RESTRICTED STOCK TRUST AGREEMENT
UNDER THE 1993 STOCK INCENTIVE PLAN
This Declaration of Trust is made effective as of April 20, 1994 and entered into by and between American
Home Products Corporation (the "Company") which adopts this Trust Agreement and Jack M. O'Connor,
(hereinafter referred to as the "Trustee") as Trustee. This Trust is established to implement the Restricted Stock
Performance Award Agreements entered into between the Company and certain key employees under the 1993
Stock Incentive Plan (the "Plan").
ARTICLE I TITLE AND DEFINITIONS
1.1 Title This Trust Agreement shall be known as the Restricted Stock Trust.
1.2 Definitions All of the definitions set forth in Section 2 of the Plan are hereby incorporated by reference.
Notwithstanding any inference to the contrary contained in said Plan, the Trustee's rights, powers, titles, duties,
responsibilities, discretions and immunities shall be governed solely by this Trust Agreement without reference to
the provisions of the Plan.
2.1 Committee The Company shall notify the Trustee, in writing, of the names of the members of the committee
appointed pursuant to the terms of the Plan ("Committee"), including the persons acting as Secretary and
Assistant Secretary, respectively, and of any change in the identity of the members of the Committee. Until so
notified of a change, the Trustee shall act upon the direction of the members of the Committee last designated by
the Company in writing.
2.2 Committee Directions to Trustee All directions by the Committee to the Trustee shall be in writing and signed
by the member or members of the Committee specifically authorized to give the Trustee written directions, or by
the agents of the Committee as may be designated under
Section 2.5 hereof, which authorizations shall likewise be contained in a written notice to the Trustee. The
Company shall furnish to the Trustee specimen signatures of the members of the Committee at the time they are