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.
2.01 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
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.