Exhibit 10.27

                       AMERICAN HOME PRODUCTS CORPORATION

              1994 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS

 (Initially approved by stockholders on April 20, 1994 and as amended by the
Board of Directors on January 28, 1999)

         Section 1. Purpose. The purpose of the Restricted Stock Plan for
Non-Employee Directors of American Home Products Corporation is to attract and
retain qualified persons who are not employees or former employees of the
Corporation or any of its subsidiaries or affiliates for service as members of
the Board of Directors by granting such directors shares of the Company's Common
Stock, which are restricted in accordance with the terms and conditions set
forth below, and thereby encouraging ownership in the Company by non-employee
directors.

         Section 2. Definitions. Whenever used herein, unless the context
otherwise indicates, the following terms shall have the respective meaning
 set forth below:

         Act: The Securities Exchange Act of 1934, as amended.

         Board Membership: The period of time during which a person serves on
         the Board of Directors, regardless of whether occurring before or after
         the Effective Date.

         Board of Directors (or Board): The Board of Directors of the Company.

         Committee: The Compensation and Benefits Committee of the Board
         of Directors appointed to administer the Plan in accordance with
         Section 7 hereof.

         Common Stock: Common Stock, par value $.33 1/3 per share, of American
         Home Products Corporation.

         Company: American Home Products Corporation or any successor to
         it in ownership of substantially all of its assets, whether by merger,
         consolidation or otherwise.

         Director: Any member of the Board of Directors.

         Disability: A medically determinable physical or mental impairment
         which renders a participant substantially unable to function as a
         Director.

         Effective Date: The date specified in Section 10 hereof.

         Eligible Director (or Non-Employee Director): Any Director who is
         not an employee or former employee of the Company or any of its
         subsidiaries or affiliates.

         Participant: Each Director to whom Restricted Stock is granted under
         the Plan.

         Plan: The 1994 Restricted Stock Plan for Non-Employee Directors of
         American Home Products Corporation.

         Restricted Period: The period of time from the date of grant of the
         Restricted Stock until the earliest to occur of the events described in
         Section 4(b) hereof.

         Retirement Benefit: A normal benefit payable under the Retirement Plan.

         Retirement Plan: The American Home Products Corporation Retirement Plan
         for Outside Directors, as amended.

         Restricted Stock: Common Stock granted under the Plan which is
         subject to restrictions in accordance with Section 4 hereof.

         Year of Board Membership: 365 consecutive days of Board Membership.

         Section 3. Eligibility and Grants.

         (a) 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. Each Eligible Director on the Effective Date of the Plan shall
receive a grant of eight hundred (800) shares of Restricted Stock. In addition,
each person who becomes an Eligible Director for the first time after the
Effective Date of the Plan shall also receive a grant of eight hundred (800)
shares of Restricted Stock, effective as of the date of such person's election
as an Eligible Director. Thereafter, each Eligible Director shall be granted
eight hundred (800) shares of Restricted Stock for each subsequent Year of Board
Membership, up to a maximum of four thousand (4,000) shares of Restricted Stock
per Eligible Director. Notwithstanding anything to the contrary contained in
this Plan, if a Participant shall terminate service as a Director due to death
or Disability prior to having been granted the maximum number of shares of
Restricted Stock hereunder and provided the Participant is not then eligible for
a Retirement Benefit under the Retirement Plan, then such Participant, or such
Participant's beneficiary or estate, as the case may be, shall be granted
additional shares of Restricted Stock which together with the shares previously
granted under the Plan will equal such maximum number of shares and all
restrictions applicable to such shares shall lapse on the later of the date of
such termination of service or six months after the date of grant. If required
by the Committee, each grant of Restricted Stock shall be evidenced by a written
agreement duly executed by or on behalf of the Company and the Participant.

         (b) Number of Shares. The total number of shares of Restricted Stock
which may be granted under the Plan shall not exceed 100,000. The shares may be
authorized and unissued or issued and reacquired shares, as the Board of
Directors from time to time may determine. Shares of Restricted Stock that are
forfeited before the restrictions lapse shall be available for subsequent grants
of Restricted Stock under the Plan.

         (c)  Non-Consecutive Terms. An Eligible Director who is elected to
non-consecutive terms of Board Membership shall receive additional grants of
shares of Restricted Stock at the time of such re-election to the Board and
thereafter as provided in Section 3, provided that the amounts so granted, when
aggregated with the number of shares of Restricted Stock previously granted to
such Director with respect to which the restrictions thereon shall have lapsed,
does not exceed four thousand (4,000) shares.

         Section 4. Terms and Conditions of Restricted Stock. The restrictions
set forth in this section shall apply to each grant of Restricted Stock for the
duration of the Restricted Period.

         (a) Restrictions. A stock certificate representing the number of shares
of Restricted Stock granted shall be registered in the Participant's name but
shall be held in custody by the Company for the Participant's account. The
Participant shall have all rights and privileges of a stockholder as to such
Restricted Stock, including the rights to vote and to receive dividends, except
that, subject to the provisions of Sections 3(a) and 4(b), the following
restrictions shall apply: (i) the Participant shall not be entitled to delivery
of the certificate until the expiration of the Restricted Period; (ii) none of
the shares of Restricted Stock may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the Restricted Period; (iii) the
Participant shall, if requested by the Company, execute and deliver to the
Company, a stock power endorsed in blank. The Participant shall forfeit all
shares of Restricted Stock with respect to which such restrictions do not lapse
at the end of the Restricted Period. Upon the forfeiture (in whole or in part)
of shares of Restricted Stock, such forfeited shares shall become treasury
shares of the Company without further action by the Participant. The Participant
shall have the same rights and privileges, and be subject to the same
restrictions, with respect to any shares received pursuant to Section 6.

         (b) Events. The Restricted Period shall end upon the first to occur of
the following events:

                  (i) Five Years of Service. The Participant completes at least
five (5) years of service from the date of the initial grant of Restricted Stock
to the Participant under the Plan.

                  (ii) Disability. The Participant ceases to be a Director by
reason of Disability; provided, however, that if the Participant is at such time
entitled to a Retirement Benefit, then the Restricted Period shall be deemed not
to have lapsed. In such case, all shares of Restricted Stock will be forfeited.

                  (iii) Death. The Participant ceases to be a Director by reason
of death; provided, however, that if the Participant is at such time entitled to
a Retirement Benefit, then the Restricted Period shall be deemed not to have
lapsed. In such case, all shares of Restricted Stock will be forfeited.

         (c) Delivery of Restricted Shares. At the end of the Restricted Period
as herein provided, subject to Section 3(a), a stock certificate for the number
of shares of Restricted Stock with respect to which the restrictions have lapsed
shall be delivered, free of all such restrictions, to the Participant or the
Participant's beneficiary or estate, as the case may be, subject to the
withholding requirements of Section 9 hereof. The Company shall not be required
to deliver any fractional share of Common Stock but will pay, in lieu thereof,
the fair market value (measured as of the date the restrictions lapse) of such
fractional share to the Participant or the Participant's beneficiary or estate,
as the case may be. Notwithstanding the foregoing, a Participant may make an
irrevocable election to cause the Company to contribute such Restricted Shares
to the Restricted Stock Trust which he or she otherwise would have received from
the Plan by completing a deferral election form provided by the Company, wherein
such shares shall be held, subject to the claims of the Company's creditors,
until delivered to the Participant in accordance with such election.

         Section 5. Regulatory Compliance and Listing. The issuance or delivery
of any shares of Restricted Stock 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 or any 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 such shares if the issuance or delivery
thereof shall constitute a violation of any provision of any law or any
regulation of any governmental authority or any national securities exchange.

         Section  6. Adjustments. 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 Committee may make such
equitable adjustments, to prevent dilution or enlargement of rights, as it may
deem appropriate in the number and class of shares authorized to be granted
hereunder.

         Section 7. Administration. The Plan shall be administered by the
Compensation and Benefits Committee, consisting of three or more Directors each
of whom shall be a "disinterested Director" within the meaning of Rule 16b-3
under the Act. 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.

         Section 8. Termination or Amendment. 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 5), provided,
however, that, unless otherwise required by law, the rights of a Participant
with respect to shares of Restricted Stock granted prior to such termination,
alteration or amendment may not be impaired without the consent of such
Participant and, provided further, without the approval of the Company's
stockholders, no alteration or amendment may be made which would (i) increase
the aggregate number of shares of Restricted Stock that may be granted under the
Plan (except by operation of Section 6), or (ii) change the category of
Directors eligible to receive shares of Restricted Stock under the Plan.
Notwithstanding the foregoing, the Plan shall not be amended more than once
every six months, other than to comport with changes in the Internal Revenue
Code, the Employee Retirement Income Security Act or the rules thereunder. The
Company intends that the Plan and the grants of Restricted Stock hereunder shall
comply with the conditions of Rule 16b-3 of the Act and qualify for the
exemption from Section 16(b) of the Act as a "formula plan". Should any
provisions hereof not be necessary in order to comply with the requirements of
such Rule or should any additional provisions be necessary in order to so
comply, the Board of Directors may amend the Plan accordingly, without the
necessity of obtaining the approval of the Company's stockholders.

         Section 9.  Miscellaneous.

         (a) Right to Re-election. Nothing in the Plan shall be deemed to create
any obligation on the part of the Board to nominate any Director for re-election
by the Company's stockholders, nor confer upon any Director the right to remain
a member of the Board of Directors.

         (b) Withholding and Responsibility For Taxes. The Company shall satisfy
any tax withholding obligation required by law by reducing the number of shares
of Common Stock otherwise deliverable to the Participant or the Restricted Stock
Trust, as the case may be. To the extent no taxes are required to be withheld on
the delivery of the shares of Common Stock to the Participant or the Restricted
Stock Trust, the Participant shall be responsible for the payment of all
applicable taxes.

         (c) Governing Law. This Plan shall be governed by the law of the State
of Delaware and in accordance with such federal laws as may be applicable.

         (d) Construction. Wherever any words are used herein in the masculine
gender they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used
herein in the singular form they shall be construed as though they were also
used in the plural form in all cases where they would so apply.

         Section 10. Effective Date. The Plan shall be submitted to the
stockholders of the Company for their approval at the Annual Meeting of
Stockholders to be held on April 20, 1994. The Plan shall become effective upon
the affirmative vote of the holders of a majority of the shares of Common Stock
present, or represented, and entitled to vote at the meeting.