Retirement Plan For Outside Directors

AMERICAN HOME PRODUCTS CORPORATION
RETIREMENT PLAN FOR OUTSIDE DIRECTORS (the "Plan")
(Amended as of February 24, 1994)


1. PURPOSE
The purpose of the Plan is to enable American Home Products Corporation (the "Company"), by offering retirement and disability benefits to its Outside Directors, to attract and retain outstanding individuals to serve as Outside Directors of the Company. The Plan is effective July 1, 1987.


2. DEFINITIONS
2.01 Annual Retainer: An amount equal to the annual retainer payable to an Outside Director for serving on the Board of Directors of the Company.


2.02 Beneficiary: The person or persons designated by an Outside Director pursuant to Section 7.


2.03 Board: The Board of Directors of the Company.


2.04 Committee: The AHPC Corporate Retirement Committee.


2.05 Disability: Complete and permanent inability, by reason of illness or accident, to perform the individual's duties as an Outside Director. The determination whether an Outside Director has suffered a Disability shall be made by the Committee based upon such evidence as it deems appropriate.
2.06 Outside Director: A director of the Company who is not presently an employee of the Company or any subsidiary.


2.07 Year of Service: An individual shall be credited with a Year of Service for each full year and any partial year served as an Outside Director. An Outside Director who has served as a director of the Company while employed by the Company shall be credited with a Year of Service for each full year and any partial year served as a director and employee of the Company, provided, however, such Director must have at least 5 years of Service as an Outside Director to be eligible for benefits under the Plan. For the purpose a "year" is the twelve month period commencing with the first day of the individual's service as a director of the Company, or any anniversary thereof. Service shall be credited for service as a director of the Company both before and after July 1, 1987, the effective date of the Plan.


3. ADMINISTRATION
The Plan shall be administered by the Committee, which shall have the exclusive authority to take any action necessary or appropriate for the proper administration of the Plan. The Committee's interpretation of the Plan, and all actions taken within the scope of its authority, shall be final and binding on the Company, and its Outside Directors.


4. PARTICIPATION
An individual who is an Outside Director as of July 1, 1987 shall participate in the Plan as of that date. Each individual who subsequently becomes an Outside Director shall commence participation in the Plan on the first day of service as an Outside Director.


5. OUTSIDE DIRECTORS RETIREMENTS BENEFITS
5.01(a) Eligibility For Retirement Benefits. Upon any termination of service as an Outside Director due to retirement after the Outside Director has attained age 65 and has ten or more Years of Service, such Outside Director shall be entitled to receive from the Company an annual retirement benefit commencing in the quarter of the calendar year next following the quarter of the calendar year in which the Outside Director's service terminates as ...