AMERICAN HOME PRODUCTS CORPORATION
DEFERRED COMPENSATION PLAN
Effective as of July 31, 1997
The purpose of the Deferred Compensation Plan (the "Plan") is to encourage the retention of a key group of
management employees by allowing them to defer various types of compensation.
SECTION ONE - DEFINITIONS
Whenever used in the Plan, the following terms shall have the following meanings:
(a) " Administrator " - means the Committee or such entity or person to whom the Committee may delegate
responsibility for administration of the Plan.
(b) " Beneficiary " - means one or more persons or entities (including a trust or estate) designated by an
Employee, at any time or from time to time, to receive any payment under the Plan at or after such Employee's
death. Such designation shall be made on a form provided or approved by the Administrator. If at any time a
deferred amount shall become payable at or after the death of an Employee, and there shall not be in existence
any person or entity so designated, then "Beneficiary" means the estate of such Employee.
(c) " Board of Directors " - means the Board of Directors of the Company.
(d) A " Change of Control " - shall be deemed to have occurred if (i) any "person" (as that term is used in
Sections 13 and 14(d)(2) of the Exchange Act) other than a Permitted Holder (as defined below) is or becomes
the beneficial owner (as that term is used in Section 13(d) of the Exchange Act), directly or indirectly, of fifty
percent (50%) or more of either the outstanding shares of Common Stock or the combined voting power of the
Company's then outstanding voting securities entitled to vote generally,
(ii) during any period of two (2) consecutive years, individuals who constitute the Board of Directors of the
Company at the beginning of such period cease for any reason to constitute at least a majority thereof, unless the
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or the nomination for election by the Company's stockholders of each new director was approved by a vote of at