMBERT'S SECURITIES BY
PARTICIPANTS

The following table sets forth purchases and sales of Warner-Lambert shares
by the participants listed below during the past two years. Unless otherwise
indicated, all transactions are in the public market.

[Download Table]

NUMBER
OF SHARES
ACQUIRED
NAME TRANSACTION DATE OR SOLD NOTE
---- ---------------- ------- ----

Directors
Lodewijk J. R. de Vink...................... 1/27/98 198,900 (1)
1/29/98 135,000 (4)
6/25/98 12,262 (3)
6/29/98 25,524 (3)
7/23/98 75,000 (4)
7/23/98 188,835 (4)
1/26/99 188,700 (1)

Robert N. Burt.............................. 11/1/97 - 10/31/98 1,208 (12)
12/10/97 60 (9)
3/10/98 54 (9)
6/10/98 46 (9)
9/10/98 44 (9)
11/1/98 - 10/31/99 895 (12)
12/10/98 39 (9)
3/10/99 52 (9)
6/10/99 60 (9)
9/10/99 57 (9)

Donald C. Clark............................. 11/1/97-10/31/98 2,662 (12)
12/10/97 90 (9)
3/10/98 78 (9)
6/10/98 68 (9)
9/10/98 64 (9)
11/1/98 - 10/31/99 2,428 (12)
12/10/98 57 (9)
3/10/99 77 (9)
6/10/99 88 (9)
9/10/99 84 (9)

John A. Georges............................. 11/1/97 - 10/31/98 39,931 (12)
11/1/98 - 10/31/99 1,842 (12)
9/20/99 1,720 (7)

William H. Gray III......................... 11/1/97 - 10/31/98 965 (12)
12/10/97 45 (9)
3/10/98 39 (9)
6/10/98 34 (9)
9/10/98 32 (9)
11/1/98 - 10/31/99 433 (12)
12/10/98 28 (9)
2/1/99 1,600 (8)
3/10/99 33 (9)
6/10/99 38 (9)
9/10/99 37 (9)

William R. Howell........................... 11/1/97 - 10/31/98 575 (12)
11/1/98 - 10/31/99 374 (12)

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[Download Table]

NUMBER
OF SHARES
ACQUIRED
NAME TRANSACTION DATE OR SOLD NOTE
---- ---------------- ------- ----

LaSalle D. Leffall, Jr., M.D. .............. 11/1/97 - 10/31/98 2,140 (12)
12/10/97 48 (9)
3/10/98 42 (9)
6/10/98 37 (9)
9/10/98 35 (9)
11/1/98 - 10/31/99 1,801 (12)
12/10/98 31 (9)
3/10/99 42 (9)
6/10/99 48 (9)
9/10/99 46 (9)

George A. Lorch............................. 11/1/97 - 10/31/98 1,375 (12)
11/1/98 - 10/31/99 1,127 (12)

Alex J. Mandl............................... 11/1/97 - 10/31/98 1,443 (12)
11/1/98 - 10/31/99 1,310 (12)

Michael I. Sovern........................... 11/1/97 - 10/31/98 75 (12)
11/1/98 - 10/31/99 79 (12)

Executive Officers named
in Summary Compensation Table:

Ernest J. Larini............................ 1/27/98 81,000 (1)
2/5/98 36,600 (4)
6/1/98 600 (3)
8/27/98 50,000 (4)
10/15/98 125 (3)
11/19/98 43,000 (4)
12/30/98 4,697 (3)
1/26/99 77,000 (1)

Anthony H. Wild, Ph.D. ..................... 1/27/98 93,000 (1)
2/14/98 2,829 (10)
3/26/98 11,511 (8)
11/23/98 162,000 (4)
1/26/99 112,400 (1)

Other Executive Officers:

Peter B. Corr, Ph.D. ....................... 10/16/98 20,000 (11)
10/16/98 75,000 (1)
1/26/99 57,300 (1)

John S. Craig............................... 1/27/98 49,500 (1)
2/4/98 6,864 (8)
7/31/98 5,880 (10)
8/5/98 4,920 (8)
8/17/98 30,000 (4)
11/24/98 30,000 (4)
1/26/99 27,000 (1)
7/31/99 3,937 (10)
8/16/99 6,863 (8)

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[Download Table]

NUMBER
OF SHARES
ACQUIRED
NAME TRANSACTION DATE OR SOLD NOTE
---- ---------------- ------- ----

Raymond M. Fino............................. 1/27/98 42,600 (1)
1/27/98 57,000 (4)
1/28/98 1,389 (4)
10/29/98 7,000 (4)
10/30/98 21 (4)
1/26/99 46,500 (1)
10/8/99 10,033 (4)

Philip M. Gross............................. 1/27/98 44,400 (1)
1/30/98 30,000 (4)
2/2/98 45,000 (4)
3/9/98 60,000 (4)
3/11/98 36,000 (4)
3/12/98 156 (4)
3/31/98 37,500 (4)
4/1/98 159 (4)
4/2/98 24,600 (4)
7/21/98 24,450 (4)
7/22/98 24,450 (4)
11/20/98 19,125 (4)
11/23/98 19,125 (4)
12/15/98 55 (7)
1/13/99 17 (7)
1/26/99 31,250 (1)
3/15/99 30 7
4/8/99 35,000 (4)
4/20/99 103 (8)
6/15/99 44 (7)
9/16/99 44 (8)

Gregory L. Johnson.......................... 1/27/98 64,200 (1)
1/28/98 57,000 (4)
1/29/98 1,326 (4)
7/21/98 37,610 (4)
11/20/98 36,000 (4)
11/23/98 108 (4)
1/26/99 53,600 (1)

Richard W. Keelty........................... 10/15/97 834 (10)
11/1/97 - 10/31/99 2 (9)
12/12/97 735 (3)
1/27/98 30,600 (1)
1/27/98 8,400 (4)
3/9/98 12,000 (4)
7/21/98 12,000 (4)
7/21/98 19,200 (4)
10/15/98 836 (10)
12/14/98 800 (3)
1/26/99 31,500 (1)
10/15/99 657 (10)

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[Download Table]

NUMBER
OF SHARES
ACQUIRED
NAME TRANSACTION DATE OR SOLD NOTE
---- ---------------- ------- ----

J. Frank Lazo............................... 1/27/98 67,800 (1)
11/20/98 10,400 (4)
1/26/99 44,000 (1)
10/7/99 100,000 (4)

S. Morgan Morton............................ 11/1/97 - 10/31/99 4 (9)
11/14/97 3,843 (4)
1/27/98 64,050 (1)
1/28/98 7,596 (4)
3/18/98 3,792 (4)
4/30/98 3,786 (4)
7/21/98 7,557 (4)
1/26/99 50,000 (1)
4/7/99 7,571 (4)
4/9/99 15,135 (4)

Joseph E. Lynch............................. 1/27/98 19,500 (1)
1/26/99 16,000 (1)

Harold F. Oberkfell......................... 11/10/97 19,200 (4)
12/22/97 78 (3)
1/27/98 38,250 (1)
7/21/98 19,200 (4)
12/31/98 55 (3)
1/26/99 20,000 (1)
8/26/99 9,600 (4)

Rae G. Paltiel.............................. 12/19/97 1,800 (4)
1/27/98 8,100 (1)
1/28/98 4,500 (4)
3/31/98 1,500 (4)
7/21/98 6,900 (4)
11/20/98 8,400 (4)
1/26/99 6,800 (1)

Maurice A. Renshaw.......................... 1/27/98 46,500 (1)
11/23/98 27,400 (4)
10/8/99 3,098 (8)
1/26/99 82,500 (1)
8/21/99 1,777 (10)

Barbara S. Thomas........................... 12/1/97 60,000 (1)
12/8/97 15,000 (11)
1/27/98 35,400 (1)
12/8/98 2,502 (10)
1/26/99 31,500 (1)

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[Download Table]

NUMBER
OF SHARES
ACQUIRED
NAME TRANSACTION DATE OR SOLD NOTE
---- ---------------- ------- ----

John F. Walsh............................... 1/22/98 49,218 (4)
1/27/98 38,700 (1)
10/14/98 300 (3)
1/26/99 25,000 (1)
4/7/99 25,086 (4)
10/7/99 25,086 (4)

Other Participants:

Carol T. Goodrich........................... 1/26/99 1,200 (1)

John J. Howarth............................. 11/1/97 - 10/31/98 50 (5)
1/27/98 540 (1)
11/1/98 - 10/31/99 78 (5)
1/26/99 700 (1)

Stephen J. Mock............................. 11/1/97 - 10/31/98 67 (5)
1/27/98 6,150 (1)
7/23/98 720 (4)
10/15/98 500 (11)
11/1/98 - 10/31/99 157 (5)
1/26/99 5,900 (1)

George J. Shields........................... 1/27/98 7,200 (1)
1/29/98 1,500 (4)
2/25/98 600 (4)
4/30/98 600 (4)
5/1/98 1,200 (4)
7/22/98 1,000 (4)
8/26/98 1,000 (4)
8/27/98 1,000 (4)
9/24/98 1,000 (4)
10/26/98 1,000 (4)
11/19/98 1,000 (4)
11/24/98 1,000 (4)
1/7/99 1,000 (4)
1/26/99 6,800 (1)
3/10/99 1,000 (4)
5/21/99 4,764 (6)
5/31/99 - 10/31/99 76 (5)
9/30/99 1,000 (4)
9/30/99 1,000 (4)
10/1/99 1,000 (4)
10/15/99 510 (11)

------------

NOTES:

(1) Stock option award

(2) Acquisition through exercise of stock option

(3) Disposition pursuant to a bona fide gift

(4) Cashless exercise of stock option

(5) Aggregate number of securities purchased through a 401(k) plan for the
period indicated. A de minimis amount of shares are purchased through an
employee's contribution each pay period.

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(6) Securities purchased through a 401(k) plan on the date indicated through
re-direction of funds invested in such plan.

(7) Open market purchase

(8) Open market sale

(9) Shares purchased through dividend reinvestment plan

(10) Shares withheld for tax purposes in connection with the vesting of
restricted stock

(11) Award of restricted shares (which will generally convert into cash upon a
change in control)

(12) Represents acquisition of common stock equivalents through deposits/credits
to a deferred compensation account for the period indicated. Each Director
of Warner-Lambert may elect to defer his compensation and credit fees
otherwise payable to him to a common stock equivalent account; directors
receive credit for the number of common shares that could have been
purchased with such fees as of the date such fees are payable. Directors
may not make withdrawals from these deferred compensation accounts until
they are no longer members of the board.

INFORMATION REGARDING OTHER PARTIES THAT MAY BE DEEMED TO BE PARTICIPANTS

Warner-Lambert has retained Bear, Stearns & Co. Inc. and Goldman Sachs &
Company to act as its financial advisors in connection with the proposed merger
with American Home Products and in connection with Pfizer's proposals, for which
each of Bear Stearns and Goldman Sachs will receive customary fees, as well as
reimbursement for reasonable out-of-pocket expenses.

Certain employees of Bear Stearns and Goldman Sachs may also assist in the
solicitation of proxies, including by communicating in person, by telephone or
otherwise with a limited number of institutions, brokers or other persons who
are stockholders of Warner-Lambert. Neither Bear Stearns nor Goldman Sachs will
receive separate fees for their solicitation activities. Bear Stearns and
Goldman Sachs are investment banking firms that provide a full range of
financial services for institutional and individual clients. Although neither
Bear Stearns nor Goldman Sachs admits that it or any of its respective
directors, officers, employees or affiliates are a 'participant,' as defined in
Schedule 14A promulgated under the Exchange Act, or that Schedule 14A requires
the disclosure of certain information concerning Bear Stearns or Goldman Sachs,
Bear Stearns and Goldman Sachs may assist Warner-Lambert in such solicitation.

In the normal course of business, each of Bear Stearns and Goldman Sachs
may trade securities of Warner-Lambert for their own account and the accounts of
their respective customers and, accordingly, may at any time hold a long or
short position in such securities. As of November 15, 1999, Bear Stearns held a
net short position of 18,000 shares of Warner-Lambert common stock, and customer
accounts managed by Bear Stearns Asset Management, an affiliate of Bear, Stearns
& Co. Inc., held a net long position of 1,800 shares. As of November 15, 1999,
Goldman Sachs held a net short position of 156,299 shares of Warner-Lambert
common stock; in addition, an affiliate of Goldman, Sachs & Company, Goldman
Sachs Asset Management, serves as an investment advisor to various mutual funds
which in the aggregate held a net long position of 4,104,203 shares. In the
normal course of business, each of Bear Stearns and Goldman Sachs may finance
their respective securities positions by bank and other borrowings and
repurchase and securities borrowing transactions.

Information with respect to the employees of Bear Stearns who may be deemed
'participants' is set forth below. None of the individuals named below owns any
shares of Warner-Lambert common stock or has engaged in any transaction
involving such shares during the past two years. The principal business address
of Bear Stearns and each of the persons listed below is Bear, Stearns & Co.
Inc., 245 Park Avenue, New York, New York 10167.

[Download Table]

NAME TITLE
---- -----

Alan Schwartz Senior Managing Director
Richard L. Metrick Senior Managing Director
Fred McConkey Managing Director

Information with respect to the employees of Goldman Sachs who may be
deemed 'participants' is set forth below. None of the individuals named below
owns any shares of Warner-Lambert common stock or has engaged in any transaction
involving such shares during the past two years. The principal

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business address of Goldman Sachs and each of the persons listed below is
Goldman Sachs & Company, 85 Broad Street, New York, New York 10004.

[Download Table]

NAME TITLE
---- -----

Robert Harrison Managing Director
Suzanne Nora Johnson Managing Director
Wayne Moore Managing Director

Pursuant to the engagement of each of Bear Stearns and Goldman Sachs,
Warner-Lambert has also agreed to reimburse each of Bear Stearns and Goldman
Sachs for certain reasonable out-of-pocket expenses, including the reasonable
fees and disbursements of legal counsel, and to indemnify Bear Stearns and
Goldman Sachs and certain respective related parties from and against certain
liabilities, including liabilities under the federal securities laws, arising
out of their respective engagements.

MISCELLANEOUS INFORMATION CONCERNING PARTICIPANTS

Except as described in this Annex B or in the Revocation of Consent
Statement or in Annex A thereto, none of the persons who may be deemed
'participants' as defined in Schedule 14A promulgated under the Exchange Act nor
any of their respective affiliates or associates (together, the 'Participant
Affiliates'), (1) directly or indirectly beneficially owns any shares of
Warner-Lambert common stock or any securities of any subsidiary of
Warner-Lambert or (2) has had any relationship with Warner-Lambert in any
capacity other than as a stockholder, employee, officer or director.
Furthermore, except as described in this Annex B or in the Revocation of Consent
Statement or in Annex A thereto, no Participant Affiliate is either a party to
any transaction or series of transactions since January 1, 1998, or has
knowledge of any currently proposed transaction or series of transactions,
(1) to which Warner-Lambert or any of its subsidiaries was or is to be a party,
(2) in which the amount involved exceeds $60,000, and (3) in which any
Participant Affiliate had, or will have, a direct or indirect material interest.

Except for the employment agreements described in the Revocation of Consent
Statement or as otherwise described therein or in Annex A thereto or in this
Annex B, no Participant Affiliate has entered into any agreement or
understanding with any person respecting any future employment by Warner-Lambert
or its affiliates or any future transactions to which Warner-Lambert or any of
its affiliates will or may be a party. Except as described in this Annex B or in
the Revocation of Consent Statement or in Annex A thereto, there are no
contracts, arrangements or understandings by any Participant Affiliate within
the past year with any person with respect to Warner-Lambert's securities.

In the event that Pfizer is successful in its efforts to replace the
Warner-Lambert board or in its efforts to acquire 20% or more of
Warner-Lambert's common stock, a change in control may be deemed to have
occurred under the terms of Warner-Lambert's severance plans, and certain
participants in the solicitation may become eligible for severance benefits in
the event they leave the employ of Warner-Lambert following such change in
control. See the section of this Revocation of Consent Statement entitled
'Termination of Employment and Change in Control Arrangements and Other Matters'
for a further description of these severance plans.

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APPENDIX 1
WARNER-LAMBERT COMPANY

THIS REVOCATION OF CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
WARNER-LAMBERT COMPANY IN OPPOSITION TO THE PFIZER CONSENT SOLICITATION.

The undersigned, a holder of shares of common stock, par value $1.00 per share,
of Warner-Lambert Company, is acting with respect to all the shares of common
stock of Warner-Lambert Company held by the undersigned, and hereby revokes any
and all consents that the undersigned may have given in respect of the following
proposals:

THE BOARD OF DIRECTORS OF WARNER-LAMBERT UNANIMOUSLY RECOMMENDS A 'REVOKE
CONSENT' ON EACH PROPOSAL SET FORTH BELOW. PLEASE SIGN, DATE AND MAIL THIS
REVOCATION OF CONSENT CARD TODAY.

1: Remove each of Robert N. Burt, Donald C. Clark, Lodewijk J.R. de Vink, John
A. Georges, William H. Gray III, William R. Howell, LaSalle D. Leffall, Jr.,
George A. Lorch, Alex J. Mandl and Michael I. Sovern, and any other person
(other than those elected pursuant to Pfizer's consent solicitation) elected
or appointed to the Warner-Lambert board of directors prior to the effective
date of Pfizer's proposals.