AMERICAN HOME PRODUCTS CORPORATION
1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Initially approved by stockholders on April 20, 1994 and as amended by the Board of Directors on January 28,
Section 1. Purpose. The purpose of the Restricted Stock Plan for Non-Employee Directors of American Home
Products Corporation is to attract and retain qualified persons who are not employees or former employees of
the Corporation or any of its subsidiaries or affiliates for service as members of the Board of Directors by
granting such directors shares of the Company's Common Stock, which are restricted in accordance with the
terms and conditions set forth below, and thereby encouraging ownership in the Company by non-employee
Section 2. Definitions. Whenever used herein, unless the context otherwise indicates, the following terms shall
have the respective meaning set forth below:
Act: The Securities Exchange Act of 1934, as amended.
Board Membership: The period of time during which a person serves on the Board of Directors, regardless of
whether occurring before or after the Effective Date.
Board of Directors (or Board): The Board of Directors of the Company.
Committee: The Compensation and Benefits Committee of the Board of Directors appointed to administer the
Plan in accordance with
Section 7 hereof.
Common Stock: Common Stock, par value $.33 1/3 per share, of American Home Products Corporation.
Company: American Home Products Corporation or any successor to it in ownership of substantially all of its
assets, whether by merger, consolidation or otherwise.
Director: Any member of the Board of Directors.
Disability: A medically determinable physical or mental impairment which renders a participant substantially
unable to function as a Director.
Effective Date: The date specified in Section 10 hereof.
Eligible Director (or Non-Employee Director): Any Director who is not an employee or former employee of the
Company or any of its subsidiaries or