AMERICAN HOME PRODUCTS CORPORATION
DEFERRED COMPENSATION PLAN
Effective as of July 31, 1997
As Amended Effective November 19, 1998
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
(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 election or the nomination for
election by the Company's stockholders of each new dire