1994 Restricted Stock Plan - Directors

1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


(Initially approved by stockholders on April 20, 1994 and as
amended by the Board of Directors on June 21, 2001)


Section 1. Purpose. The purpose of the Restricted Stock Plan for Non-Employee Directors of American Home Products Corporation is to attract and retain qualified persons who are not employees or former employees of the Company or any of its subsidiaries or affiliates for service as members of the Board of Directors by granting such Directors shares of the Company's Common Stock, which are restricted in accordance with the terms and conditions set forth below, and thereby encouraging ownership in the Company by non-employee Directors.


Section 2. Definitions. Whenever used herein, unless the context otherwise indicates, the following terms shall have the respective meaning set forth below:


Act: The Securities Exchange Act of 1934, as amended.


Board Membership: The period of time during which a person serves on the Board of Directors, regardless of whether occurring before or after the Effective Date.


Board of Directors (or Board): The Board of Directors of the Company.


Committee: The Compensation and Benefits Committee of the Board of Directors appointed to administer the Plan in accordance with Section 7 hereof.


Common Stock: Common Stock, par value $.33 1/3 per share, of American Home Products Corporation.


Company: American Home Products Corporation or any successor to it in ownership of substantially all of its assets, whether by merger, consolidation or otherwise.


Director: Any member of the Board of Directors.


Disability: A medically determinable physical or mental impairment which renders a participant substantially unable to function as a Director.


Effective Date: The date specified in Section 10 hereof.


Eligible Director (or Non-Employee Director): Any Director who is not an employee or former employee of the Company or any of its subsidiaries or affiliates.


Participant: Each Director to whom Restricted Stock is granted under the Plan.


Plan: The 1994 Restricted Stock Plan for Non-Employee Directors of American Home Products Corporation.


Restricted Period: The period of time from the date of grant of the Restricted Stock until the earliest to occur of the events described in Section 4(b) hereof.


Retirement Benefit: A normal benefit payable under the Retirement Plan.


Retirement Plan: The American Home Products Corporation Retirement Plan for Outside Directors, as amended.


Restricted Stock: Common Stock granted under the Plan which is subject to restrictions in accordance with Section 4 hereof.


Year of Board Membership: 365 consecutive days of Board Membership.


Section 3. Eligibility and Grants.


(a) Grants. To be eligible to participate in the Plan, a Director must not be an employee or former employee of the Company or any of its subsidiaries or affiliates. Each Eligible Director on the Effective Date of the Plan shall receive a grant of eight hundred (800) shares of Restricted Stock. In addition, each person who becomes an Eligible Director for the first time after the Effective Date of the Plan shall also receive a grant of eight hundred (800) shares of Restricted Stock, effective as of the date of such person's election as an Eligible Director. Thereafter, each Eligible Director shall be granted eight hundred (800) shares of Restricted Stock for each subsequent Year of Board Membership, up to a maximum of four thousand (4,000) shares of Restricted Stock per Eligible Director. Notwithstanding anything to the contrary contained in this Plan, if a Participant shall terminate service as a Director due to death or Disability prior to having been granted the maximum number of shares of Restricted Stock hereunder and provided the Participant is not then eligible for a Retirement Benefit under the Retirement Plan, then such Participant, or such Participant's beneficiary or estate, as the case may be, shall be granted additional shares of Restricted Stock which together with the shares previously granted under the Plan will equal such maximum number of shares and all restrictions applicable to such shares shall lapse on the later of the date of such termination of service or six months after the date of grant. If required by the Committee, each grant of Restricted Stock shall be evidenced by a written agreement duly executed by or on behalf of the Company and the Participant.


b) Number of Shares. The total number of shares of Restricted Stock which may be granted under the Plan shall not exceed 100,000. The shares may be authorized and unissued or issued and reacquired shares, as the Board of Directors from time to time may determine. Shares of Restricted Stock that are forfeited before the restrictions lapse shall be available for subsequent grants of Restricted Stock under the Plan.


(c) Non-Consecutive Terms. An Eligible Director who is elected to non-consecutive terms of Board Membership shall receive additional grants of shares of Restricted Stock at the time of such re-election to the Board and thereafter as provided in Section 3, provided that the amounts so granted, when aggregated with the number of shares of Restricted Stock previously granted to such Director with respect to which the restrictions thereon shall have lapsed, does not exceed four thousand (4,0 ...