American Home Products Corporation Management Incentive Plan
(As amended by the Board of Directors on February 6, 1997, subject to approval by stockholders on April 28,
The Management Incentive Plan (the "Plan") is maintained by the Corporation primarily for the purpose of
providing immediate and deferred incentive compensation for a select group of management and highly
compensated employees and is designed to provide for awards to selected key salaried employees in executive,
administrative, technical, professional or other important capacities, who individually, or as members of a group,
contribute in a substantial degree to the success of the Company, thus affording to them a means of participating
in that success and an incentive to contribute further to that success.
The following words and phrases as used herein shall have the meanings set forth below:
(1) "Company" shall mean American Home Products Corporation (the Corporation), and any corporation,
domestic or foreign, 50% or more of whose share voting power is held, directly or indirectly, by the Company.
(2) "Employee" shall mean any key salaried employee of the Company whether or not an Officer or Director,
including individuals whose employment has terminated during the applicable year by reason of death or
(3) "Committee" shall mean the Compensation and Benefits Committee consisting of three or more Corporation
Directors who are not Employees.
(4) "Average Net Capital" shall mean the average of the beginning and ending balances, shown in the
Corporation's Consolidated Balance Sheet, of the Stockholders' Equity and funded debt.
(5) "Net Income" shall mean the "net income for year," after taxes, shown in the Corporation's Consolidated
Statement of Income, adjusted, however, by adding any amount by which such net income after taxes has been
reduced by provision for awards under the Plan.
(6) "Incentive Earnings" shall mean the excess of Net Income for any year over the gre