American Home Products Corporation
                           MANAGEMENT INCENTIVE PLAN


  (As amended by the Board of Directors on February 6, 1997 and as approved by
                        stockholders on April 28, 1997.)

                                   I. Purpose

     The Management Incentive Plan (the "Plan") is maintained by the Corporation
primarily for the purpose of providing immediate and deferred incentive
compensation for a select group of management and highly compensated employees
and is designed to provide for awards to selected key salaried employees in
executive, administrative, technical, professional or other important
capacities, who individually, or as members of a group, contribute in a
substantial degree to the success of the Company, thus affording to them a means
of participating in that success and an incentive to contribute further to that
success.

                                II. Definitions

     The following words and phrases as used herein shall have the meanings set
forth below:

     (1) "Company" shall mean American Home Products Corporation (the
Corporation), and any corporation, domestic or foreign, 50% or more of whose
share voting power is held, directly or indirectly, by the Company.

     (2) "Employee" shall mean any key salaried employee of the Company whether
or not an Officer or Director, including individuals whose employment has
terminated during the applicable year by reason of death or retirement.
     (3) "Committee" shall mean the Compensation and Benefits Committee
consisting of three or more Corporation Directors who are not Employees.

     (4) "Average Net Capital" shall mean the average of the beginning and
ending balances, shown in the Corporation's Consolidated Balance Sheet, of the
Stockholders' Equity and funded debt.

     (5) "Net Income" shall mean the "net income for year," after taxes, shown
in the Corporation's Consolidated Statement of Income, adjusted, however, by
adding any amount by which such net income after taxes has been reduced by
provision for awards under the Plan.

     (6) "Incentive Earnings" shall mean the excess of Net Income for any year
over the greater of (a) an amount equal to 12% of Average Net Capital or b) an
amount equal to $.375 multiplied by the average number of shares of the
Corporation's Common Stock outstanding at the close of business on each day of
the year assuming full conversion of the Corporation's Preferred Stock. The
amount of Incentive Earnings shall be reported to the Committee by the
Corporation's Treasurer as promptly after the close of the year as is practical;
provided, however, that such Incentive Earning's and awards based thereon shall
be adjusted downward, if necessary, to reflect the net income for the year
certified by the Corporation's independent public accountants as adjusted as
provided in II (5) above. In the event of stock split, stock dividend or other
relevant change in the Corporation's capitalization, the Committee shall,
subject to the approval of the Board of Directors, appropriately adjust such
$.375 per share of the Corporation's Common Stock.

     (7) "Award Fund" shall mean the amount, not in excess of 12% of Incentive
Earnings, which is recommended by the Committee and approved by the Board of
Directors as the maximum amount to be used for awards under the Plan for the
applicable year. Any unawarded portion of the Award Fund shall not be available
for awards for subsequent years.

                              III. Administration

     The Plan shall be administered by the Committee which may make such
determinations, make such awards and take such other action in connection with
the Plan as it deems necessary, taking into consideration the recommendations of
management. Such determinations, awards and action shall be binding and
conclusive for all purposes and upon all persons unless and except to the extent
that the Board of Directors of the Company shall have previously directed that
all or specified types of action by the Committee shall be subject to approval
by the Board of Directors.

                                IV. Eligibility

     The individuals eligible to receive awards under the Plan shall be such
Employees as the Committee shall determine each year.

                                   V. Awards

     The Committee shall determine the awards to be made for any year subject to
the following: (1) the award amounts payable with respect to any year to an
Employee who for such year is the Chief Executive Officer of the Corporation or
one of the Corporation's four other highest compensated officers (as determined
in accordance with Section 162(m) of the Internal Revenue Code of 1986, as
amended) shall not exceed 3% of the Award Fund, and, (2) the portion of the
Award Fund remaining after the awards to the Employees in (1) above shall be
available for awards to other Employees in such amounts as the Committee
determines. In no event, however, shall the amount of an award payable to any
Employee exceed the Employee's total compensation for the year, excluding only
any award under the Plan. Awards may be in whole or in part (a) current and
payable in cash ("Cash Award"), or (b) deferred and conditional and payable (i)
in cash ("Contingent Cash Award") or (ii) in shares of the Corporation's Common
Stock ("Contingent Stock Award"). The aggregate number of shares of the
Corporation's Common Stock which may be issued under the Plan shall be
24,000,000 (plus the number of shares credited in respect of dividends as
hereinafter provided) and all such shares shall be from Treasury Stock or from
authorized and unissued shares as the Board of Directors shall from time to time
determine. In the event of stock split, stock dividend or other relevant change
in the Corporation's capitalization, the Committee shall, subject to the
approval of the Board of Directors, appropriately adjust such maximum number of
shares.

     Insofar as the Committee has not predetermined the manner of payment of
awards, whether in terms of individuals or classifications on the basis of age,
salary, amount of award or other criteria, the Committee may permit eligible
Employees to indicate a preference, which shall not be binding on the Committee,
within limits established by the Committee, that all or any portion of an award
be a Cash Award, a Contingent Cash Award or a Contingent Stock Award.

                             VI. Payment of Awards

(1) Cash Awards
     The amount of each Cash Award shall be paid in cash as soon as practicable
after the close of the calendar year for which the award is made.

(2) Contingent Cash Awards
     The Company shall credit the amount of each Contingent Cash Award to the
Employee's Contingent Award Account and shall, subject to the conditions of
paragraph VI(4), pay the same out in equal installments on the five succeeding
anniversaries of the date of the award.

(3) Contingent Stock Awards
     (a) The amount of each Contingent Stock Award shall be used to determine
the largest full number of shares of the Corporation's Common Stock which such
amount would purchase at the average closing market price of such Common Stock
on the Consolidated Transaction Reporting System for the last five business
days, on which at least one sale of such Common Stock took place on such System,
of the calendar year for which the award is made. The Company shall credit the
Employee's Contingent Award Account as of the date of the award with the number
of shares so determined. At no time after such credit and prior to the delivery
of the shares so credited shall any of such shares be earmarked for his or her
account, nor shall he or she have any of the rights of a stockholder with
respect to such shares. Any excess of the Contingent Stock Award remaining after
such computation of shares of stock shall be carried forward and treated as an
addition to any future award to the Employee; provided, however, that any such
excess remaining after termination of the Employee's employment shall be paid to
him or her in cash at the time of the first delivery from his or her Contingent
Award Account.

     As of December 31 of each year, the Corporation shall determine the amount
of the dividends which would have been paid during such calendar year with
respect to the number of shares credited in each Contingent Award Account at the
record date for each such dividend payment had the shares so credited then been
issued and outstanding. The Employee's Contingent Award Account shall be
credited with the largest full number of shares of the Corporation's Common
Stock purchasable with the above determined amount at the average closing market
price of such Common Stock on the Consolidated Transaction Reporting System, for
the last five business days, on which at least one sale of such Common Stock
took place on such System, of the calendar year (such share credits in respect
of dividends shall not be deemed awards under the Plan). The cash equivalent of
any excess thereafter remaining shall be carried forward and treated as an
addition to the next succeeding year's dividends on the shares credited to the
Employee's Contingent Award Account; provided, however, that the cash equivalent
of any such excess remaining after final delivery from the Employee's Contingent
Award Account shall be paid to him or her in cash.

     In the event of stock split, stock dividend or other relevant change in the
Corporation's capitalization, the Committee shall, subject to the approval of
the Board of Directors, appropriately adjust the shares of stock theretofore
credited to the Contingent Award Accounts.

     (b) The Company shall, subject to the conditions of paragraph VI(4),
deliver to the Employee the shares of stock credited to his or her Contingent
Award Account in approximately equal installments as soon as practicable after
the first day of January of each of the five years following any termination of
his or her employment, unless the Committee shall otherwise determine.

     (c) Notwithstanding any other provisions hereof, the Committee may in its
absolute discretion provide, with respect to any Contingent Stock Award made to
any participant or participants under the Plan, that in the event of any
delivery of shares of Common Stock by the Company pursuant to such Contingent
Stock Award, the number of such shares which the recipient thereof shall be
entitled to receive and which shall be delivered by the Company shall be (i) the
number of such shares which would have been delivered in the absence of this
paragraph VI(3)(c), 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 (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 date
of authorization of delivery by the Committee, or on such other reasonable basis
for determining fair market value as the Committee may from time to time adopt.
Notwithstanding any term or provision of this paragraph VI(3)(c), in determining
the total number of shares authorized for issuance under the Plan pursuant to
paragraph V hereof and in calculating the limit set forth in paragraph V hereof
on the number of shares which may be awarded to any individual Employee under
the Plan, the reduction in the number of shares effected by this paragraph
VI(3)(c) shall not be taken into account.

(4) Conditions of Payment of Contingent Awards
     (a) In the event that the Employee is discharged for, or after any other
termination of employment is found while employed by the Company to have engaged
in, deliberate gross misconduct, as determined by the Company, no further
payment or delivery shall thereafter be made in respect of his or her Contingent
Cash or Stock Awards and all his or her rights with respect to his or her
Contingent Cash or Stock Awards and all his or her rights with respect to his or
her Contingent Award Account shall thereupon be forfeited.

     (b) In the event of termination of the Employee's employment prior to his
or her retirement for reasons other than death or discharge for deliberate gross
misconduct, as determined by the Company, any unpaid installments of his or her
Contingent Cash Awards and any undelivered shares of stock from his or her
Contingent Award Account shall, subject to the conditions set forth in paragraph
(d) below, be paid or delivered to him or her at the dates and in the
installments originally determined.

     (c) In the event of the Employee's death, any unpaid installments of his or
her Contingent Cash Awards shall be paid and any undelivered shares of stock
from his or her Contingent Award Account shall be paid or delivered at the dates
and in the installments originally determined, unless the Committee shall
otherwise determine, to or as directed by his or her legal representative, or
legatee or such other person designated by an appropriate court as the person
entitled to receive the same, provided that the Employee was employed by the
Company at the time of his or her death or up to the date of his or her death
had complied with the conditions set forth in paragraph (d) below.

     (d) No payment of a Contingent Cash Award or delivery from a Contingent
Award Account shall be made to any Employee after termination of employment
unless he or she shall have to the date fixed for such payment or delivery (i)
refrained from becoming or serving as an officer, director or employee of any
individual, partnership or corporation, or the owner of a business, or a member
of a partnership which conducts a business in competition with the Company or
renders a service (including, without limitations, advertising agencies and
business consultants) to competitors with any portion of the business of the
Company, (ii) made himself or herself available, if so requested by the Company,
at reasonable times and upon a reasonable basis to consult with, supply
information to, and otherwise cooperate with, the Company and (iii) refrained
from engaging in deliberate action which, as determined by the Committee, causes
substantial harm to the interests of the Company. If these conditions are not
fulfilled, no further payment or delivery shall thereafter be made with respect
to the Employee's Contingent Cash or Stock Awards and all his or her rights with
respect to his or her Contingent Award Account shall thereupon be forfeited.

                                VII. Limitations

     No Employee, whether or not deemed eligible or offered an opportunity to
indicate a preference under the Plan, or other person shall have any claim or
right (legal, equitable or other) to be granted an award under the Plan, and no
Director, Officer, Employee of the Company or any other person shall have the
authority to enter into any agreement with any person for the making or payment
of an award or to make any representation or warranty with respect thereto.

     No Employee to whom a Contingent Award has been made shall have any rights
to his or her Contingent Award Account other than to receive the Contingent
Award at the time and in the form determined by the Committee, subject to the
fulfillment of the conditions prescribed herein, which right may not be
assigned, transferred or pledged during his or her lifetime.

     Neither the action of the Corporation in establishing the Plan nor any
action taken by it or by the Committee under the provisions hereof, nor any
provision of the Plan, shall be construed as giving to any Employee the right to
be retained in the employ of the Company.

   VIII. Amendment, Suspension or Termination of the Plan in Whole or in Part

     The Board of Directors may discontinue the Plan at any time and may from
time to time amend the terms of the Plan; provided, however, that no such
discontinuance or amendment shall adversely affect any right or obligation with
respect to any award theretofore made, and no such amendment shall, without the
approval of stockholders, operate so as to increase the annual amount of the
Award Fund or increase the aggregate number of shares of the Corporation's
Common Stock that may be issued under the Plan.

                                IX. Construction

     The Plan shall be governed by and construed in accordance with the laws of
the State of New York.