AMERICAN HOME PRODUCTS CORPORATION

                           DEFERRED COMPENSATION PLAN

                          Effective as of July 31, 1997



                          Amended as of January 1, 2000


                                     PURPOSE

The purpose of the Deferred  Compensation  Plan (the "Plan") is to encourage the
retention  of a key group of  management  employees  by  allowing  them to defer
various types of compensation.


                            SECTION ONE - DEFINITIONS
Whenever  used in the  Plan,  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) "Beneficiary" - means one or more persons or entities  (including a
trust or estate) designated by an Employee, at any time or from time to time, to
receive  any  payment  under the Plan at or after such  Employee's  death.  Such
designation  shall be made on a form provided or approved by the  Administrator.
If at any time a deferred  amount shall become  payable at or after the death of
an  Employee,  and  there  shall  not be in  existence  any  person or entity so
designated, then "Beneficiary" means the estate of such Employee.

         (c) "Board of Directors" - means the Board of Directors of the Company.

         (d) "Bonus  Compensation"  - means  cash  compensation  received  by an
Eligible  Employee  in excess  of  amounts  paid as  salary,  whether  under any
incentive compensation or bonus plan, program or arrangement which is maintained
or which may be adopted by the Company  including the AHPC Management  Incentive
Plan or otherwise.

         (e) "Change of  Control" - shall be deemed to have  occurred if (i) any
"person" (as that term is used in Sections 13 and 14(d)(2) of the Exchange  Act)
other than a Permitted  Holder (as defined  below) is or becomes the  beneficial
owner (as that term is used in Section 13(d) of the Exchange  Act),  directly or
indirectly,  of fifty percent (50%) or more of either the outstanding  shares of
Common Stock or the  combined  voting power of the  Company's  then  outstanding
voting securities entitled to vote generally,  (ii) during any period of two (2)
consecutive  years,  individuals  who  constitute  the Board of Directors of the
Company at the  beginning of such period cease for any reason to  constitute  at
least a majority thereof,  unless the election or the nomination for election by
the  Company's  stockholders  of each new  director was approved by a vote of at
least  three-quarters  (3/4) of the  directors  then  still in  office  who were
directors  at the  beginning  of the period,  or (iii) the  Company  undergoes a
liquidation or dissolution or a sale of all or  substantially  all of the assets
of the Company. No merger,  consolidation,  or corporate reorganization in which
the owners of the combined voting power of the Company's then outstanding voting
securities  entitled  to vote  generally  prior to such  combination,  own fifty
percent (50%) or more of the resulting  entity's  outstanding  voting securities
shall, by itself, be considered a Change of Control. As used herein,  "Permitted
Holder" means:  (i) the Company,  (ii) any corporation,  partnership,  trust, or
other entity controlled by the Company,  and (iii) any employee benefit plan (or
related  trust)  sponsored or maintained  by the Company or any such  controlled
entity.

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

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

         (h) "Company" - means American Home Products Corporation, a
Delaware Corporation.

         (i) "Deemed Rate of Interest" - means a rate of interest deemed payable
on amounts  deferred  under the Plan equal to the  average  of the  quarter  end
yields for a ten-year period ending  September 30 of the prior year, of ten-year
U.S.  Treasury  notes plus two percent  (2%).  Effective  as of June 1, 1999 the
Deemed Rate of Interest shall be ten percent (10%).  The Deemed Rate of Interest
shall  be  calculated,  accrued,  credited,  and  compounded  quarterly  by  the
Treasurer  of the  Company.  The Deemed Rate of  Interest  may be  increased  or
decreased  from time to time by the Board as it may deem  appropriate,  provided
that no such decrease shall be effective for deemed  interest  accruing prior to
the latest of (i) the date of Board action implementing such decrease,  and (ii)
the date such decrease is communicated to Participants.

         (j) "Eligible  Employee" - means an employee of the Company employed in
the United States who either:  (i) is a principal officer of the Company as that
term is defined at Paragraph 30 of the By-Laws of the Company,  or (ii) earns an
annual base salary of not less than one hundred  seventy-five  thousand  dollars
($175,000) or such greater amount as may be determined  from time to time by the
Committee. Whether or not a person is an Eligible Employee will be determined on
a Plan Year by Plan Year basis,  such that a person who qualifies as an Eligible
Employee in a particular Plan Year shall not qualify as an Eligible  Employee in
a subsequent  Plan Year in which  he/she  meets  neither of criteria (i) or (ii)
above.

         (k)      "Exchange Act" - means the Securities Exchange Act of 1934,
 as amended.

         (l)      "Effective Date" - means July 31, 1997.

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

         (n)      "Participant" - means an Eligible Employee who elects to
defer compensation under the terms of the Plan.

         (o) "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.

         (p) "Plan Year" - means the calendar  year,  except that the first Plan
Year which shall be the period  beginning  on the  Effective  Date and ending on
December 31, 1997.

         (q)  "Retirement  Date" - means the date an  Employee  elects to retire
under the provisions of the American Home Products Corporation Retirement Plan -
United States.

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

         (s) "Stock Plans" - means the 1996 Stock  Incentive Plan of the Company
and all similar  prior and  subsequent  plans of the Company  providing  for the
granting of stock options to officers and other key employees of the Company.

         (t) "Tier I Severance  Payments" - means payments  payable  pursuant to
change in control  severance  agreements  entered  into  between the Company and
members of the  Finance  Committee,  Operations  Committee  and other  principal
elected corporate officers of the Company,  which provide for severance benefits
to such  employees  in the  event of their  termination  following  a change  of
control of the Company as defined in the severance agreement.

                    SECTION TWO - DEFERRALS UNDER PRIOR PLANS

An Eligible Employee who, prior to the Effective Date,  elected to defer part or
all of (i) the  cash  portion  of  his/her  Management  Incentive  Plan  ("MIP")
compensation,  (ii) his/her base salary under the Deferred  Compensation Program
("Program")  of the Company,  (iii) the income on the proceeds (net of after-tax
withholding  and  prescribed  fees) of the  cashless  exercise of his/her  stock
options  under  the  Stock  Plans,  i.e.,  proceeds  from the sale of the  stock
resulting from such exercise,  or (iv) the proceeds (net after-tax  withholding)
of the exercise of stock  appreciation  rights, may elect to have such deferrals
or proceeds considered to be credited under the Plan as of the Effective Date in
accordance  with  such  terms  and  conditions  as  may  be  established  by the
Committee.  Thereafter,  such deferrals  shall  continue in accordance  with the
deferral  and  distribution  provisions  of  the  Plan;  provided  that  amounts
attributable  to such  deferrals  shall remain subject to the same elections and
restrictions  as  previously  had been in effect with  respect  thereto,  unless
thereafter  changed by the Eligible Employee in accordance with the terms of the
Plan.


                          SECTION THREE - PARTICIPATION

         (a)  Participation  on the  Effective  Date. An employee of the Company
shall become a  Participant  as of the  Effective  Date if he/she is an Eligible
Employee on the Effective Date and elects to include previously deferred amounts
under the Plan as described in Section Two above or elects to defer on and after
the Effective Date by filing a deferral  election form with the Administrator in
accordance with Section 5.

         (b)  Participation  after the Effective Date. Any Eligible Employee who
has not become a Participant  on the Effective  Date in accordance  with Section
3(a) above shall become a Participant  as of the Effective Date of his/her first
deferral  under the Plan in  accordance  with Section 5 following  the Effective
Date.

                     SECTION FOUR - DEFERRALS UNDER THE PLAN

         (a)      Deferral of Bonus Compensation.

                  (1) A  Participant  may  designate a percentage  of his or her
Bonus  Compensation,  including the cash  portions of his/her MIP  compensation,
payable from the Company  which is payable in a Plan Year (the  "Deferred  Bonus
Compensation")  to be deferred  and  distributed  in  accordance  with a written
election made by the Participant in accordance with Section 5.

                  (2) A Participant's  Deferred Bonus  Compensation shall accrue
deemed interest,  compounded quarterly,  at the Deemed Rate of Interest from the
date such Deferred Bonus Compensation otherwise would have been paid to the date
of distribution.

                  (3) The Company  shall  distribute  to a  Participant  his/her
total  Deferred  Bonus  Compensation  (together  with  deemed  interest  accrued
thereon) in accordance with the deferral period and distribution form designated
by the Participant in accordance with Section 5.

         (b)      Deferral of Base Salary.

                  (1) A Participant  may designate a percentage of his/her total
annual base salary for a Plan Year (the "Deferred  Salary  Compensation")  to be
deferred and  distributed  in  accordance  with a written  election  made by the
Participant  in accordance  with Section 5. However,  no such deferral  shall be
effective  unless the  Participant  elects with respect to the same Plan Year to
have no less than six  percent  (6%) of his/her  total base  salary  deferred in
accordance  with the SESP,  and such SESP deferral shall be subject to the terms
of the SESP and not to this Plan.

                  (2) A Participant's  Deferred Salary Compensation shall accrue
deemed interest,  compounded quarterly,  at the Deemed Rate of Interest from the
date such Deferred  Salary  Compensation  otherwise  would have been paid to the
date of distribution.

                  (3) The Company shall  distribute to the  Participant  his/her
total  Deferred  Salary  Compensation  (together  with deemed  interest  accrued
thereon) in accordance with the deferral period and distribution form designated
by the Participant in accordance with Section 5.

                  (4) A  Participant  may,  upon no less than  thirty (30) days'
advance  written  notice to the Vice  President  - Finance of the Company or any
successor  thereto  as  designated  by the  Committee,  prospectively  terminate
his/her deferral of base salary, effective as of the date stated in such written
notice.  Such  termination  shall not affect the treatment  hereunder of amounts
deferred prior to the effective date of such written notice.


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         (c)      Deferral of Proceeds from a Cashless Exercise/Sale
Transaction.

                  (1) A Participant may designate an amount of the proceeds (net
of withheld taxes and prescribed fees) of a cashless  exercise/sale  transaction
of stock  options  granted  under  the  Stock  Plans  to be held by the  Company
pursuant  to the Plan (the  "Deferred  Stock  Option  Proceeds")  so that deemed
interest  accrued thereon in accordance with clause (2) immediately  below would
be deferred and  distributed in accordance  with a written  election made by the
Participant in accordance with Section 5.

                  (2) A  Participant's  Deferred  Stock  Option  Proceeds  shall
accrue deemed  interest,  compounded  quarterly,  at the Deemed Rate of Interest
from the date the amount of such Deferred Stock Option Proceeds  otherwise would
have been paid.

                  (3) The Company  shall  distribute  to a  Participant  his/her
total Deferred Stock Option  Proceeds  (together  with deemed  interest  accrued
thereon) in accordance with the deferral period and distribution form designated
by the Participant in accordance with Section 5.

                  (4) For purposes of clarity,  it shall be understood  that the
intent of this  Section  4(c) is to provide for a deferral of the  Participant's
taxation only with respect to the deemed  interest  credited in accordance  with
clause (2) above and not on the Deferred Stock Option Proceeds.  As a result, it
is intended that the cashless exercise/sale  transaction shall be taxable to the
Participant  as if no election had been made  hereunder  and, upon  distribution
from the Plan,  only the deemed  interest  accrued on the Deferred  Stock Option
Proceeds,  and not the  Deferred  Stock  Option  Proceeds  themselves,  shall be
taxable to the Participant.

         (d)      Deferral of Proceeds from Exercise of Stock Appreciation
Rights ("SARs").

                  (1) A  Participant  may designate an amount of the proceeds of
the exercise of SARs  ("Deferred  SAR  Proceeds"),  as specified on the deferral
election  form,  to be deferred and  distributed  in  accordance  with a written
election made by the Participant in accordance with Section 5.

                  (2) A Participant's  Deferred SAR Proceeds shall accrue deemed
interest,  compounded  quarterly,  at the Deemed Rate of Interest  from the date
such Deferred SAR Proceeds otherwise would have been paid to the Participant.

                  (3) The Company shall  distribute to the  Participant  his/her
total Deferred SAR Proceeds  (together with deemed interest  accrued thereon) in
accordance  with the deferral  period and  distribution  form  designated by the
Participant in accordance with Section 5.

         (e)      Deferral of Payments from Tier I Severance Agreements.

                  (1) A Participant may designate all or a portion of the amount
of Tier 1 Severance Payments,  which are payable to him or her ("Deferred Tier I
Severance  Payments") as specified on the deferral election form, to be deferred
and distributed in accordance with a written election made by the Participant in
accordance with Section 5.

                  (2) A Participant's  Deferred Tier I Severance  Payments shall
accrue deemed  interest,  compounded  quarterly,  at the Deemed Rate of Interest
from the date such Deferred Tier I Severance  Payments otherwise would have been
paid to the Participant.

                  (3) The Company shall  distribute to the  Participant  his/her
total Deferred Tier I Severance  Payments (together with deemed interest accrued
thereon) in accordance with the deferral period and distribution form designated
by the Participant in accordance with Section 5.

                    SECTION FIVE - FORM OF DEFERRAL ELECTIONS

         (a) All  deferrals  made  under  Section  4 shall be  evidenced  by the
Participant's properly executing a deferred compensation agreement form supplied
by the Administrator in accordance with the rules set forth in this Section 5.

         (b) An election to consider amounts previously  deferred to be credited
under this Plan in  accordance  with Section 2 must be received by the Committee
or its designee prior to the Effective Date.

         (c) An election to defer Bonus  Compensation in accordance with Section
4(a) or base salary in accordance with Section 4(b) with respect to a particular
Plan Year must be received by the  Committee  or its  designee no later than the
last day of the preceding Plan Year. Such election must designate the timing and
form of distribution of such Deferred Bonus Compensation  and/or base salary and
earnings  thereon in accordance  with the options  described in Section 6(a) and
(b), respectively.

        (d) An election to defer proceeds from a cashless/sale  transaction held
by the Company in accordance  with Section 4(c) or Tier I Severance  Payments in
accordance  with Section  (4)(e) with respect to a particular  Plan Year must be
received by the  Committee  or its  designee in a timeframe  established  by the
Committee from time to time. Such election must designate the timing and form of
distribution  of such  proceeds or payments and earnings  thereon in  accordance
with the  options  described  in  Section  6(c)  and/or  6(e),  whichever  being
applicable.

        (e) An  election  to  defer  proceeds  from  the  exercise  of  SARs  in
accordance with Section 4(d) must be received by the Committee no later than six
months prior to the exercise date of the SAR.  Such election must  designate the
timing and form of  distribution  of such  Deferred  SAR  Proceeds  and earnings
thereon in accordance with the options described in Section 6(d).

         (f)  Notwithstanding  the above,  an  employee  who becomes an Eligible
Employee  for the first time during a Plan Year shall be  permitted,  within the
thirty (30) day period  that begins on the first day he/she  becomes an Eligible
Employee,  to make an election to defer base salary  accrued after the effective
date of such election for the remainder of the Plan Year and Bonus  Compensation
payable  with  respect  to the  Plan  Year,  provided,  in  the  case  of  Bonus
Compensation,  that the amount of such compensation,  if any, is not known prior
to the effective date of such election.


<PAGE>



                           SECTION SIX - DISTRIBUTIONS

         (a)      Deferred Bonus Compensation.

                  (1)  Commencement  of Payment of Deferred Bonus  Compensation.
Deferred Bonus  Compensation  (together with deemed  interest  accrued  thereon)
shall  commence to be paid at the election of the  Participant  either:  (i) ten
(10) years  following the date the Deferred Bonus  Compensation  otherwise would
have been paid, or (ii) at the Participant's Retirement Date.

                  (2)  Form of  Distribution  of  Deferred  Bonus  Compensation.
Deferred Bonus  Compensation  (together with deemed  interest  accrued  thereon)
shall be distributed at the election of a Participant  either: (i) in a lump sum
payment payable within ninety (90) days following the time  designated  pursuant
to Section  6(a)(1)  above,  or (ii) in  installment  payments of up to ten (10)
substantially  equal annual  installments,  with the first  installment  payable
within  ninety  (90) days  following  the time  designated  pursuant  to Section
6(a)(1) above, with the remaining  installments  payable within ninety (90) days
following the  anniversaries of such time. The amount of each installment  shall
be determined by dividing the amount  credited to the  Participant's  account at
the time the installment is to be made (including deemed interest) by the number
of remaining installments (including the installment then due).

         (b)      Deferred Salary Compensation.

                  (1)  Commencement of Payment of Deferred Salary  Compensation.
Deferred Salary  Compensation  (together with deemed interest  accrued  thereon)
shall  commence to be paid at the election of the  Participant  either:  (i) ten
(10) years following the date the Deferred Salary  Compensation  otherwise would
have been paid, or (ii) at the Participant's Retirement Date.

                  (2) Form of  Distribution  of  Deferred  Salary  Compensation.
Deferred Salary  Compensation  (together with interest accrued thereon) shall be
distributed at the election of the Participant either: (i) in a lump sum payable
within  ninety  (90) days  following  the time  designated  pursuant  to Section
6(b)(1) above, or (ii) in installment  payments of up to ten (10)  substantially
equal annual installments, with the first installment payable within ninety (90)
days following the time designated  pursuant to Section 6(b)(1) above,  with the
remaining   installments   payable   within  ninety  (90)  days   following  the
anniversaries of such time. The amount of each  installment  shall be determined
by dividing  the amount  credited to the  Participant's  account at the time the
installment is to be made (including deemed interest) by the number of remaining
installments (including the installment then due).


         (c)      Deferred Stock Option Proceeds.

                  (1) Commencement of Payment of Deferred Stock Option Proceeds.
Deferred Stock Option Proceeds  (together with deemed interest  accrued thereon)
shall  commence to be paid at the election of a Participant  either (i) not less
than three (3) years nor more than ten (10) years  following the exercise of the
stock  options  subject  to such  election,  or (ii)  at the  attainment  of the
Retirement Date of the Participant.

                  (2) Form of  Distribution  of Deferred Stock Option  Proceeds.
Deferred Stock Option Proceeds  (together with deemed interest  accrued thereon)
shall be distributed at the election of a Participant  either: (i) in a lump sum
payable within ninety (90) days following the time designated in Section 6(c)(1)
above,  or (ii) in installment  payments of up to ten (10)  substantially  equal
annual installments,  with the first installment payable within ninety (90) days
following  the time  designated  in Section  6(c)(1)  above,  with the remaining
installments payable within ninety (90) days following the anniversaries of such
time. The amount of each installment  shall be determined by dividing the amount
of deferrals in the  Participant's  account at the time the installment is to be
made (including deemed interest thereon) by the number of installments.

                  (3)  Early  Payment  of  Deferred  Stock  Option  Proceeds.  A
Participant  may, upon written  request to the Committee,  receive  payment of a
portion or all of his/her  Deferred  Stock  Option  Proceeds  (as elected by the
Participant)  prior to the date selected  pursuant to Section  6(c)(1) above. In
that  event  of  such  early  payment,  the  deemed  interest  credited  to  the
Participant  for that Plan  Year  shall be one  percent  (1%) less than the rate
otherwise  applicable for the Plan Year, and shall be credited on Deferred Stock
Option Proceeds  distributable  under this Section 6(c)(3) only through the date
of  distribution.  A Participant  shall not be allowed to elect to receive early
payment under this Section  6(c)(3) of any deemed  interest  credited to his/her
Deferred Stock Option  Proceeds,  but only of the Deferred Stock Option Proceeds
themselves.

         (d)      Deferred SAR Proceeds.

                  (1) Commencement of Payment of Deferred SAR Proceeds. Deferred
SAR Proceeds  (together with deemed interest  accrued thereon) shall commence to
be paid at the election of a Participant either (i) ten (10) years following the
exercise  of the SAR  subject  to such  election,  or (ii) at the  Participant's
Retirement Date.

                  (2)  Form  of  Distribution  of  SAR  Proceeds.  Deferred  SAR
Proceeds (together with deemed interest accrued thereon) shall be distributed at
the election of a Participant  either:  (i) in a lump sum payment payable within
ninety (90) days  following  the time  designated  pursuant  to Section  6(d)(1)
above,  or (ii) in installment  payments of up to ten (10)  substantially  equal
annual installments,  with the first installment payable within ninety (90) days
following the time period designated pursuant to Section 6(d)(1) above, with the
remaining   installments   payable   within  ninety  (90)  days   following  the
anniversaries of such time. The amount of each  installment  shall be determined
by dividing the amount of deferrals in the Participant's account at the time the
installment is to be made (including  deemed interest  thereon) by the number of
installments.

         (e)      Deferred Tier I Severance Payment.

                  (1)  Commencement  of Payment  of  Deferred  Tier I  Severance
Payments.  Deferred Tier I Severance  Payments  (together  with deemed  interest
accrued  thereon)  shall  commence to be paid at the  election of a  Participant
either (i) ten (10) years following the deferral of the payments subject to such
election, or (ii) at the Participant's Retirement Date.

                  (2)  Form  of  Distribution  of  Tier  I  Severance  Payments.
Deferred  Tier I  Severance  Payments  (together  with deemed  interest  accrued
thereon) shall be distributed at the election of a Participant  either: (i) in a
lump sum payment  payable within ninety (90) days following the time  designated
pursuant to Section 6(e)(1) above, or (ii) in installment  payments of up to ten
(10) substantially equal annual installments, with the first installment payable
within ninety (90) days following the time period designated pursuant to Section
6(e)(1) above, with the remaining  installments  payable within ninety (90) days
following the  anniversaries of such time. The amount of each installment  shall
be determined by dividing the amount of deferrals in the  Participant's  account
at the time the installment is to be made (including deemed interest thereon) by
the number of installments.

         (f) Payment Upon Separation From Service. Notwithstanding the above, in
the event a  Participant  shall  separate  from  service  with the Company  (for
reasons  other  than  death)  prior to the  commencement  of  payment of his/her
Deferred Bonus Compensation, Deferred Salary Compensation, Deferred Stock Option
Proceeds,  Deferred SAR Proceeds,  and/or Deferred Tier I Severance Payments the
Participant's  account shall be distributed to the  Participant in a single lump
sum,  together  with  deemed  interest  accrued  thereon  through  the  date  of
distribution,  within ninety (90) days following such separation,  provided that
the foregoing  shall not apply in the case of a Participant  who (i) is eligible
to retire under the terms of the American Home Products  Corporation  Retirement
Plan - United States as of his or her date of separation from service,  and (ii)
had  elected to receive  payment of any amounts  deferred  under the Plan in the
form of installment  payments,  commencing at or after his/her  Retirement  Date
(but only with respect to amounts for which such election had been made).

         (g)  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/her  Deferred Bonus  Compensation,  Deferred Salary  Compensation,  Deferred
Option  Proceeds,  Deferred  SAR  Proceeds,  and/or  Deferred  Tier I  Severance
Compensation  such  amount  shall be  distributed  in a  single  lump sum to the
Participant's  Beneficiary(ies),  together with deemed interest  accrued thereon
through the date of such distribution, within ninety (90) days following his/her
death.

         (h)  Notwithstanding  anything in the Plan to the  contrary,  including
Sections 6(a)(1)(ii),  6(b)(1)(ii),  6(c)(1)(ii), 6(d)(1)(ii) and 6(e)(1)(ii), a
Participant  who has elected to commence  payment of any amounts  deferred under
the Plan at his or her Retirement Date or Normal  Retirement  Date, may elect to
defer such  commencement of payments beyond his or her Retirement Date or his or
her Normal Retirement Date to any date which occurs no later than ten (10) years
following  his or her  Normal  Retirement  Date;  provided,  however,  that if a
Participant  elects to receive  multiple  installments,  in no event  shall such
installments  extend beyond the tenth  anniversary of the  Participant's  Normal
Retirement Date.

                          SECTION SEVEN - MISCELLANEOUS

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



<PAGE>



         (b)  Change  of  Control.  In the  event of a Change  of  Control,  all
Deferred Bonus Compensation, Deferred Salary Compensation, Deferred Stock Option
Proceeds,  Deferred SAR Proceeds or Deferred Tier I Severance  Payments shall be
paid to the  Participant in a lump sum,  together with deemed  interest  accrued
thereon,  within ten (10) days following the Change of Control.  Notwithstanding
any other  provision  of the Plan to the  contrary,  with respect to a Change of
Control  which  may occur as a result of the  consummation  of the  transactions
contemplated by the Agreement and Plan of Merger,  dated as of November 3, 1999,
among American Home Products Corporation, Wolverine Sub Corp. and Warner-Lambert
Company, the provisions of this Section 7(b) shall not apply with respect to any
Participant.

         (c)  Employment.  This Plan does not constitute an employment  contract
between the Company and a  Participant.  Nothing in this Plan 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.

         (d)      Construction.  This Plan shall be construed and interpreted
under the laws of the State of New Jersey.

         (e) Taxes.  The Company may withhold from  distributions  made from the
Plan any taxes required to be withheld under federal, state, or local law.

         (f)  Non-Assignable.  Benefits  payable  under  this  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 such distribution shall be void.

         (g) 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  or  the
Administrator  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
and the Administrator.

                        SECTION EIGHT - EMERGENCY BENEFIT

In the event that the  Committee  determines  that the  Employee has suffered an
unforeseeable  financial emergency,  the Administrator shall pay to the Employee
as soon as possible following such determination, an amount not in excess of the
amount needed to satisfy the emergency.  Such payment shall be distributed first
out of the Employee's Deferred Stock Option Proceeds and deemed interest accrued
thereon,  second, out of Deferred Bonus Compensation and deemed interest accrued
thereon,  third, out of Deferred Salary Compensation and deemed interest accrued
thereon,  fourth,  out of Deferred  SAR  Proceeds  and deemed  interest  accrued
thereon and fifth, out of Deferred Tier I Severance Payments and deemed interest
thereon. Deemed interest shall not be accrued for any Employee on an amount paid
to  the  Employee  after  the  date  of  such  payment.  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.  In
determining  whether a  Participant  has  suffered  an  unforeseeable  financial
emergency,  the Administrator  shall apply principals similar to those contained
in Treasury Regulation Section 1.457-2(h)(4).

                    SECTION NINE - 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  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 TEN - AMENDMENT AND TERMINATION

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

                        SECTION ELEVEN - 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 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   or   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  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.