AMERICAN HOME PRODUCTS CORPORATION
                           DEFERRED COMPENSATION PLAN

                    Amended and Restated as of April 1, 2001

     PURPOSE The American Home Products Corporation  Deferred  Compensation Plan
(the "Plan") is an unfunded  deferred  compensation  plan, that provides certain
key  employees of American  Home Products  Corporation,  a Delaware  corporation
("AHPC")  and its  wholly-owned  Subsidiaries  in the United  States,  including
Puerto  Rico  (together  with  AHPC,  the  "Company")  with the  opportunity  to
voluntarily defer receipt of a portion of their  compensation.  AHPC adopted the
Plan to enable the  Company to attract and retain a select  group of  management
and highly compensated Employees.

                            SECTION ONE - DEFINITIONS

     Whenever used in the Plan,  unless clearly  apparent from the context,  the
following terms shall have the following meanings:

(a)  "Administrator"  means the  Committee  or such entity or person to whom the
     Committee may delegate responsibility for administration of the Plan.

(b)  "AHPC  ERP"  means  the  American  Home  Products   Corporation   Executive
     Retirement Plan, as amended from time to time.

(c)  "AHPC SERP"  means the  American  Home  Products  Corporation  Supplemental
     Executive Retirement Plan, as amended from time to time.

(d)  "AHPC SESP"  means the  American  Home  Products  Corporation  Supplemental
     Employee Savings Plan, as amended from time to time.

(e)  "Amended and Restated Effective Date" means April 1, 2001.

(f)  "Base Salary" means, except as set forth in the next sentence, for purposes
     of deferrals  under the Plan, the annual base cash  compensation to be paid
     during a Plan Year by the  Company to an  Eligible  Employee  for  services
     rendered during such Plan Year.  Notwithstanding the foregoing,  solely for
     purposes of determining whether an Employee is an Eligible Employee,  "Base
     Salary"  means  the  annual  base  compensation  from  all  sources  (i.e.,
     regardless of whether  United  States source or foreign  source) to be paid
     during a Plan Year by AHPC and its Subsidiaries to an Employee for services
     rendered during such Plan Year.

(g)  "Beneficiary"  means one or more persons or entities  (including a trust or
     estate)  designated  by a  Participant  to  receive  payment  of any unpaid
     balance in the  Participant's  Deferral Account under the Plan in the event
     of the  Participant's  death.  Such  designation  shall  be  made on a form
     provided  by  the  Recordkeeper  and  approved  by  the   Administrator  in
     accordance with its rules as provided in Section 9(i).

(h)  "Board of Directors" means the Board of Directors of AHPC.

(i)  "Bonus  Compensation" means cash compensation to be paid during a Plan Year
     to an Eligible  Employee by the Company  for  services  rendered  under any
     incentive  compensation  or bonus  plan,  program or  arrangement  which is
     maintained or which may be adopted by the Company.

(j)  "Change  in  Control"  means  the  first to  occur of any of the  following
     events:

     (i)  any person or persons acting in concert (excluding AHPC benefit plans)
          becomes the  beneficial  owner of  securities  of AHPC having at least
          twenty  percent  (20%) of the voting power of AHPC's then  outstanding
          securities   (unless  the  event  causing  the  twenty  percent  (20%)
          threshold to be crossed is an acquisition of voting common  securities
          directly from AHPC); or

     (ii) the consummation of any merger or other business  combination of AHPC,
          sale or  lease of  AHPC's  assets,  or  combination  of the  foregoing
          transactions   (the   "Transactions"),   other   than  a   Transaction
          immediately  following which the shareholders of AHPC who owned shares
          immediately  prior  to  the  Transaction  (including  any  trustee  or
          fiduciary of any AHPC  employee  benefit plan) own, by virtue of their
          prior ownership of AHPC's shares, at least sixty-five percent (65%) of
          the  voting  power,  directly  or  indirectly,  of (a)  the  surviving
          corporation in any such merger or other business combination;  (b) the
          purchaser or lessee of the AHPC's  assets;  or (c) both the  surviving
          corporation   and  the  purchaser  or  lessee  in  the  event  of  any
          combination of Transactions; or

     (iii)within  any  twenty-four  (24)  month  period,  the  persons  who were
          directors  immediately  before  the  beginning  of  such  period  (the
          "Incumbent  Directors")  shall cease (for any reason other than death)
          to  constitute  at least a majority of the Board of  Directors  or the
          board of  directors  of a successor  to AHPC.  For this  purpose,  any
          director who was not a director at the  beginning of such period shall
          be deemed to be an Incumbent  Director if such director was elected to
          the Board of  Directors  by, or on the  recommendation  of or with the
          approval of, at least  two-thirds of the directors who then  qualified
          as Incumbent  Directors (so long as such director was not nominated by
          a person who has  expressed an intent to effect a Change in Control or
          engage in a proxy or other control contest).

     (k)  "Code" means the Internal  Revenue Code of 1986,  as amended from time
          to time.

     (l)  "Committee" means the Compensation and Benefits Committee of the Board
          of Directors.

     (m)  "Company"  means  American  Home  Products  Corporation,   a  Delaware
          corporation  ("AHPC"),  together with its wholly owned Subsidiaries in
          the United States, including Puerto Rico.

     (n)  "Deemed  Interest"  means the amount of interest  that would have been
          earned had an amount  deferred  hereunder  been invested at the Deemed
          Rate of Interest.

     (o)  "Deemed  Rate of  Interest"  - means  (i) prior to June 1,  1999,  the
          average of the quarter  end yields for a ten (10) year  period  ending
          September  30 of the prior  year of the ten (10)  year  U.S.  Treasury
          notes plus two percent (2%);  and (ii)  thereafter,  ten percent (10%)
          per annum,  compounded  quarterly.  The  Deemed  Rate of  Interest  in
          subparagraph  (ii) above may be increased  or  decreased  from time to
          time by the Board of  Directors as it may deem  appropriate;  provided
          that no such decrease shall be effective for Deemed Interest  accruing
          prior to the latest of: (i) April 1, 2004,  (ii) the date of the Board
          of Directors  action  implementing  such decrease,  and (iii) the date
          such decrease is communicated generally to Participants; and provided,
          further,  that,  if  effective  on or after April 1, 2004 the Board of
          Directors  decreases  the Deemed  Rate of  Interest  below ten percent
          (10%) per annum,  such  decrease  shall not apply to any amounts which
          were deferred as of April 1, 2004 and with respect to which the Deemed
          Rate of  Interest  has been  selected  at all times from April 1, 2004
          through the date of such decrease, and the ten percent (10%) per annum
          rate shall continue to apply with respect to such amounts  (unless and
          until another Investment Option is subsequently elected).

     (p)  "Deferral   Account"  means  a  bookkeeping   account  (including  all
          subaccounts)  maintained by the  Recordkeeper  for each Participant to
          record his or her balance  under the Plan.  A  Participant's  Deferral
          Account  shall  consist  of the  sum of:  (i)  all of a  Participant's
          deferrals under the Plan, whether made before or after the Amended and
          Restated Effective Date, including amounts rolled into the Predecessor
          Plan as of the Original  Effective Date, plus or minus (ii) Investment
          Earnings/Losses  on those  amounts in accordance  with the  applicable
          crediting  provisions  of the Plan that  relate  to the  Participant's
          Deferral Account, minus (iii) all distributions or withdrawals made to
          a  Participant  or his or her  Beneficiary  pursuant  to the Plan that
          relate to his or her Deferral Account.

     (q)  "Disability"  means a period of disability  during which a Participant
          qualifies  for  permanent  disability  benefits  under  the  Company's
          long-term  disability  plan, or, if a Participant does not participate
          in such a plan, a period of  disability  during which the  Participant
          would have  qualified for permanent  disability  benefits under such a
          plan  had the  Participant  been a  Participant  in  such a  plan,  as
          determined in the sole discretion of the Administrator. If the Company
          does not sponsor such a plan, or  discontinues to sponsor such a plan,
          Disability  shall  be  determined  by the  Administrator  in its  sole
          discretion.

     (r)  "Election Form" means the form or forms  established from time to time
          by the Administrator,  that a Participant completes, signs and returns
          to the Recordkeeper to make an election under the Plan.

     (s)  "Eligible  Employee"  means an active  Employee  of the Company who is
          scheduled  to receive  Base  Salary for the Plan Year of not less than
          one  hundred  fifty-five  thousand  dollars  ($155,000)  or such other
          amount as may be  determined  from time to time by the  Administrator.
          The determination of whether an Employee is an Eligible Employee shall
          be made at the sole discretion of the Administrator.

     (t)  "Employee" means any employee of the Company.

     (u)  "Executive   Retirement  Payments"  means  the  payments  an  Eligible
          Employee is eligible to receive from the AHPC ERP, the AHPC SERP,  and
          the AHPC SESP.

     (v)  "Investment  Earnings/Losses"  means the income, gains and losses that
          would have been  realized had an amount  deferred  hereunder  actually
          been  invested  in the  Investment  Option or  Options  selected  by a
          Participant.

     (w)  "Investment  Options"  means  the  investment  options  as  listed  in
          Appendix A, which is attached hereto and  incorporated  herein by this
          reference,  that are used as  hypothetical  investment  options  among
          which the  Participant  may  allocate  all or a portion  of his or her
          Deferral  Account.  The  Administrator  may amend or change  available
          Investment Options (other than the Deemed Rate of Interest  Investment
          Option)  from  time  to  time  as it  deems  appropriate  in its  sole
          discretion,  as provided for in Section 7(f); it being understood that
          the  Deemed  Rate of  Interest  may be  amended  only by the  Board of
          Directors in accordance with Section 1(o) above.

     (x)  "Normal  Retirement  Date" shall have the same meaning as set forth in
          the  American  Home  Products  Corporation  Retirement  Plan -  United
          States.

     (y)  "Original  Effective  Date" means the original  effective date for the
          Predecessor Plan, which was July 31, 1997.

     (z)  "Participant"  means an Employee or Retiree  (for so long as he or she
          retains a Deferral  Account  under the  Plan):  (i) who at the time of
          commencement of his or her  participation  in the Plan was an Eligible
          Employee,  (ii) who elects to participate in the Plan, (iii) who signs
          and returns all  enrollment  forms required by the  Recordkeeper,  and
          (iv) whose signed form(s) are accepted by the  Recordkeeper.  The term
          "Participant" shall include an individual, including a Retiree, who is
          not  making  deferrals  but  retains a  Deferral  Account  in the Plan
          (including through the Predecessor Plan).

     (aa) "Plan"  means  the  American   Home  Products   Corporation   Deferred
          Compensation  Plan as set forth herein and as it may be amended and/or
          restated from time to time.

     (bb) "Plan Year" means the calendar year.

     (cc) "Predecessor  Plan" means the AHPC Deferred  Compensation  Plan, which
          was effective as of July 31, 1997, and which replaced and subsumed all
          Company sponsored  deferral plans or programs that existed for members
          of a select group of management Employees prior to July 31, 1997.

     (dd) "Recordkeeper"  means the entity  selected by the  Administrator  from
          time  to  time  to  maintain  records  of  the  Deferral  Accounts  of
          Participants and provide administrative services.

     (ee) "Retiree" - means an individual who is Retired.

     (ff) "Retirement",   "Retire(s)"  or  "Retired"   means   separation   from
          employment  from the  Company  for any  reason  other  than a leave of
          absence, death or Disability on or after the earlier of the attainment
          of (i) age sixty-five  (65) or (ii) age fifty-five  (55) with five (5)
          Years of Service.

     (gg) "Retirement  Benefit" means the type and form of payments available to
          a Participant upon Retirement as described in Section 8(b).

     (hh) "Retirement Benefit Installment Payout Dates" means, with respect to a
          deferral made by a Participant,  the first day of the calendar quarter
          elected (initially or upon re-deferral pursuant to Section 8(b)(3)) by
          the Participant for the  commencement of installment  payments and, in
          the case of annual installments, the anniversary dates thereof and, in
          the case of  quarterly  installments,  the first day of each  calendar
          quarter thereafter,  in each case through the final installment payout
          date  elected  by the  Participant  with  respect  to  such  deferral;
          provided  that the first of such  dates  shall be (A) with  respect to
          Executive Retirement Payments,  not less than twelve (12) months after
          the  Participant's  Retirement  date and (B) with respect to all other
          Retirement Benefit payments, on or after the Participant's  Retirement
          date; and provided,  further,  that the final installment  payout date
          with  respect to such  deferral  occurs (X) no earlier than the second
          anniversary of the first installment payment and (Y) no later than the
          earlier of (I) the quarter prior to the fifteenth  anniversary  of the
          first  installment  payment and (II) the fifteenth  anniversary of the
          Participant's Normal Retirement Date.

     (ii) "Retirement  Benefit Lump Sum Payout  Date"  means,  with respect to a
          deferral made by a Participant,  the first day of the calendar quarter
          elected (initially or upon re-deferral pursuant to Section 8(b)(3)) by
          the  Participant  for a  lump  sum  payout  of a  Retirement  Benefit;
          provided  that  such  date  shall be (A)  with  respect  to  Executive
          Retirement  Payments,  not less  than  twelve  (12)  months  after the
          Participant's  Retirement  date  and (B)  with  respect  to all  other
          Retirement Benefit payments, on or after the Participant's  Retirement
          date; and provided, further, that such date shall be no later than the
          fifteenth anniversary of the Participant's Normal Retirement Date.

     (jj) "Retirement  Eligible"  means a Participant who is an Employee and who
          has  attained  the  earlier of (i) age  sixty-five  (65),  or (ii) age
          fifty-five (55) with five (5) Years of Service.

     (kk) "Severance  Payments"  means  severance  payments  (including  pension
          enhancements)   payable  pursuant  to  Change  in  Control   severance
          agreements  entered  into  between  AHPC and  members  of the  Finance
          Committee, Operations Committee, and other principal elected corporate
          officers  and key  Employees  of AHPC,  which  provide  for  severance
          benefits  to such  Employees  in the  event  of their  termination  of
          employment following a Change in Control.

     (ll) "Short-Term   Payout"  means  the  type  of  payout   available  to  a
          Participant as described in Section 8(a).

     (mm) "Short-Term  Payout Date" means,  with respect to a deferral made by a
          Participant,  the first day of the  calendar  quarter  elected  by the
          Participant  for payment of a Short-Term  Payout;  provided  that such
          date  shall  be in a Plan  Year  which,  in  the  case  of an  initial
          election,  is at least three (3) but no more than  fifteen  (15) years
          after the end of the Plan Year in which the deferral occurs and in the
          case of a re-deferral  pursuant to Section 8(a)(2),  is at least three
          (3) but not more than  fifteen  (15) years after the date on which the
          Short-Term Payout, but for the re-deferral,  would have been paid; and
          provided,  further, that in each case such date shall be no later than
          the fifteenth anniversary of the Participant's Normal Retirement Date.

     (nn) "Subsidiary(ies)"   means,   as  to  any  person,   any   corporation,
          partnership  or joint  venture,  of which (or in which)  such  person,
          together with one or more of its subsidiaries,  directly or indirectly
          owns more than fifty  percent  (50%) of the interest in the capital or
          profits of such corporation, partnership or joint venture.

     (oo) "Trust  Agreement"  means an  agreement  between  the Trustee and AHPC
          covering  a grantor  trust  which  AHPC may,  in its sole  discretion,
          establish in connection with the Plan as described in Section 9(g).

     (pp) "Trustee"  means  the  trustee  named by AHPC from time to time as the
          trustee for the Trust Agreement.

     (qq) "Year  of  Service"  shall  have  the  same  meaning  as in  the  AHPC
          Retirement Plan.

     (rr) "Yearly or Quarterly Installment Method" means a yearly (or quarterly)
          installment payment over the number of years (or quarters) selected by
          the  Participant in accordance  with the Plan,  calculated as follows:
          the Deferral Account of the Participant  shall be calculated as of the
          close  of  business  on the  date of  reference  (or,  if the  date of
          reference is not a business day, on the immediately following business
          day).  The date of  reference  with  respect  to the first  yearly (or
          quarterly)  installment  payment dates shall be as provided in Section
          1(hh), and the date of reference with respect to subsequent yearly (or
          quarterly)  installment payment dates shall be the anniversary date or
          dates  thereof in the  applicable  year.  The  yearly  (or  quarterly)
          installment  shall be  calculated  by  multiplying  the portion of the
          Deferral  Account  not  allocated  to the Deemed  Interest  Investment
          Option  by a  fraction,  the  numerator  of which is one (1),  and the
          denominator of which is the remaining  number of yearly (or quarterly)
          payments due the  Participant.  By way of example,  if the Participant
          elects ten (10) yearly (or forty (40) quarterly) installment payments,
          the first payment shall be one-tenth (1/10) (or  one-fortieth  (1/40))
          of the Deferral  Account,  calculated as described in this definition.
          For the following  payment,  the payment shall be one-ninth  (1/9) (or
          one  thirty-ninth  (1/39))  of the  Deferral  Account,  calculated  as
          described in this definition.

               SECTION TWO - DEFERRALS UNDER THE PREDECESSOR PLAN

     Prior  to the  Amended  and  Restated  Effective  Date  of the  Plan,  AHPC
maintained  the  Predecessor  Plan,  which allowed  members of a select group of
management or highly compensated  employees to defer receipt of various types of
compensation.  In addition,  some of those employees had separate  non-qualified
plan  balances  consolidated  into  the  Predecessor  Plan  as of  the  Original
Effective Date. Except as otherwise  provided herein,  any Participant who has a
Deferral Account as of the Amended and Restated Effective Date shall continue to
have that portion of his or her Deferral Account that is in existence as of that
date governed under the Plan by the  distribution  provisions of the Predecessor
Plan as elected by the Participant  prior to the Amended and Restated  Effective
Date. Notwithstanding the foregoing, a Participant with such a balance who is an
Eligible Employee on March 31, 2001, shall have the right (1) by June 1, 2001 to
amend any distribution election made prior to the Amended and Restated Effective
Date to conform with the distribution  options allowed under Section 8, provided
that (i) such  election is in a form and manner  approved by the  Administrator,
(ii) to the extent that such  amendment  relates to the deferrals of Base Salary
for the 2001 Plan Year, the distribution  election designated by the Participant
in such amendment shall govern all deferrals of Base Salary during the 2001 Plan
Year and (iii) any such  election  does not  apply  (A) to the  portion  of each
balance that is otherwise  payable under a prior election  within six (6) months
of June 1, 2001,  or (B) to the extent that it would  accelerate  the payment of
any distribution to a date on or before December 1, 2001; and (2) thereafter, to
amend any distribution election in accordance with and subject to the provisions
of Section 8. Further,  notwithstanding the foregoing, a Participant with such a
balance may elect Investment Options with respect thereto in accordance with and
subject to the provisions of Section 7(d).

                    SECTION THREE - PARTICIPATION IN THE PLAN

     (a) Participation on the Amended and Restated Effective Date. A Participant
in the  Predecessor  Plan on the  Amended  and  Restated  Effective  Date  shall
continue to be a  Participant  in the Plan. An Employee who is not a Participant
as of the Amended and Restated Effective Date but is an Eligible Employee, shall
become a Participant as of the Amended and Restated  Effective Date if he or she
completes  and  files  in a  timely  manner  all  forms  required  to  become  a
Participant in the Plan in accordance  with the enrollment  procedures set forth
below.

     (b)  Participation  after the  Amended  and  Restated  Effective  Date.  An
Employee who is an Eligible Employee on the Amended and Restated Effective Date,
and who does not  initially  elect to become a  Participant,  or an Employee who
first becomes an Eligible Employee after the Amended and Restated Effective Date
during a Plan  Year,  may  commence  participation  in the Plan as set  forth in
Section 3(c) and (d) below.

     (c) Enrollment Requirements. As a condition to participation, each Eligible
Employee who elects to  participate  in the Plan shall  complete,  execute,  and
return to the  Recordkeeper  such forms as are required from time to time by the
Administrator,  and all such forms must be submitted to the Recordkeeper  within
thirty (30) days (or such other time period as the  Administrator  determines in
its sole  discretion)  of the date that an Employee is first notified that he or
she is an Eligible Employee.  In addition,  the Administrator may establish from
time to time such other  enrollment  requirements  as it  determines in its sole
discretion are appropriate.

     (d)  Commencement  of  Participation.  Except as provided  in Section  3(a)
above, once an Eligible Employee has met all of the enrollment  requirements set
forth in the  Plan,  including  returning  all  required  documents  within  the
specified time period, the Eligible Employee shall commence participation in the
Plan on the  first day of the month  following  the month in which the  Eligible
Employee  completes  all  enrollment  requirements;  provided,  however that the
Administrator may designate,  in its sole discretion,  another commencement date
that is administratively  reasonable.  If an Eligible Employee fails to meet all
of the enrollment  requirements  within the period  required in accordance  with
Section 3(c),  that Employee  shall not be eligible to  participate  in the Plan
again until the first day of the  following  Plan Year,  again subject to timely
delivery to and acceptance by the Recordkeeper of the required forms.

                    SECTION FOUR - DEFERRALS UNDER THE PLAN

     (a) Deferral of Base Salary and/or Bonus Compensation.

     (1)  Subject to the following  sentence,  for each Plan Year, a Participant
          may  designate a  percentage  of his or her Base Salary  and/or  Bonus
          Compensation  that  is  payable  in a  Plan  Year  to be  deferred  in
          accordance  with  Section 6. To be eligible to make a deferral of Base
          Salary (but not Bonus Compensation) into the Plan, six percent (6%) of
          the amount of Base Salary elected must be deferred in accordance  with
          the Plan for a Plan  Year to be  deferred  under the AHPC SESP for the
          same Plan Year in accordance with the AHPC SESP's rules. The remaining
          elected deferral amount under the Plan shall then be deferred into the
          Plan.

     (2)  For each Base Salary and/or Bonus  Compensation  deferral (adjusted to
          reflect   Investment   Earnings/Losses   with  respect   thereto),   a
          Participant   shall  make   appropriate   distribution   elections  in
          accordance with Section 8 below with respect to such deferral amounts.
          Notwithstanding  any  provision  of  the  Plan  to the  contrary,  all
          elections  with  respect  to the 2002  Plan  Year and each  Plan  Year
          thereafter shall be required to provide for the same Short-Term Payout
          Date,  Retirement  Benefit Lump Sum Payout Date or Retirement  Benefit
          Installment  Payout  Dates,  as the case may be, for all  deferrals of
          Base Salary and Bonus Compensation in the same Plan Year.

     (3)  A deferral election  described above in this Section 4(a) with respect
          to any Plan Year may not be  revoked,  except that a  Participant  may
          revoke  completely a deferral  election for Base Salary not yet earned
          at the time of the Participant's revocation election (which revocation
          will itself be irrevocable for the remainder of the Plan Year).

     (b) Deferral of Severance Payments.

     (1)  A Participant may designate a percentage of any Severance Payment that
          is payable in a Plan Year to be deferred in accordance with Section 6,
          provided, however, that such designation shall be given effect only if
          the  Participant  is  Retirement  Eligible  at the  time of his or her
          termination of employment.

     (2)  For any Severance  Payment  deferral  (adjusted to reflect  Investment
          Earnings/Losses  with  respect  thereto),  a  Participant  shall  make
          appropriate  distribution elections in accordance with Section 8 below
          with respect to each such deferral.

     (c) Deferral of Executive Retirement Payments.

     (1)  A  Participant  may  designate a  percentage  of his or her  Executive
          Retirement  Payments  to be  deferred in  accordance  with  Section 6,
          provided, however, that such designation shall be given effect only if
          the  Participant  is  Retirement  Eligible  at the  time of his or her
          termination of employment.

     (2)  For each Executive  Retirement  Payment deferral  (adjusted to reflect
          Investment  Earnings/Losses with respect thereto), a Participant shall
          make appropriate  distribution  elections in accordance with Section 8
          below.  A Participant  shall be permitted to make a separate  deferral
          election with respect to amounts transferred to the Plan from the AHPC
          SERP, the AHPC ERP and/or the AHPC SESP.

     (d) Minimum/Maximum  Amount of Deferral.  For each Plan Year, a Participant
may elect to defer Base Salary,  Bonus  Compensation,  Severance Payments and/or
Executive  Retirement  Payments,  if  applicable,   under  Section  4(a)-(c)  in
increments  of at least five percent (5%) (unless the  Administrator  determines
otherwise  in its sole  discretion)  up to a  maximum  deferral  of one  hundred
percent  (100%) of each type of  deferral  the  Participant  elects to make with
respect to that Plan Year.

                    SECTION FIVE - INVESTMENT EARNINGS/LOSSES

     (a) Deemed Interest Prior to the Amended and Restated Effective Date. Prior
to the Amended and Restated  Effective Date, amounts credited to the Predecessor
Plan shall be deemed to have earned interest at the Deemed Rate of Interest then
in effect,  as adjusted.  Such Deemed Interest shall be credited to the Deferral
Accounts of Participants in accordance with the crediting  provisions of Section
7(g).

     (b)  Investment  Earnings/Losses  On and After  the  Amended  and  Restated
Effective  Date.  On and after the  Amended and  Restated  Effective  Date:  (i)
amounts in the Plan on the Amended and Restated Effective Date, (ii) Base Salary
and/or Bonus  Compensation  deferred under the Plan, (iii) Executive  Retirement
Payments deferred under the Plan, and (iv) Severance Payments deferred under the
Plan, shall be deemed to have realized Investment  Earnings/Losses  based on the
Investment  Option  or  Options  selected  from  time to time by the  respective
Participants.  Such Investment  Earnings/Losses shall be credited and debited to
the  Deferral  Accounts of  Participants  in  accordance  with the  debiting and
crediting provisions of Section 7(g).

                        SECTION SIX - DEFERRAL ELECTIONS

     (a) Deferral  Elections.  All deferrals  made in accordance  with Section 4
shall be evidenced by the Participant's  properly  executing and submitting such
Election  Forms  and  other  forms as may be  required  by the  Recordkeeper  in
accordance with its rules and the rules set forth in this Section 6.

     (b)  Deferrals  of Base  Salary  and/or  Bonus  Compensation.  Except for a
Participant's  first year of Plan  participation,  a  Participant's  election to
defer Base Salary and/or Bonus Compensation in accordance with Section 4(a) with
respect to a particular Plan Year must be received by the  Recordkeeper no later
than the last day of the preceding Plan Year. For a Participant's  first year of
Plan  participation,  deferral elections must be made in accordance with Section
3(c) and shall only apply to Base  Salary  earned and Bonus  Compensation  first
determined  after the election.  Each Participant must designate on the Election
Form the  timing  and form of  distribution  of such Base  Salary  and/or  Bonus
Compensation  (adjusted  to  reflect  Investment  Earnings/Losses  with  respect
thereto) in accordance with the distribution options described in Section 8.

     (c) Deferrals of Severance  Payments.  A Participant's  election to defer a
Severance  Payment in  accordance  with  Section  4(b) must be  received  by the
Recordkeeper  prior to the date the applicable Change in Control following which
a  Participant   becomes  entitled  to  receive  such  Severance  Payment.   The
Participant  must  designate  on the  Election  Form  the  timing  and  form  of
distribution  of  the  Severance   Payment   (adjusted  to  reflect   Investment
Earnings/Losses  with respect thereto) in accordance with the options  described
in Section 8.

     (d) Deferrals of Executive Retirement Payments. A Participant's election to
defer  Executive  Retirement  Payments in  accordance  with Section 4(c) must be
received by the Recordkeeper prior to the date of the Participant's  Retirement.
The Participant  must designate on the Election Form the timing and form of such
distribution of Executive  Retirement  Payments  (adjusted to reflect Investment
Earnings/Losses  with respect thereto) in accordance with the options  described
in Section 8.  Notwithstanding  any other provision of the Plan to the contrary,
an election to defer such payments made after the Amended and Restated Effective
Date shall not apply (i) unless the payment elected is scheduled to commence not
less than twelve (12) months after the election is made,  or (ii) to any payment
scheduled to commence within twelve (12) months of such election.

                        SECTION SEVEN - DEFERRAL ACCOUNTS

     (a) Establishment of Deferral Accounts.The Recordkeeper shall establish and
maintain  an  individual  Deferral  Account  under  the Plan on  behalf  of each
Participant  by or on behalf of whom deferrals have been made under Section 4 to
track  the  Investment  Earnings/Losses  or other  elections  applicable  to the
Deferral  Account of the  Participant.  The Deferral Account of each Participant
may have  subaccounts  established  and maintained as appropriate to reflect the
Investment Option(s) and/or distribution elections selected by the Participant.

     (b) Crediting of Amounts Deferred.  A Participant's  Deferral Account shall
be credited by the  Recordkeeper  for  deferral  amounts  after such amounts are
withheld and deferred  pursuant to a Participant's  elections on the appropriate
Election Form with an amount equal to the amounts deferred by the Participant in
accordance  with  Section  7(g).  Such  amounts  shall be  allocated  among  the
available  Investment  Options in  accordance  with the  selections  made by the
Participant among the Investment Options pursuant to Section 7(f).

     (c) Crediting/Debiting of Deferral Account. In accordance with Section 7(g)
and subject to the rules and procedures that are  established  from time to time
by the  Administrator  and/or  the  Recordkeeper  (which  may  or may  not be in
writing),   Investment  Earnings/Losses  shall  be  credited  or  debited  to  a
Participant's Deferral Account.

     (d) Election of Investment  Options. A Participant,  in connection with his
or her  initial  deferral  election  under  the Plan or in  connection  with the
amendment and restatement of the Plan, shall elect, on the Election Form(s), one
or more  Investment  Option(s)  as described in Section 7(f) below to be used to
determine  the  additional  amounts  to be  credited  or  debited  to his or her
Deferral Account.  Such elections shall continue to apply to his or her Deferral
Account unless changed in accordance with the next sentence. The Participant may
(but is not required to) elect on any business  day, by  submitting  an Election
Form(s)  to  the  Recordkeeper  that  is  accepted  by the  Recordkeeper  (which
submission  may take the form of an electronic or  telephonic  transmission,  if
required  or  permitted  by the  Administrator),  to add or  delete  one or more
Investment  Option(s)  to be used to  determine  the  additional  amounts  to be
credited or debited to his or her Deferral Account,  or to change the portion of
his or her  Deferral  Account  allocated  to each  previously  or newly  elected
Investment  Option(s).  If an election is made in  accordance  with the previous
sentence,  it shall apply the next business day (unless otherwise  determined by
the Administrator) and shall continue until the Participant makes any changes to
those elections in accordance with the previous  sentence.  Notwithstanding  the
foregoing,  in no event may a Participant elect to add or delete the Deemed Rate
of Interest as an Investment  Option or add amounts to or transfer  amounts from
that  Investment  Option,  once any Retirement  Benefit  payment as described in
Section 8(b) has commenced.

     (e) Proportionate  Allocation.  In making any election described in Section
7(d) above, the Participant shall specify on the Election Form(s), in percentage
increments  of at least five percent (5%) (unless the  Administrator  determines
otherwise in its sole  discretion) the percentage of his or her Deferral Account
to be allocated to an Investment Option.

     (f) Investment  Options.  The  Administrator  may, in its sole  discretion,
amend or change available Investment Options in accordance with Section 1(w) and
subject to Section 1(o). Any  discontinuation  of an Investment Option shall not
take effect  prior to the first day of the  calendar  quarter that follows by at
least  thirty  (30)  days the day on which  the  Administrator  generally  gives
Participants  written  notice  of  such  change.  If any  Investment  Option  is
discontinued, Participants having selected such Investment Option must designate
another  Investment  Option  for  the  portion  by his or her  Deferral  Account
allocated  thereto  within the  timeframe  designated  by the  Administrator.  A
Participant may elect any new Investment  Option added by the  Administrator ten
(10) business days after being notified that the Investment Option was added. If
the  Recordkeeper  receives  an  initial  Election  Form  that  it  deems  to be
incomplete,  unclear or improper,  the Participant shall be deemed to have filed
no  direction  with  respect  thereto.  If the  Recordkeeper  receives a revised
Election Form that it deems to be incomplete,  unclear or improper,  or fails to
receive  a  revised  Election  Form  when  one  is  required  to be  filed,  the
Participant's  Investment Option election then in effect shall remain in effect,
except  in the case of a  discontinued  Investment  Option,  in  which  case the
Participant shall be deemed to have filed no direction with respect thereto.  If
the Recordkeeper  possesses (or is deemed to possess as provided in the previous
sentence) at any time  directions as to  Investment  Options of less than all of
the  Participant's  Deferral  Account,  the Participant  shall be deemed to have
elected for the  undesignated  portion of his or her Deferral Account the Deemed
Interest  Investment Option or such other Investment Option as determined by the
Administrator in its sole discretion. Each Participant hereunder, as a condition
to his or her participation hereunder, agrees to indemnify and hold harmless the
Committee,   the   Administrator,   and  the  Company,   and  their  agents  and
representatives,  from  any  losses  or  damages  of any  kind  relating  to the
Investment Options made available hereunder.

     (g)  Crediting  or  Debiting  Method.   The  performance  of  each  elected
Investment  Option  (either  positive or  negative)  will be  determined  by the
Recordkeeper,  in accordance with the rules  established by the Administrator in
its sole discretion,  based on the performance of the actual Investment  Options
themselves.  A  Participant's  Deferral  Account shall be credited or debited on
each business day, or as otherwise  determined by the Recordkeeper in accordance
with the rules  established  by the  Administrator  in its sole  discretion,  as
though:  (i) the amounts of the  Participant's  deferral  election were actually
deferred no later than the close of business on the third business day after the
day on which (x) such amounts were otherwise  payable to the Participant as Base
Salary,  Bonus  Compensation,  or a  Severance  Payment  and (y) in the  case of
Executive Retirement Payments the date of the Participant's  Retirement;  (ii) a
Participant's   Deferral  Account  was  actually   invested  in  the  Investment
Options(s)  selected  by the  Participant,  in the  percentages  elected  by the
Participant  as of such date, at the closing  price on such date;  and (iii) any
distribution  made to a Participant that decreases such  Participant's  Deferral
Account ceased being invested in the Investment  Options(s),  in the percentages
applicable  to such day, no earlier  than three (3)  business  days prior to the
distribution, at the closing price on such date.

     (h) No Actual Investment.  Notwithstanding any other provision of the Plan,
the  Investment  Options are to be used for  measurement  purposes  only,  and a
Participant's  election of any such Investment Options, the allocation to his or
her Deferral  Account  thereto,  the  calculation of additional  amounts and the
crediting or debiting of such amounts to a Participant's  Deferral Account shall
not be considered  or construed in any manner as an actual  investment of his or
her Deferral Account in any such Investment  Options. In the event that AHPC, in
its discretion, decides to invest funds in any or all of the Investment Options,
no  Participant  shall  have any  rights in or to such  investments  themselves.
Without  limiting the foregoing,  a Participant's  Deferral Account shall at all
times be a bookkeeping entry only and shall not represent any investment made on
his or her  behalf  by AHPC or the  Trust.  The  Participant  shall at all times
remain an unsecured creditor of AHPC.

                          SECTION EIGHT- DISTRIBUTIONS

     (a) Short-Term Payouts.

     (1)  Commencement of Payment of Short-Term Payouts. In connection with each
          election to defer Base Salary and/or Bonus Compensation, a Participant
          may elect to receive a  "Short-Term  Payout" with respect to each such
          elected  deferral.  Each Short-Term Payout shall be a lump-sum payment
          equal to the deferred amount, plus or minus Investment Earnings/Losses
          debited or credited  thereto in the manner  provided in Section  7(g),
          determined at the time the  Short-Term  Payout becomes  payable.  Each
          Short-Term  Payout elected shall be payable on the  Short-Term  Payout
          Date  designated by the  Participant on the Election Form with respect
          thereto. Short-Term Payouts shall be made as soon as practicable after
          the applicable  Short-Term  Payout Date elected by the  Participant on
          the applicable  Election Form,  provided,  that in no event shall such
          payment be made later than thirty (30) days after the relevant elected
          date.

     (2)  Re-Deferral of Short Term Payout. Notwithstanding anything in the Plan
          to the contrary,  a Participant who is an active  Employee,  may, with
          respect to each elected Short-Term Payout, on a form designated by the
          Recordkeeper,  elect  (on  one or more  occasions)  to  re-defer  such
          Short-Term  Payout  to  another  allowable   Short-Term  Payout  Date;
          provided,  however, that any such re-deferral election shall not apply
          (i) unless it is accepted by the  Recordkeeper  in accordance with the
          rules  established by the  Administrator in its sole  discretion,  and
          (ii) to any payment  that would have been made under a prior  election
          within  twelve  (12) months of the date of such new  election.  In the
          event that a scheduled  Short-Term  Payout,  if paid, would (or in the
          judgment of the Administrator, acting in its sole discretion, would be
          reasonably  likely to) result in the loss of deductibility for federal
          income tax purposes of any compensation paid by the Company due to the
          limitations of Section 162(m) of the Code in any given year,  then the
          scheduled  Short-Term Payout shall be automatically  re-deferred for a
          period of three (3) years. Subject to the foregoing, the last Election
          Form accepted by the Recordkeeper  shall govern the Short-Term  Payout
          Date  of  that  Short-Term  Payout  (adjusted  to  reflect  Investment
          Earnings/Losses with respect thereto).

     (3)  Changing a Short-Term  Payout to a Retirement  Benefit.  A Participant
          may change any Short-Term Payout election up to the date of Retirement
          to an allowable Retirement Benefit payout by submitting a new Election
          Form to the Recordkeeper;  provided that any such Election Form is (i)
          submitted at least twelve (12) months prior to the Retirement  Benefit
          Lump Sum Payout Date or the  initial  Retirement  Benefit  Installment
          Payout Date, as the case may be, elected by the Participant,  and (ii)
          accepted by the Recordkeeper in accordance with the rules  established
          by the Administrator in its sole discretion;  provided,  further, that
          such election shall not apply to any payment that would have been made
          under a prior  election  within twelve (12) months of the date of such
          new election.

     (b) Retirement Benefit Payout.

     (1)  Commencement  of Retirement  Benefit.  A Participant who Retires shall
          receive, as a "Retirement Benefit", the portion of his or her Deferral
          Account that he or she has not elected to be  distributed  in the form
          of a Short-Term  Payout, or that is not distributed in accordance with
          another provision of the Plan as a result of the Participant's  death,
          Disability or termination of employment prior to Retirement.

     (2)  Time of Payment  of  Retirement  Benefit.  An active  Participant,  in
          connection  with each type of deferral of Retirement  Benefits,  shall
          elect  to  receive  that  deferral  (adjusted  to  reflect  Investment
          Earnings/Losses  with respect thereto) on either a Retirement  Benefit
          Lump Sum Payout Date or on Retirement Benefit Installment Payout Dates
          elected by such  Participant.  A Participant may change any Retirement
          Benefit  payout  election up to the date of Retirement to an allowable
          alternative  Retirement  Benefit  payout date or dates by submitting a
          new Election Form to the Recordkeeper; provided that any such Election
          Form is (i)  submitted  at  least  twelve  (12)  months  prior  to the
          Retirement  Benefit  Lump Sum Payout  Date or the  initial  Retirement
          Benefit  Installment  Payout Date, as the case may be,  elected by the
          Participant,  and (ii) accepted by the Recordkeeper in accordance with
          rules  established by the  Administrator in its sole  discretion;  and
          provided,  further, that such election shall not apply to any payments
          that would have been made under a prior  election  or the terms of any
          other plan within twelve (12) months of the date of such new election.
          The last Election Form accepted by the  Recordkeeper  shall govern the
          payout date or dates of that Retirement  Benefit  (adjusted to reflect
          Investment Earnings/Losses with respect thereto).

     (3)  Re-deferral of Retirement  Benefits. A Retired Participant who Retires
          on or after  the  Amended  and  Restated  Effective  Date may elect to
          re-defer Retirement Benefits prior to the commencement of any payments
          thereof to another allowable  Retirement  Benefit Lump Sum Payout Date
          or  other  allowable  Retirement  Benefit  Installment  Payout  Dates;
          provided  that such  re-deferral  election  shall not apply (i) to any
          Retiree  to  whom  payment  of  any  Retirement  Benefit  has  already
          commenced  and (ii)  unless  it is  accepted  by the  Recordkeeper  in
          accordance with the rules established by the Administrator in its sole
          discretion;  and provided,  further,  that such  re-deferral  election
          shall not apply to any  payments  that  would  have been made  under a
          prior  election  or the terms of any other  plan  within  twelve  (12)
          months of the date of such new election.

     (4)  Form  of  Distribution  of  Retirement  Benefits.  A  Participant,  in
          connection with each deferral of Retirement  Benefits,  shall elect to
          receive the deferral (adjusted to reflect  Investment  Earnings/Losses
          with respect  thereto) in a lump sum on a Retirement  Benefit Lump Sum
          Payout  Date  elected by the  Participant  or in  quarterly  or yearly
          installment  payments on Retirement  Benefit  Installment Payout Dates
          elected  by the  Participant.  A  Participant  may  change  his or her
          election up to the date of Retirement to an allowable alternative form
          of payout  by  submitting  a new  Election  Form to the  Recordkeeper;
          provided  that any such Election Form is (i) submitted at least twelve
          (12) months  prior to the  Retirement  Benefit Lump Sum Payout Date or
          the initial  Retirement  Benefit  Installment Payout Date, as the case
          may  be,  elected  by  the  Participant,  and  (ii)  accepted  by  the
          Recordkeeper in accordance with rules established by the Administrator
          in its sole  discretion;  and  provided,  further,  that such election
          shall not apply to any  payments  that  would  have been made  under a
          prior  election  or the terms of any other  plan  within  twelve  (12)
          months  of the date of such  new  election.  (Changes  may not be made
          after  Retirement  except in  accordance  with Section  8(b)(3).)  The
          Election Form last accepted by the Recordkeeper  shall govern the form
          of   a   Retirement    Benefit   (adjusted   to   reflect   Investment
          Earnings/Losses  with respect  thereto).  Retirement  Benefit payments
          shall be made as soon as practicable  after the applicable  Retirement
          Benefit Lump Sum Payout Date or Retirement Benefit  Installment Payout
          Dates elected by the  Participant  on the  applicable  Election  Form;
          provided,  that in no event  shall  such  payments  be made later than
          thirty (30) days after the relevant elected dates.

     (5)  Installment  Payments for Retirement  Benefits Allocated to Investment
          Options (Other than the Deemed Interest Investment Option). The amount
          of each installment  payment with respect to the portion of a Deferral
          Account  that is  allocated to an  Investment  Option  (other than the
          Deemed Interest  Investment  Option) shall be determined by the Yearly
          installment  method,  if the  Participant  elected to  receive  annual
          installments or the Quarterly  Installment  Method, if the Participant
          elected to receive quarterly installments.

     (6)  Installment  Payments for Retirement  Benefits Allocated to the Deemed
          Interest  Investment  Option.  The amount of each installment  payment
          with respect to the portion of a Deferral Account that is allocated to
          the Deemed  Interest  Investment  Option  shall be  determined  by the
          following annuity methodology.  The amount of each installment payment
          shall be calculated as an annuity at the beginning of the  installment
          payout period elected by the Participant, based on: (i) the balance of
          the  applicable  portion of the Deferral  Account that is allocated to
          the Deemed  Interest  Investment  Option  (adjusted to reflect  Deemed
          Interest with respect thereto) on the business day prior to the payout
          date of each installment,  (ii) the number of remaining  installments,
          (iii) the Deemed  Rate of  Interest  then in effect,  and (iv) a final
          value  of  zero  dollars  ($0).  To  illustrate,   assume  a  retiring
          Participant  has a Plan  balance  of  $100,000  as of  June 30 and has
          elected to receive  his/her  payout over a ten-year  period  quarterly
          installments, commencing July 1. Assume further that the annual Deemed
          Rate of  Interest  is 10%,  compounded  quarterly.  The  amount of the
          installment payments to commence July 1 would be calculated based on a
          June 30 Plan balance of $100,000,  an interest rate of 2.5% (i.e., the
          annual interest rate of 10% divided by four),  and forty (40) payments
          (i.e.,  ten years times four quarters).  Calculating an annuity at the
          beginning of the installment  period selected by the Participant,  and
          assuming the Deemed Rate of Interest remains unchanged  throughout the
          payout period,  the Participant would receive forty quarterly payments
          of $3,886.46.  Over the ten-year payout period,  the Participant would
          receive payments totaling  $155,458.40,  of which $100,000  represents
          the deferred  amount and $55,458.40  represents  Deemed  Interest with
          respect thereto.

     (c) Payment Upon Separation From Service.  Notwithstanding  anything in the
Plan to the contrary, in the event a Participant  terminates employment with the
Company for reasons other than Retirement,  death or Disability, or in the event
that any  Subsidiary  that  employs a  Participant  ceases to be a  wholly-owned
Subsidiary of AHPC, the entire  balance of the  Participant's  Deferral  Account
(adjusted to reflect Investment  Earnings/Losses  with respect thereto) shall be
distributed  to the  Participant  in a single  lump sum within  ninety (90) days
thereafter.  The foregoing  shall not apply in the case of a Participant  who is
Retirement  Eligible as of his or her date of  termination  of employment or the
date on which such Subsidiary ceases to be a wholly-owned Subsidiary of AHPC, as
the case may be.

     (d)  Payment  Upon  Death.  Notwithstanding  anything  in the  Plan  to the
contrary,  in the event a Participant dies prior to the receipt of any or all of
his or her Deferral Account, the balance of such account shall be distributed in
a single lump sum to the Participant's  Beneficiary(ies) within ninety (90) days
following his or her death.

     (e) Acceleration of Payments.  Notwithstanding  anything in the Plan to the
contrary,  during  the  twenty-four  (24)  month  period  following  a Change in
Control, a Participant may elect to accelerate any or all payments not currently
due under the Plan to a single  sum  payment to be made on (i) a date that is at
least  twelve  (12) months  subsequent  to such  election,  without a penalty or
forfeiture,  or (ii) with the  imposition  of a withdrawal  penalty equal to six
percent (6%) of the accelerated  payment,  any date within twelve (12) months of
such  election.  Payments  shall be made as soon as  practicable  after the date
elected for payment; provided, that in no event shall payment be made later than
thirty (30) days thereafter.

     (f) Disability Waiver.

     (1)  Waiver  of  Deferral.   A   Participant   who  is  determined  by  the
          Administrator  to be suffering from a Disability shall be excused from
          fulfilling  that portion of any current  deferral  election that would
          otherwise  have  been  withheld  for the Plan  Year  during  which the
          Participant   first  suffers  a  Disability.   During  the  period  of
          Disability,   the  Participant  shall  not  be  allowed  to  make  any
          additional  deferral  elections,  but will continue to be considered a
          Participant for all other purposes of the Plan.

     (2)  Return  to Work.  If a  Participant  returns  to  employment  with the
          Company after a Disability  ceases, the Participant may elect to defer
          additional  amounts  in  accordance  with the  Plan for the Plan  Year
          following  his or her return to  employment  or service  and for every
          Plan Year  thereafter  while an  Eligible  Employee  and  Participant,
          provided such deferral elections are otherwise allowed and an Election
          Form is delivered to and accepted by the Recordkeeper.

     (3)  Continued  Eligibility;  Disability Benefit. A Participant suffering a
          Disability shall, for benefit purposes under the Plan,  continue to be
          considered  to remain a  Participant  to be eligible  for the benefits
          provided  for in this  Section 8 in  accordance  with its  provisions.
          Notwithstanding  the above, the Administrator shall have the right to,
          in its sole discretion and for purposes of the Plan only, with respect
          to  a  Participant   who  has  been  determined  to  have  suffered  a
          Disability, pay out his or her Deferral Account balance in a lump-sum.

     (g)  Other  Distributions.  Any distributions  that are required to be made
          due to the provisions of the  Predecessor  Plan with respect to a type
          of  deferral  no longer  eligible to be deferred as of the Amended and
          Restated Effective Date, shall be made in accordance with Section 2.

                          SECTION NINE - MISCELLANEOUS

     (a) Funding of the Plan. The Plan is unfunded and AHPC has no obligation to
set  aside,  earmark,  or  place  in  trust  any  funds  with  which  to pay its
obligations  under  the Plan.  AHPC's  obligation  under  the Plan  shall not be
secured in any way and a  Participant's  rights  shall not be secured in any way
and a  Participant's  rights  shall  in no way be  preferred  over  the  general
creditors of AHPC.

     (b)  Employment.  Neither  the Plan nor any  agreement,  document,  form or
instrument  delivered or entered into pursuant hereto  constitutes an employment
contract between the Company and a Participant.  Nothing herein or therein shall
be  construed to give a  Participant  the right to be retained in the service of
the  Company,  nor  interfere  with the right of the  Company  to  terminate  or
discipline a Participant at any time.

     (c) Governing  Law. The Plan shall be construed and  interpreted  under the
laws of the State of New Jersey  (without  giving  effect to the  principles  of
conflicts of laws) and applicable provisions of federal law.

     (d) Taxes.  The Company  shall have the right to deduct from  distributions
otherwise  payable  from any  deferral  under the Plan any taxes  required to be
withheld  under  federal,  state,  or local  law.  For each Plan Year in which a
deferral is being  deducted for a  Participant,  the Company shall withhold from
that portion of the Participant's  Base Salary and/or Bonus Compensation that is
not being deferred,  in a manner  determined by the Company,  the  Participant's
share of FICA and other employment taxes on such deferral amounts. If necessary,
the Company may reduce any amount deferred in order to comply with this Section.

     (e) Non-Assignable.  A Participant's right to receive the amounts in his or
her Deferral Account under the Plan may not be anticipated,  assigned (either at
law or equity),  alienated,  pledged,  encumbered,  or subjected to  attachment,
garnishment,  levy, execution, or other legal process, and any attempt to effect
any of the foregoing shall be void.

     (f) Minors  and  Incompetents.  If the  Administrator  determines  that any
person to whom a payment is due hereunder is a minor or incompetent by reason of
physical or mental disability,  the Administrator  shall have the power to cause
the  payments  then due to such  person to be made to another for the benefit of
the minor or incompetent,  without responsibility of the Company, the Committee,
the Administrator or the Recordkeeper to see to the application of such payment,
unless claim prior to such payment is made  therefor by a duly  appointed  legal
representative. Payments made pursuant to such power shall operate as a complete
discharge of the Company, the Committee, and the Administrator.

     (g) Trust Fund.  In  connection  with the Plan,  AHPC may, but shall not be
required to, establish a grantor trust for the purpose of accumulating  funds to
satisfy the  obligations  incurred by AHPC under the Plan. At any time, AHPC may
transfer assets to the trust to satisfy all or part of the obligations  incurred
by AHPC,  subject  to the  return  of such  assets  at a time as  determined  in
accordance with the terms of such trust. Any assets of the trust shall remain at
all times  subject  to the  claims of  creditors  of AHPC in the event of AHPC's
insolvency,  and no asset or other funding  medium used to pay benefits  accrued
under the Plan shall result in the Plan not being considered as "unfunded" under
ERISA.  Notwithstanding  the  establishment  of  the  trust,  the  right  of any
Participant to receive future  payments under the Plan shall remain an unsecured
claim against the general assets of AHPC.

     (h)  Severability.  In the event any  provision  of the Plan  shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining  provisions  of the Plan,  and the Plan shall be  constructed  and
enforced as if the  illegal or invalid  provision  had not been  included in the
Plan.

     (i)  Beneficiary.  Each  Participant  shall have the right, at any time, to
designate his or her  Beneficiary(ies)  (both primary as well as  contingent) to
receive any benefits payable under the Plan upon the death of a Participant. The
Beneficiary(ies)  designated under the Plan may be the same as or different from
the  Beneficiary  designation  under  any  other  plan  of  AHPC  in  which  the
Participant   participates.   A   Participant   shall   designate   his  or  her
Beneficiary(ies) by completing and signing the beneficiary designation form, and
returning it to the  Administrator or its designated  agent. A Participant shall
have the right to change his or her Beneficiary(ies) by completing,  signing and
otherwise  complying with the terms of the beneficiary  designation form and the
Administrator's  rules and procedures,  as in effect from time to time. Upon the
acceptance by the  Administrator  of a new  beneficiary  designation  form,  all
Beneficiary  designations  previously filed shall be canceled. The Administrator
shall be entitled to rely on the last beneficiary  designation form filed by the
Participant  and  accepted by the  Administrator  prior to his or her death.  No
designation or change in designation of a Beneficiary  shall be effective  until
received and  acknowledged  in writing by the  Administrator  or its  designated
agent. If a Participant fails to designate a Beneficiary(ies)  as provided above
or, if all designated  Beneficiaries  predecease the Participant or die prior to
complete distribution of the Participant's benefits, then the benefits remaining
under the Plan to be paid to a  Beneficiary  shall be payable to the executor or
personal representative of the Participant's estate.

     (j)  Insurance.  AHPC, on its own behalf or on behalf of the Trustee of the
trust,  and, in its sole discretion,  may apply for and procure insurance on the
life of some or all Participants,  in such amounts and in such forms as AHPC may
choose.  AHPC or the Trustee of the trust, as the case may be, shall be the sole
owner and  beneficiary  of any such  insurance.  The  Participant  shall have no
interest  whatsoever in any such policy or policies,  and at the request of AHPC
shall submit to medical  examinations  and supply such  information  and execute
such documents as may be required by the insurance  company or companies to whom
AHPC has applied for insurance.

                         SECTION TEN - EMERGENCY BENEFIT

     In the  event  that the  Administrator,  upon the  written  request  of the
Participant,  determines  that the  Participant  has  suffered an  unforeseeable
financial  emergency,  the Administrator shall in accordance with the request of
the Participant  (i) pay to the  Participant as soon as possible  following such
determination,  an amount  not in excess of the  amount  needed to  satisfy  the
emergency  and any taxes  payable on those  amounts,  and/or  (ii)  suspend  any
deferrals required to be made to the Plan by the Participant.  For this purpose,
an "unforeseeable  financial emergency" means an unanticipated emergency that is
caused by an event  beyond the  control  of the  Employee  that would  result in
severe financial  hardship if the emergency  distribution were not permitted and
would include (i) a sudden and unexpected illness or accident of the Participant
or a dependent of the Participant, (ii) a loss of the Participant's property due
to casualty,  or (iii) such other extraordinary and unforeseeable  circumstances
arising as a result of events  beyond the  control  of the  Participant,  all as
determined in the sole discretion of the Administrator.

                   SECTION ELEVEN - ADMINISTRATION OF THE PLAN

     The Plan shall be administered by the  Administrator  which shall have full
discretionary authority to interpret the Plan; to make all determinations as may
be  necessary  or  advisable;   and  to  adopt,  amend  or  rescind  any  rules,
regulations,  and  procedures  as it  deems  necessary  or  appropriate  for the
administration of the Plan. The  interpretations,  determinations,  actions, and
decisions of the Administrator  shall be binding and conclusive for all purposes
and  upon  all  persons.  The  Administrator  may  delegate  part  or all of its
responsibilities  under  the  Plan to  such  party  or  parties  as it may  deem
necessary or appropriate.

                   SECTION TWELVE - AMENDMENT AND TERMINATION

     The Board of Directors  may amend or revise the terms of the Plan from time
to time, or may discontinue the Plan, in whole or in part, at any time. However,
such amendment,  revision or discontinuance of the Plan may not adversely affect
a  Participant's  benefit(s)  accrued  under the Plan  prior to the date of such
action.

                       SECTION THIRTEEN - CLAIMS PROCEDURE

     If a Participant  does not receive the timely  payment of the benefits that
he or she believes are due under the Plan, the  Participant may make a claim for
benefits in the manner hereinafter  provided.  All claims for benefits under the
Plan shall be made in  writing  and shall be signed by the  Participant.  Claims
shall be submitted to the  Administrator.  If the  Participant  does not furnish
sufficient  information  with the claim for the  Administrator  to determine the
validity of the claim, the  Administrator  shall indicate to the Participant any
additional  information,  which is necessary for the  Administrator to determine
the validity of the claim.  Each claim  hereunder shall be acted on and approved
or  disapproved  by the  Administrator  within  ninety (90) days  following  the
receipt by the Administrator of the information  necessary to process the claim.
In the event the Administrator  denies a claim for benefits in whole or in part,
the  Administrator  shall notify the Participant in writing of the denial of the
claim and notify the Participant of his right to a review of the Administrator's
decision by the Committee or such entity or person  delegated  such authority by
the  Committee.  Such  notice by the  Administrator  shall also set forth,  in a
manner  calculated to be understood by the Participant,  the specific reason for
such denial,  the specific  provisions of the Plan on which the denial is based,
and a description of any additional material or information necessary to perfect
the claim,  with an explanation of the Plan's appeals  procedure as set forth in
this Section 13. If the Administrator  takes no action on a Participant's  claim
within ninety (90) days after receipt by the Administrator,  such claim shall be
deemed to be  denied  for  purposes  of the  following  appeals  procedure.  Any
Participant  whose  claim for  benefits is denied in whole or in part may appeal
for a review of the  decision  by the  Administrator.  Such  appeal must be made
within three (3) months after the applicant has received  actual or constructive
notice of the denial as provided  above.  An appeal must be submitted in writing
within such period and must:

     (a)  request a review by the  Administrator of the claim for benefits under
          the Plan;

     (b)  set forth all of the grounds upon which the Participant's  request for
          review is based or any facts in support thereof; and

     (c)  set forth any issues or comments that the Participant  deems pertinent
          to the appeal.

     The  Administrator  shall act upon each appeal within sixty (60) days after
receipt  thereof unless special  circumstances  require an extension of the time
for processing,  in which case a decision shall be rendered by the Administrator
as soon as possible  but not later than one hundred and twenty  (120) days after
the appeal is received.  The Administrator may require the Participant to submit
such additional  facts,  documents or other evidence as the Administrator in its
discretion  deems  necessary or advisable in making its review.  The Participant
shall be given the opportunity to review  pertinent  documents or materials upon
submission of a written request to the Administrator, provided the Administrator
finds the requested  documents or materials are pertinent to the appeal.  On the
basis of its review, the Administrator  shall make an independent  determination
of the  Participant's  eligibility  for benefits under the Plan. The decision of
the  Administrator  on any  appeal  of a claim for  benefits  shall be final and
conclusive upon all parties thereto.  In the event the  Administrator  denies an
appeal in whole or in part, it shall give written  notice of the decision to the
Participant,  which  notice  shall  set  forth,  in a  manner  calculated  to be
understood by the  Participant,  the specific  reasons for such denial and which
shall make specific  reference to the pertinent  provisions of the Plan on which
the Administrator's decision is based.

                                   APPENDIX A
                       AMERICAN HOME PRODUCTS CORPORATION
                           DEFERRED COMPENSATION PLAN
                               INVESTMENT OPTIONS




1.   Balanced Portfolio

2.   S&P 500 Index Portfolio or Total Stock Market Index Portfolio

3.   International Equity Portfolio

4.   Deemed  Interest  Option - a  hypothetical  investment  option  which earns
     interest at the Deemed Rate of Interest