AMERICAN HOME PRODUCTS CORPORATION

                  RESTRICTED STOCK PERFORMANCE AWARD AGREEMENT

                       UNDER THE 1999 STOCK INCENTIVE PLAN




                                    DATE:
                                    NUMBER OF SHARES SUBJECT
                                    TO TARGET AWARD:



Name
Address
CityStateZip

         Under the terms and  conditions of this  Agreement and of the Company's
1999 Stock  Incentive  Plan (the "Plan"),  a copy of which has been delivered to
you and is made a part hereof, the Company hereby awards to you restricted stock
units (the  "Units")  representing  shares of the  Company's  Common  Stock (the
"Common Stock") subject to the  restrictions  set forth in this Agreement in the
amount set forth  above  (the  "Target  Award").  Upon the  satisfaction  by the
Company of certain  performance  criteria as  described  in  Paragraph 3 of this
Agreement,  the Units will be  converted  into  shares of the  Company's  Common
Stock, on the terms and conditions set forth herein.  Except as provided herein,
the terms used in this Agreement shall have the same meanings as in the Plan.

         1. Rights as Stockholders. Prior to the satisfaction of the performance
criteria,  no shares of the Company's Common Stock represented by the Units will
be  earmarked  for you or your account nor shall you have any of the rights of a
stockholder  with respect to such shares.  Upon issuance of the shares of Common
Stock as of the Conversion  Date (as defined herein) or the  Determination  Date
(as defined herein), as the case may be, you will be the owner of record of such
shares and shall receive either (through book-entry form) a credit to an account
maintained  on your behalf or a stock  certificate  representing  such shares of
Common Stock and you shall be entitled to all of the rights of a stockholder  of
the  Company,  including  the right to vote and the right to receive  dividends,
subject to the provisions of Paragraph 4.

         2. Restricted Period.  During the period (the "Restricted Period") from
the date of this  Agreement  through the  Conversion  Date (with  respect to the
Units  converted on such date) and the  Determination  Date (with respect to the
remaining  Units,  if any),  you may not  sell,  transfer,  assign,  pledge,  or
otherwise encumber or dispose of the Units granted hereunder.




<PAGE>


         3. Conversion to Common Stock.  (a) At a meeting of the Committee to be
held  within 60 days after the end of 2002 or at such other time or times as the
Committee in its discretion deems  appropriate,  the Committee shall compare the
EPS (as defined below) with the EPS Target (as defined below) for such year. If,
on the date of such meeting (the "Conversion  Date"),  the Committee  determines
that:

         (i)      EPS is less than 90% of the EPS  Target,  then all rights with
                  respect to the Target  Award shall be subject to  subparagraph
                  3(b) below;

         (ii)     EPS is greater than or equal to 90% of the EPS Target and less
                  than  or  equal  to  95%  of  the  EPS   Target,   then  Units
                  representing  75% of the Target Award shall be converted  into
                  Common  Stock and all rights  with  respect  to the  remaining
                  portion of such Target Award shall be subject to  subparagraph
                  3(b) below;

         (iii)    EPS is  greater  than 95% of the EPS  Target  and less than or
                  equal to 105% of the EPS Target,  then Units  representing the
                  entire Target Award shall be converted into Common Stock; and

         (iv)     EPS is  greater  than  105%  of the  EPS  Target,  then  Units
                  representing  the entire Target Award shall be converted  into
                  Common   Stock  and  you  shall  be  entitled  to  receive  an
                  additional  grant  of  Common  Stock  representing  25% of the
                  Target Award (a "Bonus Award");  such  additional  grant to be
                  made by the Committee at such meeting.

         (b) In the  event  that all or a  portion  of the  Target  Award is not
converted  to Common  Stock on the  Conversion  Date  pursuant to  subparagraphs
3(a)(i) or (ii) above, or the Bonus Award is not earned pursuant to subparagraph
3(a)(iv) above (an "Unearned Bonus Award"), the Units represented by such Target
Award or portion  thereof shall be eligible for subsequent  conversion to shares
of Common Stock as provided in this  subparagraph  and the Unearned  Bonus Award
shall also be eligible to be earned. At a meeting of the Committee to be held on
a date  within  60 days  after  the end of  2004  or on such  other  date as the
Committee in its discretion deems appropriate (the  "Determination  Date"),  the
Committee  shall determine the Total  Shareholder  Return (as defined herein) of
the Company and of each member of the Peer Group (as defined herein),  and shall
mark them comparatively,  for the years 2002 through 2004 and, in the event that
the Company ranks within the highest three,  then Units  representing the Target
Award or portion  thereof  shall be converted to Common Stock on the  applicable
Determination  Date and/or you shall be entitled to receive the  Unearned  Bonus
Award,  if any,  which award shall be granted by the  Committee at such meeting,
and if not, then such amounts shall be forfeited and all rights thereto shall be
surrendered to the Company.

         (c)  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement,  Units shall be  converted  into Common  Stock,  in whole  numbers of
shares only and,  if  necessary,  the  calculations  based upon such  amounts in
subparagraphs  3(a)(ii)  and  3(a)(iv)  above shall be rounded up or down to the
nearest whole number.



<PAGE>


         (d)      As used in this Agreement, the term:

         (i)      "EPS"  means the  earnings  or net  income per share of common
                  stock of the Company for 2002,  adjusted to exclude the effect
                  of extraordinary or unusual items of income or expense, all as
                  determined in good faith by the  Committee  acting in its sole
                  discretion.

         (ii)     "EPS Target" shall be the amount  established by the Committee
                  at a meeting to be held no later than March 1, 2002; provided,
                  however,  that if for any reason the Committee shall determine
                  that the EPS Target is no longer a practicable  or appropriate
                  measure  of  financial  performance,  the  Committee  may take
                  action to  substitute  another  financial  measure as it deems
                  appropriate under the circumstances.

         (iii)    "Peer Group" shall consist of those companies  listed on Annex
                  A attached hereto which Annex may be amended from time to time
                  as a result of circumstances,  e.g.,  merger,  consolidations,
                  etc.,  deemed  by the  Committee  in its  sole  discretion  to
                  warrant such amendment.

         (iv)     "Total  Shareholder  Return"  for any  company  for any period
                  shall mean the percentage change in the per share stock market
                  price of such company's common stock (or equivalent  security)
                  during such period  (assuming  that each of such company's per
                  share dividends are reinvested in such security at the closing
                  market  per  share  price  as of the last  trading  day of the
                  calendar  quarter  in  which  the  ex-dividend  date  for such
                  dividend  occurs)  which shall be  calculated in good faith by
                  the Committee acting in its sole discretion.


         4. Restricted Stock Trust. (a) Subject to Paragraph 4(b) below, you are
eligible  to make a  one-time  irrevocable  election  to cause  the  Company  to
contribute as of the Conversion Date and the  Determination  Date, the shares of
Common  Stock  issuable  hereunder,  to the  Restricted  Stock Trust (as defined
below) by completing  the form set forth on Schedule A attached  hereto  wherein
such  shares  of  stock  shall be  held,  subject  to  claims  of the  Company's
creditors,  until delivery to you under the terms of Paragraph 5 herein. Subject
to Paragraph 4(b), below, if you do not make such election, such shares shall be
delivered to you as provided in Paragraph 5(a)(i) of this Agreement.

         (b)  Notwithstanding   anything  to  the  contrary  contained  in  this
Agreement, if you are or, in the judgment of the Committee, are expected to be a
Named Executive Officer with respect to the year in which the Conversion Date or
the Determination Date occurs, then you will be deemed to have made the election
under  Paragraph  4(a) above to have the Common Stock  issuable  hereunder as of
such date and thereafter contributed to the Restricted Stock Trust.



<PAGE>


         (c)      For purposes of this Agreement:

         (i)      "Named  Executive  Officer"  shall  mean the  Chief  Executive
                  Officer of the Company or any of the four highest  compensated
                  officers  (other  than  the  Chief  Executive  Officer  of the
                  Company)  whose total  compensation  payable is required to be
                  reported to shareholders under the Securities  Exchange Act of
                  1934, as amended (the "1934 Act"); and

         (ii)     "Restricted  Stock  Trust"  means the trust  fund  established
                  under the Restricted Stock Trust Agreement,  dated as of April
                  20, 1994 as amended (the "Trust  Agreement"),  to  accommodate
                  the deferral of delivery of shares of Common Stock represented
                  by Units (and any  dividends  paid  thereon)  as  provided  in
                  Paragraph  5(a)(ii)  of this  Agreement,  which  trust fund is
                  subject to the claims of the Company's general creditors under
                  federal  and  state  law in the  event  of  insolvency  of the
                  Company as described in the Trust Agreement.

         5. Delivery of Shares of Common Stock.  (a) Subject to Paragraphs 4 and
9 of this  Agreement,  as soon as practicable  after each of the Conversion Date
and the Determination  Date, all shares of Common Stock, if any, to be issued to
you as of any such date,  shall be issued either (through  book-entry form) by a
credit to an account maintained on your behalf or a certificate representing the
Common  Stock free of any  restrictive  legend  other than as may be required by
applicable state or federal  securities law, with such Common Stock to be either
(i) so  delivered to you promptly or (ii) if you have made or are deemed to have
made the election under Paragraph 4 above,  contributed to the Restricted  Stock
Trust,  in which case such shares shall be  maintained in the  Restricted  Stock
Trust and delivery  shall be deferred in accordance  with the election set forth
on Schedule A attached hereto,  or if either (1) no such election is made or (2)
your  employment  with the Company is  terminated  prior to  Retirement  for any
reason  (including  death),  delivery shall be made on the first business day of
the calendar  year  following  your  termination  of  employment or as otherwise
provided in the Trust Agreement.

         (b)  Notwithstanding  any other provisions hereof, the number of shares
of Common  Stock which shall be  delivered  to you  pursuant to  Paragraph  5(a)
either  directly or from the  Restricted  Stock Trust shall be (i) the number of
such shares  which would have been  delivered  in the absence of this  Paragraph
5(b) minus (ii) the number of whole shares of Common Stock  necessary to satisfy
the minimum federal, state and/or local income tax withholding obligations which
are imposed on the Company by applicable  law in respect of the delivery of such
award  as well as  other  withholding  obligations  (e.g.  Social  Security  and
Medicare)  which may be due and payable under  applicable law as of the lapse of
the Restricted Period as defined in Paragraph 2, whether or not delivery of such
shares  is  deferred  under  Paragraph  4 (and  which  may be  satisfied  by the
reduction  effected  hereby  in the  number  of  deliverable  shares),  it being
understood  that the value of the shares  referred to in clause (ii) above shall
be determined,  for the purposes of satisfying such withholding obligations,  on
the basis of the  average  of the high and low per share  prices  for the Common
Stock as  reported  on the  Consolidated  Transaction  Reporting  System  on the
designated date of delivery,  or on such other  reasonable basis for determining
fair market value as the Committee may from time to time adopt.


         6. Termination of Employment.  (a) Subject to Section 7(f) of the Plan,
in the event of your termination of employment  during the Restricted Period for
any reason other than death,  Disability  or  Retirement,  you shall forfeit all
rights to all Units  granted  hereunder and you agree to assign,  transfer,  and
deliver such Units to the Company,  provided,  the  Committee  may provide for a
partial or complete  exception to this  requirement as it deems equitable in its
sole discretion.


         (b) In the event that your  employment is terminated  due to Disability
or Retirement,  or in the event of your death,  vesting of Units relating to the
Target  Award and any related  Bonus Award and  delivery of the shares of Common
Stock of the Company  represented thereby will be made to you or your designated
beneficiary  or  your  legal  representative,   legatee  or  such  other  person
designated by an appropriate  court as entitled to receive the same, as the case
may be, on the terms and, subject to the conditions of this Agreement, including
Paragraph 3 above.


         7.       [Reserved].

         8.  Miscellaneous.  This Agreement may not be amended except in writing
and neither the  existence of the Plan and this  Agreement  nor the Target Award
granted  hereby shall create any right to continue to be employed by the Company
or its  subsidiaries  and  your  employment  will  continue  to be at  will  and
terminable  at will by the  Company.  In the event of a  conflict  between  this
Agreement and the Plan, the Plan shall govern.


         9.  Compliance  With Laws. (a) This Agreement  shall be governed by the
laws of the state of  Delaware  and any  applicable  laws of the United  States.
Notwithstanding  anything  herein  to the  contrary,  the  Company  shall not be
obligated  to cause to be  delivered  any Units or shares of Common Stock of the
Company  represented  thereby  pursuant to this  Agreement  unless and until the
Company  is advised by its  counsel  that the  issuance  of such  shares  either
(through book-entry form) by a credit to an account maintained on your behalf or
by delivery of certificates  representing  such shares is in compliance with all
applicable laws and regulations of governmental authority.  The Company shall in
no event be obliged to register any securities pursuant to the Securities Act of
1933 (as now in effect or as  hereafter  amended) or to take any other action in
order to cause the issuance of such shares either (through book-entry form) by a
credit to an account  maintained  on your behalf or by delivery of  certificates
representing such shares to comply with any such law or regulation.

         (b) If you are  subject  to  Section  16 of the 1934 Act,  transactions
under the Plan and this  Agreement  are  intended to comply with all  applicable
conditions of Rule 16b-3 or its successors under the 1934 Act. To the extent any
provision of the Plan,  this Agreement or action by the Committee  involving you
is  deemed  not to comply  with an  applicable  condition  of Rule  16b-3,  such
provision  or action  shall be  deemed  null and void as to you,  to the  extent
permitted by law and deemed advisable by the Committee.  Moreover,  in the event
the Plan and/or  this  Agreement  does not include a provision  required by Rule
16b-3  to be  stated  therein,  such  provision  (other  than  one  relating  to
eligibility  requirements or the price and amount of awards as applicable) shall
be deemed  automatically  to be  incorporated  by reference into the Plan and/or
this  Agreement  insofar as you are  concerned,  with such  incorporation  to be
deemed effective as of the effective date of such Rule 16b-3 provision.





                                    AMERICAN HOME PRODUCTS CORPORATION


                                    By:
                                        ---------------------------------

                                        Vice President and Corporate Treasurer

Accepted and agreed to:




Name (Please Print)                                  Social Security Number



Signature                                            Date of Birth


<PAGE>



                                                     SCHEDULE A

                                  ELECTION FORM

                    (To Be Completed in Conjunction with Your
                  Restricted Stock Performance Award Agreement)

     I, , hereby make an election to defer  distribution of all shares of Common
Stock  issuable  to me  pursuant  to  the  Restricted  Stock  Performance  Award
Agreement  (the   "Agreement")  less  those  shares  necessary  to  satisfy  any
applicable  withholding  obligation under Paragraph 5(b) of the Agreement and to
cause the Company to contribute such shares to the Restricted  Stock Trust (with
any dividends thereon to be reinvested under the AHPC Master Investment Plan).

  See Note Below

  I, , hereby  make an  election  to receive a  distribution  of such  number of
  shares  in the  Restricted  Stock  Trust  under  the  Agreement  to which I am
  entitled  in  substantially  equal  annual  installments  over a period not to
  exceed ten years as follows  commencing,  at the time indicated by my election
  as set forth below,  subject to the  provisions  of the  Agreement,  including
  Paragraph 5,  thereof  (provided,  however,  that in the event of my death all
  remaining installments shall be accelerated and distributed promptly):

  Circle the number of annual installments:

  2     3     4     5     6     7     8     9     10


  Indicate your election:

  Commencing after:        ___      Retirement (as defined in the Plan)
                           ___      Specific date to commence distribution
                                    after my Retirement Date but in no event
                                    shall any annual installment be made after
                                    the tenth anniversary of my Normal
                                    Retirement Date (age 65).  Indicate
                                    specific date:  ____________________
                                    month/day/year


  These elections shall be irrevocable upon execution of the Agreement.





  Signature of Executive


  Dated:
          ------------------------------------------------------

  Witnessed:
             ---------------------------------------------------

  NOTE:  1.  If you are or are  expected to be a Named  Executive  Officer
         with respect to any year in which a Conversion  Date or  Determination
         Date  occurs,  you  will be  deemed  to have  elected deferred
         distribution hereunder.

<PAGE>



                             Beneficiary Designation

  In the event of my death,  I  designate  the  following  beneficiary  (ies) to
  receive any shares of the Company's  Common Stock to be  distributed  to me or
  which have been deferred on my behalf to the Restricted Stock Trust under this
  Agreement together with any dividends thereon.






  Beneficiary (ies)






  Contingent Beneficiary (ies)





  Signature of Executive



  Dated:
          ---------------------------------------------------------------

  Witnessed:
              -----------------------------------------------------------



<PAGE>

                                                                  Annex A

                                   Peer Group


                               Abbott Laboratories

                          Bristol-Myers Squibb Company

                                Johnson & Johnson

                              Eli Lilly and Company

                                Merck & Co., Inc.

                                   Pfizer Inc.

                           Schering-Plough Corporation

                             Warner-Lambert Company