AMERICAN HOME PRODUCTS CORPORATION
                                
                                EXECUTIVE RETIREMENT PLAN
                                
                             EFFECTIVE AS OF JANUARY 1, 1997

                                         PURPOSE


                 The purpose of the American Home Products Corporation
            Executive Retirement Plan (the "Plan") is to provide
            competitive executive retirement benefits for key executives
            and to enhance the ability of the Company to attract and
            retain key senior executives.

                               SECTION ONE-DEFINITIONS


            Except where the context indicates otherwise, any masculine
            terminology used herein shall also include the feminine
            gender, and the definition of any term herein in the
            singular shall also include the plural.  Whenever used
            herein, the following terms shall have the meaning set forth
            below:

            1.1.   "Actuarial Equivalence" means an amount of equivalent
            value determined by reference to a specified set of
            conversion or reduction factors.  In determining either the
            amount of any reduction in benefit amount or the amount of a
            benefit payable under the Plan in an optional form,
            actuarial equivalence shall be determined by applying the
            conversion factors set forth in the AHPC Retirement Plan.

            1.2    "Affiliate" means any corporation, partnership or
            other organization controlling, controlled by or under
            common control with the Company.

            1.3.   "AHPC Retirement Plan" means the American Home    
            Products Corporation Retirement Plan - United States, as
            amended from time to time.

            1.4.   "Average Pension Earnings" has the same meaning
            as in the AHPC Supplemental Executive Retirement Plan, as
            amended from time to time.

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            1.5.   "Board of Directors" means the Board of Directors of 
            the Company.

            1.6.   "Code" means the Internal Revenue Code of 1986, as 
            amended from time to time.

            1.7.   "Company" means American Home Products Corporation, a 
            Delaware corporation.

            1.8.   "Contingent Annuity" has the meaning set forth in the 
            AHPC Retirement Plan.

            1.9.   "Contingent Annuitant" has the meaning set forth in the 
            AHPC Retirement Plan.

            1.10.  "Continuous Service" has the meaning set forth in the 
            AHPC Retirement Plan.

            1.11.  "Corporate Officer" means a principal officer of the 
            Company as described in Paragraph 30 of the By-Laws of the 
            Company (copy attached).

            1.12.  "Credited Service" means the number of years of service
            credited to an Employee under and as determined in accordance 
            with the AHPC Retirement Plan.

            1.13.  "Early Plan Benefit" means the monthly benefit payable 
            to a Participant under Section 4.2 of the Plan.

            1.14.  "Early Retirement Age" means attainment of both age 
            fifty-five (55) or more and at least ten (10) years of Continuous
            Service.

            1.15.  "Early Retirement Date" means the first day of the 
            calendar month coincident with or next following the date a 
            Participant attains his/her Early Retirement Age, or any 
            subsequent day elected by the Participant to retire 
            
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            prior to his/her attainment of Normal Retirement Age.

            1.16.  "Effective Date" is January 1, 1997. 
            
            1.17.  "Employee" has the meaning set forth in the AHPC          
            Retirement Plan.

            1.18.  "ERISA" means the Employee Retirement Income Security Act
            of 1974, as amended from time to time, including any regulations 
            promulgated thereunder.

            1.19.  "Final Average Annual Pension Earnings" means the average
            of a Participant's Annual Pension Earnings (as of January 1 of 
            each year) for the three years during the ten-year period 
            immediately preceding the date of his/her Severance from Service 
            in which such Annual Pension Earnings were the highest.

            1.20.  "Minimum Eligible Compensation Level" means a Rate of 
            Annual Earnings equal to or greater than two hundred and 
            fifty thousand dollars ($250,000), which amount shall be subject 
            to periodic review and adjustment by the Compensation and Benefits
            Committee of the Board.

            1.21.  "Normal Plan Benefit" means the Plan Benefit payable 
            monthly to a Participant pursuant to Section 4.1 of the Plan.

            1.22.  "Normal Retirement Age" means age sixty (60).
            
            1.23   "Normal Retirement Date" means the first day of the 
            calendar month coincident with or next following the date a 
            Participant attains his/her Normal Retirement Age and elects to 
            retire.
            
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            1.24.  "Participant" means an Employee of the Company who has 
            met the requirements to become a Participant in the Plan pursuant
            to Section Two.

            1.25.  "Plan" means this American Home Products Corporation 
            Executive Retirement Plan, as amended from time to time.

            1.26.  "Plan Benefit" means the benefit payable monthly to a 
            Participant under the terms of the Plan.

            1.27.  "Plan Year" means the calendar year.

            1.28.  "Postponed Plan Benefit" means the Plan Benefit payable 
            monthly to a Participant under Section 4.4 of the Plan.

            1.29.  "Rate of Annual Earnings" means the annual base 
            salary rate of a Participant as of January 1 of each Plan Year.

            1.30.  "Retirement Committee" has the meaning set forth in the 
            AHPC Retirement Plan.

            1.31.  "Retirement Plans" means the AHPC Retirement Plan, the 
            American Home Products Corporation Supplemental Executive 
            Retirement Plan, the American Cyanamid and Subsidiaries 
            Supplemental Employees Retirement Plan; the American Cyanamid 
            and Subsidiaries ERISA Excess Plan and/or any other retirement 
            plan or arrangement of the Company to the extent it provides 
            retirement or pension benefits (but only to the extent that 
            service under such plan is counted for purposes of the AHPC 
            Retirement Plan) each as amended from time to time.

            1.32.  "Severance from Service" has the meaning set forth in the 
            AHPC Retirement Plan.
            
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            1.33.  "Single Life Annuity" means an annuity providing payments
            for the lifetime of a Participant with no survivor benefits.

            1.34.  "Social Security Benefit" means the estimated annual 
            amount of an Employee's old age retirement benefits that a 
            Participant will receive under the United States Social Security
            system.

            1.35.  "Surviving Spouse" means the spouse of a deceased 
            Participant to whom such Participant has been validly married for
            a continuous period of at least one (1) year immediately preceding
            such Participant's death. 
            
            1.36.  "Vested Plan Benefit" means the Plan Benefit payable 
            monthly to a Participant under Section 4.3 of the Plan.
                                      
                                      
                               SECTION TWO-ELIGIBILITY
                               

            2.1.   (a)  Eligibility on Effective Date. An Employee of the 
            Company or its Affiliate employed on the Effective Date shall
            become a Participant in the Plan on the Effective Date provided
            such Employee:
            
                        (1)  Is a Participant in the AHPC Retirement Plan, and
                        
                        (2)  Either;
                        
                             (A)  Has a Rate of Annual Earnings equal to or 
                                  in excess of the then Minimum Eligible 
                                  Compensation Level; or
                                  
                             (B)  Is a Corporate Officer.

                        (b)  Eligibility After Effective Date.  Any other 
            Employee shall become a Participant when and if he/she satisfies 
            the requirements under Section 2.1(a)(1) and (2) above.
            
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                                SECTION THREE-VESTING                          
                                                                              

            3.1.   Vesting.  A Participant shall be vested upon the first to 
            occur of the following:
            
                   (a)  Completion of five years of Continuous Service; or
                   
                   (b)  Attaining age 60 regardless of the number of years 
            of Continuous Service.

            3.2.   Termination Prior to Vesting.  Any Participant who incurs
            a Severance from Service prior to becoming vested under Section 
            3.1 shall not be entitled to receive a Plan Benefit.


                  SECTION FOUR-AMOUNT AND COMMENCEMENT OF BENEFITS


            4.1.   Normal Plan Benefits.
                    
                   (a)  Eligibility.  A Participant who retires at or after 
            attaining his/her Normal Retirement Age, shall be eligible to 
            receive monthly a Normal Plan Benefit under the Plan.

                   (b)  Amount of Normal Plan Benefit.  The monthly Normal
            Plan Benefit of a Participant shall be one-twelfth of the amount,
            if any, by which the amount determined under subparagraph 
            (1) below, exceeds (to prevent duplication of benefits) the amount
            determined under subparagraph (2) below, where -

                      (1)  An amount equal to:
                           (A) two percent (2%) of the Participant's Final 
                           Average Annual Pension Earnings multiplied by the
                           Participant's actual years of Credited Service up 
                           to Normal Retirement Age plus, subject to 
                           subparagraph (c) below, an additional three (3) 

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                           years of Credited Service (not to exceed thirty
                           (30) years); minus

                           (B)  1/60 of the Participant's Social Security 
                           Benefit multiplied by the Participant's years of
                           Credited Service plus, subject to subparagraph 
                           (c) below, an additional three (3) years of 
                           Credited Service (not to exceed thirty (30) 
                           years).
                           
                      (2)  The annual amount of retirement benefits, if any 
                           under the Retirement Plans, payable in the form of 
                           a Single Life Annuity to the Participant at Normal 
                           Retirement Age.

                   (c)     Additional Credited Years of Bridge Service.  The 
            three (3) additional years of Credited Service described in 
            Section 4.1(b) shall be reduced by one year for each year of 
            Service (or part thereof) that the Participant works beyond age 
            sixty two (62) years, provided however, that a Participant who 
            commences participation in the Plan at age sixty one (61) or 
            later shall accrue a monthly Normal Plan Benefit in the amount 
            provided in Section 4.1(b) for two (2) years before such 
            reductions take effect.

                   (d)     Commencement and Duration.  Monthly Normal Plan 
            Benefit payments for Participants who retire and elect to receive 
            payments shall begin as of the Participant's Normal Retirement 
            Date.  Such payments shall continue in accordance with the payment
            option elected by the Participant in Section 5.

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            4.2.   Early Plan Benefits.

                   (a)     Eligibility.  A Participant who incurs a Severance 
            from Service while a Participant on or after he has attained 
            his/her Early Retirement Age but prior to his/her Normal 
            Retirement Age shall be eligible to retire and receive an Early 
            Plan Benefit under the Plan.

                   (b)     Amount of Early Plan Benefit.  A Participant's 
            Early Plan Benefit shall be computed in the same manner as a 
            Normal Plan Benefit under Section 4.1(b) except that the 
            amount determined under Section 4.1(b)(1) shall be reduced by 
            three (3) percent for each year (or part thereof) by which 
            his/her Early Plan Benefit commences prior to the attainment 
            of his/her Normal Retirement Age hereunder and the amount so 
            determined shall then have the offset provisions set forth in 
            Section 4.1(b)(2) applied to determine the amount of the 
            Participant's Early Retirement Benefit.

                   (c)     Commencement and Duration.  A Participant who has 
            incurred a Severance from Service after attaining his/her Early 
            Retirement Age may elect to retire and commence payment as of 
            his/her Early Retirement Date, and such payments shall continue 
            in accordance with the payment option elected in Section 5.

            4.3.   Vested Plan Benefit.
                       
                   (a)     Eligibility.  A Participant who incurs a Severance 
            from Service while a Participant after having attained five 
            years of Continuous Service but prior to either his/her Early 
            Retirement Age or his/her Normal Retirement Age, shall be eligible
            to retire and receive a Vested Plan Benefit under the Plan.
                                     
                   (b)     Amount of Vested Plan Benefit.  A Participant's 
            Vested Plan Benefit shall be computed in the same manner as a 
            monthly Normal Plan Benefit under Section 4.1(b) except that the
            amount determined under Section 4.1(b)(1), shall be reduced 
            
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            actuarially (by reference to the Actuarial Equivalence) for each 
            year (or part thereof) by which his/her Vested Plan Benefit 
            commences prior to the attainment of his/her Normal Retirement Age 
            and the amount so determined shall then have the offset provisions 
            set forth in Section 4.1(b)(2) applied to determine the amount of 
            the Vested Plan Benefit.

                   (c)     Commencement and Duration.  A Participant who has 
            incurred a Severance from Service while a Participant after 
            attaining a right to a Vested Plan Benefit in accordance with 
            Section 4.3(a) above may elect to commence payment of his/her 
            Vested Plan Benefit as of the time he/she attains age 55.  Such
            payments shall continue in accordance with the payment option 
            elected by the Participant pursuant to Section 5.

            4.4.   Postponed Plan Benefit.
                                         
                   (a)     Eligibility.  A Participant who remains an Employee
            beyond his/her Normal Retirement Age shall be entitled to retire 
            and receive a Postponed Plan Benefit under the Plan.

                   (b)     Amount.  Except as otherwise provided in this 
            paragraph (b), a Participant's Postponed Plan Benefit shall be an 
            amount computed in the same manner as a monthly Normal Plan 
            Benefit under Subsection 4.1(b), provided, however, that:

                           (1)  The Participant's Postponed Plan Benefit shall 
                                be determined by taking into account all years 
                                of actual Credited Service and Final Average 
                                Annual Pension Earnings attributable to 
                                employment with the Company both before and 
                                after his/her Normal Retirement Date (not to
                                exceed, including the three additional years 
                                of Credited Service, thirty (30) years); 
                                and that

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                             (2)  The three (3) additional years of Credited 
                                  Service described in paragraph (b)(1) above
                                  shall be reduced for each year (or part 
                                  thereof) that the Participant works beyond
                                  age sixty two (62), provided, however, that 
                                  a Participant who commences participation 
                                  at age sixty one (61) or later must be 
                                  eligible to receive a Normal Plan Benefit 
                                  for two (2) years before such reductions 
                                  take effect.

                   (c)     Commencement and Duration.  Postponed Plan Benefit 
            payments shall commence as of the first day of the calendar month 
            coincident with or next following a Participant's Severance from 
            Service.  Such benefits shall continue in accordance with the 
            payment option selected by the Participant in accordance with 
            Section 5.

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                   SECTION FIVE-FORM AND COMMENCEMENT OF BENEFITS

             
            5.1.   Form of Benefit.  Plan Benefits payable to a Participant 
            pursuant to Section Four shall be payable in any optional form as 
            elected by the Participant.  The Participant may elect any 
            optional form of benefit payment available under the AHPC 
            Retirement Plan.  If a Plan Benefit is payable in a form other 
            than a Single Life Annuity over the life of the Participant, 
            such Plan Benefit shall be subject to adjustment by the same 
            actuarial equivalent factors as are applied under the AHPC 
            Retirement Plan with respect to the AHPC Retirement Plan benefit 
            of the Participant to determine Actuarial Equivalence.  Any 
            election made by a Participant pursuant Section 4 shall be in 
            writing in a form acceptable to the Retirement Committee and 
            filed at least six (6) months prior to his/her retirement.


                        SECTION SIX-SURVIVING SPOUSE BENEFIT


            6.1.   Surviving Spouse's Benefit.

                   (a)     Death of Participant After Attaining Early
            Retirement Age.  Upon the death of a Participant while
            employed by the Company after having attained his/her Early
            Retirement Age his/her Surviving Spouse will be entitled to
            an immediate survivors benefit under this Plan equal to one-
            half of the Plan Benefit the Participant would be entitled
            to receive commencing on the date of his/her death, assuming
            the Participant had lived and retired on the day prior to
            his death with a 50% Contingent Annuity Option in effect.

                   (b)     Death of Participant Prior to Attaining Early
            Retirement Age.  Upon the death of a Participant while employed
            by the Company prior to having reached Early Retirement Age but 
            after becoming vested under Section 3 of the Plan, his/her 
            Surviving Spouse shall be entitled to receive a survivors annuity 
            starting on the first day of the month on or after the date the 
            
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            Participant would have attained his/her Early Retirement Age.  
            Such annuity shall be equal to one-half of the Vested Plan Benefit
            the Participant would be entitled to receive starting on the
            first day of the month on or after the later of (i) the
            Participant's death, or (ii) the date of the Participant would
            have attained age 55, assuming the Participant had elected a 50%
            Contingent Annuity.

                   (c)     Death of Participant After a Separation of Service
            but Before Commencement of Early Retirement or Vested Plan 
            Benefits.  If a Participant has a Separation from Service while 
            vested and dies prior to attaining his/her Early Retirement Age
            or commencing a Vested Plan Benefit, the Participant's Surviving
            Spouse shall be entitled to a survivor's annuity commencing on the
            later of the Participant's death or the date the Participant would 
            have attained age 55.  The amount of such an annuity shall be 
            equal to one-half of the Early Retirement Benefit or the
            Vested Plan Benefit the Participant was entitled to receive
            as of the date of his/her Separation from Service commencing
            as of the date described above assuming the Participant had
            elected a 50% Contingent Annuity option.


                       SECTION SEVEN-AMENDMENT AND TERMINATION
                       
                       
            7.1.   Amendment or Termination.  The Company reserves the right 
            to amend, modify, or terminate the Plan at any time for any reason.
            Any such amendment, modification or termination shall be made 
            pursuant to a resolution of the Board of Directors and shall be 
            effective as of the date specified in the resolution.  However, no
            such amendment, modification or termination of the Plan shall 
            directly or indirectly deprive or adversely affect a Participant's 
            Plan Benefit under the Plan as in effect on the date immediately
            preceding the date of such amendment, modification or termination.

            7.2.   Termination Benefit.  In the event of a Plan termination, 
            each Participant shall become fully vested in his/her accrued Plan
            Benefit as of the termination date.  Such accrued Plan Benefit 
            
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            shall be calculated as set forth in Section 4.1(b) above, and 
            shall be based upon the Participant's Years of Service, Final 
            Average Pension Earnings, and Retirement Plans benefit as of the 
            termination date.  For purposes of determining a Participant's 
            accrued Plan Benefit pursuant to this paragraph, the Participant's
            Retirement Plans benefit shall be his/her accrued benefit from the 
            Retirement Plans payable at age sixty (60).  Payment of a 
            Participant's accrued Plan Benefit shall not be contingent upon 
            his/her continuation of employment with the Company following the 
            Plan termination date, and such benefit shall be payable at the 
            date for commencement of payment of a Plan Benefit pursuant to of
            Section Five.


                             SECTION EIGHT-MISCELLANEOUS


            8.1.   No Effect on Employment Rights.  Nothing contained herein 
            will confer upon any Participant the right to be retained in the 
            service of the Company, nor limit the right of the Company to 
            discharge or otherwise deal with any Participant without regard 
            to the existence of the Plan.

            8.2.   Funding.  The Plan at all times shall be entirely unfunded,
            and no provision shall at any time be made with respect to 
            segregating any assets of the Company for payment of any benefits 
            hereunder.  No Participant, Surviving Spouse or any other person 
            shall have any interest in any particular assets of the Company 
            by reason of a right to receive a benefit under the Plan, and any 
            such Participant, Surviving Spouse or other person shall have the 
            rights of a general unsecured creditor of the Company with respect 
            to any rights under the Plan.  Notwithstanding the foregoing, the
            Retirement Committee or the Board of Directors, in their 
            discretion, may segregate the assets in a separate trust (treated
            for tax purposes as a Rabbi trust), for the payment of Plan 
            Benefits and such segregation shall not be regarded as funding 
            the Plan.
            
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            8.3.   Anti-assignment.  To the maximum extent permitted by law, 
            no benefit payable under the Plan shall be subject in any manner 
            to anticipation, alienation, sale, transfer, assignment, pledge, 
            attachment, encumbrance, or charge prior to actual receipt 
            thereof by the payee; and any attempt so to anticipate, alienate,
            sell, transfer, assign, pledge, attach, encumber, or charge prior 
            to such receipt shall be void.

            8.4.   Administration.  The Retirement Committee shall be 
            responsible for the general operation and administration of the 
            Plan and for carrying out the provisions thereof.  All provisions
            set forth in the AHPC Retirement Plan with respect to the 
            administrative powers and duties of the Retirement Committee, 
            expenses of administration, and procedures for filing claims shall
            also be applicable with respect to the Plan.  The Retirement 
            Committee shall have the full discretionary authority to construe 
            and interpret the Plan, including the right to remedy possible
            ambiguities, to adopt, amend, and rescind rules and regulations 
            for the administration of the plan, and generally to conduct and 
            administer the Plan and to make all determinations in connection 
            with the Plan as may be necessary or advisable.  All such actions
            of the Retirement Committee shall be conclusive and binding upon 
            all Participants, Beneficiaries and Surviving Spouses.  The
            Retirement Committee shall be entitled to rely conclusively
            upon all tables, valuations, certificates, opinions, and
            reports furnished by any actuary, accountant, controller,
            counsel, or other person employed or engaged by the Company with 
            respect to the Plan.

            8.5.   State Law.  The Plan is established under and will be 
            construed according to the laws of the State of New York, to the 
            extent that such laws are not preempted by ERISA and the 
            regulations promulgated thereunder.

            8.6.    Incapacity of Recipient.  In the event a Participant, or 
            Surviving Spouse is declared incompetent and a conservator or 
            other person legally charged with the care of his/her person or 
            his/her estate is appointed, any benefits under the Plan to which
            
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            such Participant, or Surviving Spouse is entitled shall be paid to 
            such conservator or other person legally charged with the care of
            his/her person or estate.


                            SECTION NINE-CLAIMS PROCEDURE


            If a Participant does not receive the timely payment of the
            benefits which he/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 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 Administrator.  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
            
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            the denial is based, 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 Eleven.
            
            If no action is taken by the Administrator on a Participant's 
            claim within 90 days after receipt by the Administrator, such 
            claim shall be deemed to be denied for purposes of the 
            following appeals procedure.  Any applicant 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 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 on any
                      facts in support thereof; and
                 
                 (c)  set forth any issues or comments which the
                      Participant deems pertinent to the appeal.
            
            The Administrator shall act upon each appeal within 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 120 days after the appeal is
            received by it.  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
            
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            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.
            
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