AMERICAN HOME PRODUCTS CORPORATION
                                STOCK OPTION PLAN
                           FOR NON-EMPLOYEE DIRECTORS
              (Effective as of March 2, 1999 and as amended by the
                      Board of Directors on June 21, 2001)


     1. Purpose.  The purpose of the American Home  Products  Corporation  Stock
Option Plan for  Non-Employee  Directors  (the  "Plan") is to attract and retain
qualified  persons who are not  employees or former  employees of American  Home
Products  Corporation  (the "Company") or any of its  subsidiaries or affiliates
for service as members of the Board of  Directors  of the  Company by  providing
such members with an interest in the Company's  success and progress by granting
them  non-qualified  options  ("Options")  to purchase  shares of the  Company's
common stock, par value $.33 1/3 per share (the "Common Stock").

     2.  Administration.  The Plan shall be administered by the Compensation and
Benefits  Committee or any successor  thereto (the  "Committee") of the Board of
Directors  (the "Board") of the Company.  Questions  involving  eligibility  for
grants of Options,  entitlement to Options or the operation of the Plan shall be
referred  to the  Committee.  All  determinations  of  the  Committee  shall  be
conclusive.  The  Committee  may obtain  such advice or  assistance  as it deems
appropriate from persons not serving on the Committee.

     3.  Eligibility  and Grants.  To be eligible to  participate in the Plan, a
director must not be an employee or former employee of the Company or any of its
subsidiaries  or  affiliates.  On the date in each  calendar  year of the Annual
Meeting of Stockholders of the Company,  each eligible  director elected at such
Annual Meeting shall automatically be granted an Option to purchase 3,000 shares
of Common  Stock;  provided,  however,  that such  amount  may be  increased  or
decreased by the Committee in the first calendar quarter of each year to reflect
the competitive environment with respect to director compensation. Each eligible
director  to  whom  Options  are  granted  is  hereinafter   referred  to  as  a
"Participant."  Each grant of Options shall be evidenced by a written  agreement
duly executed and delivered by or on behalf of the Company and the Participant.

     4. Shares  Available.  Subject to adjustment as provided in Section 10, the
maximum  aggregate  number of shares of Common  Stock which  shall be  available
under the Plan for the issuance upon the exercise of Options is 250,000 shares.

     5. Term of Options. Each Option granted under the Plan shall have a term of
ten years from the date of grant,  subject to earlier termination as provided in
Section 8.

     6. Option Price. Options are priced at 100% of the fair market value of the
Common Stock on the date of grant.  Such price shall be subject to adjustment as
provided in Section 10. The fair market  value of a share of Common  Stock shall
be the mean  between the highest and lowest  sales prices of the Common Stock as
reported on the Consolidated Transaction Reporting System ("Fair Market Value").

     7. Exercise of Options.  (a) Subject to Section 8, each Option shall become
100%  exercisable  on the later of (i) the date upon which the  Participant  has
served  one  term-year  as a member of the Board  since the date the  Option was
granted  (which for these purposes shall mean the period from one Annual Meeting
to the subsequent  Annual  Meeting),  and (ii) the date on which the Participant
completes two years of continuous service as a director.

     (b) An Option may be exercised at any time or from time to time,  as to any
or all full shares of Common  Stock as to which the Option is then  exercisable;
provided,  however,  that any such exercise  shall be for at least 100 shares of
Common Stock or, if less, the total number of shares of Common Stock as to which
the Option is then exercisable.

     (c) The  purchase  price of the  Common  Stock as to  which  an  Option  is
exercised shall be paid in full at the time of exercise;  payment may be made in
cash or in shares of Common Stock valued at the number of shares to be purchased
multiplied  by the option price per share or in any other form of  consideration
which has been approved by the  Committee  under the most recent stock option or
incentive plan  applicable to the executive  officers of the Company (the "Stock
Incentive Plan").

     8.  Completion  of  Directorship.  (a)  In the  event  of  the  death  of a
Participant  or the  termination of a  Participant's  service as a director upon
retirement  after having attained age 65 with at least 10 years of service or on
account of disability,  any  outstanding  Options held by a Participant  who has
completed at least two years of continuous  service as a director  which are not
yet  exercisable  shall become  exercisable on the day following the date of (i)
death; (ii) retirement;  or (iii) termination of the Participant's  service as a
director  by  reason  of  disability,  as the case may be,  and all  outstanding
Options  held by such  Participant  shall  remain  exercisable  until  the tenth
anniversary of the date of grant.

     (b) In the event of a  resignation  or a  termination  of the  service of a
Participant  from the Board (i) for any reason  prior to the  completion  of two
years of continuous  service as a director;  or (ii) thereafter,  for any reason
other than death,  disability or retirement as contemplated under subsection (a)
above,  any  outstanding  Options held by such  Participant  shall expire at the
close of business on the  effective  date of such  resignation  or  termination;
provided,  however, that the Board may, in its discretion,  cause the Options of
such  Participant to become  exercisable,  and/or to remain  exercisable,  for a
period of time subsequent to such  resignation or  termination,  but in no event
may the Options remain  exercisable  after the tenth  anniversary of the date of
grant.

     9.  Regulatory  Compliance  and  Listing.  The  issuance or delivery of any
shares of Common  Stock upon the  exercise  of Options may be  postponed  by the
Company  for such  period  as may be  required  to  comply  with any  applicable
requirements   under  the  federal   securities  laws,  any  applicable  listing
requirements  of any national  securities  exchange and  requirements  under any
other law or  regulation  applicable to the issuance or delivery of such shares,
and the Company  shall not be obligated to issue or deliver any shares of Common
Stock if the issuance or delivery of such shares shall constitute a violation of
any  provision  of any law or of any  rule  or  regulation  of any  governmental
authority or any national securities exchange.

     10.  Adjustment  in Event of Changes in  Capitalization.  In the event of a
recapitalization,  stock  split,  stock  dividend,  combination  or  exchange of
shares, merger, consolidation,  rights offering,  separation,  reorganization or
liquidation,  or any other  change in the  corporate  structure or shares of the
Company,  the number of shares of Common Stock that may be awarded as Options or
that are subject to outstanding  Option  grants,  and the option price per share
under outstanding Options,  shall be adjusted  automatically to prevent dilution
or enlargement of rights.

     11.  Termination  or  Amendment  of the  Plan.  The  Board  may at any time
terminate the Plan and may from time to time alter or amend the Plan or any part
thereof (including any amendment deemed necessary to ensure that the Company may
comply with any regulatory requirement referred to in Section 9), provided that,
unless  otherwise  required by law, the rights of a Participant  with respect to
Options  granted prior to such  termination,  alteration or amendment may not be
impaired without the consent of such Participant.

     12.  Miscellaneous.  (a)  Nothing in the Plan shall be deemed to create any
obligation  on the part of the Board to nominate any director for  reelection by
the Company's shareholders.

     (b) The Company  shall have the right to require,  prior to the issuance or
delivery  of any  Common  Stock upon the  exercise  of  Options,  payment by the
Participant  of any  taxes  required  by law with  respect  to the  issuance  or
delivery of such  shares.  Such amount may be paid in cash,  in shares of Common
Stock previously owned by the Participant (based on the Fair Market Value), or a
combination of cash and shares of Common Stock.

     (c) The shares of Common  Stock to be issued  upon the  exercise of Options
under the Plan shall,  unless otherwise  determined by the Committee,  be shares
which have been or may be reacquired by the Company.

     (d)  The  Options  granted  hereunder  shall  not  be  transferable  by the
Participants  hereunder  otherwise  than  by will or the  laws  of  descent  and
distribution  except to the extent permitted under the Stock Incentive Plan with
respect to executive officers of the Company.

     (e) This  Plan and  Options  granted  hereunder  shall be  governed  by and
construed in accordance  with the laws of Delaware and in  accordance  with such
federal laws as may be applicable.

     13.  Change in Control.  Upon the  occurrence  of a Change in Control,  all
Options granted under the Plan as of the date of such occurrence (which have not
previously expired) will become vested and exercisable and,  notwithstanding the
provisions of Section 8(b) of the Plan or any other  provisions to the contrary,
will  remain  exercisable  until  the  tenth  anniversary  of the date of grant.
Furthermore,  upon the occurrence of a Change in Control, the Committee,  in its
sole  discretion  and  without  liability  to any  person,  may take such  other
actions,  if any, as it deems necessary or desirable with respect to any Options
granted hereunder so as to substantially preserve the value, rights and benefits
thereof.  For purposes of this provision,  a Change in Control will be deemed to
have occurred if:

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

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

     (c)  within any 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 or the board of  directors of a successor to the
          Company.  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 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).