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. DEFINITIONS
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 subsidiary.
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.
3. ADMINISTRATION
The Plan shall be administered by the Committee, which shall
have the exclusive authority to take any action necessary or
appropriate for the proper administration of the Plan. The
Committee's interpretation of the Plan, and all actions taken
within the scope of its authority, shall be final and binding on
the Company, and its Outside Directors.
4. PARTICIPATION
An individual who is an Outside Director as of July 1, 1987
shall participate in the Plan as of that date. Each individual who
subsequently becomes an Outside Director shall commence
participation in the Plan on the first day of service as an Outside
Director.
5. OUTSIDE DIRECTORS RETIREMENTS BENEFITS
5.01(a) Eligibility For Retirement Benefits. Upon any
termination of service as an Outside Director due to retirement
after the Outside Director has attained age 65 and has ten or more
Years of Service, such Outside Director shall be entitled to
receive from the Company an annual retirement benefit commencing in
the quarter of the calendar year next following the quarter of the
calendar year in which the Outside Director's service terminates as
set forth below. In the case of an Outside Director who has ten or
more Years of Service who has a termination of service for any
reason as an Outside Director before age 65, such Outside Director
shall be entitled to receive a retirement benefit upon attaining
age 65.
Upon any termination of service as an Outside Director due to
Disability at any time after the Outside Director has completed ten
or more Years of Service, an Outside Director shall be entitled to
receive from the Company an annual retirement benefit commencing in
the next quarter of the calendar year following the quarter of the
calendar year in which the Outside Director's service terminates
due to Disability as set forth below. Such annual retirement
benefit shall continue even through an Outside Director has
recovered from a Disability at a future date.
If an Outside Director who has completed ten or more Years of
Service dies before receiving any retirement benefit under the
Plan, his Beneficiary or his estate or his Beneficiary's estate,
determined in accordance with Section 7 of the Plan, shall be paid
in a lump sum an amount equal to five times the Annual Retainer in
the calendar quarter following his date of death.
(b) Amount of Retirement Benefit. The annual retirement
benefit shall equal the Annual Retainer, and shall be payable to
the Outside Director for his life. Each annual retirement benefit
shall be payable quarterly by dividing the Annual Retainer into
four equal installments. The retirement benefit paid to Outside
Directors before January 27, 1994 will be based on the Annual
Retainer in effect on the date on which the Outside Director's
service as a Director of the Company ceases due to retirement,
disability or death. The retirement benefit paid to Outside
Directors on or after January 27, 1994 will be based on the then
current Annual Retainer in effect for the year for which the
payment is made.
If the Outside Director dies after becoming eligible for
benefits under Section 5.01(a) but prior to receiving five annual
retirement benefit payments under the Plan, an amount equal to five
times the Annual Retainer, less any annual retirement benefit
payments received by the Outside Director, shall be paid in a lump
sum to the Outside Director's Beneficiary (or other recipient as
provided in Section 7 of the Plan) and no further benefit shall be
payable. If the Outside Director dies after receiving five annual
retirement benefit payments under the Plan, no further benefit
shall be payable, except that if the Outside Director dies between
quarterly payments the quarterly annual retirement benefit shall be
prorated up to the date of his death and such amount shall be paid
to his Beneficiary or to his estate or the Beneficiary's estate in
accordance with Section 7.
6. LIMITATION ON RIGHT TO RECEIVE BENEFITS
An Outside Director, a Beneficiary and their respective
estates shall have no right to receive benefits under the Plan (or
to receive additional benefits if benefits have already commenced)
if, in the opinion of the Board, the Outside Director has engaged
in an act of misconduct or otherwise engaged in conduct contrary to
the best interest of the Company.
7. DESIGNATION OF BENEFICIARY
An Outside Director may designate a person or persons (the
"Beneficiary") to receive, after the Outside Director's death, any
remaining benefits payable under the Plan. Such designation shall
be made by the Outside Director on a form prescribed by the
Committee. The Outside Director may at any time change or revise
such designation by filing a new form with the Committee. If the
Outside Director does not designate a Beneficiary or the
Beneficiary predeceases the Outside Director, any remaining
benefits payable under the Plan after the Outside Director's death
shall be paid to the Outside Director's estate. If the Beneficiary
survives the Outside Director but dies prior to receiving the
benefits payable under the Plan, the benefits shall be paid to the
Beneficiary's estate.
8. AMENDMENT AND TERMINATION
The Board may at any time amend or terminate the Plan. No
such amendment or termination shall reduce the amount of an Outside
Director's Plan benefits which have accrued prior to the amendment
or termination without the consent of the Outside Director (or, in
the event of death, the Outside Director's Beneficiary or estate).
9. MISCELLANEOUS PROVISIONS
9.01 Neither the establishment of the Plan, nor any action
taken thereunder, shall in any way obligate the Company to nominate
an Outside Director for reelection or continue to retain an Outside
Director on the Board.
9.02 Except as provided in Section 7, an Outside
Director's or Beneficiary's rights under the Plan, including the
right of receive moneys due thereunder, may not be assigned or
transferred, and any attempted assignment or transfer shall be null
and void.
9.03 The Plan shall be unfunded. All benefits payable
under the Plan shall be paid from the general assets of the
Company, which are subject to the claims of the Company's general
creditors.
9.04 The Plan shall be binding upon any successors to the
Company by merger, acquisition, consolidation or otherwise.
9.05 The masculine gender shall be deemed to refer to the
feminine wherever appropriate.
9.06 The provisions of the Plan shall be governed by the
laws of the State of New York.
AMERICAN HOME PRODUCTS CORPORATION
RETIREMENT PLAN FOR OUTSIDE DIRECTORS (the "Plan")
BENEFICIARY DESIGNATION FORM
In accordance with Section 7 of the Plan, I hereby designate
the following persons as my primary and secondary beneficiaries.
Primary Beneficiary Secondary Beneficiary
Name __________________________ ________________________
Address _________________________ ________________________
Relationship______________________ _________________________
Soc. Sec. No._____________________ _________________________
The primary beneficiary shall receive after my death any remaining
benefits payable under the Plan. If the primary beneficiary does
not survive me but the secondary beneficiary does survive me, such
benefits shall be paid to the secondary beneficiary.
I understand that if neither of the above designated beneficiaries
survives me, or if I have not designated a beneficiary as of the
date of my death, any remaining benefits payable under the Plan
after my death shall be paid to my estate.
________________________________ ________________________________
Date Outside Director