Exhibit 10(a)

MERCK & CO., INC.

1996 NON-EMPLOYEE DIRECTORS

STOCK OPTION PLAN

(ADOPTED APRIL 23, 1996)

1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

The 1996 Non-Employee Directors Stock Option Plan (the "Plan") is established to attract, retain and compensate for service as members of the Board of Directors of Merck & Co., Inc. (the "Company") highly qualified individuals who are not current or former employees of the Company and to enable them to increase their ownership in the Company's Common Stock. The Plan will be beneficial to the Company and its stockholders since it will allow these directors to have a greater personal financial stake in the Company through the ownership of Company stock, in addition to underscoring their common interest with stockholders in increasing the value of the Company stock longer term.

1. Eligibility

All members of the Company's Board of Directors who are not current or former employees of the Company or any of its subsidiaries ("Non-Employee Directors") are eligible to participate in this Plan.

2. Options

Only nonqualified stock options ("NQSOs") may be granted under this Plan.

3. Shares Available

a) Number of Shares Available: There is hereby reserved for issuance under this Plan 225,000 shares of Merck Common Stock, no par value, which may be authorized but unissued shares, treasury shares, or shares purchased on the open market.

b) Recapitalization Adjustment: In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering, or any other change in the corporate structure or shares of the Company, adjustments in the number and kind of shares authorized by this Plan, in the number and kind of shares covered by, and in the option price of outstanding NQSOs under this Plan shall be made if, and in the same manner as, such adjustments are made to NQSOs issued under the Company's then current Incentive Stock Plan.

4. Annual Grant of Nonqualified Stock Options

Each year on the first Friday following the Company's Annual Meeting of Stockholders, each individual elected, reelected or continuing as a Non-Employee Director shall automatically receive NQSOs covering one thousand (1,000) shares of Merck Common Stock. Notwithstanding the foregoing, if, on that first Friday, the General Counsel of the Company determines, in her/his sole discretion, that the Company is in possession of material, undisclosed information about the Company, then the annual grant of NQSOs to Non-Employee Directors shall be suspended until the second day after public dissemination of such information and the price, exercisability date and option period shall then be determined by reference to such later date. If Merck Common Stock is not traded on the New York Stock Exchange on any date a grant would otherwise be awarded, then the grant shall be made the next day thereafter that Merck Common Stock is so traded.

5. Option Price

The price of the NQSO shall be the closing price on the date of the grant of the Company's Common Stock as quoted on the composite tape of the New York Stock Exchange.

6. Option Period

A NQSO granted under this Plan shall become exercisable five years after date of grant and shall expire ten years after date of grant ("Option Period").

7. Payment

The NQSO price shall be paid in cash in U.S. dollars at the time the NQSO is exercised.

8. Cessation of Service

Upon cessation of service as a Non-Employee Director (for reasons other than retirement or death), only those NQSOs immediately exercisable at the date of cessation of service shall be exercisable by the grantee. Such NQSOs must be exercised within ninety days of cessation of service (but in no event after the expiration of the Option Period) or they shall be forfeited.

9. Retirement

If a grantee ceases service as a Non-Employee Director and is at least age 65 with ten or more years of service or age 70 with five or more years of service, then any of his/her outstanding NQSOs shall continue to become exercisable. All outstanding NQSOs must be exercised by the earlier of (i) sixty months following the date of such cessation of service or (ii) the expiration of the Option Period, or such NQSOs shall be forfeited.

10. Death

Upon the death of a grantee, those NQSOs which had been held for at least twelve months at date of death shall become immediately exercisable upon death. The NQSOs which become exercisable upon the date of death and those NQSOs which were exercisable on the date of death may be exercised by the grantee's legal representatives or heirs by the earlier of (i) thirty-six months from the date of death or (ii) the expiration of the Option Period; if not exercised by the earlier of (i) or (ii), such NQSOs shall be forfeited.

11. Administration and Amendment of the Plan

This Plan shall be administered by the Board of Directors of Merck & Co., Inc. This Plan may be terminated or amended by the Board of Directors as it deems advisable. However, an amendment revising the price, date of exercisability, option period of, or amount of shares under a NQSO shall not be made more frequently than every six months unless necessary to comply with applicable laws or regulations. No amendment may revoke or alter in a manner unfavorable to the grantees any NQSOs then outstanding, nor may the Board amend this Plan without stockholder approval where the absence of such approval would cause the Plan to fail to comply with Rule 16b-3 under the Securities Exchange Act of 1934 (the "Act"), or any other requirement of applicable law or regulation. A NQSO may not be granted under this Plan after December 31, 2000 but NQSOs granted prior to that date shall continue to become exercisable and may be exercised according to their terms.

12. Nontransferability

No NQSO granted under this Plan is transferable other than by will or the laws of descent and distribution. During the grantee's lifetime, a NQSO may only be exercised by the grantee or the grantee's guardian or legal representative.

13. Compliance with SEC Regulations

It is the Company's intent that the Plan comply in all respects with Rule 16b-3 of the Act, and any regulations promulgated thereunder. If any provision of this Plan is later found not to be in compliance with the Rule, the provision shall be deemed null and void. All grants and exercises of NQSOs under this Plan shall be executed in accordance with the requirements of Section 16 of the Act, as amended, and any regulations promulgated thereunder.

14. Miscellaneous

Except as provided in this Plan, no Non-Employee Director shall have any claim or right to be granted a NQSO under this Plan. Neither the Plan nor any action thereunder shall be construed as giving any director any right to be retained in the service of the Company.

15. Effective Date

This Plan shall be effective April 23, 1996 or such later date as shareholder approval is obtained.

Exhibit 10(b)

MERCK & CO., INC.

PLAN FOR DEFERRED PAYMENT OF

DIRECTORS' COMPENSATION

(Amended and Restated June 21, 1996)

TABLE OF CONTENTS

                                                                              Page

Article I Purpose                                                               1

Article II Effective Date                                                       1

Article IIII Election of Deferral, Measurement Methods and                      1
Distribution Schedule

Article IV Valuation of Deferred Amounts                                        3

Article V Redesignation Within a Deferral Account                               5

Article VI Redesignation of Deferred Amounts Measured by Fidelity Daily         6
Income Trust Shares

Article VII Payment of Deferred Amounts                                         6

Article VIII Designation of Beneficiary                                         8

Article IX Plan Amendment or Termination                                        8

Schedule A - Measurement Methods

MERCK & CO., INC.

PLAN FOR DEFERRED PAYMENT OF

DIRECTORS' COMPENSATION

I. PURPOSE

To provide an arrangement under which directors of Merck & Co., Inc. other than current employees may (i) elect to voluntarily defer payment of the annual retainer and meeting and committee fees until after termination of their service as a director, and (ii) choose the measurement method(s) used to value compensation voluntarily or mandatorily deferred on their behalf.

II. EFFECTIVE DATE

March 24, 1981; amended and restated June 21,1996.

III. ELECTION OF DEFERRAL, MEASUREMENT METHODS AND DISTRIBUTION SCHEDULE

A. Mandatory Deferral Amount

1. Each director who (i) was a director on December 31, 1995, and elects to participate in this Plan in lieu of receiving future benefit accruals under the Retirement Plan for the Directors of Merck & Co., Inc. (the "Retirement Plan"), or (ii) first becomes a director after December 31, 1995, will be credited annually with $15,000 (the "Mandatory Deferral Amount") to this Plan. Beginning with April 1, 1997, the Mandatory Deferral Amount shall be credited on April 1 each year unless April 1 is not a business day, in which case the Mandatory Deferral Amount shall be credited on the first business day following April 1 ("Mandatory Deferral Date").

2. A director will not receive the Mandatory Deferral Amount on April 1 of the calendar year in which his or her retirement from the Board is expected to be effective at the Annual Meeting of Stockholders for such year. A pro rata adjustment will be made to a director's account if the effective date of such director's retirement is other than the date of the Annual Meeting of Stockholders.

3. Prior to December 28 of each year, each director who will receive the Mandatory Deferral Amount must elect the measurement method or methods by which the Mandatory Deferral Amount to be credited on his/her behalf on April 1 of the next calendar year will be measured in accordance with Article IV, below.

4. Prior to commencement of duties as a director, a director newly elected or appointed to the Board during a calendar year must make the election under this paragraph for the pro rata portion of the Mandatory Deferral Amount applicable to such director's first year of service (or part thereof). Such pro rata portion shall be credited to the director's account on the first day of such director's service.

B. Voluntary Deferral Amount

1. Prior to December 28 of each year, each director is entitled to make an irrevocable election to defer until termination of service as a director receipt of payment of (a) 50% or 100% of the retainer for the 12 months beginning April 1 of the next calendar year, (b) 50% or 100% of the Committee Chairperson retainer beginning April 1 of the next calendar year, and (c) 50% or 100% of the meeting and committee fees for the 12 months beginning April 1 of the next calendar year.

2. Each such annual election shall include an election as to the measurement method or methods by which the value of amounts deferred will be measured in accordance with Article IV, below.

3. Prior to commencement of duties as a director, a director newly elected or appointed to the Board during a calendar year must make the election under this paragraph for the portion of the Voluntary Deferral Amount applicable to such director's first year of service (or part thereof).

4. The Voluntary Deferral Amount shall be credited as follows: (1) Meeting and committee fees that are deferred are credited as of the day the director's services are rendered; (2) if the Board retainer and/or Committee Chairperson retainer is deferred, a pro-rata share of the deferred retainer is credited on the last business day of each calendar quarter. The dates the Voluntary Deferral Amount, or parts thereof, are credited to the director's deferred account are hereinafter referred to as the Voluntary Deferral Dates.

C. Election of Distribution Schedule

Each annual election referred to in A and B above shall include an election to receive payment following termination of service as a director of all amounts deferred in a lump sum either immediately or one year after such termination, or in quarterly or annual installments over five, ten or fifteen years.

IV. VALUATION OF DEFERRED AMOUNTS

The value of amounts deferred shall be measured in accordance with each director's election of measurement methods. The available measurement methods are set forth on Schedule A hereto. At no time during the deferral period will any shares of Merck Common Stock, Mutual Fund shares, Treasury Bills, Salomon 3-Month Treasury Index shares, or Bond Index shares be purchased or earmarked for such deferred amounts nor will any rights of a shareholder exist with respect to such amounts.

A. Common Stock

1. Initial Crediting. That portion of the annual Mandatory Deferral Amount allocated to Merck Common Stock shall be used to determine the number of full and partial shares of Merck Common Stock which such amount would purchase at the average of the high and low prices of the Common Stock on the New York Stock Exchange composite tape on the Mandatory Deferral Date.

That portion of the Voluntary Deferral Amount allocated to Merck Common Stock shall be used to determine the number of full and partial shares of Merck Common Stock which such amount would purchase at the high and low prices of the Common Stock on the New York Stock Exchange composite tape on the applicable Voluntary Deferral Date.

However, should it be determined by the Committee on Directors of the Board of Directors that a measurement of Merck Common Stock on any Mandatory or Voluntary Deferral Date would not constitute fair market value, then the Committee shall decide on which date fair market value shall be determined using the valuation method set forth in this Article IV, Section A.1.

2. Dividends. Each director's account will be credited with the additional number of full and partial shares of Merck Common Stock which would have been purchasable with the dividends on shares previously credited to the account at the closing price on the New York Stock Exchange composite tape on the date each dividend was paid.

3. Distributions. Distribution from the Merck Common Stock account will be valued at the closing price on the New York Stock Exchange composite tape of Merck Common Stock on the distribution date.

B. Mutual Funds

1. Initial Crediting. The amount allocated to each Mutual Fund shall be used to determine the full and partial Mutual Fund shares which such amount would purchase at the closing net asset value of the Mutual Fund shares on the Mandatory or Voluntary Deferral Date, whichever is applicable. The director's account will be credited with the number of full and partial Mutual Fund shares so determined.

2. Dividends. Each director's account will be credited with the additional number of full and partial Mutual Fund shares which would have been purchasable, at the closing net asset value of the Mutual Fund shares as of the date each dividend is paid on the Mutual Fund shares, with the dividends which would have been paid on the number of shares previously credited to such account (including pro rata dividends on any partial shares).

3. Distributions. Mutual Fund distributions will be valued based on the closing net asset value of the Mutual Fund shares on the distribution date.

C. Salomon 3-Month Treasury Bill Index

1. Initial Crediting. The amount allocated to the Salomon 3-Month Treasury Bill Index will be credited to the director's account at $1 per unit.

2. Interest. Each director's account measured by the Salomon 3-Month Treasury Bill Index will be credited with interest at the monthly rate of return on the Salomon 3-Month Treasury Bill Index.

3. Distributions. Distributions will be valued at $1 per unit.

D. Bond Indices

1. Initial Crediting. The amount allocated to each Bond Index shall be used to determine the number of full and partial Bond Index units which such amount would purchase at the Bond Index closing quote at the Mandatory or Voluntary Deferral Date, whichever is applicable, divided by 100. The director's account will be credited with the number of Bond Index units so determined.

2. Distributions. Distributions of Bond Index units will be valued at the Bond Index closing quote on the distribution date divided by 100.

E. Adjustments

In the event of a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, rights offering or any other change in the corporate structure or shares of the Company or a Mutual Fund or units of a Bond Index, the Committee on Directors shall make such adjustment, if any, as it may deem appropriate in the number and kind of shares or units of such investment measurement method credited to each director's account.

V. REDESIGNATION WITHIN A DEFERRAL ACCOUNT

A. General

A director may request a change in the measurement methods used to value all or a portion of his/her account except that no change may be made to the portion of the account measured by Merck Common Stock. The change will be effective following receipt of such written request. AMOUNTS DEFERRED USING THE MERCK COMMON STOCK METHOD AND ANY EARNINGS ATTRIBUTABLE TO SUCH DEFERRALS MAY NOT BE REDESIGNATED.

B. When Redesignation May Occur

1. During Active Service. Such redesignation may be made not more than four times in each calendar year. Each such request shall be irrevocable and can be designated in whole percentages or as a dollar amount.

2. After Death. Following the death of a director, the legal representative or beneficiary of such director may redesignate subject to the same rules as for active directors set forth in Article V, Section B.1.

C. Valuation of Amounts to be Redesignated

The portion of the director's account to be redesignated will be valued at its cash equivalent and such cash equivalent will be converted into shares or units of the other measurement method(s). For purposes of such redesignations, the cash equivalent of Mutual Fund shares, Salomon 3-Month Treasury Bill Index units, or Bond Index units shall be valued on the date the request to change is received by the Company (or, if that day is not a business day, then on the next business day), as follows:

1. Mutual Funds. The value for conversion purposes shall be the net asset value of such Mutual Fund at the close of business.

2. Salomon 3-Month Treasury Bill Index. The value for conversion purposes shall be $1.

3. Bond Indices. The value for conversion purposes shall be determined by the Bond Index closing quote divided by 100.

VI. REDESIGNATION OF DEFERRED AMOUNTS MEASURED BY FIDELITY DAILY INCOME TRUST SHARES

Prior to December 28, 1996, each director who has any part of his/her deferred amount measured by Fidelity Daily Income Trust shares may elect the measurement method or methods by which such deferred amount will be measured as of April 1, 1997.

If a director fails to make an election regarding amounts measured by Fidelity Daily Income Trust shares, then the amount shall automatically be redesignated as of April 1, 1997, to the Salomon 3-Month Treasury Bill Index measurement method. The value of shares of Fidelity Daily Income Trust to be redesignated shall be the offering price of Fidelity Daily Income Trust shares on March 31, 1997.

VII. PAYMENT OF DEFERRED AMOUNTS

A. Payment

All payments to directors of amounts deferred will be in cash in accordance with the distribution schedule elected by the director pursuant to Article III, Section C. Distributions shall be pro rata by measurement method. Distributions shall be valued on the tenth
(10th) business day of the distribution month and paid as soon thereafter as possible.

B. Changes to Distribution Schedule Prior to Termination

Upon the request of a director made at any time during the calendar year immediately preceding the calendar year in which service as a director terminates, the Committee on Directors of the Board of Directors ("Committee on Directors"), in its sole discretion, may authorize: (a) an extension of a payment period beyond that originally elected by the director not to exceed that otherwise allowable under Article III, Section C, and/or (b) a payment frequency different from that originally elected by the director. Such request may not be made with regard to amounts deferred after December 31, 1990 using the Merck Common Stock method and to any earnings attributable to such deferrals. Deferrals into Merck Common Stock made after December 31, 1990 and any earnings thereon may only be distributed in accordance with the schedule elected by the director under Article III, Section C or determined by the Committee on Directors under Article VIII.

C. Post-Termination Changes to Distribution Schedule

Following termination of service as a director, each director may make one request for a further extension of the period for distribution of his/her deferred compensation which may not exceed the deferral period otherwise allowable under Article III, Section C. This request may be granted and a new payment schedule determined in the sole discretion of the Committee on Directors. Such request may not be made with regard to amounts deferred after December 31, 1990 using the Merck Common Stock Method and to any earnings attributable to such deferrals. Any retired director who is not subject to U.S. income tax may petition the Committee on Directors to change payment frequency, including a lump sum distribution, and the Committee on Directors may grant such petition if, in its discretion, it considers there to be reasonable justification therefor. Deferrals into Merck Common Stock made after December 30, 1990 and any earnings thereon may only be distributed in accordance with the schedule elected by the director under Article III,
Section C or determined by the Committee on Directors under Article VIII.

D. Forfeitures

A director's deferred amount attributable to the Mandatory Deferral Amount and earnings thereon shall be forfeited upon his or her removal as a director or upon a determination by the Committee on Directors in its sole discretion, that a director has:

(i) joined the Board of, managed, operated, participated in a material way in, entered employment with, performed consulting (or any other) services for, or otherwise been connected in any material manner with a company, corporation, enterprise, firm, limited partnership, partnership, person, sole proprietorship or any other business entity determined by the Committee on Directors in its sole discretion to be competitive with the business of the Company, its subsidiaries or its affiliates (a "Competitor");

(ii) directly or indirectly acquired an equity interest of five (5) percent or greater in a Competitor; or

(iii)disclosed any material trade secrets or other material confidential information, including customer lists, relating to the Company or to the business of the Company to others, including a Competitor.

VIII. DESIGNATION OF BENEFICIARY

In the event of the death of a director, the deferred amount at the date of death shall be paid to the last named beneficiary or beneficiaries designated by the director, or, if no beneficiary has been designated, to the director's legal representative, in one or more installments as the Committee on Directors in its sole discretion may determine.

IX. PLAN AMENDMENT OR TERMINATION

The Committee on Directors shall have the right to amend or terminate this Plan at any time for any reason.

SCHEDULE A

MEASUREMENT METHODS

MERCK COMMON STOCK

MUTUAL FUNDS

Acorn Fund
Bond Fund of America
Fidelity Destiny I
Fidelity Equity Income Fund
Fidelity Magellan Fund
Fidelity U.S. Equity Index
IDS Global Bond Fund
Merrill Lynch Developing Capital Markets Scudder Growth & Income
Sequoia Fund
T. Rowe Price Small-Cap Value Fund T. Rowe Price International Stock Fund Templeton Growth Fund, Inc.
Vanguard Wellington Fund

SALOMON 3-MONTH TREASURY BILL INDEX

BOND INDICES

Lehman Brothers Treasury Bond Index -- Intermediate Term Lehman Brothers Treasury Bond Index -- Long Term

Exhibit 10(c)

RETIREMENT PLAN

FOR THE DIRECTORS OF

MERCK & CO., INC.

Adopted September 22, 1987, effective April 29, 1987

Amended and Restated June 21, 1996

Schedule A adopted June 21, 1996

ELIGIBILITY TO PARTICIPATE:        All Directors, except current and former  employees,
                                   who were Directors on December 31, 1995, and who
                                   elected to remain in this Plan, and who have five
                                   years of Board service are eligible.

BENEFITS:                          At normal retirement (age 70, generally, and a
                                   minimum of five years of Board Service), 50% of last
                                   annual retainer, increasing 10% for each additional
                                   year to lOO% after ten years of Board service. At
                                   early retirement (minimum age of 65 and ten years
                                   of Board service), 100% of last annual retainer;
                                   otherwise, no benefit.

ELIGIBILITY FOR BENEFITS:          For normal retirement benefits, must have attained
                                   mandatory retirement age under applicable Board
                                   policy and have completed at least five years of
                                   Board service or for early retirement benefits,
                                   must have attained at least age 65 and completed
                                   at least ten years of Board service.

FORFEITURE:                        Benefits forfeited if Director engages in
                                   certain activities with a competitor (such as
                                   assuming employment or a directorate, taking
                                   a 5% equity interest, or disclosing certain
                                   information), becomes disabled, is removed
                                   from office, or dies.

FORM OF PAYMENT:                   Annual income for lifetime of retired Director,
                                   ceasing at his or her death.

DISABILITY AND DEATH BENEFITS:     None provided.

SPOUSE'S BENEFIT:                  None provided.

PLAN ADMINISTRATION:               Committee on Directors.

ASSIGNABILITY:                     Benefits not assignable.

TABLE OF CONTENTS

                                                                         Page

Purpose                                                                    1

Article I Definitions                                                      1

Article II Participation                                                   3

Article III Retirement Benefit                                             3

Article IV Vesting                                                         4

Article V Amount and Commencement of Retirement Benefits                   5

Article VI Form of Payment of Benefits                                     5

Article VII Disability and Death Benefits                                  6

Article VIII Plan Administration                                           6

Article IX Plan Amendment and Termination                                  7

Article X Miscellaneous Provisions                                         7

PURPOSE

Effective April 29, 1987, Merck & Co., Inc. (the "Company") established the Retirement Plan for the Directors of Merck & Co., Inc. (the "Plan") to provide Directors, other than current and former employees, with retirement income for life in recognition of services performed for the Company. The Plan is a nonqualified, unfunded arrangement and, as such, is not intended to qualify under the Internal Revenue Code of 1986, as amended, or comply with the Employee Retirement Income Security Act of 1974, as amended. The Plan was amended and restated as of June 21, 1996 to add Schedule A, which lists: (a) those eligible Directors who were Directors on December 31, 1995, and who, in 1996, elected as of April 1, 1997 to receive (i) upon Termination of Services, a Retirement Benefit from the Plan determined in accordance with Schedule A, and (ii) an amount of compensation to be deferred under the Plan for Deferred Payment of Directors' Compensation in lieu of accruing additional benefits under the Plan after March 31, 1997; and (b) the terms applicable to the listed Directors. Directors who elected to continue to accrue benefits under this Plan after March 31, 1997 are subject to the terms of this Plan without regard to Schedule A.

ARTICLE I

DEFINITIONS

Each of the following terms shall have the meaning set forth in this Article I for purposes of the Plan and any amendments thereto:

Benefit Commencement Date: The date, determined under Article V, as of which a Participant begins to receive payment of benefits under the Plan.

Board: The Board of Directors of the Company.

Committee: The Committee on Directors of the Board.

Company: Merck & Co., Inc.

Competitor: A company, corporation, enterprise, firm, limited partnership, partnership, person, sole proprietorship or any other business entity determined by the Committee in its sole discretion to be competitive with the business of the Company, its subsidiaries or its affiliates.

Director: An individual elected to the Board by the stockholders of the Company, or appointed by the Board under applicable corporate law, on or after April 28, 1987, other than a current or former employee of the Company.

Early Retirement: Termination of Services prior to Normal Retirement Age by a Participant who has completed at least ten (10) Years of Service and attained Early Retirement Age.

Early Retirement Age: Age sixty-five (65).

Effective Date: April 29, 1987.

Eligible Director: Each Director of the Company who (i) retired between April 29, 1987 and December 31, 1995 under the terms of this Plan or (ii) is a Director as of December 31, 1995, and elects in accordance with procedures established by the Committee on Directors to continue to accrue benefits under this Plan after March 31, 1997.

Last Annual Retainer: The final annual fee paid to a Director by the Company for services to the Company as a Director; such amount does not include fees paid for attending meetings or for chairing committees. In the event a Director does not complete a Year of Service, for purposes of the Plan only, the Last Annual Retainer shall be the entire annual retainer in effect on the Director's retirement date.

Non-Vested Termination: Termination of Services by a Director who does not have a Vested Right to a Retirement Benefit.

Normal Retirement: Termination of Services by a Participant who has completed at least five (5) Years of Service and attained Normal Retirement Age.

Normal Retirement Age: Age seventy (70), or such other age as determined by the Board under its policy relating to retirement of Directors.

Participant: An Eligible Director who has commenced, but not terminated, participation in the Plan as provided in Article II.

Plan: Retirement Plan for the Directors of Merck & Co., Inc. without regard to Schedule A.

Plan Year: The period of time between successive annual meetings of the stockholders of the Company.

Retirement Benefit: The annual retirement benefit, payable in the form of a straight life annuity at Normal, or Early, Retirement, credited to a Participant under Article III.

Termination of Services: The end of a Participant's service to the Company as a Director by reason of his or her retirement, declination to stand for re-election, resignation, disability, removal from office, death or other event that has the effect of terminating his or her service to the Company.

Vesting, or Vested Right: A nonforfeitable right obtained by a Participant to that part of an immediate or deferred benefit under the Plan that arises from the Participant's service.

Years of Service: An individual's service as a Director commencing on the effective date of his or her election as a Director and ending with his or her Termination of Services. A Plan Year or any part thereof shall count as one Year of Service. Years of Service include those completed prior to the Effective Date of the Plan.

ARTICLE II

PARTICIPATION

2.1 ADMISSION AS A PARTICIPANT

2.1.1 An Eligible Director shall become a Participant on the date on which he or she completes five (5) Years of Service.

2.1.2 An individual who has ceased to be a Participant and who again becomes a Director after December 31, 1995 shall not participate in this Plan.

2.2 TERMINATION OF PARTICIPATION

A Participant shall cease to be such upon his or her:

(a) Non-Vested Termination; or (b) death.

                                      Percentage of
                                       Last Annual
  Years                                Retainer as
of Service                         Retirement Benefit

    5                                      50%
    6                                      60%
    7                                      70%
    8                                      80%
    9                                      90%
10 or more                                100%

3.1.2 At Early Retirement, a Participant's Retirement Benefit shall be lOO% of his or her Last Annual Retainer.

ARTICLE IV

VESTING

4.1 DETERMINATION OF VESTING

A Participant shall have a vested percentage, or Vested Right, of 100% in his or her Retirement Benefit upon satisfaction of the requirements of Normal, or Early, Retirement, subject to Section 4.2.

4.2 RETIREMENT BENEFIT FORFEITURES

The Retirement Benefit of a Participant shall be forfeited upon either his or her removal as a Director or death, or upon a determination by the Committee, in its sole discretion, that a Participant has:

(a) joined the Board of, managed, operated, participated in a material way in, entered employment with, performed consulting (or any other) services for, or otherwise been connected in any material manner with a Competitor;

(b) directly or indirectly acquired an equity interest of five (5) percent or greater in a Competitor; or

(c) disclosed any material trade secrets or other material confidential information, including customer lists, relating to the Company or to the business of the Company to others, including a Competitor.

ARTICLE V

AMOUNT AND COMMENCEMENT OF RETIREMENT BENEFIT

5.1 DETERMINATION OF AMOUNT OF RETIREMENT BENEFIT

5.1.1 Normal or Early Retirement Benefit. A Participant is entitled to receive a Retirement Benefit upon satisfaction of the requirements of Normal or Early Retirement. A Participant's benefits upon Normal or Early Retirement shall be equal to his or her Retirement Benefit.

5.1.2 Non-Vested Termination. A Director shall not be entitled to any Retirement Benefit upon his or her Non-Vested Termination.

5.2 SUSPENSION OF PAYMENTS ON RESUMPTION OF SERVICE AS A DIRECTOR

5.2.1 If a Participant who elected Early Retirement is receiving a Retirement Benefit, such payments shall be suspended on the effective date of the Participant's re-election to the Board.

5.2.2 If the Participant is re-elected to the Board after December 31, 1995, then the Retirement Benefit payable under this Plan upon resumption of benefit payments shall be the Retirement Benefit in effect prior to the Participant's re-election to the Board. Directors who are re-elected to the Board after December 31, 1995, will not accrue any additional benefits under the Plan but instead shall participate in the Deferral Plan.

ARTICLE VI

FORM OF PAYMENT OF BENEFITS

6.1 METHOD OF DISTRIBUTION

A Participant may at any time prior to his or her Benefit Commencement Date elect, in accordance with Section 6.2, that his or her Retirement Benefit be payable in the form of a straight life annuity under which payments are made to the Participant (i) during the Participant's lifetime, with no further payments under the Plan after the Participant's death, (ii) in quarterly installments at the beginning of each calendar quarter commencing with the first calendar quarter following Normal or Early Retirement and ending at the date of death of the Participant, and (iii) without proration of the final payment to the Participant under the Plan.

6.2 COMMENCEMENT OF BENEFIT PAYMENTS

The Participant's Benefit Commencement Date shall be as soon as practicable after his or her Termination of Services.

ARTICLE VII

DISABILITY AND DEATH BENEFITS

7.1 DISABILITY AND DEATH BENEFITS

No benefit shall be payable under the Plan on account of a Participant's disability or death.

ARTICLE VIII

PLAN ADMINISTRATION

8.1 THE COMMITTEE

8.1.1 The Committee may authorize in writing any person to execute any document or documents on its behalf, and any interested person, upon receipt of notice of such authorization directed to it, may thereafter accept and rely upon any document executed by such authorized person until the Committee shall deliver to such interested person a written revocation of such authorization.

8.2 POWERS, DUTIES, ETC. OF THE COMMITTEE

8.2.1 The Committee shall have the power to construe the Plan and to determine all questions of fact or interpretation that may arise thereunder, and any such construction or determination shall be conclusively binding upon all Participants.

8.2.2 The Committee shall have the power to promulgate such rules and procedures, to maintain or cause to be maintained such records and to issue such forms as it shall deem necessary and proper for the administration of the Plan.

8.2.3 Subject to the terms of the Plan, the Committee shall determine the time and manner in which all elections authorized by the Plan shall be made or revoked.

8.2.4 The Committee shall direct benefit payments pursuant to the Plan.

8.2.5 The Committee may direct that such amounts be withheld from any payment due under the Plan as required to conform with applicable income tax law.

8.2.6 The Committee shall have all the rights, powers, duties and obligations granted or imposed upon it elsewhere in the Plan.

8.3 DELEGATION OF RESPONSIBILITY

The Committee may designate persons to carry out the specified responsibilities of the Committee.

ARTICLE IX

PLAN AMENDMENT AND TERMINATION

9.1 PLAN AMENDMENT OR TERMINATION

The Committee shall have the right at any time and for any reason to amend or terminate the Plan.

ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 SOURCE OF BENEFITS

Benefits under the Plan shall be paid or provided solely from the general assets of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of any benefits under the Plan. The Company may make such investments as it may deem desirable to aid it in providing benefits. Participants, however, shall have no right, title or interest whatsoever in or to such investments, if any.

Nothing contained in the Plan, and no action taken pursuant to the provisions of the Plan, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company, its employees and its agents and any Participant or any other person. To the extent that a Participant acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of an unsecured general creditor of the Company.

10.2 BENEFITS NOT ASSIGNABLE

Benefits provided under the Plan may not be assigned or alienated, either voluntarily or involuntarily.

10.3 CONTROLLING LAW

The laws of the State of New Jersey shall control the interpretation and performance of the terms of the Plan. The Plan is not intended to qualify under
Section 401(a) of the Internal Revenue Code of 1986, as amended, or to comply with the Employee Retirement Income Security Act of 1974, as amended.

SCHEDULE A

TO THE

RETIREMENT PLAN

FOR THE DIRECTORS OF

MERCK & CO., INC.

ELIGIBILITY TO PARTICIPATE:                     All Directors,
                                                except current and former
                                                employees, who were Directors on
                                                December 31, 1995, and who
                                                elected to participate in this
                                                Schedule A and the Deferral Plan
                                                are eligible. Directors who
                                                first became Directors after
                                                December 31, 1995 are not
                                                eligible.

BENEFITS FOR SCHEDULE A PARTICIPANTS:           At or after early retirement
                                                age (age 65), the accumulated
                                                benefit determined as of March
                                                31, 1997, without regard to
                                                participation and vesting rules.

ELIGIBILITY FOR BENEFITS FOR SCHEDULE A
PARTICIPANTS:                                   Must have attained at least age 65.

FORFEITURE:                                     Benefits forfeited if Director
                                                engages in certain activities
                                                with a competitor (such as
                                                assuming employment or a
                                                directorate, taking a 5% equity
                                                interest, or disclosing certain
                                                information), becomes disabled,
                                                is removed from office, or dies.

FORM OF PAYMENT:                                Annual income for lifetime of retired Director, ceasing at his or her
                                                death.

DISABILITY AND DEATH BENEFITS:                  None provided.

SPOUSE'S BENEFIT:                               None provided.

PLAN ADMINISTRATION:                            Committee on Directors.

ASSIGNABILITY:                                  Benefits not assignable.

SCHEDULE A

TABLE OF CONTENTS

                                                                                                           Page

Purpose                                                                                                      1

Section I Definitions                                                                                        1

Section II Participation                                                                                     3

Section III Retirement Benefit                                                                               3

Section IV Vesting                                                                                           4

Section V Amount and Commencement of Retirement Benefits                                                     4

Section VI Form of Payment of Benefits                                                                       5

Section VII Disability and Death Benefits                                                                    5

Section VIII Plan Administration                                                                             6

Section IX Plan Amendment and Termination                                                                    7

Section X Miscellaneous Provisions                                                                           7

SCHEDULE A

PURPOSE

The Retirement Plan for the Directors of Merck & Co., Inc. (the "Plan") was amended and restated June 21, 1996 to add Schedule A, which lists those Directors who were Directors on December 31, 1995, and who, in 1996, elected as of April 1, 1997 to receive (i) upon Termination of Services a Retirement Benefit determined in accordance with the provisions of this Schedule A, and
(ii) an amount of compensation to be deferred under the Plan for Deferred Payment of Directors' Compensation in lieu of accruing additional benefits under the Plan after March 31, 1997. Directors who elected to continue to accrue benefits under the Plan after March 31, 1997 are subject to the terms of the Plan without regard to this Schedule A.

SECTION I

DEFINITIONS

Each of the following terms shall have the meaning set forth in this Section I for purposes of Schedule A and any amendments thereto:

Benefit Commencement Date: The date, determined under Section V, as of which a Schedule A Participant begins to receive payment of benefits under Schedule A.

Board: The Board of Directors of the Company.

Committee: The Committee on Directors of the Board.

Company: Merck & Co., Inc.

Competitor: A company, corporation, enterprise, firm, limited partnership, partnership, person, sole proprietorship or any other business entity determined by the Committee in its sole discretion to be competitive with the business of the Company, its subsidiaries or its affiliates.

Deferral Plan: The Plan for Deferred Payment of Directors' Compensation.

Director: An individual elected to the Board by the stockholders of the Company, or appointed by the Board under applicable corporate law, on or after April 28, 1987, other than a current or former employee of the Company.

Early Retirement: Termination of Services prior to Normal Retirement Age by a Schedule A Participant who has attained Early Retirement Age, without regard to Years of Service.

Early Retirement Age: Age sixty-five (65).

Normal Retirement: Termination of Services by a Schedule A Participant who has attained Normal Retirement Age, without regard to Years of Service.

Normal Retirement Age: Age seventy (70), or such other age as determined by the Board under its policy relating to retirement of Directors.

Plan: Retirement Plan for the Directors of Merck & Co., Inc.

Plan Year: The period of time between successive annual meetings of the stockholders of the Company.

Retirement Benefit: The annual retirement benefit, payable in the form of a straight life annuity at Normal, or Early, Retirement, credited to a Participant under Section III.

Schedule A Participant: A Director as of December 31, 1995 who, in accordance with procedures established by the Committee, elects as of April 1, 1997, to receive (i) upon Termination of Services a Retirement Benefit under the Plan as determined in accordance with the provisions of this Schedule A and (ii) an amount of compensation to be deferred under the Deferral Plan in lieu of accruing additional benefits under this Plan after March 31, 1997.

Termination of Services: The end of a Schedule A Participant's service to the Company as a Director by reason of his or her retirement, declination to stand for re-election, resignation, disability, removal from office, death or other event that has the effect of terminating his or her service to the Company.

Vesting, or Vested Right: A nonforfeitable right obtained by a Schedule A Participant to that part of an immediate or deferred benefit under the Plan.

Years of Service: An individual's service as a Director commencing on the effective date of his or her election as a Director and ending, for Schedule A Participants, on March 31, 1997. A Plan Year or any part thereof shall count as one Year of Service. Years of Service include those completed prior to April 29, 1987, the effective date of the Plan.

SECTION II

PARTICIPATION

2.1 ADMISSION AS A PARTICIPANT

A Schedule A Participant shall cease to participate in the Plan and shall instead participate in this Schedule A as of March 31, 1997.

2.2 TERMINATION OF PARTICIPATION

A Schedule A Participant shall cease to participate in Schedule A upon his or her death or Termination of Services prior to attaining Early Retirement Age.

Years of Service                                     Percentage of Annual Retainer
as of March 31, 1997                                 on March 31, 1997
--------------------                                 -----------------------------

          1                                                             10%
          2                                                             20%
          3                                                             30%
          4                                                             40%
          5                                                             50%
          6                                                             60%
          7                                                             70%
          8                                                             80%
          9                                                             90%
          10 or more                                                    100%

SECTION IV

VESTING

4.1 DETERMINATION OF VESTING

A Schedule A Participant shall have a Vested Right of 100% in his or her Retirement Benefit determined under Section III upon attaining Early Retirement Age, subject to Section 4.2.

4.2 RETIREMENT BENEFIT FORFEITURES

The Retirement Benefit of a Schedule A Participant shall be forfeited upon either his or her removal as a Director or death, or upon a determination by the Committee, in its sole discretion, that a Participant has:

(a) joined the Board of, managed, operated, participated in a material way in, entered employment with, performed consulting (or any other) services for, or otherwise been connected in any material manner with a Competitor;

(b) directly or indirectly acquired an equity interest of five (5) percent or greater in a Competitor; or

(c) disclosed any material trade secrets or other material confidential information, including customer lists, relating to the Company or to the business of the Company to others, including a Competitor.

SECTION V

AMOUNT AND COMMENCEMENT OF RETIREMENT BENEFIT

5.1 DETERMINATION OF AMOUNT OF RETIREMENT BENEFIT

5.1.1 Normal or Early Retirement Benefit. A Schedule A Participant is entitled to receive a Retirement Benefit upon satisfaction of the requirements of Normal or Early Retirement, as applicable. A Schedule A Participant's benefits upon Normal or Early Retirement shall be equal to his or her Retirement Benefit as determined under Section III of this Schedule A.

5.2 SUSPENSION OF PAYMENTS ON RESUMPTION OF SERVICE AS A DIRECTOR

If a Schedule A Participant who elected Early Retirement and is receiving a Retirement Benefit is re-elected to the Board, such Schedule A Participant's benefit payments shall be suspended on the effective date of the re-election to the Board, and shall resume upon the Participant's subsequent Normal or Early Retirement, without regard to additional years of service or increase in annual retainer. Directors who are re-elected to the Board after December 31, 1995, will not accrue any additional benefits under the Plan but instead shall participate in the Deferral Plan.

SECTION VI

FORM OF PAYMENT OF BENEFITS

6.1 METHOD OF DISTRIBUTION

A Schedule A Participant may at any time prior to his or her applicable Benefit Commencement Date elect that his or her applicable Retirement Benefit be payable in the form of a straight life annuity under which payments are made to the Schedule A Participant (i) during the Schedule A Participant's lifetime, with no further payments after the Schedule A Participant's death, (ii) in quarterly installments at the beginning of each calendar quarter commencing with the first calendar quarter following Normal or Early Retirement and ending at the date of death of the Schedule A Participant, and (iii) without proration of the final payment to the Schedule A Participant under this Schedule A.

6.2 COMMENCEMENT OF BENEFIT PAYMENTS

The Schedule A Participant's Benefit Commencement Date shall be as soon as practicable after his or her Termination of Services.

SECTION VII

DISABILITY AND DEATH BENEFITS

7.1 DISABILITY AND DEATH BENEFITS

No benefit shall be payable under this Schedule A on account of a Schedule A Participant's disability or death.

SECTION VIII

PLAN ADMINISTRATION

8.1 THE COMMITTEE

The Committee may authorize in writing any person to execute any document or documents on its behalf, and any interested person, upon receipt of notice of such authorization directed to it, may thereafter accept and rely upon any document executed by such authorized person until the Committee shall deliver to such interested person a written revocation of such authorization.

8.2 POWERS, DUTIES, ETC. OF THE COMMITTEE

8.2.1 The Committee shall have the power to construe Schedule A and to determine all questions of fact or interpretation that may arise thereunder, and any such construction or determination shall be conclusively binding upon all Schedule A Participants.

8.2.2 The Committee shall have the power to promulgate such rules and procedures, to maintain or cause to be maintained such records and to issue such forms as it shall deem necessary and proper for the administration of Schedule
A.

8.2.3 Subject to the terms of Schedule A, the Committee shall determine the time and manner in which all elections authorized by Schedule A shall be made or revoked.

8.2.4 The Committee shall direct benefit payments pursuant to Schedule A.

8.2.5 The Committee may direct that such amounts be withheld from any payment due under Schedule A as required to conform with applicable income tax law.

8.2.6 The Committee shall have all the rights, powers, duties and obligations granted or imposed upon it elsewhere in Schedule A.

8.3 DELEGATION OF RESPONSIBILITY

The Committee may designate persons to carry out the specified responsibilities of the Committee.

SECTION IX

PLAN AMENDMENT AND TERMINATION

9.1 AMENDMENT OR TERMINATION

The Committee shall have the right at any time and for any reason to amend or terminate Schedule A.

SECTION X

MISCELLANEOUS PROVISIONS

10.1 SOURCE OF BENEFITS

Benefits under Schedule A shall be paid or provided solely from the general assets of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of any benefits under Schedule A. The Company may make such investments as it may deem desirable to aid it in providing benefits. Schedule A Participants, however, shall have no right, title or interest whatsoever in or to such investments, if any. Nothing contained in Schedule A, and no action taken pursuant to the provisions of Schedule A, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company, its employees and its agents and any Schedule A Participant or any other person. To the extent that a Schedule A Participant acquires a right to receive payments from the Company under Schedule A, such right shall be no greater than the right of an unsecured general creditor of the Company.

10.2 BENEFITS NOT ASSIGNABLE

Benefits provided under Schedule A may not be assigned or alienated, either voluntarily or involuntarily.

10.3 CONTROLLING LAW

The laws of the State of New Jersey shall control the interpretation and performance of the terms of the Schedule A. Schedule A is not intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended, or to comply with the Employee Retirement Income Security Act of 1974, as amended.

EXHIBIT 10(d)
MERCK-MEDCO MANAGED CARE, INC.

100 SUMMIT AVENUE

MONTVALE, NJ 07645

May 24, 1996

Mr. Per G.H. Lofberg
63 East 92nd Street
New York, NY 10128

Dear Mr. Lofberg:

Reference is made to the employment agreement (the "Employment Agreement") between you and Medco Containment Services, Inc. ("Medco"), dated as of April 1, 1993, as amended on July 27, 1993 (the "Amendment"). The parties hereby agree that the Employment Agreement is hereby terminated, except as set forth below.

We have further agreed as follows with respect to the terms of your employment:

1. The covenants contained in Article 9 of the Employment Agreement, as amended pursuant to the Amendment, shall survive the termination of the Employment Agreement and remain in full force and effect and shall continue for a period of five years from the termination of your employment. Notwithstanding the foregoing, the covenant contained in
Section 9.4 of the Employment Agreement which, among other things, prohibits you from competing with Merck & Co., Inc. ("Merck") or Medco, is hereby amended to exclude from the provisions thereof any pharmaceutical manufacturers or other direct competitors of Merck, other than those entities which include businesses competing with Medco.

2. Consistent with the provisions of earlier stock option agreements with Medco, it is confirmed that if your employment with Merck terminates prior to June 1, 1996, (i) certain options (collectively, "Stock Options") to acquire shares of stock of Merck which you hold which vest on October 14, 1996 will continue to vest and will terminate on October 14, 1998, (ii) the Stock Options which you hold which vest on October 14, 1997 will continue to vest and will terminate on October 14, 1998, and (iii) the Stock Options which you hold which vest on July 1, 1996 shall terminate in accordance with their terms without vesting. It is further confirmed that in the event that your employment terminates on or after June 1, 1996, the Stock Options which vest on July 1, 1996, October 14, 1996, and

October 14, 1997 which have not vested at such time will continue to vest on schedule and will be exercisable so that (i) the Stock Options which vest on July 1, 1996 will terminate 30 days after termination of your employment, (ii) the Stock Options which vest on October 14, 1996 will terminate on October 14, 1998, and (iii) the Stock Options which vest on October 14, 1997 will terminate on October 14, 1998. Any Stock Options granted to you after November 18, 1993 shall terminate upon the termination of your employment regardless of when such termination occurs if they have not vested prior to the date of the termination of your employment. In addition, all Stock Options held by you will terminate immediately in the event of a breach by you of the covenants in Article 9 of the Employment Agreement which covenants shall continue pursuant to paragraph 1 hereof.

3. In addition, you have agreed that, if your employment with Merck terminates, you will have no right to continue to receive salary or benefits or severance, and that the right to continue receiving your base compensation for two years if you terminate your employment, which right is set forth in Section 8.2 of the Employment Agreement, shall terminate as of the date hereof and be of no further force or effect.

4. Section 11.10 of the Employment Agreement, which governs the severability and enforceability of the provisions of the Employment Agreement, shall remain in full force and effect and shall apply to the provisions of this letter.

Please confirm that the foregoing represents our understanding by signing a copy of this letter in the space indicated below and returning it to me.

Very truly yours,

Merck-Medco Managed Care, Inc.

By: /s/ Mary M. McDonald
   ---------------------
   MARY M. MCDONALD

Accepted and Agreed on this
24th day of May, 1996

/s/ Per G.H. Lofberg
- --------------------

  PER G.H. LOFBERG

                                                                               Three Months                     Six Months
                                                                               Ended June 30                  Ended June 30
                                                                           ---------------------          -----------------------

                                                                             1996           1995            1996           1995
                                                                           --------       --------        --------       --------
Net Income and Adjusted Earnings:

Net Income................................................                 $  972.1        $  858.1       $1,835.9       $1,615.5
Effect on Earnings of Compensation Expense Relating to
  Stock Option and Incentive Plans........................                      2.2             4.1            4.2            6.9
                                                                           --------       ---------       --------       --------

Adjusted Earnings for Fully Diluted Earnings Per Share....                 $  974.3       $   862.2       $1,840.1       $1,622.4
                                                                           ========       =========       ========       ========


Weighted Average Shares and Share Equivalents Outstanding:

Weighted Average Shares Outstanding (As Reported)..........                 1,214.9         1,236.8        1,220.7        1,239.9

Common Share Equivalents Issuable Under Stock Option and
  Incentive Plans .........................................                    29.7            24.4           29.7           24.4

Common Share Equivalents Issuable on Assumed Conversion of
  Debentures...............................................                      .3              .4             .3             .4
                                                                           --------       ---------       --------       --------

Weighted Average Shares and Share Equivalents Outstanding..                 1,244.9         1,261.6        1,250.7        1,264.7
                                                                           ========       =========       ========       ========



Earnings Per Share (As Reported)...........................                $    .80       $     .69       $   1.50       $   1.30
                                                                           ========       =========       ========       ========



Fully Diluted Earnings Per Share (a).......................                $    .78       $     .68       $   1.47       $   1.28
                                                                           ========       =========       ========       ========

                                  Six Months
                                    Ended
                                   June 30                             Years Ended December 31
                                                --------------------------------------------------------------------
                                   1996           1995           1994           1993           1992           1991
                                 --------       --------       --------       --------       --------       --------
Income Before Taxes
 and Cumulative Effect
 of Accounting Changes           $2,633.4       $4,797.2       $4,415.2       $3,102.7       $3,563.6       $3,166.7

Add:
 One-third of rents                  14.8           28.1           36.0           35.0           34.0           31.1
 Interest expense, net               53.9           60.3           96.0           48.0           23.6           26.0
 Preferred stock dividends           34.8            2.1            -              -              -              -
                                 --------       --------       --------       --------       --------       --------
  Earnings                       $2,736.9       $4,887.7       $4,547.2       $3,185.7       $3,621.2       $3,223.8
                                 ========       ========       ========       ========       ========       ========

Fixed Charges
 One-third of rents              $   14.8       $   28.1       $   36.0       $   35.0       $   34.0       $   31.1
 Interest expense                    67.3           98.7          124.4           84.7           72.7           68.7
 Preferred stock dividends           34.8            2.1           -              -              -              -
                                 --------       --------       --------       --------       --------       --------
  Fixed Charges                  $  116.9       $  128.9       $  160.4       $  119.7       $  106.7       $   99.8
                                 ========       ========       ========       ========       ========       ========

Ratio of Earnings
 to Fixed Charges                      23             38             28             27             34             32
                                 ========       ========       ========       ========       ========       ========