AMERICAN HOME PRODUCTS CORPORATION

                        RESTRICTED STOCK AWARD AGREEMENT


                       UNDER THE 1993 STOCK INCENTIVE PLAN



                                    DATE:  JANUARY 23, 2001
                                    NUMBER OF SHARES UNDERLYING
                                    RESTRICTED STOCK UNITS:  30,000
                                    ------------------------------

Dr. Robert Ruffolo
[address]
[address]


         Under the terms and conditions of this Agreement and of the Company's
  1993 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. Except as provided herein, the terms used in
  this Agreement shall have the same meanings as in the Plan.


         1. No Rights as Stockholders. No shares of the Company's Common Stock
  represented by the Units will be earmarked for you or your account, you shall
  not have any of the rights of a stockholder with respect to such shares and
  you may not sell, transfer, assign, pledge, or otherwise encumber or dispose
  of any Units until actual conversion of Units to Common Stock pursuant to
  Paragraph 2 hereof. Upon issuance of shares of Common Stock as of each
  Anniversary Date (as defined herein), you will be the owner of record of such
  shares of Common Stock 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 shall be entitled to all of the
  rights of a stockholder of the Company, including the right to vote and to
  receive dividends, subject to the provisions of Paragraph 4.

         2. Conversion of Units to Common Stock. (a) Subject to Paragraph 3
  hereof, on each of the first, second, third and fourth anniversaries of
  November 17, 2000 (each, an "Anniversary Date") one-fourth of the Units shall
  be converted to Common Stock, and the Company shall promptly issue either
  (through book-entry form) a credit to an account maintained on your behalf or
  a stock certificate representing such shares in accordance with Paragraph 3
  below free of any restrictive legend, other than as may be required by
  applicable state or federal securities law, and either (i) delivered to you
  promptly or (ii) if you have made or are deemed to have made the election
  under Paragraph 4, contributed to the Restricted Stock Trust, (as defined
  herein) in which case such shares shall be maintained in the Restricted Stock
  Trust and delivery shall be deferred until after your Retirement (as defined
  under the Company's 1999 Stock Incentive Plan) 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
  2(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 2(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 on each Anniversary Date 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.

         3. Termination of Employment. (a) Subject to Section 7(f) of the Plan,
  in the event of termination of your employment during the term of this
  Agreement, except as provided in Paragraph 3(b) or 3(c) below, you shall
  forfeit all rights to Units subject to this Agreement which have not been
  converted to Common Stock and this Agreement shall terminate with no further
  force and effect; provided, however, that the Committee may provide for a
  partial or complete exception to this requirement as it deems equitable in its
  sole discretion.

         (b) Notwithstanding Paragraph 3(a) above, in the event that your
  employment is terminated due to death, Disability (as defined under the
  Company's 1999 Stock Incentive Plan) or Retirement, conversion of the Units
  and delivery of the shares of Common Stock represented thereby (subject to any
  applicable tax withholding as described in Paragraph 2(b) above) 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, in accordance with Paragraph 2(a) and, subject
  to Paragraphs 2(a) and 4, such shares of Common Stock shall be free and clear
  of all restrictions, other than as may be required by applicable state or
  federal securities law.

         (c) Notwithstanding Paragraph 3(a) above, in the event that your
employment is terminated either (i) by the Company without conduct by you
constituting Cause (as defined herein) or (ii) by you under circumstances
constituting Good Reason (as defined herein), conversion of the Units and
delivery of the shares of Common Stock represented thereby will be made to you
as soon as practicable and such shares of Common Stock shall be free and clear
of all restrictions, other than as may be required by applicable state or
federal securities law, and subject to any applicable tax withholding as
described in Paragraph 2(b) above. As used herein, (A) "Cause" shall mean (1)
the conviction of, or plea of guilty or nolo contendere to, a felony or (2) the
willful engaging in gross misconduct which is materially and demonstrably
injurious to the Company; and (B) "Good Reason" shall mean the occurrence,
without your express written consent, of any of the following circumstances (not
cured within a reasonable period of time after written notice thereof by you to
the Company): (A) a reduction in your annual base salary; (B) a substantial
diminution in the nature or status of your responsibilities from those in effect
as of the date hereof; or (C) the relocation of your place of business to a
location more than 100 miles from Radnor, Pennsylvania without the benefit of
the Company's standard relocation package.

         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 each Anniversary Date the shares of Common Stock into which
  Units shall be converted on such date 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 in accordance with Schedule A attached
  hereto. Subject to Paragraph 4(b), below, if you do not make such election,
  such shares shall be delivered to you as provided in Paragraph 2 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 (as herein defined) with respect to the year in
  which an Anniversary Date occurs, then you will be deemed to have made the
  election under Paragraph 4(a) above to have the Common Stock into which Units
  shall be converted on such date contributed to the Restricted Stock Trust.

                  (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 (the "Trust
     Agreement")  to  accommodate  the  deferral of delivery of shares of Common
     Stock  represented  by Units and/or  Restricted  Stock (and  dividends paid
     thereon) as provided in Paragraph  2(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. Miscellaneous. This Agreement may not be amended except in writing
  and neither the existence of the Plan nor this Agreement 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.

         6. 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 shares of Common Stock 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 is in compliance with all applicable laws and regulations. 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 and delivery 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.

         7. Change-in-Control. Notwithstanding the foregoing, in the event that
you become eligible to receive the "Cashout Value" of the Units under the terms
of the Severance Agreement entered into between you and the Company in the form
approved by the Board of Directors on January 29, 1998 (the "Severance
Agreement"), you agree to accept in full satisfaction of the Company's
obligation to pay you such amount: (a) a number of shares of Common Stock equal
to the number of shares underlying the Units; or (b) a number of shares of
capital stock of any successor to the Company equal to the number of shares of
Common Stock referred to in subparagraph (a) above which would have been
converted or exchanged in the transaction constituting the Change-in-Control (as
defined in the Severance Agreement).


                                    AMERICAN HOME PRODUCTS CORPORATION


                                    By: _______________________________
                                          Vice President and 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 Award Agreement)

  I, ___________________, hereby make an election to defer distribution of all
  shares of Common Stock less those shares necessary to satisfy any applicable
  withholding obligation under Paragraph 2(b) of the Restricted Stock Award
  Agreement (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 2, 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 1999 Stock
                                    Incentive 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 an Anniversary  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:  ___________________________________________________