1994 Restricted Stock Plan

AMERICAN HOME PRODUCTS CORPORATION

1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

(Approved by stockholders on April 20, 1994.)


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 Corporation 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 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) Grant. 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 two hundred (200) 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 two hundred (200) 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 two hundred (200) shares of Restricted Stock for each subsequent Year of Board Membership, up to a maximum of one thousand (1,000) share 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 ...