Merck & Co. Inc. (Form: 8-K, Received: 11/04/2009 17:00:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported): November 4, 2009 (November 3, 2009)

MERCK & CO., INC.

(Exact name of registrant as specified in its charter)

New Jersey

1-6571

22-1918501

(State or other jurisdiction of

incorporation or organization)

(Commission

file number)

(I.R.S. Employer

Identification No.)

One Merck Drive, P.O. Box 100,

Whitehouse Station, NJ

08889

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (908) 423-1000

Schering-Plough Corporation

2000 Galloping Hill Road

Kenilworth, NJ 07033

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note

This Current Report on Form 8-K is being filed in connection with the consummation on November 3, 2009 (the “Closing Date”), of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of March 8, 2009, as amended (the “Merger Agreement”), by and among Merck & Co., Inc. (“Old Merck”), Schering-Plough Corporation (“Schering-Plough”), SP Merger Subsidiary One, Inc. (formerly Blue, Inc.) (“Merger Sub 1”), and SP Merger Subsidiary Two, Inc. (formerly Purple, Inc.) (“Merger Sub 2”). Pursuant to the Merger Agreement, Merger Sub 1 merged with and into Schering-Plough (the “SP Merger”), and Merger Sub 2 merged with and into Old Merck (the “Merck Merger,” and together with the SP Merger, the “Mergers”). As a result of the Mergers, Schering-Plough was renamed “Merck & Co., Inc.” (referred to herein as “New Merck”) and Old Merck, renamed Merck Sharp & Dohme Corp., became a wholly-owned subsidiary of New Merck. The following events took place in connection with the consummation of the Mergers:

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On the Closing Date, upon the consummation of the Mergers pursuant to the Merger Agreement, New Merck completed the acquisition of Old Merck and Old Merck became a wholly owned subsidiary of New Merck.

Pursuant to the SP Merger, each outstanding share of common stock, par value $0.50 per share, of Schering-Plough (“Schering-Plough Common Stock”) was converted into the right to receive $10.50 in cash and 0.5767 of a share of common stock, par value $0.50 per share, of New Merck (the “New Merck Common Stock” and together with the $10.50, the “SP Merger Consideration”). Each outstanding share of the 6.00% Mandatory Convertible Preferred Stock, par value $1.00 per share (the “Preferred Stock”), of Schering-Plough remained outstanding as one share of the Preferred Stock, par value $1.00 per share, of New Merck. Pursuant to the Merck Merger, each outstanding share of common stock, par value $0.01 per share, of Old Merck was converted into one share of New Merck Common Stock.

The description of the Merger Agreement contained in this Item 2.01 does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, the terms of which are incorporated herein by reference.

Old Merck and New Merck (formerly Schering-Plough) are partners in an equally-owned partnership to develop and market new prescription medicines in the cholesterol-management therapeutic area.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Merck Supplemental Indenture

Effective as of the Closing Date, New Merck and Old Merck executed and delivered to U.S. Bank Trust National Association (the “Old Merck Trustee”), a Second Supplemental Indenture, dated as of the Closing Date (the “Second Supplemental Indenture”) in accordance with that certain indenture dated April 1, 1991 (as supplemented by the First Supplemental Indenture, dated October 1, 1997 (the “First Supplemental Indenture”), the “Old Merck Indenture”) between Old Merck and the Old Merck Trustee, pursuant to which New Merck fully and unconditionally guaranteed (a) the full and punctual payment when due of all obligations of Old Merck, whether for payment of principal, interest or premium on the Old Merck Notes (described below) when due, and all other monetary obligations of Old Merck under the Old Merck Notes, and (b) the full and punctual performance with applicable grace periods of all other obligations of Old Merck under the Old Merck Notes.

As of September 30, 2009, there was approximately $8,312,931,000 in aggregate principal amount of “Old Merck Notes,” consisting of the following twenty-three series of notes issued by Old Merck prior to the Mergers:

$35,000,000 Floating Rate Notes due November 27, 2040

$46,000,000 Floating Rate Notes due December 21, 2040

$25,000,000 Floating Rate Notes due December 27, 2040

$26,000,000 Floating Rate Notes due February 6, 2041

$34,670,000 Floating Rate Notes due June 21, 2041

$25,000,000 Floating Rate Notes due July 18, 2041

$43,053,000 Floating Rate Notes due December 21, 2041

$30,000,000 Floating Rate Notes due November 28, 2041

$75,522,000 Floating Rate Notes due August 8, 2042

10.

$68,514,000 Floating Rate Notes due February 18, 2043

11.

$41,225,000 Floating Rate Notes due February 12, 2044

12.

$1,250,000,000 1.875% Notes due 2011

13.

$250,000,000 5.125% Notes due 2011

14.

$500,000,000 4.375% Notes due 2013

15.

$1,000,000,000 4% Notes due 2015

16.

$1,000,000,000 4.75% Notes due 2015

17.

$1,250,000,000 5% Notes due 2019

18.

$250,000,000 6.3% Debentures due 2026

19.

$500,000,000 5.95% Debentures due 2028

20.

$500,000,000 6.4% Debentures due 2028

21.

$500,000,000 5.75% Notes due 2036

22.

$112,947,000 5.76% Notes due 2037

23.

$750,000,000 5.85% Notes due 2039

Copies of the Old Merck Indenture, the First Supplemental Indenture and the Second Supplemental Indenture are attached hereto as Exhibits 4.1, 4.2 and 4.3, respectively. The description of the Old Merck Notes and the guarantee above is qualified in its entirety by reference to the full text of the Indenture, the First Supplemental Indenture and the Second Supplemental Indenture.

S-P Supplemental Indenture

Effective as of the Closing Date, New Merck and Old Merck executed and delivered to The Bank of New York Mellon (the “S-P Trustee”), a Fifth Supplemental Indenture, dated as of the Closing Date (the “Fifth Supplemental Indenture”) in accordance with that certain indenture dated November 26, 2003 (the “S-P Indenture”) between New Merck and the S-P Trustee, pursuant to which Old Merck fully and unconditionally guaranteed (a) the full and punctual payment when due of all obligations of New Merck, whether for payment of principal, interest or premium on the S-P Notes (described below) when due, and all other monetary obligations of the New Merck under the S-P Notes, and (b) the full and punctual performance with applicable grace periods of all other obligations of New Merck under the S-P Notes:

The “S-P Notes” consist of the following six outstanding series of notes issued by Schering-Plough under the S-P Indenture prior to the Mergers (collectively, the “S-P Notes”):

$1,250,000,000 5.30% Notes due 2013, issued pursuant to the First Supplemental Indenture, dated as of November 26, 2003;

$1,150,000,000 6.50% Notes due 2033, issued pursuant to the Second Supplemental Indenture, dated as of November 26, 2003;

$1,000,000,000 6.00% Notes due 2017, issued pursuant to the Third Supplemental Indenture, dated as of September 17, 2007;

$1,000,000,000 6.55% Notes due 2037, issued pursuant to the Third Supplemental Indenture, dated as of September 17, 2007;

€500,000,000 5.000% Senior Notes due 2010, issued pursuant to the Fourth Supplemental Indenture, dated as of October 1, 2007; and

€1,500,000,000 5.375% Senior Notes due 2014, issued pursuant to the Fourth Supplemental Indenture, dated as of October 1, 2007.

A copy of the Fifth Supplemental Indenture is attached hereto as Exhibit 4.4. The description of the guarantee above is qualified in its entirety by reference to the full text of the Fifth Supplemental Indenture.

Old Merck Credit Agreements Guarantees

As of the Closing Date, New Merck executed and delivered (i) to Citicorp USA, Inc. (the “Revolving Administrative Agent”), a Guarantee and Joinder Agreement, dated as of the Closing Date (the “Revolving Guarantee and Joinder Agreement”) pursuant to that certain Amendment No. 1 dated as of April 20, 2009 (“Amendment No. 1”) to the Amended and Restated Credit Agreement in effect on the date of the Mergers (as amended by Amendment No. 1, the “Revolving Credit Agreement”), among Old Merck, as borrower, the lenders party thereto, and the Revolving Administrative Agent, as administrative agent for such lenders, and (ii) to JP Morgan Chase Bank, N.A. (the “Incremental Administrative Agent” and, together with the Revolving Administrative Agent, the “Administrative Agents”), a Guarantor Joinder Agreement, dated as of the Closing Date (the “Incremental Guarantor Joinder Agreement” and, together with the Revolving Guarantee and Joinder Agreement, the “Joinder Agreements”) pursuant to that certain Incremental Credit Agreement dated as of May 6, 2009 (the “Incremental Credit Agreement” and, together with the Revolving Credit Agreement, the “Credit Agreements”), among Old Merck, as borrower, the lenders party thereto, and the Incremental Administrative Agent, as administrative agent for such lenders.

Under the Revolving Credit Agreement, Old Merck and such other borrowers designated in accordance with the terms thereof may borrow unsecured revolving facility loans in an aggregate principal amount of up to $1.5 billion and under the Incremental Credit Agreement, Old Merck may borrow unsecured revolving facility loans in an aggregate principal amount of up to $1.0 billion. The Revolving Credit Agreement also provides a sub-limit for the issuance of letters of credit in an aggregate face amount of up to $200.0 million. The proceeds of the loans advanced under the Credit Agreements are required to be used for general corporate purposes, including, without limitation, to backstop commercial paper and to fund the Mergers. Loans under each of the Credit Agreements will bear interest, at the borrower’s option, either (a) at the base rate (defined in each Credit Agreement as the highest of (1) the applicable Administrative Agent’s prime rate, (2) federal funds rate plus 0.50% and (3) the adjusted LIBO rate for a one month interest period beginning on such day plus 1.00%) or (b) at the reserve adjusted eurodollar rate plus, in each case, an applicable margin. All outstanding loans, interest and other amounts owing under the Revolving Credit Agreement shall be repaid in full on April 12, 2013 (as such date may be extended in accordance with the terms thereof), and all outstanding loans, interest and other amounts owing under the Incremental Credit Agreement shall be repaid in full on the date that is 364 days after the Closing Date.

The loans under each of the Credit Agreements may be prepaid by the applicable borrower at anytime without premium or penalty. The Credit Agreements also contain certain customary events of default, upon the occurrence of which, the then outstanding loans, interest and other amounts payable may be accelerated by the lenders. Additional default interest of 2.00% per annum shall also apply to overdue principal, interest and other amounts under each of the Credit Agreements. The Credit Agreements contain customary representations and warranties, affirmative covenants and negative covenants, including restrictions on liens, mergers and consolidations and maintenance of a maximum ratio of total debt to capitalization of 60%, in each case applicable to New Merck and its subsidiaries (including Old Merck).

Each of the Joinder Agreements, respectively, provides for the full and unconditional guarantee by New Merck of the full and punctual payment when due of the principal of and interest on any and all advances made to and certain reimbursement obligations of Old Merck and any other designated borrower thereunder, and all other amounts whatsoever from time to time owing by Old Merck and any other designated borrower thereunder to the respective lenders and Administrative Agent under the applicable Credit Agreement and certain other related documents. Copies of Amendment No. 1, including the Revolving Credit Agreement as set forth in an exhibit thereto, the Incremental Credit Agreement, the Revolving Guarantee and Joinder Agreement and the Incremental Guarantor Joinder Agreement are attached hereto as Exhibits 10.1, 10.2, 10.3, and 10.4, respectively. The description set forth above is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, the Incremental Guarantor Agreement and the Joinder Agreements.

Old Merck Commercial Paper Guarantee

Effective as of the Closing Date, New Merck fully and unconditionally guaranteed all of the outstanding commercial paper issued by Old Merck prior to the Mergers under its commercial paper program. As of the Closing Date, Old Merck had approximately $1.9 billion aggregate principal amount of commercial paper indebtedness outstanding.

New Commercial Paper Program

In the near future, New Merck expects to enter into a new commercial paper program under which New Merck may issue unsecured commercial paper notes, on a private placement basis, up to a maximum aggregate amount outstanding at any time of $10 billion.

Item 3.03.

Material Modification to Rights of Security Holders.

On the Closing Date, in connection with the SP Merger, Schering-Plough’s certificate of incorporation and by-laws were amended so that New Merck’s certificate of incorporation and by-laws would be in the forms attached hereto as Exhibits 3.1 and 3.2, respectively. Prior to the SP Merger, the rights of the holders of Schering-Plough Common Stock were governed by New Jersey law and the terms of the former certificate of incorporation and by-laws of Schering-Plough. After the SP Merger, the shares of New Merck Common Stock are governed by New Jersey law and the terms of New Merck’s certificate of incorporation and by-laws. The differences between rights of holders of New Merck Common Stock under the New Merck’s certificate of incorporation and by-laws and the rights formerly held by holders of Schering-Plough Common Stock prior to the SP Merger under Schering-Plough’s certificate of incorporation and by-laws were previously disclosed in the joint proxy statement/prospectus filed by Schering-Plough with the Securities and Exchange Commission on June 25, 2009.

Item 4.01.

Changes in Registrant’s Certifying Accountant.

(a)	Dismissal of Independent Accountant Previously Engaged as Principal Accountant

Prior to the Mergers, Old Merck’s historical financial statements were audited by PricewaterhouseCoopers LLP (“PwC”) and Schering-Plough’s historical financial statements were audited by Deloitte & Touche LLP (“Deloitte”).

On the Closing Date, the Board of Directors of New Merck (“New Merck Board”) dismissed Deloitte as New Merck’s independent registered public accounting firm.

The audit reports of Deloitte on the financial statements of Schering-Plough as of and for each of the two fiscal years ended December 31, 2008 and 2007 did not contain any adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles. During Schering-Plough’s fiscal years ended December 31, 2008 and 2007, and during Schering-Plough’s subsequent interim period from January 1, 2009 through the Closing Date, the date of the dismissal of Deloitte, with regard to the financial statements referred to above, (i) there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference to the subject matter of the disagreement in connection with its report, and (ii) there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.

New Merck provided Deloitte with a copy of the foregoing disclosures and requested that Deloitte furnish New Merck a letter addressed to the Securities and Exchange Commission stating whether it agrees with them. A copy of Deloitte’s response is attached hereto as Exhibit 16.1.

(b)	Engagement of New Independent Accountant as Principal Accountant

On the Closing Date, the New Merck Board formally engaged PwC as its independent registered public accounting firm for the fiscal year ending December 31, 2009. PwC was the independent registered public accounting firm for Old Merck during the fiscal years ended December 31, 2008 and 2007, and during Old Merck’s subsequent interim period from January 1, 2009 through the Closing Date. During that time, neither Schering-Plough nor anyone acting on its behalf consulted PwC with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, (ii) the type of audit opinion that might be rendered on Schering-Plough’s financial statements, or (iii) any other matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information provided in each subsection of this Item 5.02 will be deemed to be disclosed in and incorporated by reference into another subsection of this Item 5.02 where such information would be relevant and required by such subsection in accordance with Form 8-K.

(b)	Resignations and Terminations of Certain Officers and Directors

On the Closing Date, pursuant to the Merger Agreement, the Chief Executive Officer, and Executive Vice-President and Chief Financial Officer and the other “named executive officers” of Schering-Plough and the Vice President and Controller (the principal accounting officer) of Schering-Plough ceased to serve in their respective positions.

On the Closing Date, pursuant to the Merger Agreement, all of the directors of Schering-Plough (other than Mr. C. Robert Kidder, Patricia F. Russo, and Craig B. Thompson, M.D, who will remain as directors of New Merck) resigned as members of the Board of Directors of Schering-Plough. The members of the New Merck Board effective as of the Closing Date are listed below under Item 5.02(d), Appointment of Directors.

(c)	Appointments of Certain Officers

Effective as of the Closing Date, pursuant to the Merger Agreement, the New Merck Board appointed Mr. Richard Clark as the Chairman, President and Chief Executive Officer of New Merck, Mr. Peter Kellogg as Executive Vice-President and Chief Financial Officer of New Merck, and Mr. John Canan as the Senior Vice President and Controller, who also serves as the principal accounting officer for New Merck. Mr. Clark, Mr. Kellogg and Mr. Canan served in these same roles at Old Merck immediately prior to the Mergers; their biographical information is as follows:

RICHARD T. CLARK — Age 63. Mr. Clark became Chairman, President and Chief Executive Officer of New Merck as of the Closing Date. Prior to the Closing Date, Mr. Clark served as an executive officer of Old Merck, holding the following positions since the dates indicated:

•

April, 2007 — Chairman, President and Chief Executive Officer

•

May, 2005 — Chief Executive Officer and President

•

June, 2003 — President, Merck Manufacturing Division — responsible for the Old Merck’s manufacturing, information services and operational excellence organizations worldwide

PETER N. KELLOGG — Age 53. Mr. Kellogg became Executive Vice-President and Chief Financial Officer of New Merck as of the Closing Date. Prior to the Closing Date, Mr. Kellogg served as an executive officer of Old Merck, holding the following position since the date indicated:

•

August, 2007 — Executive Vice President and Chief Financial Officer — responsible for Old Merck’s worldwide financial organization, investor relations, corporate development and licensing, and the Old Merck’s joint venture relationships

Prior to August, 2007, Mr. Kellogg was Executive Vice President, Finance and Chief Financial Officer of Biogen Idec (biotechnology company) since November 2003, after the merger of Biogen, Inc. and IDEC Pharmaceuticals Corporation. Mr. Kellogg was formerly Executive Vice President, Finance and Chief Financial Officer of Biogen, Inc. after serving as Vice President, Finance and Chief Financial Officer since July 2000.

JOHN CANAN — Age 53. Mr. Canan became Senior Vice President and Controller of New Merck as of the Closing Date. Prior to the Closing Date, Mr. Canan served as an executive officer of Old Merck, holding the following positions since the dates indicated:

•

January, 2008 — Senior Vice President and Controller — responsible for the Corporate Controller’s Group

•

September, 2006 — Vice President, Controller — responsible for the Corporate Controller’s Group

•

June, 2003 — Vice President, Corporate Audit & Assurance Services

Neither Mr. Clark, Mr. Kellogg nor Mr. Canan serves in his role with New Merck pursuant to an employment agreement. As salaried Old Merck employees, Mr. Clark, Mr. Kellogg and Mr. Canan participate in the employee benefit and compensatory programs, policies and plans sponsored by Old Merck, which became a wholly-owned subsidiary of New Merck upon completion of the Mergers. The Old Merck compensatory arrangements provide, generally, base salary and benefits, annual cash awards, long-term incentives and severance and change in control protections. In connection with the Mergers, the Compensation & Benefits Committee of the New Merck Board (the “Committee”), described in Item 5.02(d), below, ratified the compensation of Mr. Clark, Mr. Kellogg and Mr. Canan as the Chairman, President and Chief Executive Officer of New Merck, Executive Vice-President and Chief Financial Officer of New Merck, and Senior Vice-President and Controller of New Merck, respectively, without change from the compensation each received in their same positions at Old Merck prior to the Mergers. The compensation packages for Mr. Clark, Mr. Kellogg and Mr. Canan had been previously approved in the normal course of business by the Compensation & Benefits Committee of the Board of Directors of Old Merck (“Old Merck Board”) prior to the Mergers. Descriptions of these compensatory arrangements as they apply to Mr. Clark, Mr. Kellogg and Mr. Canan are provided under Item 5.02(e) below. In addition, Mr. Clark, Mr. Kellogg and Mr. Canan continue to participate in the retirement plans, savings plan, and health and welfare plans and arrangements on the same terms and conditions as other salaried Old Merck participants.

(d)	Appointment of Directors

Effective as of the Closing Date, the following individuals, each of whom served on the Old Merck Board immediately prior to the Mergers, were appointed as directors of New Merck: Leslie A. Brun, Thomas R. Cech, Ph.D., Mr. Clark, Thomas H. Glocer, Steven F. Goldstone, William B. Harrison, Jr., Harry R. Jacobson, M.D., William N. Kelley, M.D., Rochelle B. Lazarus, Carlos E. Represas, Thomas E. Shenk, Ph.D., Anne M. Tatlock, Samuel O. Thier, M.D., Wendell P. Weeks, and Peter C. Wendell.

Mr. C. Robert Kidder, Patricia F. Russo, and Craig B. Thompson, M.D., directors of Schering-Plough prior to the Mergers, will continue to serve as directors of New Merck. On the Closing Date, the New Merck Board appointed Mr. Clark as the Chairman and Dr. Thier as Lead Director.

Also on the Closing Date, the New Merck Board reconstituted, or established, the following committees and assigned the directors to serve on each committee as follows:

•

Audit Committee:

•

Leslie A. Brun

•

Steven F. Goldstone

•

Carlos E. Represas

•

Wendell P. Weeks

•

Peter C. Wendell, Chairperson

•

Committee on Corporate Governance:

•

Thomas H. Glocer

•

William B. Harrison, Jr.

•

Anne M. Tatlock

•

Samuel O. Thier, Chairperson

•

Wendell P. Weeks

•

Compensation and Benefit Committee:

•

Thomas H. Glocer

•

Steven F. Goldstone

•

William B. Harrison, Jr.

•

William N. Kelley

•

Anne M. Tatlock, Chairperson

•

Peter C. Wendell

•

Finance Committee:

•

Leslie A. Brun

•

William B. Harrison, Jr., Chairperson

•

Rochelle B. Lazarus

•

Committee on Public Policy and Social Responsibility:

•

Harry R. Jacobson

•

Rochelle B. Lazarus

•

Carlos E. Represas

•

Thomas E. Shenk, Chairperson

•

Samuel O. Thier

•

Research Committee:

•

Thomas R. Cech

•

Harry R. Jacobson

•

William N. Kelley, Chairperson

•

Thomas E. Shenk

•

Samuel O. Thier

•

Peter C. Wendell

No transactions concerning New Merck’s directors listed above or immediate family members of these individuals requires disclosure under Item 404(a) of Regulation S-K of the Securities Exchange Act of 1934, as amended.

Director Compensation

In connection with the Mergers, the New Merck Board approved the compensation arrangements for the non-employee directors of the New Merck Board (including all of the directors listed above, with the exception of Mr. Clark). Directors are eligible to receive the following cash compensation:


Compensation Item		Amount ($)
Annual Retainers
All Board members		55,000
Lead Director		30,000
Audit Committee Chair		20,000
Corporate Governance Committee Chair		10,000
Compensation and Benefits Committee Chair		10,000
Research Committee Chair		10,000
Finance Committee Chair		5,000
Public Policy & Social Responsibility Chair		5,000
Audit Committee Members		10,000

Per meeting fees (Board and Committee)		1,500

Merck & Co. Inc. 2006 Non-Employee Director Stock Option Plan

New Merck assumed and adopted the Merck & Co. Inc. 2006 Non-Employee Director Stock Option Plan, as amended and restated as of the Closing Date (the “Restated 2006 Directors Plan”). Attached hereto as Exhibit 10.5, the Restated 2006 Directors Plan is substantially the same as the Old Merck 2006 Non-Employee Director Stock Option Plan, which was approved by the shareholders of Old Merck, and was effective on April 25, 2006. Under the Restated 2006 Directors Plan, on the first Friday following the Annual Meeting of Stockholders of New Merck, non-employee directors each receive a non-qualified stock option to purchase 5,000 shares of New Merck Common Stock (except that any director of the New Merck Board that served as a director of Schering-Plough on the Closing Date will not be eligible to participate until the Restated 2006 Directors Plan, or a successor plan, is approved by the shareholders of New Merck at the next Annual Meeting of Stockholders held after the Closing Date). Stock option grants to directors are contingent upon a determination by New Merck’s general counsel that New Merck is not in possession of material undisclosed information. If New Merck is in possession of such information – without regard to whether the information seems positive or negative – grants are suspended generally until the second business day after its public dissemination. In that case, the grant price of a stock option is set at the closing price of New Merck Common Stock on that later date.

Options issued under the Restated 2006 Directors Plan become exercisable in equal installments (subject to rounding) on the first, second and third anniversaries of the grant date. All options expire on the day before the tenth anniversary of the grant date. The exercise price of the options is the closing price of New Merck’s Common Stock on the grant date as quoted on the New York Stock Exchange. The exercise price is payable in cash at the time the stock options are exercised. In addition, the Restated 2006 Directors Plan allows directors under certain circumstances to transfer stock options to members of their immediate family, family partnerships and family trusts.

Plan for Deferred Payment of Directors’ Compensation

New Merck assumed and adopted Old Merck’s Plan for Deferred Payment of Directors’ Compensation, as amended and restated as of the Closing Date (the “Restated Directors’ Deferral Plan”). Attached hereto as Exhibit 10.6, the Restated Directors’ Deferral Plan is substantially the same as Old Merck’s Plan for Deferred Payment of Directors’ Compensation as in effect prior to the Mergers.

Under the Restated Directors’ Deferral Plan each director of the New Merck Board (including any director of the New Merck Board that served as a director of Schering-Plough on the Closing Date) may elect to defer all or a portion of cash compensation from retainers and meeting fees. Any amount so deferred is, at the director’s election, valued as if invested in any of the investment measures offered under the MSD Employee Savings and Security Plan, including New Merck Common Stock, and is payable in cash in installments or as a lump sum beginning with the year after termination of service as a director.

In addition to the annual retainer listed in the chart above, as of the first Friday following the Annual Meeting of Stockholders, each Non-Employee Director receives a credit to his/her New Merck Common Stock account under the Restated Directors’ Deferral Plan of an amount equal to the annual cash retainer in effect—currently $55,000. Directors who join the New Merck Board after that date are credited with a pro-rata portion. For this purpose, the elected and mandatory contributions for directors who were directors of Old Merck will continue as in effect with Old Merck prior to the Closing. The directors who were directors of Schering-Plough are being treated as though they were new to the New Merck Board for this purpose, although they may not make voluntary elections until 2010.

New Merck entered into an indemnification agreement with each director of New Merck, effective on the Closing Date. The agreement, which would also be entered into with any future directors, generally provides for the indemnification by New Merck of the director in connection with the defense of any present or future threatened, pending or completed claim, action, suit or proceeding as allowed under New Jersey law and subject to the terms included in the agreement.

(e)	Compensatory Agreements and Arrangements

In connection with each of Mr. Hassan’s, Mr. Bertolini’s, Mr. Koestler’s, Ms. Cox’s, and Mr. Sabatino’s separation from service in connection with the Mergers, each became eligible to receive severance payments and benefits in accordance with his or her individual employment agreements.

Compensation of Mr. Clark, Mr. Kellogg, and Mr. Canan

As noted in Item 5.02(c) above, Mr. Clark, Mr. Kellogg and Mr. Canan are compensated through their participation in the programs, policies and plans sponsored by Old Merck, a wholly-owned subsidiary of New Merck as of the Closing Date. The compensation for Mr. Clark, Mr. Kellogg and Mr. Canan was ratified by the Committee on the Closing Date and will continue following the closing of the Mergers, with respect to compensation for the 2009 fiscal year. Each element of Mr. Clark’s, Mr. Kellogg’s and Mr. Canan’s compensation was approved by either the Old Merck Board or the Compensation & Benefits Committee of the Old Merck Board, and generally, all terms and conditions that applied to any element of compensation immediately before the transaction will continue to apply. Specific arrangements with Mr. Clark, Mr. Kellogg and Mr. Canan include:

Mr. Clark : Mr. Clark is entitled to an annual base salary of $1,800,000 and a target annual bonus opportunity of 150% of his annual salary for the 2009 fiscal year. Mr. Clark is also eligible to receive grants under the long-term incentive plans. These plans are described below. If Mr. Clark’s employment were to be terminated by Old Merck without cause and without a Change in Control, he

would receive salary continuation and target bonus for two years (or until he attains age 65, whichever is shorter). The salary continuation would be payable according to Old Merck’s normal payroll practices for its employees who are executive officers of New Merck and the target bonus would be payable in a lump sum. Any severance pay would be contingent upon a release and other customary provisions.

Mr. Kellogg : Mr. Kellogg is entitled to an annual base salary of $908,338 and a target annual bonus opportunity of 95% of his annual salary for the 2009 fiscal year. Mr. Kellogg is also eligible to receive grants under the long-term incentive plans. These plans are described below. In the event that earlier than two years after the appointment of a successor CEO to Richard T. Clark, Old Merck terminates Mr. Kellogg’s employment for a reason other than gross misconduct, Mr. Kellogg will receive a lump sum in the amount of 18 months’ salary, subject to appropriate tax withholding, provided that he signs and complies with noncompete, nonsolicitation and nondisclosure covenants and a waiver and release of claims in a format prescribed by Old Merck. This severance payment is in lieu of any other severance or separation pay that he might be entitled to under any applicable severance policy. If at the time his employment terminates he is a “Specified Employee” as defined in Section 409A of the Internal Revenue Code, which in general includes the top 50 employees of a company ranked by compensation, then to the extent required by Section 409A the severance payment described above will be made in a lump sum, without interest, soon after the first day of the sixth month following the termination of his employment.

Mr. Canan : Mr. Canan is entitled to an annual base salary of $377,220 and a target annual bonus opportunity of 75% of his annual salary for the 2009 fiscal year. Mr. Canan is also eligible to receive grants under the long-term incentive plans. These plans are described below.

New Merck Compensatory Plans in which Executive Officers are Eligible to Participate

Mr. Clark, Mr. Kellogg and Mr. Canan continue to be eligible to participate in the Old Merck annual cash bonus plan (known as the Executive Incentive Plan or EIP). In addition, effective as of the Closing Date, New Merck has assumed and adopted certain compensatory plans of Old Merck and Schering-Plough in which the executive officers of New Merck are generally eligible to participate. In light of the Mergers, certain compensatory plans of Old Merck and Schering-Plough described herein have been amended to reflect the New Merck corporate structure and to make technical changes deemed necessary for the continued operation of such plans following the Mergers. The continued or amended and assumed plans, including, generally, cash and non-cash incentive compensation plans, certain change in control and severance compensation arrangements, deferred compensation plans, and certain other benefit plans, are briefly described below.

EIP. The EIP is a shareholder-approved plan (that was most recently approved by shareholders of Old Merck in 1994). It is designed to provide annual cash awards to employees of Old Merck who were, prior to the Mergers, subject to Section 16 of the Securities Exchange Act of 1934 with respect to their service to Old Merck. Compensation paid under this plan is treated as “performance-based compensation” under Section 162(m) of the Internal Revenue Code. Payments are based on an objective formula defined in the plan. Under the terms of the plan, the Committee can use its discretion to reduce the awards payable under this formula for executive officers. The methodology used for determining annual cash awards for executive officers, including Mr. Clark, Mr. Kellogg and Mr. Canan, is the same as that which is used for other senior management employees. No annual cash award will be paid to an individual if Old Merck or individual performance is below minimum performance expectations as determined by the Committee.

Company Scorecard: As approved by the Old Merck Board, the Old Merck “Company Scorecard” for 2009 contains multiple specific measures and associated targets aligned with Old Merck’s strategy. The Old Merck “Company Scorecard” is calibrated so that results will range between 50% (the threshold) and 200% (a stretch goal) of target award opportunity, commensurate with performance. However, the Committee has the discretion to determine that no annual cash awards will be made to any employees, including Mr. Clark, Mr. Kellogg and Mr. Canan or other executive officers, if it determines, on a qualitative basis, that overall performance on the Old Merck “Company Scorecard” is too low.

Long-Term Incentives: New Merck assumed and adopted the Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan, as amended and restated as of the Closing Date (the “MSD 2007 ISP”). A copy of the MSD 2007 ISP is attached hereto as Exhibit 10.7. The MSD 2007 ISP is substantially the same as the Old Merck 2007 Incentive Stock Plan (the “Prior 2007 ISP”), which was approved by the shareholders of Old Merck on April 25, 2006 and effective as of May 1, 2006, except with respect to the following:

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administration of the MSD 2007 ISP by the New Merck Board and the Committee rather than by the Old Merck Board and its Compensation & Benefits Committee;

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incentives exercisable for or settled in stock will be exercised for or settled in shares of New Merck Common Stock rather than shares of Old Merck Common Stock;

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the definition of change in control, as described in the New Merck Change in Control Separation Benefits Plan (as described below) applies generally to a change in control of New Merck rather than a change in control of Old Merck. However, for incentive awards outstanding on the Closing Date, a change in control of Old Merck (as it was defined in the Old Merck Change in Control Separation Benefits Plan prior to the Mergers) will also apply; and

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limited modifications deemed necessary to reflect the fact that Old Merck is now one of a number of wholly-owned subsidiaries of New Merck.

The MSD 2007 ISP is administered by the Committee. Consistent with the Prior 2007 ISP, the MSD 2007 ISP may be used to grant long-term incentive awards to employees and officers of Old Merck and its affiliates (who were not employees of Schering-Plough or its subsidiaries on the Closing Date). Generally three long-term incentive vehicles are used: stock options, restricted stock units (“RSUs”) and performance share units (“PSUs”), as described below. Generally, any stock option and RSU grants made to Old Merck employees (following the Mergers) will be granted on the third business day after New Merck’s release of quarterly earnings, while PSUs are granted before March 30 of a year.

Stock Options

The exercise price of a stock option grant is set at the fair market value on the grant date. Under the terms of the MSD 2007 ISP, New Merck may not grant stock options at a discount to fair market value or reduce the exercise price of outstanding stock options (except to avoid loss of participant value in the case of a stock split or other similar event). Subject to their terms, stock options currently awarded as part of the annual long-term incentive grant process vest in equal installments on the first, second, and third anniversaries of the grant date and expire on the day before the tenth anniversary of the grant date. This vesting schedule has been used by Old Merck since 2002.

Restricted Stock Units

RSU grants provide for the payout of shares of New Merck Common Stock, generally in three years, if the recipient satisfies continued service requirements. As part of the annual long-term incentive grant process, executives (other than the CEO) and certain other management employees can elect to receive one RSU in lieu of receiving four options for 30% of their annual grant (if any). The election must be made before the amount of any person’s long term incentive grant is determined. Subject to their terms, these RSUs vest on the third anniversary of the grant date. Dividend equivalents are paid on RSUs. New Merck may also grant RSUs to employees under special circumstances outside of the annual long-term incentive process.

Performance Share Units

PSU grants provide for the payout of shares of New Merck Common Stock, generally in three years, if the recipient has met certain continued performance and/or service requirements. Executives are

granted a target award opportunity at the beginning of a multi-year performance cycle that is denominated in phantom shares of New Merck Common Stock. The number of shares that is ultimately earned varies based on the New Merck’s performance against a pre-set objective or set of objectives. The Committee may adopt different performance measures for PSU grants from time to time, as it deems appropriate at the time of each grant.

Generally, prior to the Mergers, PSU payouts were contingent on Old Merck’s performance against a pre-set objective or set of objectives. For PSUs granted through 2009, the performance award period has been three years. No dividends or dividend equivalents are paid during or after the award period. The payout range is a number of shares equal to 0 percent to 200 percent of the number of target shares covered by the PSU grant. For the 2007 PSU grant, ultimate payouts depends on earnings per share (EPS) growth compared to 11 other leading healthcare companies over the three-year award period. The peer companies were Amgen, AstraZeneca, Bristol-Myers Squibb, GlaxoSmithKline, Johnson & Johnson, Eli Lilly, Novartis, Pfizer, Sanofi-Aventis, Schering-Plough and Wyeth. Due to the Mergers, and the merger of Pfizer and Wyeth in 2009, the 2007 PSU grants were revised to terminate further performance measurements and use the 2007 and 2008 rankings to determine grant payout in 2009. As a result of the change, these grants will payout at 120% of the specified target. Grants since 2007 are measured by performance versus a pre-specified target earnings per share and were not revised.

Impact of a Future Change in Control

Under the MSD 2007 ISP, upon a “change in control” of New Merck (or Old Merck with respect to awards outstanding on the Closing Date of the Mergers), all outstanding stock options and restricted stock units will become fully vested. However, performance-based stock options held by key research and development personnel may not fully vest unless stock options are generally to be cancelled in the transaction.

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In general, vested stock options may be exercised for five years following termination of the option holder’s employment following a change in control (but not beyond the original term of the stock option). This extended exercise period would not apply in the case of terminations by reasons of death or retirement or for gross misconduct.

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If stock options do not remain outstanding following the change in control and are not converted into successor stock options, then option holders will be entitled to receive cash for their options in an amount at least equal to the difference between the exercise price and the price paid to shareholders in the change in control.

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Upon a change in control of New Merck (or Old Merck with respect to awards outstanding on the Closing Date of the Mergers), a portion of performance share units generally will become vested as determined by reference to the holder’s period of employment during the performance cycle and (1) based on actual performance as to fiscal years that have been complete for at least 90 days as of the date of the change in control and (2) otherwise, based on target performance.

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After a change in control, amendment of the MSD 2007 ISP is limited. The MSD 2007 ISP also provides for payment of participants’ legal fees in the event of disputes after a change in control.

A “change in control” for purposes of these provisions has the same meaning that it has under the New Merck Change in Control Separation Benefits Plan, described below, except as to awards that are deemed to be deferred compensation subject to Section 409A, in which event the definition permitted under 409A will apply. In addition, as set forth in the New Merck Change in Control Separation Benefits Plan, with respect to all grants under the MSD 2007 ISP that were outstanding on the Closing Date, a change in control of Old Merck will also be a “change in control” for purposes of these provisions.

MSD Awards Outstanding on the Closing Date: New Merck assumed and adopted several legacy equity incentive plans of Old Merck including: (a) MSD 2004 Incentive Stock Plan; (b) MSD 2001 Incentive Stock Plan; (c) MSD 1996 Incentive Stock Plan; (d) Rosetta Inpharmatics, Inc. 2000 Stock Plan; (e) Rosetta Inpharmatics, Inc. 1997 Stock Plan; (f) Merck & Co., Inc. 2001 Non-Employee Director Stock Option Plan; and (g) Merck & Co., Inc. 1996 Non-Employee Director Stock Option Plan (together the “MSD Prior Equity Plans”). Certain MSD Prior Equity Plans were amended as of the Closing Date to reflect the Mergers. The amendments applicable to the relevant plans are attached hereto as Exhibits 10.8 to 10.12.

The MSD Prior Equity Plans were no longer being used by Old Merck immediately prior to the Mergers to grant new awards and no new awards will be granted pursuant to any of the MSD Prior Equity Plans by New Merck. However, a number of awards previously granted under each of the MSD Prior Equity Plans remained outstanding on the Closing Date and have been assumed by New Merck as part of the Mergers. Pursuant to the Merger Agreement, the New Merck Board authorized the issuance of New Merck Common Stock upon the exercise of, or settlement of, as applicable, awards granted pursuant to the MSD Prior Equity Plans, as well as awards previously granted under the MSD 2007 ISP and Restated 2006 Directors Plan, that remained outstanding as of the date of the consummation of the Mergers (the “MSD Outstanding Incentive Awards”). As of October 1, 2009, approximately 266 million shares were subject to the MSD Outstanding Incentive Awards. Mr. Clark, Mr. Kellogg and Mr. Canan held MSD Outstanding Awards at the time of the Mergers.

Following the Mergers, the MSD Prior Equity Plans and MSD Outstanding Incentive Awards will be administered by the New Merck Board or the Committee, as provided under the terms of the applicable plans. In addition, as discussed below as part of the New Merck Change in Control Separation Benefits Plan, a “change in control” of New Merck will apply to all MSD Outstanding Incentive Awards (other than the Rosetta Inpharmatics, Inc. and Non-Employee Director Stock Option Plans) and a change in control of Old Merck, based on the same definition that applies to a change in control of New Merck, but with respect to Old Merck, will also continue to apply to all MSD Outstanding Incentive Awards (other than the Rosetta Inpharmatics, Inc. and Non-Employee Director Stock Option Plans). Except in the case of 2007 PSU awards, as discussed below, all other terms and conditions that applied to the MSD Outstanding Incentive Awards immediately prior to the Closing Date will continue in effect after the Mergers.

Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan : As part of the Mergers, New Merck amended and restated the Schering-Plough Corporation 2006 Stock Incentive Plan as the Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan (the “Restated SP 2006 SIP”). A copy of the Restated SP 2006 SIP is attached hereto as Exhibit 10.13. The Restated SP 2006 SIP will generally be used to grant awards to employees of New Merck and its subsidiaries who were employees of Schering-Plough Corporation on the Closing Date, but may be used to grant awards to all employees of New Merck and its subsidiaries. Additional changes include:

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Changing the definition of change in control with respect to awards granted following the Closing Date to harmonize the definition of change in control used in Restated SP 2006 SIP with the definition used in the MSD 2007 ISP and New Merck Change in Control Separation Benefits Plan;

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Providing that the Committee will serve as the administrator of the Restated SP 2006 SIP; and

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Limited modifications deemed necessary to reflect the fact the new corporate structure as a result of the Mergers.

SP Outstanding Equity Awards: As part of the Mergers, New Merck continues to maintain each of the equity awards granted prior to the Mergers by Schering-Plough under its equity incentive plans (including the Restated SP 2006 SIP, the Schering-Plough Corporation 2002 Stock Incentive Plan and the Schering-Plough Corporation 1997 Stock Incentive Plan) that remained outstanding on the Closing Date (the “Outstanding SP Incentive Awards”). Generally, the Outstanding SP Incentive Awards will be converted, based on the merger consideration as discussed below, and will either continue or be settled in accordance with its terms and conditions in light of the Mergers. Mr. Hassan, Mr. Bertolini, Mr. Koestler, Ms. Cox and Mr. Sabatino held Outstanding SP Incentive Awards at the time of the Mergers.

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Pursuant to the Merger Agreement, all Outstanding SP Incentive Awards in the form of an option, whether vested or unvested, will be converted into an option entitling its holder to acquire, upon exercise, a number of shares of New Merck Common Stock equal to the product of (x) the sum of 0.5767 plus the fraction resulting from dividing $10.50 by the closing price per share of Old Merck Common Stock on the last trading day immediately preceding the Closing Date, and (y) the number of shares of Schering-Plough Common Stock subject to such converted Schering-Plough option immediately prior to the effective time of the SP Merger (rounded down to the nearest whole share). The converted Schering-Plough options will have an exercise price per share of New Merck Common Stock equal to the quotient of (x) the per-share exercise price of the converted Schering-Plough option immediately prior to the effective time of the SP Merger, and (y) the sum of 0.5767 plus the fraction resulting from dividing $10.50 by the closing price per share of Old Merck common stock on the last trading day immediately preceding the Closing Date (rounded up to the nearest whole cent). Options granted by Schering-Plough prior to May 19, 2006 include a change in control lock-in feature that allows optionees to receive a cash payment using a fixed price for a period of 60 days following the Closing Date;

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Pursuant to the Merger Agreement, each Outstanding SP Incentive Award in the form of deferred stock units or restricted stock units will be adjusted so that its holder will be entitled to receive, upon settlement, a number of shares of New Merck Common Stock equal to the product of (x) the sum of 0.5767 plus the fraction resulting from dividing $10.50 by the closing price per share of Old Merck Common Stock on the last trading day immediately preceding the Closing Date and (y) the number of shares of Schering-Plough Common Stock subject to such Schering-Plough deferred stock unit or restricted stock unit immediately prior to the effective time of the SP Merger; and

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Pursuant to the Merger Agreement, each Outstanding SP Incentive Award in the form of performance-based awards or performance-based share unit awards will be adjusted into the number of shares of New Merck Common Stock determined by multiplying (x) the number of shares subject to such Schering-Plough performance award by (y) the sum of 0.5767 plus the fraction resulting from dividing the cash portion of $10.50 by the closing price per share of New Merck Common Stock on the last trading day immediately preceding the Closing Date.

Separation, Change in Control and Other Arrangements: In addition to the individual agreements with Mr. Clark and Mr. Kellogg described above regarding termination of service, Mr. Kellogg and Mr. Canan are eligible, along with non-unionized employees of Old Merck and certain of its subsidiaries, for benefits and payments if employment terminates in a “separation” as described below. In addition, if there is a “change in control”, Mr. Clark, Mr. Kellogg and Mr. Canan are eligible for payments and benefits as described below.

Separation

Old Merck provides separation pay and benefits to U.S.-based non-unionized employees of Old Merck and certain of its subsidiaries, including Mr. Kellogg and Mr. Canan, according to the MSD Separation Benefits Plan for Non-Union Employees (the “Old Merck Separation Plan”). An amount related to his target bonus award

is provided under certain circumstances. To be eligible for all of the benefits described below, a general release of claims in the form determined by Old Merck is required, as well as nondisparagement, cooperation with litigation and, in some cases (including for Mr. Kellogg and Mr. Canan), noncompetition and nonsolicitation agreements as determined by Old Merck in connection with, and at the time of, the separation.

Severance Pay . The Old Merck Separation Plan provides severance pay to separated employees—that is, eligible salaried employees whose employment is terminated by Old Merck due to organizational changes including discontinuance of operations, location closings or corporate restructuring or a general reduction in work force (a “Separation”). Under an enhancement in effect until December 31, 2011, separated employees of Old Merck or its subsidiaries in Bands 1 through 3, including Mr. Kellogg and Mr. Canan, will receive

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26 weeks of base pay, if completed years of continuous service as of the date employment ends (the “Separation Date”) is less than one year;

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41 weeks of base pay, if completed years of continuous service is at least one but less than two; or

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41 weeks of base pay plus two weeks of pay for each completed year of continuous service, if completed years of service is two or more; however, the maximum severance pay is 78 weeks of base pay.

Amounts are payable over the number of weeks described above. However, if Section 409A of the Internal Revenue Code forbids payments to the individual above a certain amount on account of a severance of employment to be made during the six month period following termination of employment, then payments will be held for the required period and paid, in a lump sum without interest, soon after permitted under Section 409A.

Outplacement Assistance . Under the Old Merck Separation Plan, separated employees in Bands 1 through 3, including Mr. Kellogg and Mr. Canan, are eligible for up to 12 months of senior executive outplacement services from Old Merck’s outplacement vendor at its expense.

EIP Awards. As part of its standard practice for separated employees, Old Merck may pay an amount in lieu of a bonus award under the Executive Incentive Plan depending on the Separation Date.

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If employment terminates between January 1 and the time awards are paid for a given year, the executive will be considered for a bonus on the same terms and conditions as other employees with respect to the previous year’s performance.

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If employment terminates between the time awards are paid and June 30, the employee is not eligible for payment of a bonus or an amount in lieu of a bonus for the year in which separated, unless the employee is retirement eligible, which both Mr. Kellogg and Mr. Canan are not.

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If employment terminates after June 30 and on or before December 31, a special payment is made in lieu of any award under the Executive Incentive Plan. The amount of the special payment is based on his target award and the number of months worked in the current year. The amount is subject to adjustment by Old Merck. This amount is payable in a lump sum at a time that complies with Section 409A as described above.

Effects under Other Benefit Plans . All separated employees are entitled to certain benefits under other Old Merck plans. In general, the benefits depend on the employee’s age and years of service with Old Merck. In addition to the payments and benefits described above, the Committee may authorize additional payments when it separates an executive officer. Although not obligated to do so, the Compensation & Benefits Committee of the Old Merck Board in the past has provided an additional amount measured by reference to the executive officer’s EIP award, additional financial planning, and relocation assistance to some separated executives. In addition, if an executive officer’s employment was terminated but the termination was not a “Separation” under the applicable plans, the above payments and benefits are not payable. However, New Merck might agree to make the payments it

deems necessary to negotiate a definitive termination agreement with the terms, such as a general release of claims, nondisparagement, cooperation with litigation, noncompetition and nonsolicitation agreements, as determined by New Merck.

Change in Control

New Merck assumed the Merck & Co. Inc. Change in Control Separation Benefits Plan, as amended and restated (the “Restated CIC Plan”). A copy of the Restated CIC Plan is attached hereto as Exhibit 10.14. The Restated CIC Plan is substantially the same as the Old Merck Change in Control Separation Benefits Plan (the “Prior CIC Plan”) which was approved by the Old Merck Board in November 2004, except with respect to the following:

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Administration of the Restated CIC Plan by the New Merck Board and the Committee rather than by the Old Merck Board and its Compensation & Benefits Committee;

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The definition of “change in control,” as described below, applies generally to a “change in control” of New Merck rather than Old Merck; and

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Limited modifications deemed necessary to reflect the fact that Old Merck is now one of a number of wholly owned subsidiaries of New Merck.

Consistent with the Prior CIC Plan and as described below, the Restated CIC Plan provides employees of Old Merck (and its subsidiaries) who are members of New Merck’s Executive Committee and other Vice-President-level managers of Old Merck (and its subsidiaries) with certain severance benefits upon qualifying terminations of employment in connection with or within two years following a change in control of New Merck. In addition, as required under the Prior CIC Plan’s provisions regarding plan amendments, the Restated CIC Plan retains the provisions for participants in the Prior CIC Plan as of the date of the Mergers which provide certain severance benefits upon qualifying termination of employment in connection with or within two years following a change in control of Old Merck, provided such a change in control of Old Merck occurs before the first anniversary of the Mergers.

Executive Committee members or Vice-Presidents who previously worked for Schering-Plough (or its subsidiaries) or who are hired by New Merck (formerly Schering-Plough) or its subsidiaries (other than those hired by Old Merck or its subsidiaries) are not eligible to participate in the Restated CIC Plan because any applicable change in control or severance benefits for these executives are separately provided under their individual employment/change in control agreements entered into with Schering Plough (or its subsidiaries) prior to the Mergers or severance plans applicable to employees of New Merck and its subsidiaries (other than Old Merck and its subsidiaries). Mr. Clark, Mr. Kellogg and Mr. Canan are participants in the Restated CIC Plan.

For Mr. Clark, Mr. Kellogg and Mr. Canan, the following severance benefits would be provided upon qualifying terminations of employment in connection with or within two years following a change in control of New Merck:

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Cash severance pay equal to a multiple of three, two or one and one-half (or a lesser number equal to the number of full and fractional years between the date of the change in control and the participant’s 65th birthday) times the sum of his base salary plus target bonus amount. The applicable multiple for Mr. Clark and Mr. Kellogg is three and for Mr. Canan the multiple is two.

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Pro rata annual cash bonus at target levels, paid in a lump sum at termination.

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Continued medical, dental and life insurance benefits at active-employee rates for a period equal to the participant’s multiple, described above, but not beyond the participant’s 65th birthday. These benefits are reduced by benefits obtained from a subsequent employer and are not available to the extent the participant is eligible for the same benefit as a retiree. Mr. Clark is not eligible for these continuation benefits because he is eligible for medical, dental and life insurance benefits as a retiree.

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Enhanced supplemental retirement benefits determined by increasing the participant’s age and credited service by the participant’s multiple (but not more than the participant would have earned if employment continued until age 65) and then calculating benefits under Old Merck’s supplemental retirement plan.

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If the participant would attain specified age and service levels within two years following the change in control, then he is entitled to subsidized and/or unreduced pension benefits upon commencement of pension benefits in accordance with plan terms after his termination of employment. In addition, if the participant would attain specified age and service levels within two years following the change in control, then he is entitled to be treated as a retiree under Old Merck’s medical, dental and life insurance plans immediately upon his termination of employment. Mr. Clark currently meets these age and service levels.

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Continued financial planning benefits and outplacement benefits.

Terminations of employment that entitle a participant to receive severance benefits under the plan consist of (1) termination by Old Merck without cause or (2) resignation by the participant for good reason, in each case within two years following a change in control. A participant is not eligible for benefits under the plan if his termination is due to death or permanent disability.

A “change in control” for purposes of the Restated CIC Plan generally consists of any of the following:

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an acquisition of more than 20 percent of New Merck’s voting securities (other than acquisitions directly from New Merck); or

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the New Merck Board, as of the time of the Mergers, (and their approved successors) ceasing to constitute a majority of the New Merck Board or, if applicable, the board of directors of a successor to New Merck; or

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the consummation of a merger, consolidation or reorganization, unless

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the shareholders of New Merck prior to the transaction hold at least 60 percent of the voting securities of the successor;

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the members of the New Merck Board prior to the transaction constitute at least a majority of the board of directors of the successor; and

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no person owns 20 percent or more of the voting securities of New Merck or the successor; or

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the liquidation or dissolution of New Merck or the sale by New Merck of all or substantially all of its assets.

In addition, pursuant to the terms of the Prior CIC Plan, a change in control of Old Merck, based on the same definition described above but with respect to Old Merck, that occurs prior to the first anniversary of the Mergers, will also trigger potential eligibility for severance benefits under the Restated CIC Plan for those participants who were also participants in the Prior CIC Plan as of the date of the Mergers and who experience a qualifying termination within two years of a change in control of Old Merck. As noted above, with respect to any MSD Outstanding Incentive Awards (other than those granted under the Rosetta and the Non-Employee Directors Stock Option Plans), a change in control of New Merck will apply to their terms and conditions, as well as a change in control of Old Merck based on the same definition described above but with respect to Old Merck. For any award granted under the MSD 2007 ISP following the Mergers, only a change in control of New Merck will apply.

A “termination for good reason” for participants generally includes any of the following Old Merck actions without the executive’s written consent following a change in control:

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Significantly and adversely changing the executive’s authority, duties, responsibilities or position (including title, reporting level and status as an executive officer subject to Section 16(b) of the Exchange Act). However, the following are not good reason:

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an isolated, insubstantial and inadvertent action not taken in bad faith which Old Merck remedies promptly after receiving notice; and

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a change in the person to whom (but not the position to which) he reports;

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Reducing annual base salary or level of bonus opportunity;

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Changing the executive’s office location so that he must commute more than the greater of (a) 50 more miles or (b) 120% more miles, as compared to his commute immediately prior to the change;

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Failing to pay base salary, bonus or deferred compensation under any New Merck or Old Merck deferred compensation program within seven days of its due date;

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Failing to continue any compensation plan or program in which the executive participates including bonus plans and the MSD 2007 ISP (or successors to those plans), or failing to continue his level of participation in those plans;

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Failing to continue to provide him with the pension and welfare benefits substantially similar to those in which he participates or materially reducing any of those benefits or depriving him of any material fringe benefit; and

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Failing to obtain a satisfactory agreement from any successor to New Merck to assume and agree to perform the obligations under the change in control plan.

However, the executive does not have “good reason” if he does not provide New Merck

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With notice that any of the above occurred within six months of when he becomes aware (or reasonably should have become aware) of it;

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With at least 30 days from the date of such notice to cure the event before terminating employment; or

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With a notice of termination within 90 days of the day on which the 30-day period described above expires.

A termination by Old Merck for cause generally includes

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Willful and continued failure by the executive to substantially perform his duties for New Merck or its subsidiaries (other than any failure that results from his incapacity due to physical or mental illness) for at least 30 consecutive days after a written demand for substantial performance has been delivered to him;

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Willful misconduct or gross negligence by the executive which is injurious to New Merck or any of its subsidiaries; and

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Conviction, or entry of a plea of nolo contendere to

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a felony or

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any crime (whether or not a felony) involving dishonesty, fraud, embezzlement or breach of trust.

To receive the severance benefits under the Restated CIC Plan, a participant, including Mr. Clark, Mr. Kellogg and Mr. Canan, must execute a general release of claims against New Merck and its affiliates, which includes certain restrictive covenants, including a commitment by the participant, including Mr. Clark, Mr. Kellogg and Mr. Canan, not to solicit New Merck or its affiliates’ employees for two years following the change in control. The severance benefits are in lieu of (or offset by) any other severance benefits to which a participant may be entitled under other arrangements of New Merck or Old Merck. The cash severance pay is paid in the form of salary continuation, and it and the other benefits under the plan (other than the tax-qualified pension benefits) are generally subject to discontinuation in the event of breach by the participant of the restrictive covenants and other obligations under the release. Participants have no obligation to mitigate the severance benefits under the plan.

Mr. Clark and Mr. Kellogg generally are entitled to full indemnification for any excise taxes that may be payable under Section 4999 of the Internal Revenue Code of 1986, as amended, in connection with the change in control and payment of their legal fees if they prevail on a claim for relief in an action to enforce their rights under the plan or in an action regarding the restrictive covenants contained in the general release. Other participants who are not Executive Committee members, including Mr. Canan, are not entitled to this indemnification; rather, if payments to them are subject to the excise tax, either their severance benefits would be reduced so that no excise tax is payable or they would receive the full amount of their severance benefits, whichever is more advantageous to them.

In general, the Committee may amend or terminate the Restated CIC Plan prior to a change in control. However, neither the amendment of the plan in a manner that adversely affects participants prior to a change in control nor the termination of the plan prior to a change in control would be effective if done within one year of a change in control or at the request of an acquirer. Following a change in control, the Restated CIC Plan may not be amended or modified in any way that would adversely affect participants in the plan at the time of the change in control.

In the event of a change in control, equity awards are treated under the terms of the MSD 2007 ISP or relevant MSD Prior Equity Plan, as described above.

In addition, the compensation and employee benefit plans, programs and arrangements of Old Merck that are continuing generally provide the following:

•

For two years following the change in control, the material terms of the plans, programs and arrangements (including terms relating to eligibility, benefit calculation, benefit accrual, cost to participants, subsidies and rates of employee contributions) may not be modified in a manner that is materially adverse to individuals who participated in them immediately before the change in control.

•

Old Merck will pay the legal fees and expenses of any participant that prevails on his claim for relief in an action regarding an impermissible amendment to these plans, programs and arrangements (other than ordinary claims for benefits) or, if applicable, in an action regarding restrictive covenants applicable to the participant.

Other Plans and Programs

The Merck Deferral Program: New Merck assumed and adopted the Merck Deferral Program, as amended and restated as of the Closing Date (the “Restated Merck Deferral Program”). A copy of the Restated Merck Deferral Program is attached as Exhibit 10.15 hereto. The Restated Merck Deferral Plan combines and is substantially the same as the Merck Deferral Program and the Base Salary Deferral Plan in effect prior to the Closing Date of the Mergers, except that administration will be by the Committee rather than the Compensation & Benefits Committee of the Old Merck Board.

Neither New Merck nor its subsidiaries make any company contributions to the Restated Merck Deferral Program. Account balances may be invested in phantom investments selected by the executive from an array of investment options that mirrors the funds in Old Merck’s qualified savings plan (the “Old Merck 401(k) Plan”). The array changes from time to time; as of October 1, 2009, participants could choose among several different investments, including domestic and international equity, income, short term investment, blended fund investment and New Merck stock funds. Participants can daily change their investment selections prospectively by contacting the Old Merck 401(k) Plan’s trustee in the same manner that applies to participants in the Old Merck 401(k) Plan.

PSUs and RSUs may be deferred into the Restated Merck Deferral Program instead of being paid out. However, any deferred RSU or PSU may only be invested in the phantom New Merck Common Stock fund—they may not later be redesignated out of the New Merck Common Stock fund.

When participants elect to defer amounts into the Restated Merck Deferral Program, they also select when the amounts ultimately will be distributed to them. Distributions may either be made in a

specific year—whether or not employment has then ended—or at a time that begins at or after the executive’s separation from service. Distributions can be made in a lump sum or up to 15 annual installments. However, soon after a participant’s separation from service, his account balance is automatically distributed in a lump sum—without regard to his election— if the participant’s account balance is less than $125,000 at the time of retirement or separation.

Participants may change their distribution schedule, provided the new elections satisfy the requirements of Section 409A of the Internal Revenue Code. In general, 409A requires that

•

Distribution schedules cannot be accelerated (other than for a hardship)

•

To delay distribution,

•

A participant must make an election at least one year before the distribution otherwise would be made, and

•

The new distribution cannot begin earlier than five years after it would have begun without the election to re-defer.

Other Employee Benefit Plans and Arrangements . Mr. Clark, Mr. Kellogg and Mr. Canan along with other New Merck executives and other senior management employees employed by MSD and Schering Corporation (also a wholly owned subsidiary of New Merck), are provided a limited number of perquisites, including reimbursement for financial counseling and tax preparation, limited personal use of the New Merck aircraft if approved by the Chief Executive Officer, limited personal use of the New Merck limousine services, reimbursement for security alarm monitoring systems (for Mr. Clark), and certain relocation reimbursements.

Item 5.03.

Amendment of Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Mergers, on the Closing Date, the certificate of incorporation and bylaws of Schering-Plough were amended and restated in their entirety and as so amended and restated are the certificate of incorporation and bylaws of New Merck. A copy of the certificate of incorporation and bylaws of New Merck are attached hereto as Exhibits 3.1 and 3.2, respectively and are incorporated herein by reference. The differences between the terms of the certificate of incorporation and bylaws of New Merck and the certificate of incorporation and by-laws of Schering-Plough were previously disclosed in the joint proxy statement/prospectus filed by Schering-Plough with the Securities and Exchange Commission on June 25, 2009.

Item 5.05.

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Mergers, the New Merck Board adopted a new code of ethics entitled “Code of Conduct: Our Values and Standards,” effective as of the Closing Date (the “New Code”). The New Code and the former code of ethics of Schering-Plough (the “Old Code”) provide for written standards that are reasonably designed to deter wrongdoing and to promote honest and ethical conduct; full, fair, accurate, timely and understandable disclosure in reports and documents that New Merck (or Schering-Plough prior to the Mergers) files with, or submits to, the Securities and Exchange Commission and in other public communications; compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations thereof to an appropriate person or persons identified therein; and accountability for adherence thereto. The following discussion describes material differences between the Old Code and the New Code applicable to the principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relate to elements enumerated in Item 406(b) of Regulation S-K.

Under the New Code, officers, executives and other designated employees are required to file annual conflict of interest certifications describing actual or potential conflicts. No similar requirement existed under the Old Code. The New Code provides that investments representing less than 1% of a publicly owned company would not be considered a potential conflict of interest, while the Old Code did not specify a threshold of ownership under which there would be no conflict of interest. Under the New Code, company loans to executive officers and directors are prohibited unless such loans existed on July 30, 2002. No similar prohibition existed under the Old Code. The New Code prohibits trading on inside information until the beginning of the second full trading day after public disclosure of the nonpublic information, while under the Old Code a person with inside information was allowed to trade once the nonpublic information was made public in a press release picked up by major media or in an SEC filing.

Item 8.01.

Other Events.

On November 3, 2009, Old Merck and Schering-Plough jointly issued a press release announcing the completion of the Mergers. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The following sets forth a description of the material terms of the New Merck Common Stock:

The description is qualified in its entirety by reference to the certificate of incorporation and bylaws of New Merck attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Under the certificate of incorporation of New Merck, New Merck is authorized to issue an aggregate of 6,520,000,000 shares of capital stock, divided into classes as follows:

•

20,000,000 shares of preferred stock, par value $1.00 per share, issuable in one or more series; and

•

6,500,000,000 shares of common stock, par value $0.50 per share.

Subject to the preferences, qualifications, limitations, voting rights and restrictions with respect to each class of the capital stock of New Merck having any preference or priority over the New Merck Common Stock, the holders of the common stock shall have and possess all rights appertaining to capital stock of New Merck. The holders of shares of New Merck Common Stock are entitled to one vote per share for each share held of record on all matters voted on by shareholders, including the election of directors.

A majority of votes cast by shares of New Merck Common Stock entitled to vote is required for:

•

adoption of a proposed amendment to the certificate of incorporation;

•

approval of a proposed plan of merger or consolidation;

•

approval of a sale, lease, exchange or other disposition of all, or substantially all, the assets of New Merck, not in the usual and regular course of business;

•

approval of a proposed plan of exchange; and

•

approval of a proposed plan of dissolution.

In addition, unless approved by the affirmative vote of holders of at least two-thirds of the shares of New Merck Common Stock voted thereon by disinterested shareholders, New Merck is prohibited

(subject to exceptions for open market and public transactions) from purchasing shares of New Merck Common Stock at a price in excess of a fair market price from a person known to New Merck to be the beneficial owner of more than 5% of the voting power of the then outstanding shares of New Merck Common Stock.

Holders of New Merck Common Stock are entitled to participate equally in dividends when and as such dividends may be declared by the New Merck Board out of funds legally available therefor. As a New Jersey corporation, New Merck is subject to statutory limitations on the declaration and payment of dividends. In the event of a liquidation, dissolution or winding up of New Merck, holders of New Merck Common Stock have the right to a ratable portion of assets remaining after satisfaction in full of the prior rights of creditors, including holders of New Merck’s indebtedness, all liabilities and the aggregate liquidation preferences of any outstanding shares of New Merck preferred stock. The holders of New Merck Common Stock have no conversion, redemption, preemptive or cumulative voting rights. All of the shares of New Merck Common Stock issued by New Merck will be, validly issued, fully paid and non-assessable.

The transfer agent and registrar for New Merck Common Stock is Wells Fargo Bank, N.A.

Takeover Defense

Certain provisions of New Merck’s certificate of incorporation and bylaws and of the New Jersey Business Corporation Act (the “NJBCA”) may have anti-takeover effects and could delay, defer, or prevent a tender offer or takeover attempt that a shareholder might consider to be in such shareholder’s best interests, including attempts that might result in a premium over the market price for the shares held by shareholders, and may make removal of the incumbent management and directors more difficult.

Authorized Shares. New Merck’s certificate of incorporation authorizes the issuance of up to 6,500,000,000 shares of New Merck Common Stock and 20,000,000 shares of New Merck preferred stock. These additional authorized shares may also be used by the New Merck Board consistent with its fiduciary duty to deter future attempts to gain control of New Merck, and may discourage attempts by others to attempt to acquire control of New Merck without negotiation with New Merck’s Board.

The New Merck Board has the sole authority, subject to the rights of any outstanding series of New Merck preferred stock, to determine the terms of any one or more series of preferred stock, including voting rights, dividend rates, conversion rates, and liquidation preferences. As a result of the ability to fix voting rights for a series of preferred stock, the New Merck Board will have the power to the extent consistent with its fiduciary duty to issue a series of preferred stock to persons friendly to management in order to attempt to block a tender offer, merger or other transaction by which a third party seeks control of us, and thereby assist members of management to retain their positions.

Shareholder Action by Written Consent. The New Merck certificate of incorporation provides that shareholders may not act by written consent. Any shareholder action must be taken at a duly called annual or special meeting.

Special Meetings of Shareholders. In addition to what is provided by the NJBCA, a special meeting may be called at any time by the New Merck Board and, subject to the rights of the holders of any class or series of preferred stock then outstanding, may be called at any time upon the written request of the holders of record of at least 25% or more of the stock entitled to vote at such special meeting.

Notification of Proposed Business and Nominations for Annual Meetings. The New Merck bylaws require that written notice of any shareholder proposal for business at an annual meeting of shareholders, or any shareholder director nomination for an annual meeting of shareholders, be received at least 120 days prior to the anniversary date of the preceding year’s annual meeting.

Business Combinations with Interested Shareholders. The NJBCA provides that no corporation organized under the laws of New Jersey with its principal executive offices or significant operations located in New Jersey (a “resident domestic corporation”) may engage in any “business combination” (as defined in the NJBCA) with any interested shareholder (generally a 10% or greater shareholder) of such corporation for a period of five years following such interested shareholder’s stock acquisition, unless such business combination is approved by the board of directors of such corporation prior to the stock acquisition. A resident domestic corporation, such as New Merck, cannot opt out of the foregoing provisions of the NJBCA.

In addition, no resident domestic corporation may engage, at any time, in any business combination with any interested shareholder of such corporation other than: (i) a business combination approved by the board of directors prior to the stock acquisition, (ii) a business combination approved by the affirmative vote of the holders of two-thirds of the voting stock not beneficially owned by such interested shareholder at a meeting called for such purpose, or (iii) a business combination in which the interested shareholder pays a formula price designed to ensure that all other shareholders receive at least the highest price per share paid by such interested shareholder.

Board of Directors. The New Merck certificate of incorporation and bylaw provide that, subject to the rights of the holders of shares of any series of preferred stock then outstanding, the number of directors composing the New Merck Board will not exceed eighteen, and that a director can only be removed by shareholder vote if there is cause for the director’s removal. A majority of the directors then constituting the New Merck Board are authorized to fill vacancies on the New Merck Board, whether created by removal for cause, resignation or otherwise.

Item 9.01.

Financial Statements and Exhibits.

(a)	Financial statements of business acquired .

The audited financial statements required by this item will be filed by amendment to this report no later than 71 calendar days following the date of this report.

The unaudited financial statements required by this item will be filed by amendment to this report no later than 71 calendar days following the date of this report.

(b)	Pro forma financial information .

The pro forma financial information required by this item will be filed by amendment to this report no later than 71 calendar days following the date of this report.

(d)	Exhibits .


Number		Description

2.1		Agreement and Plan of Merger, dated as of March 8, 2009, by and among Merck & Co., Inc., Schering-Plough Corporation, SP Merger Subsidiary One, Inc. (formerly Blue, Inc.) and SP Merger Subsidiary Two, Inc. (formerly Purple, Inc.) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) on March 10, 2009).



3.1		Restated Certificate of Incorporation of Schering-Plough Corporation (renamed Merck & Co., Inc.), effective as of November 3, 2009

3.2		Bylaws of Merck & Co., Inc., effective as of November 3, 2009

4.1		Indenture, dated as of April 1, 1991, between Merck & Co., Inc. and Morgan Guaranty Trust Company of New York, as Trustee (incorporated by reference to Exhibit 4 to Registration Statement on Form S-3 of Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) (File No. 33-39349))

4.2		First Supplemental Indenture between Merck & Co., Inc. and First Trust of New York, National Association, as Trustee (incorporated by reference to Exhibit 4(b) to Registration Statement on Form S-3 of Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) (File No. 333-36383))

4.3		Second Supplemental Indenture dated as of November 3, 2009, between Merck Sharp & Dohme Corp., Merck & Co., Inc. and U.S. Bank Trust National Association, as Trustee

4.4		Fifth Supplemental Indenture, dated as of November 3, 2009, between Merck & Co., Inc., Merck Sharp & Dohme Corp. and The Bank of New York Mellon, as Trustee

10.1		Amendment No. 1, dated as of April 20, 2009, to the Amended and Restated Credit Agreement dated as of April 12, 2006 among Merck & Co., Inc., the Lenders party thereto, and Citicorp USA, Inc. as Administrative Agent

10.2		Incremental Credit Agreement, dated as of May 6, 2009, among Merck & Co., Inc., the Guarantors and Lenders party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) on May 12, 2009)

10.3		Guarantee and Joinder Agreement, dated as of November 3, 2009, by Merck & Co., Inc. (formerly Schering-Plough Corporation), for the benefit of the Guaranteed Parties named therein

10.4		Guarantor Joinder Agreement, dated as of November 3, 2009, by Merck & Co., Inc. (formerly Schering-Plough Corporation), and JPMorgan Chase Bank, N.A., as Administrative Agent

10.5		Merck & Co., Inc. 2006 Non-Employee Director Stock Option Plan

10.6		Merck & Co., Inc. Plan for Deferred Payment of Directors’ Compensation

10.7		Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan

10.8		Merck Sharp & Dohme Corp. 2004 Incentive Stock Plan

10.9		Merck Sharp & Dohme Corp. 2001 Incentive Stock Plan

10.10		Merck Sharp & Dohme Corp. 1996 Stock Incentive Stock Plan

10.11		Merck & Co., Inc. 2001 Non-Employee Director Stock Option Plan

10.12		Merck & Co., Inc. 1996 Non-Employee Director Stock Option Plan

10.13		Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan



10.14		Merck & Co., Inc. Change in Control Separation Benefits Plan

10.15		Merck Sharp & Dohme Corp. Deferral Program, including the base Salary Deferral Plan

14.1		Code of Ethics: Our Values and Standards

16.1		Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated November 4, 2009

99.1		Joint Press Release, dated November 3, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 4, 2009


Merck & Co., Inc.

By:		/ S / C ELIA A. C OLBERT
Name:		Celia A. Colbert
Title:		Senior Vice President, Secretary and Assistant General Counsel

INDEX TO EXHIBITS


Number		Description

2.1		Agreement and Plan of Merger, dated as of March 8, 2009, by and among Merck & Co., Inc., Schering-Plough Corporation, SP Merger Subsidiary One, Inc. (formerly Blue, Inc.) and SP Merger Subsidiary Two, Inc. (formerly Purple, Inc.) (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) on March 10, 2009).

3.1		Restated Certificate of Incorporation of Schering-Plough Corporation (renamed Merck & Co., Inc.), effective as of November 3, 2009

3.2		Bylaws of Merck & Co., Inc., effective as of November 3, 2009

4.1		Indenture, dated as of April 1, 1991, between Merck & Co., Inc. and Morgan Guaranty Trust Company of New York, as Trustee (incorporated by reference to Exhibit 4 to Registration Statement on Form S-3 of Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) (File No. 33-39349))

4.2		First Supplemental Indenture between Merck & Co., Inc. and First Trust of New York, National Association, as Trustee (incorporated by reference to Exhibit 4(b) to Registration Statement on Form S-3 of Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) (File No. 333-36383))

4.3		Second Supplemental Indenture dated as of November 3, 2009, between Merck Sharp & Dohme Corp., Merck & Co., Inc. and U.S. Bank Trust National Association, as Trustee

4.4		Fifth Supplemental Indenture, dated as of November 3, 2009, between Merck & Co., Inc., Merck Sharp & Dohme Corp. and The Bank of New York Mellon, as Trustee

10.1		Amendment No. 1, dated as of April 20, 2009, to the Amended and Restated Credit Agreement dated as of April 12, 2006 among Merck & Co., Inc., the Lenders party thereto, and Citicorp USA, Inc. as Administrative Agent

10.2		Incremental Credit Agreement, dated as of May 6, 2009, among Merck & Co., Inc., the Guarantors and Lenders party thereto, and JPMorgan Chase Bank, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Merck & Co., Inc. (renamed Merck Sharp & Dohme Corp.) on May 12, 2009)

10.3		Guarantee and Joinder Agreement, dated as of November 3, 2009, by Merck & Co., Inc. (formerly Schering-Plough Corporation), for the benefit of the Guaranteed Parties named therein

10.4		Guarantor Joinder Agreement, dated as of November 3, 2009, by Merck & Co., Inc. (formerly Schering-Plough Corporation), and JPMorgan Chase Bank, N.A., as Administrative Agent

10.5		Merck & Co., Inc. 2006 Non-Employee Director Stock Option Plan

10.6		Merck & Co., Inc. Plan for Deferred Payment of Directors’ Compensation

10.7		Merck Sharp & Dohme Corp. 2007 Incentive Stock Plan

10.8		Merck Sharp & Dohme Corp. 2004 Incentive Stock Plan



10.9		Merck Sharp & Dohme Corp. 2001 Incentive Stock Plan

10.10		Merck Sharp & Dohme Corp. 1996 Stock Incentive Stock Plan

10.11		Merck & Co., Inc. 2001 Non-Employee Director Stock Option Plan

10.12		Merck & Co., Inc. 1996 Non-Employee Director Stock Option Plan

10.13		Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan

10.14		Merck & Co., Inc. Change in Control Separation Benefits Plan

10.15		Merck Sharp & Dohme Corp. Deferral Program, including the base Salary Deferral Plan

14.1		Code of Ethics: Our Values and Standards

16.1		Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated November 4, 2009

99.1		Joint Press Release, dated November 3, 2009

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

SCHERING-PLOUGH CORPORATION

(ID Number: 7954610000)

Schering-Plough Corporation, a corporation organized and existing under the laws of the State of New Jersey (the “ Corporation ”), restates and integrates its Restated Certificate of Incorporation, as heretofore amended and also substantively amends such Restated Certificate of Incorporation, to read in full as herein set forth:

ARTICLE I: NAME

The name of the Corporation shall be Merck & Co., Inc.

ARTICLE II: REGISTERED OFFICE AND AGENT

The address of the Corporation’s current registered office is 2000 Galloping Hill Road, Kenilworth, New Jersey 07033 and the name of its current registered agent thereat is Susan Ellen Wolf. Upon the filing of this Restated Certificate of Incorporation, the address of the Corporation’s registered office shall be 820 Bear Tavern Road, City of West Trenton, County of Mercer, State of New Jersey, 08628, and the name of its registered agent thereat shall be The Corporation Trust Company.

ARTICLE III: OBJECTS AND PURPOSES

The objects and purposes of the Corporation shall be:

To carry on the business of exercising, performing, developing, manufacturing, producing, obtaining, promoting, selling and distributing rights, services, goods, wares, and merchandise of all kinds, including but not by way of limitation, those in the chemical, mineral, pharmaceutical, biological, medicinal, agricultural, mechanical and electrical fields;

To carry on such business alone, in, with or as agent for other individuals, partnerships, joint ventures, corporations, syndicates or other forms of enterprise;

To borrow or lend money and to make guarantees insofar as such powers may now or hereafter be lawfully exercised by a corporation subject to Title 14A of the New Jersey statutes; and

To engage in any other activity within the purposes for which corporations may be organized under the New Jersey Business Corporation Act.

The enumeration herein of the objects and purposes of the Corporation shall be construed as powers as well as objects and purposes and shall not be deemed to exclude by inference any powers, objects or purposes which any corporation subject to Title 14A of the New Jersey statutes may now or hereafter be empowered to exercise.

ARTICLE IV: CAPITAL STOCK

The amount of the total authorized capital stock of the Corporation shall be 6,520,000,000 shares, consisting of (i) 6,500,000,000 shares of Common Stock, par value $0.50 per share, and (ii) 20,000,000 shares of Preferred Stock, par value $1.00 per share, issuable in one or more series.

The Board of Directors may from time to time offer for subscription or otherwise issue or sell any or all of the unissued stock of any class, or any shares of stock of any class which may be held in the treasury of the Corporation, to such persons, firms or corporations and for such consideration (so far as may be permitted by the laws of the State of New Jersey) as it shall from time to time in its absolute discretion determine. No holder of capital stock shall have any pre-emptive right as such holder to subscribe for, purchase or receive any part of any new or additional issue of stock of any class, including unissued and treasury stock, or obligations or other securities convertible into or exchangeable for stock of any class, or warrants or other instruments evidencing rights or options to subscribe for, purchase or receive any stock of any class, whether now or hereafter authorized and whether issued for cash or other consideration or by way of dividend.

The preferences, qualifications, limitations, voting and other rights and restrictions with respect to the capital stock of the Corporation shall be as follows (headings are for convenience only and are not to be taken as aids to interpretation):

(A) Preferred Stock

1. The Board of Directors of the Corporation is hereby expressly granted authority, subject to the provisions of this Restated Certificate of Incorporation, to authorize in accordance with New Jersey law from time to time the issue of one of more series of Preferred Stock and with respect to any such series to fix the numbers, designations, rights, preferences and limitations of such series, including, but without limiting the generality of the foregoing, series of Preferred Stock:

(a) entitling the holders thereof to cumulative, non-cumulative or partial cumulative dividends, or to no dividends;

(b) entitling the holders thereof to receive dividends payable on a parity with, or in preference to, the dividends payable on any other class or series of capital stock of the Corporation;

(c) entitling the holders thereof to preferential rights upon the liquidation of, or upon any distribution of the assets of, the Corporation;

(d) convertible, at the option of the holder or of the Corporation or both, into shares of any other class or classes of capital stock of the Corporation or of any series of the same or any other class or classes;

(e) redeemable, in whole or in part, at the option of the Corporation, in cash, bonds or other property, at such price or prices, within such period or periods, and under such conditions as the Board of Directors shall so provide, including provision for the creation of a sinking fund for the redemption thereof; and

(f) lacking voting rights or having limited voting rights or enjoying special or multiple voting rights; provided, however, that no Preferred Stock that is convertible into shares of Common Stock shall have voting rights entitling a holder of a share of Preferred Stock to a greater number of votes than those applicable to the number of Common Shares into which such share of Preferred Stock is convertible, at the initial conversion rate set for such Preferred Stock at the time of issuance thereof.

The Board of Directors may change the designation, rights, preferences, limitations, description and terms of, and number of shares in, any series as to which no shares have theretofore been issued.

All shares of any one series shall be identical in all respects with all the other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative.

2. Shares of any series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise) or purchased by the Corporation, or which, if convertible, have been converted into shares of the Corporation of any other class or classes, shall have the status of authorized and unissued shares of Preferred Stock which are not classified into any series.

3. A series of Preferred Stock has been designated the “6.00% Mandatory Convertible Preferred Stock” with such series consisting of the number of shares, with such designations, voting powers, preferences, rights, qualifications, limitations and restrictions as are stated in Annex A attached hereto and incorporated herein by reference, as adjusted in accordance with the terms of such Annex A to reflect the merger of Blue Inc. with and into the Corporation pursuant to the terms of the Agreement and Plan of Merger, dated March 8, 2009.

(B) Common Stock

Subject to the preferences, qualifications, limitations, voting and other rights and restrictions with respect to each class of the capital stock of the Corporation having any preference or priority over the Common Stock, the holders of the Common Stock shall have and possess all rights appertaining to capital stock of the Corporation.

With respect to each matter submitted to a vote of the stockholders, each holder of Common Stock shall be entitled to one vote for each share of Common Stock standing in such holder’s name on the books of the Corporation. There shall be no cumulative voting. At each election of directors, a nominee for election as a director shall be elected to the Board of Directors if the number of votes cast for such nominee’s election exceeds the

-2-

number of votes cast against such nominee’s election; provided that, if at any election of directors, the number of nominees for election as directors exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes cast at such election of directors.

Any of the following actions may be taken by the affirmative vote of a majority of the votes cast by the holders of shares of the Corporation entitled to vote thereon: (1) the adoption by the stockholders of a proposed amendment of this Restated Certificate of Incorporation; (2) the approval by the stockholders of a proposed plan of merger or consolidation; (3) the approval by the stockholders of a sale, lease, exchange, or other disposition of all, or substantially all, the assets of the Corporation, if not in the usual and regular course of business as conducted by the Corporation; (4) the approval by the stockholders of a proposed plan of exchange; or (5) the approval by the stockholders of a proposed dissolution.

Optional rights to purchase shares of Common Stock may be granted, on such terms, at such price, in such manner and at such time or times as may be expressed in a resolution or resolutions adopted by the Board of Directors, and warrants or other evidence of such optional rights may be issued.

The Corporation shall not be required to issue any fraction of a share of Common Stock of the Corporation.

ARTICLE V: BY-LAWS

The Board of Directors shall have power to make, alter and repeal By-Laws; but By-Laws made by the directors may be altered or repealed by the stockholders. Notwithstanding anything contained in this Restated Certificate of Incorporation or the By-Laws of the Corporation to the contrary (and notwithstanding that a lesser percentage may be specified by law or the By-Laws), Article II of the By-Laws shall not be altered, amended or repealed by the Board of Directors and no provision inconsistent therewith shall be adopted by the Board of Directors without the affirmative vote of a majority of the entire Board of Directors.

ARTICLE VI: DIRECTORS

Subject to the rights of holders of any one or more series of Preferred Stock issued by the Corporation, the number of directors of the Corporation shall be such number, not less than three nor more than eighteen, as may, from time to time, be determined in accordance with the By-Laws. The By-Laws shall prescribe the manner in which the number of directors necessary to constitute a quorum of the Board of Directors shall be determined, which number may be less than a majority of the whole Board of Directors. The By-Laws shall also prescribe the manner in which the retirement age of and other restrictions and qualifications for directors of the Corporation shall be determined. Advance notice of nomination by a stockholder for the election of directors shall be made in the manner provided in the By-Laws.

At each annual meeting of stockholders, the directors shall be elected for terms expiring at the next annual meeting of stockholders. Any vacancies in the Board of Directors, by reason of an increase in the number of directors or otherwise, shall be filled solely by the Board of Directors, by majority vote of the directors then in office, though less than a quorum, but any such director so elected shall hold office only until the next succeeding annual meeting of stockholders. At such annual meeting, such director or a successor to such director shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

Any director may be removed from office as a director by the affirmative vote of the stockholders but only for cause.

The Board of Directors, by vote of a majority of the whole Board, may appoint from the directors an executive committee and such other committees as they may deem judicious; and to such extent as shall be provided in the resolution of the Board or in the By-Laws, may delegate to such committees all or any of the authority of the Board of Directors which may be lawfully delegated, and such committees shall have and thereupon may exercise all or any of the authority so delegated to them. The Board of Directors of the Corporation or the By-Laws may provide the number of members necessary to constitute a quorum of any committee and the number of affirmative votes necessary for action by any committee.

Any officer and any employee elected or appointed by the Board of Directors may be removed (except from the office of director) at any time by a vote of a majority of the whole Board of Directors. Any other employee of the Corporation may be removed at any time by vote of the Board of Directors or by any committee or officer or employee upon whom such power of removal may be conferred by the By-Laws or by vote of the Board of Directors.

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The Board of Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions and regulations the accounts, books and records of the Corporation or any of them shall be open to the inspection of the stockholders; and no stockholder shall have any right of inspecting any account or book or document or record of the Corporation except as conferred by statute or authorized by the Board of Directors or by a resolution of the stockholders.

No contract or other transaction of the Corporation shall be affected by the fact that any of the directors of the Corporation are in any way interested in or connected with any other party to such contract or transaction, or are themselves parties to such contract or transaction, provided that at the meeting of the Board of Directors or of the committee thereof authorizing or confirming such contract or transaction there shall be present a quorum of directors not so interested or connected, and such contract or transaction shall be approved by a majority of such quorum, which majority shall consist of directors not so interested or connected.

Notwithstanding the foregoing, whenever the holders of any one or more series of Preferred Stock issued by the Corporation, pursuant to Article IV hereof, shall have the right, voting separately as a class or by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of the series of Preferred Stock applicable thereto.

ARTICLE VII: DURATION

The duration of the Corporation shall be perpetual.

ARTICLE VIII: AMENDMENTS

The Corporation reserves the right to amend, alter, change or repeal any of the provisions contained in this Restated Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred on officers, directors and/or stockholders herein are granted subject to this reservation.

ARTICLE IX: STOCKHOLDER ACTION

Any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such stockholders and may not be effected by any consent in writing by such stockholders.

ARTICLE X: PURCHASES OF STOCK OF THE CORPORATION

(A) Except as otherwise expressly provided in this Article X, the Corporation may not purchase any shares of Common Stock at a per-share price in excess of the Fair Market Price (as hereinafter defined) as of the time of such purchase from a person known by the Corporation to be a Substantial Stockholder (as hereinafter defined), unless such purchase has been approved by the affirmative vote of the holders of at least two-thirds of the shares of Common Stock voted thereon held by Disinterested Stockholders (as hereinafter defined). Such affirmative vote shall be required notwithstanding the fact that no vote may be required or that a lesser percentage may be specified by law, in this Restated Certificate of Incorporation or in any agreement with any national securities exchange or otherwise.

(B) The provisions of this Article X shall not apply to (1) any purchase pursuant to an offer to purchase which is made on the same terms and conditions to the holders of all of the outstanding shares of Common Stock or (2) any open market purchase that constitutes a Public Transaction (as hereinafter defined).

1. “Person” shall mean any individual, firm, trust, partnership, association, corporation or other entity.

2. “Substantial Stockholder” shall mean any person (other than any employee benefit plan or trust of the Corporation or any similar entity) who or which:

(a) is the beneficial owner of more than 5% of the combined voting power of the then outstanding Common

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Stock, the acquisition of any shares of which has occurred within the two-year period immediately prior to the date on which the Corporation purchases any such shares; or

(b) is an assignee of or has otherwise succeeded to the beneficial ownership of any shares of Common Stock beneficially owned by a Substantial Stockholder, unless such assignment or succession shall have occurred pursuant to a Public Transaction or any series of transactions involving a Public Transaction and, with respect to all shares of Common Stock owned by such person, has been the beneficial owner of any such shares for a period of less than two years (including, for these purposes, the holding period of the Substantial Stockholder from whom such person acquired shares).

For the purposes of determining whether a person is a Substantial Stockholder, the number of shares of Common Stock deemed to be outstanding shall include shares deemed owned through application of subparagraph 4 below but shall not include any other shares of Common Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

3. “Public Transaction” shall mean any (a) purchase of shares offered pursuant to an effective registration statement under the Securities Act of 1933 or (b) open market purchase of shares on a national securities exchange if, in either such case, the price and other terms of sale are not negotiated by the purchaser and the seller of the beneficial interest in the shares.

4. A person shall be a “beneficial owner” of any Common Stock:

(a) which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or

(b) which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote or to direct the voting thereof pursuant to any agreement, arrangement or understanding; or

(c) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock.

5. “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on January 1, 1985.

6. “Disinterested Stockholders” shall mean those holders of Common Stock who are not Substantial Stockholders.

7. “Fair Market Price” shall mean the highest closing sale price on the Composite Tape for New York Stock Exchange-Listed Stocks during the 30-day period immediately preceding the date in question of a share of Common Stock or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange or, if such stock is not listed on such Exchange, the fair market value on the date in question of a share of such stock as determined by a majority of the Board of Directors in good faith.

(D) A majority of the Board of Directors shall have the power and duty to determine for the purposes of this Article X, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article X, including without limitation, (1) whether a person is a Substantial Stockholder, (2) the number of shares of Common Stock beneficially owned by any person, (3) whether a person is an Affiliate or Associate of another, (4) whether a price is in excess of the Fair Market Price, (5) whether a purchase constitutes a Public Transaction and (6) such other matters with respect to which a determination is required under this Article X. The good faith determination of a majority of the Board of Directors on such matters shall be conclusive and binding for all purposes of this Article X.

(E) Nothing contained in this Article X shall be construed to relieve a Substantial Stockholder from any fiduciary obligation imposed by law.

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ARTICLE XI: DIRECTOR AND OFFICER LIABILITY

To the fullest extent permitted by the laws of the State of New Jersey, as they exist or may hereafter be amended, all current and former directors and officers of the Corporation shall not be personally liable to the Corporation or its stockholders for damages for breach of any duty owed to the Corporation or its stockholders, except that the provisions of this Article XI shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (a) in breach of such person’s duty of loyalty to the Corporation or its stockholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit.

ARTICLE XII: DIRECTORS

The number of directors constituting the current Board of Directors of the Corporation is eighteen. The names and addresses of said directors are as follows:


Leslie A. Brun		435 Devon Park Drive, 700 Building Wayne, Pennsylvania 19087

Thomas R. Cech, Ph.D.		University of Colorado, Boulder Boulder, Colorado 80309-0215

Richard T. Clark		One Merck Drive Whitehouse Station, New Jersey 08889-0100

Thomas H. Glocer		3 Times Square, 30th Floor New York, New York 10036

Steven F. Goldstone		570 Lexington Avenue, 37 ^th Floor New York, New York 10022

William B. Harrison, Jr.		277 Park Avenue, 35 ^th Floor New York, New York 10172

Harry R. Jacobson, M.D.		3401 West End Avenue, Suite 300 Nashville, Tennessee 37203

William N. Kelley, M.D.		421 Curie Boulevard Philadelphia, Pennsylvania 19104-6160

C. Robert Kidder		One Merck Drive Whitehouse Station, New Jersey 08889-0100

Rochelle B. Lazarus		636 11 ^th Avenue New York, New York 10036

Carlos E. Represas		Av. Ejercito Nacional No. 453 Colonia Granada, 11520 Mexico, D.F. Mexico

Patricia F. Russo		One Merck Drive Whitehouse Station, New Jersey 08889-0100

Thomas E. Shenk, Ph.D		Washington Road Princeton, New Jersey 08544-1014

Anne M. Tatlock		One Merck Drive Whitehouse Station, New Jersey 08889-0100

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Samuel O. Thier, M.D.		55 Fruit Street, Bulfinch 370 Boston, Massachusetts 02114-2606

Craig B. Thompson, M.D.		One Merck Drive Whitehouse Station, New Jersey 08889-0100

Wendell P. Weeks		1 Riverfront Plaza Corning, New York 14831

Peter C. Wendell		2884 Sand Hill Road, Suite 100 Menlo Park, California 94025

IN WITNESS WHEREOF, Schering-Plough Corporation has caused this Restated Certificate of Incorporation to be duly executed as of November 2, 2009.


SCHERING-PLOUGH CORPORATION

By:		/ S / S USAN E LLEN W OLF
Name:		Susan Ellen Wolf
Title:		Corporate Secretary VP, Corporate Governance and Associate General Counsel

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ANNEX A

6.00% Mandatory Convertible Preferred Stock

(1)	Designation and Amount. This series of Preferred Shares shall be designated as “6.00% Mandatory Convertible Preferred Stock” (the “CONVERTIBLE PREFERRED STOCK”) and the number of shares constituting such series shall be 11,500,000, with a par value of $1.00 per share.

(2)

Ranking. The Convertible Preferred Stock shall rank, as to payment of dividends and distribution of assets upon dissolution, liquidation or winding up of the Corporation, (a) senior to (i) the Common Stock and (ii) any class or series of capital stock issued by the Corporation which by its terms ranks junior to the Convertible Preferred Stock (collectively, the “JUNIOR SECURITIES”), (b) junior to any class or series of capital stock issued by the Corporation which by its terms ranks senior to the Convertible Preferred Stock (the “SENIOR SECURITIES”), and (c) pari passu with any other class or series of capital stock issued by the Corporation not included in clauses (a) or (b) of this paragraph (the “PARITY SECURITIES”), in each case, whether now outstanding or to be issued in the future.

(3)	Dividends .

(a)

Dividends on the Convertible Preferred Stock will be payable quarterly when, as and if declared by the Board, or a duly authorized committee thereof, when the Corporation is legally permitted to do so, on each Dividend Payment Date, at the annual rate of 6.00% per year on the Liquidation Preference. The initial dividend on the Convertible Preferred Stock for the first Dividend Period, commencing on the date of first issuance of the Convertible Preferred Stock (assuming a date of first issuance of August 15, 2007), to but excluding November 15, 2007, will be $3.75 per share, subject to adjustment as provided for in Section 18(c), and when, as and if declared, will be payable on November 15, 2007; PROVIDED that the Corporation is legally permitted to pay such dividends at such time. Each subsequent quarterly dividend on the Convertible Preferred Stock, when, as and if declared (other than the dividend payable on the Mandatory Conversion Date), will be $3.75 per share, subject to adjustment as provided for in Section 18(c). The dividend payable on the Mandatory Conversion Date will be $3.67 per share, subject to adjustment as provided for in Section 18(c). Dividends payable, when, as and if declared, on a Dividend Payment Date will be payable to Record Holders for the applicable Dividend Payment Date, except as otherwise provided in Section 6(a).

(b)

The amount of dividends payable for any period that is shorter or longer than a full quarterly dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends on the Convertible Preferred Stock shall accrue and cumulate if the Corporation fails to declare one or more dividends on the Convertible Preferred Stock in any amount, whether or not the Corporation is then legally permitted to pay such dividends.

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(c)

No interest or sum of money in lieu of interest shall be payable in respect of any dividend not paid on a Dividend Payment Date or any other late payment. The Corporation will also not pay Holders of the Convertible Preferred Stock any dividend in excess of the full dividends on the Convertible Preferred Stock that are payable as described above.

(d)

Dividends in arrears on the Convertible Preferred Stock not declared for payment or not paid on any Dividend Payment Date may later be declared by the Board, or a duly authorized committee thereof, and paid on any date fixed by the Board, or a duly authorized committee thereof, whether or not a Dividend Payment Date, to the Holders of record as they appear on the stock register of the Corporation on a record date selected by the Board, or a duly authorized committee thereof, which shall (i) not precede the date the Board, or an authorized committee thereof, declares the dividend payable and (ii) not be more than 60 days prior to the date the dividend is paid.

(e)

There is no sinking fund with respect to dividends.

(4)	Payment Restrictions.

(a)

Unless all accrued, cumulated and unpaid dividends on the Convertible Preferred Stock for all prior Dividend Periods have been paid, the Corporation may not:

(i)

declare or pay any dividend or make any distribution of assets on any Junior Securities, other than dividends or distributions in the form of Junior Securities and cash solely in lieu of fractional shares in connection with any such dividend or distribution;

(ii)

redeem, purchase or otherwise acquire any Junior Securities or pay or make any monies available for a sinking fund for such Junior Securities, other than (A) upon conversion or exchange for other Junior Securities or (B) the purchase of fractional interests in shares of any Junior Securities pursuant to the conversion or exchange provisions of such Junior Securities;

(iii)

declare or pay any dividend or make any distribution of assets on any Parity Securities, other than dividends or distributions in the form of Parity Securities or Junior Securities and cash solely in lieu of fractional shares in connection with any such dividend or distribution; or

(iv)

redeem, purchase or otherwise acquire any Parity Securities, except upon conversion into or exchange for other Parity Securities or Junior Securities and cash solely in lieu of fractional shares in connection with any such conversion or exchange, PROVIDED, HOWEVER, that a redemption, purchase or other acquisition of Parity Securities upon conversion into or exchange for other Parity Securities is only permitted if (A) the aggregate amount of the liquidation preference of such other Parity Securities does not exceed the aggregate amount of the liquidation preference, plus accrued, cumulated and unpaid dividends, of the Parity Securities that are converted into or exchanged for such other Parity Securities, (B) the aggregate number of shares of Common Stock issuable upon conversion, redemption or exchange of such other Parity Securities does not exceed the aggregate number of shares of Common Stock issuable upon

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conversion, redemption or exchange of the Parity Securities that are converted into or exchanged for such other Parity Securities and (C) such other Parity Securities contain terms and conditions (including, without limitation, with respect to the payment of dividends, dividend rates, liquidation preferences, voting and representation rights, payment restrictions, anti-dilution rights, change of control rights, covenants, remedies and conversion and redemption rights) that are not materially less favorable, taken as a whole, to the Corporation or the Holders of the Convertible Preferred Stock than those contained in the Parity Securities that are converted or exchanged for such other Parity Securities.

(5)	Voting Rights.

(a)

Except as otherwise required by law, the Certificate of Incorporation or set forth in this Section 5, Holders of the Convertible Preferred Stock are not entitled to any voting rights and their consent shall not be required for the taking of any corporate action.

(b)

So long as any shares of Convertible Preferred Stock are outstanding, the Corporation will not, without the approval of the Holders of at least two-thirds of the shares of Convertible Preferred Stock then outstanding, given in person or by proxy either at an annual meeting or at a special meeting called for that purpose, at which the Holders of the Convertible Preferred Stock shall vote separately as a single class, amend, alter or repeal (by merger, consolidation, combination, reclassification or otherwise) any of the provisions of the Certificate of Incorporation so as to affect adversely the rights, preferences or voting powers of the Holders of the Convertible Preferred Stock; PROVIDED that any amendment of the provisions of the Certificate of Incorporation so as to issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any Parity Securities or Junior Securities shall be deemed not to affect adversely the rights, preferences or voting powers of the Holders of the Convertible Preferred Stock. Notwithstanding anything in this Section 5 to the contrary, any amendment, alteration or repeal of any of the provisions of the Certificate of Incorporation occurring in connection with any merger or consolidation of the Corporation of the type described in Section 14(e)(i) or any statutory exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition) of the type described in Section 14(e)(iv) shall be deemed not to adversely affect the rights, preferences or voting power of the Holders of the Convertible Preferred Stock, PROVIDED that, subject to Section 10, in the event the Corporation does not survive the transaction, the shares of the Convertible Preferred Stock will become shares of the successor Person, having in respect of such successor Person the same rights, preferences or voting powers of the Holders of the Convertible Preferred Stock immediately prior to the consummation of such merger, consolidation, or statutory exchange and shall be convertible into the kind and amount of net cash, securities and other property as determined in accordance with Section 14(e) hereof, PROVIDED FURTHER that following any such merger, consolidation or statutory exchange, such successor Person shall succeed to and be substituted for, and may exercise all of the rights and powers of the Corporation under, the Convertible Preferred Stock.

(c)

If at any time dividends on the then-outstanding shares of Convertible Preferred Stock or any other class or series of Preferred Shares in an amount equivalent to six quarterly dividends, whether or not consecutive, shall not have been (i) paid or (ii)(A) declared and (B) a sum sufficient for the payment thereof set aside, the holders of Preferred Shares (including the Convertible Preferred Stock), voting separately as a single class, shall be entitled to increase the authorized number of directors on the Board by two and elect such two directors (the “PREFERRED STOCK DIRECTORS”) at the next annual or special meeting of the shareholders called in the manner described below. At any such annual or special meeting of the shareholders, or any adjournment thereof, if the holders of at least a majority of the Preferred Shares then outstanding shall be present or represented by proxy, then, (1) by vote of the holders of at least a majority of the

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Preferred Shares, voting as a class, then present or so represented, the authorized number of directors of the Corporation shall be increased by two, and (2) at such meeting the holders of the Preferred Shares, voting as a class, shall be entitled to elect the Preferred Stock Directors by vote of the holders of at least a majority of the Preferred Shares then present or so represented. Such right of the holders of the Preferred Shares to elect the Preferred Stock Directors may be exercised until all dividends in default on such Preferred Shares shall have been (i) paid in full or (ii)(A) declared and (B) a sum sufficient for the payment thereof set aside. When so paid or provided for, (i) the right of the holders of Preferred Shares to elect the Preferred Stock Directors shall cease, (ii) the terms of all of the Preferred Stock Directors shall terminate at the next annual meeting, and (iii) the authorized number of directors of the Corporation shall be reduced accordingly. Not later than 40 days after such entitlement arises, the Board will convene a special meeting of the holders of Preferred Shares for the above purpose. If the Board fails to convene such meeting within such 40-day period, the holders of 10% of the outstanding Preferred Shares, considered as a single class, will be entitled to convene such meeting to elect the initial Preferred Stock Directors. Any director who shall have been elected by the holders of Preferred Shares as a class pursuant to this Section 5(c) may be removed at any time, either for or without cause by, and only by, the affirmative vote of the holders of record of a majority of the outstanding Preferred Shares given at a special meeting of such shareholders called for such purpose by the Corporation or at the annual meeting of shareholders, and any vacancy created by such removal may also be filled at such meeting. Any vacancy caused by the death or resignation of a director who shall have been elected by the holders of Preferred Shares as a class pursuant to this Section 5(c) may be filled only by the holders of outstanding Preferred Shares at a meeting called for such purpose. The provisions of the Certificate of Incorporation and By-laws of the Corporation relating to the convening and conduct of special meetings of shareholders and the nomination of directors will apply with respect to any special meeting of the holders of Preferred Shares; PROVIDED that the notice of the nomination need only be delivered to the Secretary of the Corporation not more than 10 days after the Corporation (or the holders of 10% of the outstanding Preferred Shares, if applicable) has notified the holders of Preferred Shares of the date of the special meeting to elect the initial Preferred Stock Directors.

(d)

So long as any of the Convertible Preferred Stock is outstanding, the Corporation will not, without the approval of the Holders of at least two-thirds of the shares of Convertible Preferred Stock then outstanding and any class or series of Parity Securities then outstanding, voting together as a single class, given in person or by proxy either at an annual meeting or at a special meeting called for that purpose:

(i)

reclassify any of the Corporation’s authorized shares into any shares of any class, or any obligation or security convertible into or evidencing a right to purchase such shares, ranking senior to the Convertible Preferred Stock as to payment of dividends or distribution of assets upon the dissolution, liquidation or winding up of the Corporation; or

(ii)

issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any stock of any class or series ranking senior to the Convertible Preferred Stock as to payment of dividends or distribution of assets upon the dissolution, liquidation or winding up of the Corporation; PROVIDED that the Corporation may issue, authorize or increase the authorized amount of, or issue or authorize any obligation or security convertible into or evidencing a right to purchase, any shares of capital stock ranking on a parity with or junior to the Convertible Preferred Stock as to payment of dividends or distribution of assets upon the dissolution, liquidation or winding up of the Corporation without the vote of the Holders of the Convertible Preferred Stock.

(e)

In exercising the voting rights set forth in this Section 5, each share of Convertible Preferred Stock shall have one vote per share. In any case where the Holders of the Convertible Preferred Stock are

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entitled to vote as a class with holders of Parity Securities or other classes or series of Preferred Shares, each class or series shall have a number of votes proportionate to the aggregate liquidation preference of its outstanding shares.

(6)	Liquidation, Dissolution or Winding Up.

(a)

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, subject to the rights of holders of any shares of capital stock of the Corporation then outstanding ranking senior to or pari passu with the Convertible Preferred Stock in respect of distributions upon liquidation, dissolution or winding up of the Corporation and before any amount shall be paid or distributed with respect to holders of any shares of capital stock of the Corporation then outstanding ranking junior to the Convertible Preferred Stock in respect of distributions upon liquidation, dissolution or winding up of the Corporation, the Holders of the Convertible Preferred Stock at the time outstanding will be entitled to receive, out of the net assets of the Corporation legally available for distribution to shareholders, the Liquidation Preference, plus an amount equal to the sum of all accrued, cumulated and unpaid dividends, whether or not declared, for the portion of the then-current Dividend Period until the payment date and all prior Dividend Periods and such Holders shall be deemed to be the Holders of record for such Dividend Periods or portions thereof. After the payment to the Holders of the Convertible Preferred Stock of the full amounts provided for in this Section 6(a), the Holders of the Convertible Preferred Stock will have no right or claim to any of the Corporation’s remaining assets.

(b)

For the purpose of this Section 6, none of the following shall constitute or be deemed to constitute a voluntary or involuntary liquidation, dissolution or winding up of the Corporation:

(i)

the sale, transfer, lease or conveyance of all or substantially all of the Corporation’s property or business;

(ii)

the consolidation or merger of the Corporation with or into any other Person; or

(iii)

the consolidation or merger of any other Person with or into the Corporation.

(c)

If, upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the amounts payable with respect to the Convertible Preferred Stock then outstanding are not paid in full as provided in Section 6(a) hereof, no distribution shall be made on account of any securities ranking pari passu with the Convertible Preferred Stock as to the distribution of assets upon such liquidation, dissolution or winding up, unless a pro rata distribution is made on the Convertible Preferred Stock. The Holders of the Convertible Preferred Stock then outstanding and the holders of any such securities then outstanding shall share ratably in any distribution of assets upon such liquidation, dissolution or winding up. The amount allocable to each series of such securities then outstanding will be based on the proportion of their full respective liquidation preference to the aggregate liquidation preference of the outstanding shares of each such series.

(d)

Written notice of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where, the amounts distributable to holders of Convertible Preferred Stock in such circumstances shall be payable, shall be given by first-class mail, postage prepaid, mailed not less than twenty calendar days prior to any payment date stated therein, to the Holders of Convertible Preferred Stock, at the address shown on the books of the Corporation or the Transfer Agent; PROVIDED, HOWEVER, that a failure to give notice as provided above or any defect therein shall not affect the Corporation’s ability to consummate a voluntary or involuntary liquidation, dissolution or winding up of the Corporation.

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(7)	Mandatory Conversion on the Mandatory Conversion Date.

(a)

Each share of Convertible Preferred Stock will automatically convert (unless previously converted at the option of the Holder in accordance with Section 8 hereof, at the option of the Corporation pursuant to Section 9 or Section 10A hereof or pursuant to a Make-Whole Acquisition Conversion in accordance with Section 10 hereof) on the Mandatory Conversion Date, into a number of shares of Common Stock equal to the Conversion Rate.

(b)

The “CONVERSION RATE” shall be as follows:

(i)

if the Applicable Market Value of the Common Stock is equal to or greater than $33.69 (the “THRESHOLD APPRECIATION PRICE”), then the Conversion Rate shall be equal to 7.4206 shares of Common Stock per share of Convertible Preferred Stock (the “MINIMUM CONVERSION RATE”), which is equal to $250.00 divided by the Threshold Appreciation Price;

(ii)

if the Applicable Market Value of the Common Stock is less than the Threshold Appreciation Price but greater than $27.50 (the “INITIAL PRICE”), then the Conversion Rate shall be equal to $250.00 divided by the Applicable Market Value of the Common Stock;

(iii)

if the Applicable Market Value of the Common Stock is less than or equal to the Initial Price, then the Conversion Rate shall be equal to 9.0909 shares of Common Stock per share of Convertible Preferred Stock (the “MAXIMUM CONVERSION RATE”), which is equal to $250.00 divided by the Initial Price; and

(iv)

the Minimum Conversion Rate, the Maximum Conversion Rate, the Threshold Appreciation Price and the Initial Price are each subject to adjustment in accordance with the provisions of Section 14 hereof.

(c)

In addition to the shares issuable or the Mandatory Conversion Date pursuant to Section 7(a), the Holders of Convertible Preferred Stock on the Mandatory Conversion Date shall have the right to receive on the Mandatory Conversion Date an amount in cash equal to the sum of (i) all accrued, cumulated and unpaid dividends that have not been declared on the shares of Convertible Preferred Stock then outstanding for all Dividend Periods up to and excluding the Mandatory Conversion Date, plus (ii) any declared but unpaid dividends if the Holder was the Record Holder on the Record Date relating to such dividends; PROVIDED that the Corporation is legally permitted to pay such dividends at such time.

(d)

On the Mandatory Conversion Date, certificates representing the shares of Common Stock into which the Convertible Preferred Stock has been converted will be issued and delivered to the Holders upon receipt by the Transfer Agent of any certificate(s) representing share(s) of Convertible Preferred Stock to be converted (if held in certificated form) surrendered by the Holder and any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent, if necessary, to effect the conversion.

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(8)	Early Conversion at the Option of the Holder.

(a)

Shares of the Convertible Preferred Stock are convertible, in whole or in part at the option of the Holder thereof (“EARLY CONVERSION”) at any time prior to the Mandatory Conversion Date, into shares of Common Stock at the Minimum Conversion Rate, subject to adjustment as set forth in Section 14 hereof.

(b)

Any written notice of conversion pursuant to Section 8 hereof shall be duly executed by the Holder, and specify:

(i)

the number of shares of Convertible Preferred Stock to be converted;

(ii)

the name(s) in which such Holder desires the shares of Common Stock issuable upon conversion to be registered (subject to compliance with applicable legal requirements if any of such certificates are to be issued in a name other than the name of the Holder);

(iii)

if certificates are to be issued, the address to which such Holder wishes delivery to be made of such new certificates to be issued upon such conversion; and

(iv)

any other transfer forms, tax forms or other relevant documentation required and specified by the Transfer Agent, if necessary, to effect the conversion.

(c)

If specified by the Holder in the notice of conversion that shares of Common Stock issuable upon conversion of the Convertible Preferred Stock shall be issued to a person other than the Holder surrendering the shares of Convertible Preferred Stock being converted, the Holder shall pay or cause to be paid any transfer or similar taxes payable in connection with the shares of Common Stock so issued.

(d)

Upon receipt by the Transfer Agent of (i) a completed and duly executed notice of conversion as set forth in Section 8(b), (ii) confirmation by the Holder of the payment of any transfer or similar taxes in compliance with Section 8(c) (if applicable), (iii) any certificate(s) representing share(s) of Convertible Preferred Stock to be converted (if held in certificated form) surrendered by the Holder, (iv) any appropriate endorsements and transfer documents from the Holder (if applicable); and (v) if such dividend has been declared, payment from the Holder of an amount in cash equal to the full dividend payable on the Dividend Payment Date for the then-current Dividend Period on the Convertible Preferred Stock being converted, the Corporation shall, within three Business Days or as soon as possible thereafter, issue and shall instruct the Transfer Agent to register the number of shares of Common Stock to which such Holder shall be entitled upon conversion in the name(s) specified by such Holder in the notice of conversion. If a Holder elects to hold its shares of Common Stock issuable upon conversion of the Convertible Preferred Stock in certificated form, the Corporation shall promptly send or cause to be sent, by hand delivery (with receipt to be acknowledged) or by first-class mail, postage prepaid, to the Holder thereof, at the address designated by such Holder in the written notice of conversion, a certificate or certificates representing the number of shares of Common Stock to which such Holder shall be entitled upon conversion. In the event that there shall have been surrendered a certificate or certificates representing shares of Convertible Preferred Stock, only part of which are to be converted, the Corporation shall issue and deliver to such Holder or such Holder’s designee in the manner provided in the immediately preceding sentence a new certificate or certificates representing the number of shares of Convertible Preferred Stock that shall not have been converted.

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(e)

The issuance by the Corporation of shares of Common Stock upon a conversion of shares of Convertible Preferred Stock in accordance with the terms hereof shall be deemed effective immediately prior to the close of business on the day of receipt by the Transfer Agent of the notice of conversion and other documents or payments, if any, set forth in Section 8(b) and 8(d) hereof, compliance with Section 8(c), if applicable, and the surrender by such Holder or such Holder’s designee of the certificate or certificates representing the shares of Convertible Preferred Stock to be converted (if held in certificated form), duly assigned or endorsed for transfer to the Corporation (or accompanied by duly executed stock powers relating thereto).

(f)

A Holder of a share of Convertible Preferred Stock then outstanding on the Early Conversion Date with respect to such share shall have the right to receive an amount in cash equal to all accrued, cumulated and unpaid dividends that have not been declared for all prior Dividend Periods ending on or prior to the Dividend Payment Date immediately preceding the Early Conversion Date. If the Early Conversion Date is prior to the Record Date for the Dividend Period in which a Holder elects to exercise an Early Conversion, such Holder will not receive any declared dividends for that Dividend Period. If the Early Conversion Date is after the Record Date for any declared but unpaid dividend, a Holder exercising its Early Conversion right will receive that dividend on the relevant Dividend Payment Date if it was the Record Holder on the Record Date for that dividend; however, whether or not such Holder was the Record Holder on the Record Date for that dividend, such Holder must pay to the Transfer Agent, on or prior to the Early Conversion Date, an amount in cash equal to the full dividend payable on the Dividend Payment Date for the then-current Dividend Period on the Convertible Preferred Stock that is being converted by such Holder. Holders will only receive dividends if the Corporation is then legally permitted to pay such dividends.

(9)	Provisional Conversion.

(a)

Prior to the Mandatory Conversion Date, if the Closing Price of the Common Stock has exceeded 150% of the Threshold Appreciation Price for at least 20 Trading Days within a period of 30 consecutive Trading Days ending on the Trading Day prior to the date (the “PROVISIONAL CONVERSION NOTICE DATE”) on which the Corporation notifies the Holders (pursuant to clause (b) below) that it is exercising its option to cause the conversion of the Convertible Preferred Stock pursuant to this Section 9, the Corporation may, at its option, cause the conversion of all, but not less than all, the shares of Convertible Preferred Stock then outstanding into shares of Common Stock at the Minimum Conversion Rate for each share of Convertible Preferred Stock, subject to adjustment as set forth in Section 14. The Corporation shall be able to cause this conversion only if, in addition to issuing the Holders shares of Common Stock, the Corporation is then legally permitted to, and does, pay the Holders in cash an amount equal to the sum of (i) all accrued, cumulated and unpaid dividends on the shares of Convertible Preferred Stock then outstanding that have not been declared for all Dividend Periods to, but excluding, the Provisional Conversion Date, plus (ii) if the Provisional Conversion Date is prior to the Record Date for any declared dividend, all accrued, cumulated and unpaid dividends on the shares of Convertible Preferred Stock then outstanding that have been declared for all Dividend Periods to, but excluding, the Provisional Conversion Date, plus (iii) the present value of all remaining future dividend payments on the shares of Convertible Preferred Stock then outstanding through and including the Mandatory Conversion Date (excluding (A) any unpaid dividends accrued during the portion of the then-current Dividend Period through, but excluding, the Provisional Conversion Date, and (B) if the Provisional Conversion Date is after the Record Date for the then-current Dividend Period, any declared and unpaid dividends for the then-current Dividend Period). The present value of all remaining future dividend payments will be computed using a discount rate equal to the Treasury Yield. If the Provisional Conversion Date is after the Record Date for any declared but unpaid dividend, a Holder will receive that dividend on the relevant Dividend Payment Date if it was the Record Holder on the Record Date for that dividend.

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(b)

A written notice (the “PROVISIONAL CONVERSION NOTICE”) shall be sent by or on behalf of the Corporation, by first class mail, postage prepaid, to the Holders of record as they appear on the stock register of the Corporation on the Provisional Conversion Notice Date (i) notifying such Holders of the election of the Corporation to convert and of the Provisional Conversion Date, which date shall not be less than 30 days nor be more than 60 days after the Provisional Conversion Notice Date, and (ii) stating the Corporate Trust Office of the Transfer Agent at which the shares of Convertible Preferred Stock called for conversion shall, upon presentation and surrender of the certificate(s) (if such shares are held in certificated form) evidencing such shares, be converted, and the Minimum Conversion Rate to be applied thereto. The Corporation shall also issue a press release containing such information and publish such information on its website http://www.merck.com, PROVIDED that failure to issue such press release or publish such information on the Corporation’s website shall not act to prevent or delay conversion pursuant to this Section 9.

(c)

The Corporation shall deliver to the Transfer Agent irrevocable written instructions authorizing the Transfer Agent, on behalf and at the expense of the Corporation, to cause the Provisional Conversion Notice to be duly mailed as soon as practicable after receipt of such irrevocable instructions from the Corporation and in accordance with the above provisions. The shares of Common Stock to be issued upon conversion of the Convertible Preferred Stock pursuant to this Section 9 and cash with respect to dividends calculated pursuant to Section 9(a) shall be deposited with the Transfer Agent in trust at least one Business Day prior to the Provisional Conversion Date, for the pro rata benefit of the Holders of record as they appear on the stock register of the Corporation, so as to be and continue to be available therefor. Neither failure to mail such Provisional Conversion Notice to one or more such Holders nor any defect in such Provisional Conversion Notice shall affect the sufficiency of the proceedings for conversion as to other Holders.

(d)

If a Provisional Conversion Notice shall have been given as hereinbefore provided, then each Holder shall be entitled to all preferences and relative, participating, optional and other special rights accorded by this Amended and Restated Certificate of Incorporation until immediately prior to the close of business on the Provisional Conversion Date. From and after the close of business on the Provisional Conversion Date, upon delivery by the Corporation of the Common Stock and payment of the funds to the Transfer Agent as described in paragraph (c) above, the Convertible Preferred Stock shall no longer be deemed to be outstanding, and all rights of such Holders shall cease and terminate, except the right of the Holders, upon surrender of certificates therefor, to receive Common Stock and any amounts to be paid hereunder.

(e)

The deposit of monies in trust with the Transfer Agent up to the amount necessary for the Provisional Conversion shall be irrevocable except that the Corporation shall be entitled to receive from the Transfer Agent the interest or other earnings, if any, earned on any monies so deposited in trust, and the Holders of the shares converted shall have no claim to such interest or other earnings, and any balance of monies so deposited by the Corporation and unclaimed by the Holders entitled thereto at the expiration of two years from the Provisional Conversion Date shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the Holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for such payment without interest.

(10)	Early Conversion Upon Make-Whole Acquisition.

(a)

In the event of a Make-Whole Acquisition, each Holder of Convertible Preferred Stock shall have the option to convert its shares of Convertible Preferred Stock then outstanding at the Make-Whole Acquisition Conversion Rate, as adjusted pursuant to Section 14, during a period (the “MAKE-WHOLE ACQUISITION CONVERSION PERIOD”) that begins on the effective date of such

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Make-Whole Acquisition and ends on the date that is 15 days after the effective date, or such earlier date ending on the earlier of the Mandatory Conversion Date and the Provisional Conversion Notice Date; PROVIDED that the Provisional Conversion Date occurs within the period contemplated by Section 9(b) hereof (such right of the Holders to convert their shares pursuant to this Section 10 being the “MAKE-WHOLE ACQUISITION CONVERSION”).

(b)

On or before the twentieth day prior to the date on which the Corporation anticipates consummating the Make-Whole Acquisition, a written notice (the “MAKE-WHOLE ACQUISITION CONVERSION NOTICE”) shall be sent by or on behalf of the Corporation, by first-class mail, postage prepaid, to the Record Holders as they appear on the stock register of the Corporation. Such notice shall contain:

(i)

the date on which the Make-Whole Acquisition is anticipated to be effected;

(ii)

the Make-Whole Conversion Rate;

(iii)

the amount of cash, securities and other consideration payable per share of Common Stock or Convertible Preferred Stock, respectively;

(iv)

(A) the first date, which shall be the effective date of such Make-Whole Acquisition, on which the Make-Whole Acquisition Conversion option may be exercised and (B) the date, which shall be 15 days after the effective date of the Make-Whole Acquisition, by which the Make-Whole Acquisition Conversion option must be exercised; and

(v)

the instructions a Holder must follow to exercise the Make-Whole Acquisition Conversion option in connection with such Make-Whole Acquisition.

(c)

To exercise a Make-Whole Acquisition Conversion option, a Holder shall deliver to the Transfer Agent at its Corporate Trust Office by 5:00 p.m., New York City time on or before the date by which the Make-Whole Acquisition Conversion option must be exercised as specified in the notice, the certificate(s) (if such shares are held in certificated form) evidencing the shares of Convertible Preferred Stock or of the Successor Security with respect to which the Make-Whole Acquisition Conversion option is being exercised, duly assigned or endorsed for transfer to the Corporation or its successor, or accompanied by duly executed stock powers relating thereto, or in blank, with a written notice to the Corporation or its successor stating the Holder’s intention to convert early in connection with the Make-Whole Acquisition containing the information set forth in Section 8(b) and providing the Corporation or its successor with payment instructions.

(d)

If a Holder does not elect to exercise the Make-Whole Acquisition Conversion option pursuant to this Section 10, the shares of Convertible Preferred Stock or successor security held by it will remain outstanding.

(e)

Upon a Make-Whole Acquisition Conversion, the Transfer Agent shall, in accordance with the instructions provided by the Holder thereof in the written notice provided to the Corporation or its successor as set forth in Section 10(c), deliver to the Holder such cash, securities or other property as are issuable with respect to shares of Common Stock in the Make-Whole Acquisition. Such delivery shall take place upon, and only to the extent of, the consummation of such Make-Whole Acquisition Conversion.

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(f)

In the event that a Make-Whole Acquisition Conversion is effected with respect to shares of Convertible Preferred Stock or a successor security representing less than all the shares of Convertible Preferred Stock or a successor security held by a Holder, upon such Make-Whole Acquisition Conversion the Corporation or its successor shall execute and the Transfer Agent shall, unless otherwise instructed in writing, countersign and deliver to the Holder thereof, at the expense of the Corporation, a certificate evidencing the shares of Convertible Preferred Stock or such successor security held by the Holder as to which Make-Whole Acquisition Conversion was not effected.

(g)

Upon any conversion pursuant to Section 10, in addition to issuing to any converting Holders of Convertible Preferred Stock or a successor security then outstanding such cash, securities or other property as are issuable with respect to shares of Common Stock in the Make-Whole Acquisition at the Make-Whole Acquisition Conversion Rate, the Corporation or its successor shall pay such Holders in cash an amount equal to the sum of (i) all accrued, cumulated and unpaid dividends on the shares of Convertible Preferred Stock and such successor security then outstanding that have not been declared for all Dividend Periods to, but excluding, the Make-Whole Acquisition Conversion Date, plus (ii) if the Make-Whole Acquisition Conversion Date is prior to the Record Date for any declared dividend, all accrued, cumulated and unpaid dividends on the shares of Convertible Preferred Stock or such successor security then outstanding that have been declared for all Dividend Periods to, but excluding, the Make-Whole Acquisition Conversion Date, plus (iii) the present value of all remaining future dividend payments on the shares of Convertible Preferred Stock or such successor security then outstanding through and including the Mandatory Conversion Date (excluding (A) any unpaid dividends accrued during the portion of the then-current Dividend Period through, but excluding, the Provisional Conversion Date, and (B) if the Provisional Conversion Date is after the Record Date for the then-current Dividend Period, any unpaid dividends for the then-current Dividend Period), computed using a discount rate equal to 6.75%; PROVIDED, in all cases, that at such time the Corporation is then legally permitted to pay such dividends. If the Make-Whole Acquisition Conversion Date is after the Record Date for any declared dividend, a Holder will receive that dividend on the relevant Dividend Payment Date if it was the Record Holder on the Record Date for that dividend.

(10A.) Mandatory

Early Conversion Upon Certain Reorganizations.

(a)

In the event that the Corporation plans to undertake a Reorganization Event (including a Reorganization Event which constitutes a Make-Whole Acquisition) in which (i) the Corporation would not be the surviving entity, and (ii) the shares of Convertible Preferred Stock cannot become shares of the surviving entity with, in respect of such surviving entity, the same rights, preferences and voting powers as the Convertible Preferred Stock because the surviving entity shall not have the legal authority to issue, or amend its governing documents to provide for the issuance of, such shares, then the Corporation may, at its option, cause the conversion of all, but not less than all, of the shares of Convertible Preferred Stock then outstanding into shares of Common Stock at the Make-Whole Acquisition Conversion Rate as if such Reorganization Event were a Make-Whole Acquisition, subject to adjustment as set forth in Section 14 (such option of the Corporation to convert the Convertible Preferred Stock pursuant to this Section 10A being the “MANDATORY REORGANIZATION CONVERSION”), with the Mandatory Reorganization Conversion to take effect immediately prior to the closing of the Reorganization Event (the “REORGANIZATION CONVERSION DATE”). For purposes of determining the Make-Whole Acquisition Conversion Rate applicable to a Mandatory Reorganization Conversion, the “effective date” shall be the Reorganization Conversion Date and the Make-Whole Acquisition Stock Price shall be the consideration payable per Common Share in the Reorganization Event. The Corporation shall be able to cause this conversion only if, in addition to issuing the Holders shares of Common Stock, the Corporation is then legally permitted to, and does, pay the Holders in cash an amount equal to the sum of (i) all accrued, cumulated and unpaid dividends on the shares of Convertible Preferred Stock then outstanding that have not been declared for all Dividend Periods to, but excluding, the

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Reorganization Conversion Date, plus (ii) if the Reorganization Conversion Date is prior to the Record Date for any declared dividend, all accrued, cumulated and unpaid dividends on the shares of Convertible Preferred Stock then outstanding that have been declared for all Dividend Periods to, but excluding, the Reorganization Conversion Date, plus (iii) the present value of all remaining future dividend payments on the shares of Convertible Preferred Stock then outstanding through and including the Mandatory Conversion Date (excluding (A) any unpaid dividends accrued during the portion of the then-current Dividend Period through, but excluding, the Reorganization Conversion Date, and (B) if the Reorganization Conversion Date is after the Record Date for the then-current Dividend Period, any unpaid dividends for the then-current Dividend Period). The present value of all remaining future dividend payments will be computed using a discount rate equal to 6.75%. If the Reorganization Conversion Date is after the Record Date for any declared dividend, a Holder will receive that dividend on the relevant Dividend Payment Date if it was the Record Holder on the Record Date for that dividend.

(b)

A written notice (the “REORGANIZATION CONVERSION NOTICE”), which may be contingent on the closing of the reorganization transaction and which shall be irrevocable, shall be sent by or on behalf of the Corporation, by first class mail, postage prepaid, (the Trading Day prior to the date on which such notice is mailed being the “REORGANIZATION CONVERSION NOTICE DATE”) to the Holders of record as they appear on the stock register of the Corporation on the Reorganization Conversion Notice Date (i) notifying such Holders of the election of the Corporation to convert and of the anticipated Reorganization Conversion Date, which date shall not be less than 30 days nor be more than 60 days after the Reorganization Conversion Notice Date, and (ii) stating the Corporate Trust Office of the Transfer Agent at which the shares of Convertible Preferred Stock called for conversion shall, upon presentation and surrender of the certificate(s) (if such shares are held in certificated form) evidencing such shares, be converted, and the Make-Whole Acquisition Conversion Rate to be applied thereto. The Corporation shall also issue a press release containing such information and publish such information on its website on the World Wide Web, PROVIDED that failure to issue such press release or publish such information on the Corporation’s website shall not act to prevent or delay conversion pursuant to this Section 10A.

(c)

The Corporation shall deliver to the Transfer Agent irrevocable written instructions authorizing the Transfer Agent, on behalf and at the expense of the Corporation, to cause the Reorganization Conversion Notice to be duly mailed as soon as practicable after receipt of such irrevocable instructions from the Corporation and in accordance with the above provisions. The consideration issuable in the Reorganization Event with respect to shares of Common Stock to be issued upon conversion of the Convertible Preferred Stock pursuant to this Section 10A and all funds necessary for the payment in cash of an amount as calculated in Section 10A(a) shall be deposited with the Transfer Agent in trust at least one Business Day prior to the Reorganization Conversion Date, for the pro rata benefit of the Holders of record as they appear on the stock register of the Corporation, so as to be and continue to be available therefor. Neither failure to mail such Reorganization Conversion Notice to one or more such Holders nor any defect in such Reorganization Conversion Notice shall affect the sufficiency of the proceedings for conversion as to other Holders.

(d)

If a Reorganization Conversion Notice shall have been given as hereinbefore provided, then each Holder shall be entitled to all preferences and relative, participating, optional and other special rights accorded by this Certificate of Incorporation until immediately prior to the closing of the Reorganization Event. If the Corporation has complied with Section 10A(c), from and after the closing of the Reorganization Event, the Convertible Preferred Stock shall no longer be deemed to be outstanding, and all rights of such Holders shall cease and terminate, except the right of the Holders, upon surrender of certificates therefor, to receive such cash, securities or other property as are issuable with respect to shares of Common Stock in the Make-Whole Acquisition and any other amounts to be paid hereunder.

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(e)

The deposit of monies in trust with the Transfer Agent up to the amount necessary for the Mandatory Reorganization Conversion shall be irrevocable except that the Corporation shall be entitled to receive from the Transfer Agent the interest or other earnings, if any, earned on any monies so deposited in trust, and the Holders of the shares converted shall have no claim to such interest or other earnings, and any balance of monies so deposited by the Corporation and unclaimed by the Holders entitled thereto at the expiration of two years from the Reorganization Conversion Date shall be repaid, together with any interest or other earnings thereon, to the Corporation, and after any such repayment, the Holders of the shares entitled to the funds so repaid to the Corporation shall look only to the Corporation for such payment without interest.

(11)	Conversion Procedures.

(a)

Effective immediately prior to the close of business on the Mandatory Conversion Date, the Provisional Conversion Date, the Make-Whole Acquisition Conversion Date, the Reorganization Conversion Date or any Early Conversion Date (collectively, a “CONVERSION DATE”), dividends on any shares of Convertible Preferred Stock converted to Common Stock and/or cash, securities or other property shall cease to accrue and cumulate, and such shares of Convertible Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders of such shares to receive any accrued, cumulated and unpaid dividends on such shares and any other payments to which they are otherwise entitled pursuant to Section (7), (8), (9), (10) or (10A) hereof, as applicable.

(b)

The person or persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon such conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on the Mandatory Conversion Date, the Make-Whole Acquisition Conversion Date, the Provisional Conversion Date, the Reorganization Conversion Date or any Early Conversion Date, as the case may be. No allowance or adjustment, except as set forth in Section 14, shall be made in respect of dividends payable to holders of Common Stock of record as of any date prior to such effective date. Prior to such effective date, shares of Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any shares of Convertible Preferred Stock shall not be deemed outstanding for any purpose, and Holders of shares of Convertible Preferred Stock shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Convertible Preferred Stock.

(c)

Shares of Convertible Preferred Stock duly converted in accordance with this Certificate of Incorporation, or otherwise reacquired by the Corporation, will resume the status of authorized and unissued Preferred Stock, undesignated as to series and available for future issuance.

(d)

In the event that a Holder of shares of Convertible Preferred Stock shall not by written notice designate the name in which shares of Common Stock to be issued upon conversion of such shares should be registered or the address to which the certificate or certificates representing such shares should be sent, the Corporation shall be entitled to register such shares, and make such payment, in the name of the Holder of such Convertible Preferred Stock as shown on the records of the Corporation and to send the certificate or certificates representing such shares to the address of such Holder shown on the records of the Corporation.

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(12)	Reservation of Common Stock.

(a)

The Corporation shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares held in the treasury of the Corporation, solely for issuance upon the conversion of shares of Convertible Preferred Stock as herein provided, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Convertible Preferred Stock then outstanding. For purposes of this Section 12(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b)

Notwithstanding the foregoing, the Corporation shall be entitled to deliver upon conversion of shares of Convertible Preferred Stock, as herein provided, shares of Common Stock reacquired and held in the treasury of the Corporation (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such treasury shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(c)

All shares of Common Stock delivered upon conversion of the Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(d)

Prior to the delivery of any securities that the Corporation shall be obligated to deliver upon conversion of the Convertible Preferred Stock, the Corporation shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(e)

The Corporation hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Corporation will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all Common Stock issuable upon conversion of the Convertible Preferred Stock; PROVIDED, HOWEVER, that if the rules of such exchange or automated quotation system permit the Corporation to defer the listing of such Common Stock until the first conversion of Convertible Preferred Stock into Common Stock in accordance with the provisions hereof, the Corporation covenants to list such Common Stock issuable upon conversion of the Convertible Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

(13)	Fractional Shares.

(a)

No fractional shares of Common Stock will be issued as a result of any conversion of shares of Convertible Preferred Stock.

(b)

In lieu of any fractional share of Common Stock otherwise issuable in respect of any mandatory conversion pursuant to Section 7 hereof, any conversion at the option of the Corporation pursuant to Section 9 or Section 10A hereof or a conversion at the option of the holder pursuant to Section 8 or Section 10 hereof, the Corporation shall pay an amount in cash (computed to the nearest cent) equal to the same fraction of:

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(i)

in the case of a conversion pursuant to Section 7 or Section 9 hereof, a Make-Whole Acquisition Conversion pursuant to Section 10, or a Mandatory Reorganization Conversion pursuant to Section 10A, the Current Market Price; or

(ii)

in the case of an Early Conversion pursuant to Section 8 hereof, the Closing Price of the Common Stock determined as of the second Trading Day immediately preceding the effective date of conversion.

(c)

If more than one share of the Convertible Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Convertible Preferred Stock so surrendered.

(14)	Anti-Dilution Adjustments to the Fixed Conversion Rates.

(a)

Anti-Dilution Adjustments . Each Fixed Conversion Rate and the number of shares of Common Stock to be delivered upon conversion shall be subject to the following adjustments.

(i)

Stock Dividends and Distributions . If the Corporation shall pay or make a dividend or other distribution on the Common Stock in shares of Common Stock, each Fixed Conversion Rate, as in effect at the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such dividend or other distribution, shall be increased by dividing such Fixed Conversion Rate by a fraction of which the numerator shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination and the denominator shall be the sum of such number of shares of Common Stock outstanding and the total number of shares of Common Stock constituting such dividend or other distribution, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this sub-section (i), the number of shares of Common Stock at the time outstanding shall not include shares held in the treasury of the Corporation but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Corporation.

(ii)

Subdivisions, Splits and Combinations of the Common Stock . In case outstanding shares of Common Stock shall be subdivided or split into a greater number of shares of Common Stock, each Fixed Conversion Rate in effect at the opening of business on the day following the day upon which such subdivision or split becomes effective shall be proportionately increased, and, conversely, in case outstanding shares of Common Stock shall each be combined into a smaller number of shares of Common Stock, such Fixed Conversion Rate in effect at the opening of business on the day following the day upon which such combination becomes effective shall be proportionately reduced, such increase or reduction, as the case may be, to become effective immediately after the opening of business on the day following the day upon which such subdivision, split or combination becomes effective.

(iii)

Issuance of Stock Purchase Rights . In case the Corporation shall issue rights or warrants to all holders of its Common Stock (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans), entitling such holders, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase shares of Common Stock at a price per share less than the

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Current Market Price on the date fixed for the determination of shareholders entitled to receive such rights or warrants, each Fixed Conversion Rate in effect at the opening of business on the day following the date fixed for such determination shall be increased by multiplying such Fixed Conversion Rate by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock so offered for subscription or purchase and the denominator of which shall be the number of shares of Common Stock outstanding at the close of business on the date fixed for such determination plus the number of shares of Common Stock which the aggregate offering price of the total number of shares of Common Stock so offered for subscription or purchase would purchase at such Current Market Price, such increase to become effective immediately after the opening of business on the day following the date fixed for such determination. For the purposes of this clause (iii), the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Corporation but shall include any shares issuable in respect of any scrip certificates issued in lieu of fractions of shares of Common Stock. The Corporation shall not issue any such rights or warrants in respect of shares of Common Stock held in the treasury of the Corporation.

(iv)

Debt or Asset Distribution .

(A)

If the Corporation shall, by dividend or otherwise, distribute to all holders of its Common Stock evidences of its indebtedness, shares of capital stock, securities, cash or other assets (excluding any dividend or distribution referred to in Section 14(a)(i) or Section 14(a)(ii) hereof, any rights or warrants referred to in Section 14(a)(iii) hereof, any dividend or distribution paid exclusively in cash, any consideration payable in connection with a tender or exchange offer made by the Corporation or any subsidiary of the Corporation, and any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit in the case of a Spin-Off referred to in Section 14(a)(iv)(B) below), each Fixed Conversion Rate in effect immediately prior to the close of business on the date fixed for the determination of shareholders entitled to receive such distribution will be increased by multiplying each Fixed Conversion Rate by the following fraction:

SP ₀

SP ₀ – FMV

Where,

SP ₀ = the Current Market Price per share of Common Stock on the date fixed for distribution.

FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock as determined by the Board,

Any adjustment to the Conversion Rate under this clause (iv)(A) of this Section 14(a) will become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution. In any case in which this clause (iv)(A) is applicable, clause (iv)(B) of this Section 14(a) shall not be applicable.

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(B)

In the case of a Spin-Off, each Fixed Conversion Rate in effect immediately before the close of business on the record date fixed for determination of shareholders entitled to receive that distribution will be increased by multiplying each Fixed Conversion Rate by the following fraction:

MP ₀ + MPs

MP ₀

Where,

MP ₀ = the Current Market Price per share of Common Stock on the fifteenth Trading Day after the “ex-date” for the distribution.

MPs = the Current Market Price of the shares representing the portion of distribution applicable to one share of Common Stock on the fifteenth Trading Day after the “ex-date” for the distribution.

Any adjustment to the Conversion Rate under this clause (iv)(B) of this Section 14(a) will occur on the 15th Trading Day from, but excluding, the “ex-date” with respect to the Spin-Off.

(iv)

Cash Distributions . If the Corporation shall distribute cash to all holders of the Common Stock, excluding (i) any cash that is distributed in a Reorganization Event to which Section 14(e) applies or as part of a distribution referred to in paragraph (iv) of this Section 14(a), (ii) any dividend or distribution in connection with the liquidation, dissolution or winding up of the Corporation, (iii) any consideration payable in connection with a tender or exchange offer made by the Corporation or any subsidiary of the Corporation or (iv) any cash dividends on the Common Stock to the extent that the aggregate cash dividend per share of Common Stock does not exceed $0.065 in any fiscal quarter (such number, the “DIVIDEND THRESHOLD AMOUNT”), then each Fixed Conversion Rate in effect immediately prior to the close of business on the date for determination of the shareholders of the Corporation entitled to receive such distribution shall be increased by multiplying each Fixed Conversion Rate by the following fraction:

SP ₀

SP ₀ – DIV

Where,

SP ₀ = the Current Market Price per share of Common Stock on the “ex-date”.

DIV = the amount per share of Common Stock of the dividend or distribution.

Any adjustment to the Conversion Rate under this clause (v) of this Section 14(a) will become effective immediately prior to the opening of business on the day following the date fixed for the determination of shareholders entitled to receive such distribution.

If an adjustment is required to be made as set forth in this clause (v) as a result of a distribution (1) that is a regularly scheduled quarterly dividend, such adjustment would be based on the amount by which such dividend exceeds the Dividend Threshold Amount or (2) that is not a regularly scheduled quarterly dividend, such adjustment would be based on the full amount of such distribution.

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The Dividend Threshold Amount is subject to an inversely proportional adjustment whenever the Fixed Conversion Rates are adjusted, PROVIDED that no adjustment will be made to the Dividend Threshold Amount for any adjustment made to the Fixed Conversion Rates pursuant to this clause (v) or clause (iii), (iv), (vi), (vii) or (viii) of this Section 14(a).

(v)

Self Tender Offers and Exchange Offers . If the Corporation or any of its subsidiaries successfully complete a tender or exchange offer for Common Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Current Market Price per share of the Common Stock on the seventh Trading Day after the expiration of the tender or exchange offer, then each Fixed Conversion Rate in effect on immediately prior to the opening on business on the eighth Trading Day after the expiration of the tender or exchange offer will be increased by multiplying by the following fraction:

(SP ₀ x OS ₀ ) – AC

SP ₀ x (OS ₀ – TS)

Where,

SP ₀ = the Current Market Price per share of Common Stock on the seventh Trading Day after the expiration of the tender or exchange offer.

OS ₀ = the number of shares of Common Stock outstanding at the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn.

AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as determined by the Board.

TS = the number of shares of Common Stock validly tendered and not withdrawn at the expiration of the tender or exchange offer.

(vi)

Third Party Tender Offers and Exchange Offers . In case any Person other than the Corporation or any subsidiary of the Corporation makes a payment in respect of a tender offer or exchange offer in which, as of the last time (the “OFFER EXPIRATION TIME”) that tenders or exchanges may be made pursuant to such tender or exchange offer (as it may have been amended), the Board is not recommending rejection of the offer, then each Fixed Conversion Rate will be adjusted by multiplying the Fixed Conversion Rate in effect immediately prior to the Offer Expiration Time by the following fraction:

FMV + (OS ₁ x SP ₀ )

OS ₀ x SP ₀

Where,

FMV = the fair market value of the aggregate consideration payable to all holders of the Common Stock based on the acceptance (up to any maximum specified in the terms of the tender or exchange offer) of all shares validly tendered or exchanged and not withdrawn as of the expiration of the offer, as determined by the Board.

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OS ₁ = the number of shares of Common Stock outstanding immediately prior to the expiration of the offer, less all shares validly tendered or exchanged and not withdrawn as of the expiration of the offer, as determined by the Board.

SP ₀ = the Current Market Price per share of Common Stock on the seventh Trading Day after the expiration of the tender or exchange offer.

OS ₀ = the number of shares of Common Stock outstanding immediately prior to the expiration of the offer, including any tendered or exchanged shares.

The adjustment referred to in this clause (vii) will only be made if (1) the tender offer or exchange offer is for an amount that increases the offeror’s ownership of common stock to more than 30% of the total shares of Common Stock outstanding immediately prior to the Offer Expiration Time; and (2) the cash and Fair Market Value of any other consideration included in the payment per share of Common Stock exceeds the Current Market Price of the Common Stock on the seventh Trading Day next succeeding the Offer Expiration Time.

However, the adjustment referred to in this clause will not be made if as of the Offer Expiration Time, the offering documents disclose a plan or an intention to cause the Corporation to engage in a consolidation or merger or a sale of all or substantially all of the Corporation’s assets. In the event the offeror is obligated to purchase shares pursuant to any such tender or exchange offer, but such Person is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, each Fixed Conversion Rate shall be readjusted to what would have been in effect if such tender or exchange offer had not been made.

(vii)

Rights Plans . To the extent that the Corporation has a rights plan in effect on any Conversion Date, upon conversion of any Convertible Preferred Stock, Holders shall receive, in addition to the Common Stock, the rights under such rights plan, unless, prior to such Conversion Date, the rights have separated from the Common Stock, in which case each Fixed Conversion Rate will be adjusted at the time of separation of such rights as if the Corporation made a distribution to all holders of the Common Stock as described in clause (iv) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(b)

Adjustment for Tax Reasons . The Corporation may make such increases in each Fixed Conversion Rate, in addition to any other increases required by this Section 14, if the Board deems it advisable to avoid or diminish any income tax to holders of the Common Stock resulting from any dividend or distribution of shares (or issuance of rights or warrants to acquire shares) or from any event treated as such for income tax purposes or for any other reasons; PROVIDED that the same proportionate adjustment must be made to each Fixed Conversion Rate.

(c)

Calculation of Adjustments . (i) All adjustments to the Conversion Rate shall be calculated to the nearest 1/10,000th of a share (or, if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share) of Common Stock. Prior to the Mandatory Conversion Date, no adjustment in the Conversion Rate shall be required unless such adjustment would require an increase or decrease of at least one percent therein; PROVIDED, that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; PROVIDED FURTHER that on the earliest of the Mandatory Conversion Date, the Provisional Conversion Date, the Make-Whole Acquisition Conversion Date and the Reorganization Conversion Date, adjustments to the Conversion Rate will be made with respect to any such adjustment carried forward and which has not been taken into account before such date. If an adjustment is made to the Conversion Rate pursuant to Sections 14(a)(i), 14(a)(ii), 14(a)(iii), 14(a)(iv), 14(a)(v), 14(a)(vi), 14(a)(vii) or 14(b), an inversely proportional adjustment shall also be made to the Threshold Appreciation Price and the Initial Price solely for purposes of determining

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which of clauses (i), (ii) and (iii) of Section 7(b) will apply on the Conversion Date. Such adjustment shall be made by dividing each of the Threshold Appreciation Price and the Initial Price by a fraction, the numerator of which shall be the Conversion Rate immediately after such adjustment pursuant to Sections 14(a)(i), 14(a)(ii), 14(a)(iii), 14(a)(iv), 14(a)(v), 14(a)(vi) or 14(a)(vii) or 14(b) and the denominator of which shall be the Conversion Rate immediately before such adjustment.

(i)

No adjustment to the Conversion Rate need be made if Holders may participate, on an as-converted basis, in the transaction that would otherwise give rise to an adjustment, so long as the distributed assets or securities the Holders would receive upon conversion of the Convertible Preferred Stock, if convertible, exchangeable, or exercisable, are convertible, exchangeable or exercisable, as applicable, without any loss of rights or privileges for a period of at least 45 days following conversion of the Convertible Preferred Stock. The applicable Conversion Rate shall not be adjusted:

(A)

upon the issuance of any shares of the Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Corporation’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(B)

upon the issuance of any shares of the Common Stock or rights or warrants to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Corporation or any of its subsidiaries;

(C)

upon the issuance of any shares of the Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security outstanding as of the date shares of the Convertible Preferred Stock were first issued;

(D)

for a change in the par value or no par value of the Common Stock; or

(E)

for accrued, cumulated and unpaid dividends.

(ii)

The Corporation shall have the power to resolve any ambiguity or correct any error in this Section 14 and its action in so doing, as evidenced by a resolution of the Board, or a duly authorized committee thereof, shall be final and conclusive.

(d)

Notice of Adjustment . Whenever each Fixed Conversion Rate is to be adjusted in accordance with Section 14(a) or (b), the Corporation shall: (i) compute each Fixed Conversion Rate in accordance with Section 14(a) or (b) and prepare and transmit to the Transfer Agent an Officer’s Certificate setting forth each Fixed Conversion Rate, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; (ii) as soon as practicable following the occurrence of an event that requires an adjustment to each Fixed Conversion Rate pursuant to Section 14(a) or (b), taking into account the one percent threshold set forth in Section 14(c) hereof, (or if the Corporation is not aware of such occurrence, as soon as practicable after becoming so aware), provide, or cause to be provided, a written notice to the Holders of the Convertible Preferred Stock of the occurrence of such event; and (iii) as soon as practicable following the determination of each revised Fixed Conversion Rate in accordance with Section 14(a) or (b) hereof, a statement setting forth in reasonable detail the method by which the adjustment to each Fixed Conversion Rate was determined and setting forth each revised Fixed Conversion Rate.

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(e)

Reorganization Events. In the event of:

(i)

any consolidation or merger of the Corporation with or into another Person (other than a merger or consolidation in which the Corporation is the continuing corporation and in which the Common Stock outstanding immediately prior to the merger or consolidation is not exchanged for cash, securities or other property of the Corporation or another Person);

(ii)

any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Corporation;

(iii)

any reclassification of Common Stock into securities including securities other than Common Stock; or

(iv)

any statutory exchange of securities of the Corporation with another Person (other than in connection with a merger or acquisition) (any such event specified in this Section 14(e), a “REORGANIZATION EVENT”);

each share of Convertible Preferred Stock outstanding immediately prior to such Reorganization Event shall, after such Reorganization Event, be convertible into the kind of securities, cash and other property receivable in such Reorganization Event (without any interest thereon and without any right to dividends or distribution thereon which have a record date that is prior to the Conversion Date) (the “EXCHANGE PROPERTY”) by a holder of Common Stock that (1) is not a person with which the Corporation consolidated or into which the Corporation merged or which merged into the Corporation or to which such sale or transfer was made, as the case may be (any such person, a “CONSTITUENT PERSON”), or an Affiliate of a Constituent Person, and (2) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such Reorganization Event (PROVIDED that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by other than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“NON-ELECTING SHARE”), then, for the purpose of this Section 14(e) the kind and amount of securities, cash and other property receivable upon such Reorganization Event by each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares). The amount of Exchange Property receivable upon conversion of any Convertible Preferred Stock in accordance with Section 7, 8, 9, 10 or 10A hereof shall be determined based upon the Conversion Rate in effect on such Conversion Date. The applicable Conversion Rate shall be (x) the Minimum Conversion Rate, in the case of an Early Conversion Date or a Provisional Conversion Date, and (y) determined based upon the definition of Conversion Rate set forth in Sections 7, 10 or 10A, in the case of the Mandatory Conversion Date, the Make-Whole Acquisition Conversion Date, or the Reorganization Conversion Date, respectively.

After a Reorganization Event, “APPLICABLE MARKET VALUE” shall be deemed to refer to the Applicable Market Value of the Exchange Property and such value shall be determined (A) with respect to any publicly traded securities that compose all or part of the Exchange Property, the average of the Closing Prices of such securities on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Mandatory Conversion Date, (B) in the case of any cash that composes all or part of the Exchange Property, based on the amount of such cash and (C) in the case of any other property that composes all or part of the Exchange Property, based on the value of such property on the Third Trading Day immediately preceding the Mandatory Conversion Date, as determined by a nationally recognized independent investment banking firm retained by the Corporation for this purpose. For purposes of this Section 14(e), the term “CLOSING PRICE” shall be deemed to refer to the closing sale price, last quoted bid price or mid-point of the last bid and ask prices, as the case may be, of any publicly traded securities that comprise all or part of the Exchange Property. For purposes of this Section 14(e), references to Common Stock in the definition of “TRADING DAY” shall be replaced by references to any publicly traded securities that comprise all or part of the Exchange Property.

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The above provisions of this Section 14(e) shall similarly apply to successive Reorganization Events and the provisions of Section 14 shall apply to any shares of capital stock of the Corporation (or any successor) received by the holders of Common Stock in any such Reorganization Event.

The Corporation (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 14(e).

(f)

Adjustment of Make-Whole Acquisition Stock Prices . The Make-Whole Acquisition Stock Prices appearing in the column headings for the table included in the definition of Make-Whole Acquisition Conversion Rate in Section 19 hereof shall be adjusted as of any date on which the Fixed Conversion Rates are adjusted. The adjusted Make-Whole Acquisition Stock Prices will equal the Make-Whole Acquisition Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Minimum Conversion Rate immediately prior to the adjustment and the denominator of which is the Minimum Conversion Rate as so adjusted. In addition, each of the Make-Whole Acquisition Stock Prices appearing in such table will be subject to adjustment in the same manner as each Fixed Conversion Rate is adjusted in accordance with the terms of this Section 14.

(15)	Replacement Stock Certificates.

(a)

If physical certificates are issued, and any of the Convertible Preferred Stock certificates shall be mutilated, lost, stolen or destroyed, the Corporation shall, at the expense of the Holder, issue, in exchange and in substitution for and upon cancellation of the mutilated Convertible Preferred Stock certificate, or in lieu of and substitution for the Convertible Preferred Stock certificate lost, stolen or destroyed, a new Convertible Preferred Stock certificate of like tenor and representing an equivalent amount of shares of Convertible Preferred Stock, but only upon receipt of evidence of such loss, theft or destruction of such Convertible Preferred Stock certificate and indemnity, if requested, satisfactory to the Corporation and the Transfer Agent.

(b)

The Corporation is not required to issue any certificates representing the Convertible Preferred Stock on or after the Mandatory Conversion Date, any Provisional Conversion Date or any Reorganization Conversion Date. In lieu of the delivery of a replacement certificate following the Mandatory Conversion Date, any Provisional Conversion Date or any Reorganization Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described above, will deliver the shares of Common Stock or cash, securities or other property issuable pursuant to the terms of the Convertible Preferred Stock formerly evidenced by the certificate.

(16)

Transfer Agent, Registrar, Paying Agent and Conversion Agent. The duly appointed Transfer Agent, Registrar, paying agent and conversion agent for the Convertible Preferred Stock shall be Wells Fargo Shareowner Services. The Corporation may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Corporation and the Transfer Agent; PROVIDED that the Corporation shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Corporation shall send notice thereof by first-class mail, postage prepaid, to the Holders of the Convertible Preferred Stock.

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(17)

Form.

(a)

Convertible Preferred Stock shall be issued in the form of one or more permanent global shares of Convertible Preferred Stock in definitive, fully registered form with the global legend (the “GLOBAL SHARES LEGEND”), as set forth on the form of Convertible Preferred Stock certificate attached hereto as Exhibit A (each, a “GLOBAL PREFERRED SHARE”), which is hereby incorporated in and expressly made a part of this Certificate of Incorporation. The Global Preferred Share may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Corporation is subject, if any, or usage (PROVIDED that any such notation, legend or endorsement is in a form acceptable to the Corporation). The Global Preferred Share shall be deposited on behalf of the holders of the Convertible Preferred Stock represented thereby with the Registrar, at its New York office, as custodian for DTC or a Depositary, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by the Corporation and countersigned and registered by the Registrar as hereinafter provided. The aggregate number of shares represented by each Global Preferred Share may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 17(a) shall apply only to a Global Preferred Share deposited with or on behalf of the Depositary. The Corporation shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Preferred Shares that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to Cede & Co. or pursuant to instructions received from Cede & Co. or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar. Members of, or participants in, the Depositary (“AGENT MEMBERS”) shall have no rights under this Certificate with respect to any Global Preferred Share held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Preferred Share, and the Depositary may be treated by the Corporation, the Registrar and any agent of the Corporation or the Registrar as the absolute owner of such Global Preferred Share for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Registrar or any agent of the Corporation or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Share. The Holder of the Convertible Preferred Shares may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Convertible Preferred Shares or this Certificate of Incorporation. Owners of beneficial interests in Global Preferred Shares shall not be entitled to receive physical delivery of certificated shares of Convertible Preferred Stock, unless (x) the Depositary is unwilling or unable to continue as Depositary for the Global Preferred Share and the Corporation does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Corporation does not appoint a qualified replacement for the Depositary within 90 days or (z) the Corporation decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Preferred Share shall be exchanged in whole for definitive shares of Convertible Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Definitive shares of Convertible Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.


(b)	(i)	An Officer shall sign the Global Preferred Share for the Corporation, in accordance with the Corporation’s bylaws and applicable law, by manual or facsimile signature.

	(ii)	If an Officer whose signature is on a Global Preferred Share no longer holds that office at the time the Transfer Agent countersigned the Global Preferred Share, the Global Preferred Share shall be valid nevertheless.

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(iii)

A Global Preferred Share shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Preferred Share. Each Global Preferred Share shall be dated the date of its countersignature.

(18)	Miscellaneous.

(a)

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first-class mail shall be specifically permitted for such notice under the terms of this Certificate of Incorporation) with postage prepaid, addressed: (i) if to the Corporation, to its office at One Merck Drive, Whitehouse Station, NJ 08889 (Attention: the Secretary) or to the Transfer Agent at its Corporate Trust Office, or other agent of the Corporation designated as permitted by this Certificate of Incorporation, or (ii) if to any Holder of the Convertible Preferred Stock or holder of shares of Common Stock, as the case may be, to such Holder at the address of such Holder as listed in the stock record books of the Corporation (which may include the records of any transfer agent for the Convertible Preferred Stock or Common Stock, as the case may be), or (iii) to such other address as the Corporation or any such Holder, as the case may be, shall have designated by notice similarly given.

(b)

The Corporation shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Convertible Preferred Stock or shares of Common Stock or other securities issued on account of Convertible Preferred Stock pursuant hereto or certificates representing such shares or securities. The Corporation shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Convertible Preferred Stock or Common Stock or other securities in a name other than that in which the shares of Convertible Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the person otherwise entitled to such issuance, delivery or payment has paid to the Corporation the amount of any such tax or has established, to the satisfaction of the Corporation, that such tax has been paid or is not payable.

(c)

The Liquidation Preference and the dividend amounts set forth herein each shall be subject to equitable adjustment whenever there shall occur a stock split, combination, reclassification or other similar event involving the Convertible Preferred Stock. Such adjustments shall be determined in good faith by the Board and submitted by the Board to the Transfer Agent.

(19)	Definitions. Unless otherwise defined herein, capitalized terms used in this Annex A shall have the following meanings:

“ACCEPTED PURCHASED SHARES” shall have the meaning set forth in Section 14(a) (vii) hereof.

“AFFILIATE” shall have the meaning given to that term in Rule 405 of the Securities Act of 1933, as amended, or any successor rule thereunder.

“AGENT MEMBERS” shall have the meaning set forth in Section 17(a) hereof.

“APPLICABLE MARKET VALUE” means the average of the Closing Prices per share of the Common Stock on each of the 20 consecutive Trading Days ending on the third Trading Day immediately preceding the Mandatory Conversion Date.

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“BOARD” means the Board of Directors of the Corporation.

“BUSINESS DAY” means any day other than a Saturday or Sunday or any other day on which banks in The City of New York are authorized or required by law or executive order to close.

“CERTIFICATE OF INCORPORATION” means the Certificate of Incorporation of the Corporation, as amended.

“CLOSING PRICE” means, as of any date of determination, the closing sale price or, if no closing sale price is reported, the last reported sale price, of the Common Stock or any securities distributed in a Spin-Off, as the case may be, on the New York Stock Exchange on that date. If the Common Stock or any such securities distributed in a Spin-Off, as the case may be, is not then traded on the New York Stock Exchange on any date of determination, the Closing Price of the Common Stock or such securities on any date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock or such securities is so listed or quoted, or if the Common Stock or such securities is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock or such securities in the over-the-counter market as reported by the Pink Sheets LLC or similar organization, or, if that bid price is not available, the market price of the Common Stock or such securities on that date as determined by a nationally recognized independent investment banking firm retained for this purpose by the Corporation. For the purposes of this Certificate of Incorporation, all references herein to the closing sale price of the Common Stock on the New York Stock Exchange shall be such closing sale price as reflected on the website of the New York Stock Exchange (www.nyse.com) and as reported by Bloomberg Professional Service; PROVIDED that, in the event that there is a discrepancy between the closing sale price as reflected on the website of the New York Stock Exchange and as reported by Bloomberg Professional Service, the closing sale price on the website of the New York Stock Exchange shall govern.

“COMMON STOCK” as used in this Certificate of Incorporation means the Corporation’s Common Shares, par value $0.50 per share, as the same exists at the date of filing of this Certificate of Incorporation, or any other class of stock resulting from successive changes or reclassifications of such Common Shares consisting solely of changes in par value, or from par value to no par value, or from no par value to par value. However, subject to the provisions of Section 14(e), shares of Common Stock issuable on conversion of shares of Convertible Preferred Stock shall include only shares of the class designated as Common Shares of the Corporation at the date of the filing of this Certificate of Incorporation with the Secretary of State of the State of New Jersey or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation and which are not subject to redemption by the Corporation; PROVIDED that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all classes resulting from all such reclassifications.

“CONVERSION DATE” shall have the meaning set forth in Section 11(a) hereof.

“CONVERSION RATE” shall have the meaning set forth in Section 7(b) hereof.

“CONVERTIBLE PREFERRED STOCK” shall have the meaning set forth in Section 1 hereof.

“CORPORATE TRUST OFFICE” means the principal corporate trust office of the Transfer Agent at which, at any particular time, its corporate trust business shall be administered.

“CURRENT MARKET PRICE” per share of Common Stock or other securities on any date means the average of the daily Closing Prices for the five consecutive Trading Days preceding the earlier of the day preceding

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the date in question and the day before the “ex date” with respect to the issuance or distribution requiring such computation, if applicable. The term “ex date,” when used with respect to any issuance or distribution, means the first date on which the Common Stock or other security trades without the right to receive the issuance or distribution. For the purposes of determining the adjustment to the Conversion Rate for the purposes of Section 14(a)(iv)(B) hereof the Current Market Price per share of Common Stock means the average of the Closing Prices over the first ten Trading Days commencing on and including the fifth Trading Day following the “ex-date” for such distribution.

“DEPOSITARY” means DTC or its nominee or any successor appointed by the Corporation.

“DIVIDEND PAYMENT DATE” means (i) the 15th calendar day of February, May, August and November of each year, or the following Business Day if such day is not a Business Day, prior to the Mandatory Conversion Date and (ii) the Mandatory Conversion Date.

“DIVIDEND PERIOD” means the period ending on the day before a Dividend Payment Date and beginning on the preceding Dividend Payment Date or, if there is no preceding Dividend Payment Date, on the first date of issuance of the Convertible Preferred Stock.

“DIVIDEND THRESHOLD AMOUNT” shall have the meaning set forth in Section 14(a)(v) hereof.

“DTC” means The Depository Trust Company.

“EARLY CONVERSION” shall have the meaning set forth in Section 8(a) hereof.

“EARLY CONVERSION DATE” means the effective date of any conversion of Convertible Preferred Stock pursuant to Section 8 hereof.

“EXCHANGE PROPERTY” shall have the meaning set forth in Section 14(e) hereof.

“EXPIRATION TIME” shall have the meaning set forth in Section 14(a)(vi) hereof.

“FAIR MARKET VALUE” means (a) in the case of any Spin-Off, the fair market value of the portion of those shares of capital stock or similar equity interests so distributed applicable to one share of Common Stock as of the fifteenth Trading Day after the “ex-date” for such Spin-Off, and (b) in all other cases the fair market value as determined in good faith by the Board, whose determination shall be conclusive and described in a resolution of the Board.

“FIXED CONVERSION RATES” means the Maximum Conversion Rate and the Minimum Conversion Rate.

“GLOBAL PREFERRED SHARE” shall have the meaning set forth in Section 17(a) hereof.

“GLOBAL SHARES LEGEND” shall have the meaning set forth in Section 17(a) hereof.

“HOLDER” means the person in whose name the shares of the Convertible Preferred Stock are registered, which may be treated by the Corporation and the Transfer Agent as the absolute owner of the shares of Convertible Preferred Stock for the purpose of making payment and settling conversions and for all other purposes.

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“INITIAL PRICE” shall have the meaning set forth in Section 7(b) hereof.

“JUNIOR SECURITIES” shall have the meaning set forth in Section 2 hereof.

“LIQUIDATION PREFERENCE” means, as to the Convertible Preferred Stock, $250 per share, as adjusted pursuant to the terms hereof.

“MAKE-WHOLE ACQUISITION” means the consummation of any acquisition (whether by means of a liquidation, share exchange, tender offer, consolidation, recapitalization, reclassification, merger of the Corporation or any sale, lease or other transfer of the consolidated assets of the Corporation and its subsidiaries) or a series of related transactions or events pursuant to which 90% or more of the Corporation’s outstanding shares of Common Stock are exchanged for, converted into or constitutes solely the right to receive cash, securities or other property more than 10% of which consists of cash, securities or other property that are not, or upon issuance will not be, shares of common equity or American depositary receipts in respect of common equity traded on the New York Stock Exchange, the Nasdaq Global Select Market or Nasdaq Global Market.

“MAKE-WHOLE ACQUISITION CONVERSION” shall have the meaning set forth in Section 10(a) hereof.

“MAKE-WHOLE ACQUISITION CONVERSION DATE” means the effective date of a Make-Whole Acquisition Conversion of Convertible Preferred Stock pursuant to Section 10 hereof.

“MAKE-WHOLE ACQUISITION CONVERSION NOTICE” shall have the meaning set forth in Section 10(b) hereof.

“MAKE-WHOLE ACQUISITION CONVERSION PERIOD” shall have the meaning set forth in Section 10(a) hereof.

“MAKE-WHOLE ACQUISITION CONVERSION RATE” means the conversion rate set forth in the table below for the applicable effective date of the Make-Whole Acquisition and the applicable Make-Whole Acquisition Stock Price (as Make-Whole Acquisition Stock Prices in the column headings for the table below are adjusted pursuant to Section 14 hereof):


	Stock Price
Effective Date	$10.00	$15.00	$20.00	$25.00	$27.50	$30.00	$33.69	$35.00	$40.00	$45.00	$50.00	$55.00	$60.00	$65.00	$75.00	$100.00
8/15/2007	8.1797	7.9890	7.8360	7.7129	7.6145	7.4869	7.3271	7.2854	7.1930	7.1697	7.1685	7.1673	7.1676	7.1678	7.1681	7.1685
8/15/2008	8.7368	8.6200	8.4101	8.0711	7.8702	7.6758	7.4494	7.3929	7.2777	7.2515	7.2485	7.2488	7.2494	7.2500	7.2503	7.2523
8/15/2009	8.9569	8.9515	8.8654	8.5305	8.2348	7.9071	7.5392	7.4625	7.3432	7.3303	7.3302	7.3309	7.3315	7.3321	7.3329	7.3343
8/13/2010	9.0909	9.0909	9.0909	9.0909	9.0909	8.3333	7.4206	7.4206	7.4206	7.4206	7.4206	7.4206	7.4206	7.4206	7.4206	7.4206

If the Make-Whole Acquisition Stock Price is in excess of $100.00 per share (subject to adjustment pursuant to Section 14 hereof), then the Make-Whole Acquisition Conversion Rate will be the Minimum Conversion Rate (subject to adjustment pursuant to Section 14 hereof). If the Make-Whole Acquisition Share Price is less than $10.00 per share (subject to adjustment pursuant to Section 14 hereof), then the Make-Whole Acquisition Conversion Rate will be the Maximum Conversion Rate (subject to adjustment pursuant to Section 14 hereof).

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If the effective date falls between the dates set forth under the heading “Effective Date” in the table above, or if the Make-Whole Acquisition Stock Price falls between two amounts set forth on the table above, the Make-Whole Acquisition Conversion Rate will be determined by straight-line interpolation between the Make-Whole Acquisition Conversion Rates set forth for the higher and lower Make-Whole Acquisition Stock Prices and effective two dates, based on a 365-day year.

The Make-Whole Acquisition Stock Prices set forth in the table above are subject to adjustment pursuant to Section 14(f) hereof.

“MAKE-WHOLE ACQUISITION STOCK PRICE” means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the effective date of the Make-Whole Acquisition.

“MANDATORY CONVERSION DATE” means immediately prior to the close of business on August 13, 2010.

“MANDATORY REORGANIZATION CONVERSION” shall have the meaning set forth in Section 10A(a) hereof.

“MAXIMUM CONVERSION RATE” shall have the meaning set forth in Section 7(b) (iii) hereof.

“MINIMUM CONVERSION RATE” shall have the meaning set forth in Section 7(b)(i) hereof.

“NON-ELECTING SHARE” shall have the meaning set forth in Section 14(e) hereof.

“OFFER EXPIRATION TIME” shall have the meaning set forth in Section 14(a)(vii) hereof.

“OFFICER” means the Chief Executive Officer, the Chief Operating Officer, any Vice President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Corporation.

“OFFICER’S CERTIFICATE” means a certificate of the Corporation, signed by any duly authorized Officer of the Corporation.

“PARITY SECURITIES” shall have the meaning set forth in Section 2 hereof.

“PERSON” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

“PREFERRED STOCK DIRECTOR” shall have the meaning set forth in Section 5(c) hereof.

“PROVISIONAL CONVERSION” shall have the meaning set forth in Section 9(a) hereof.

“PROVISIONAL CONVERSION DATE” means the date fixed for conversion of shares of Convertible Preferred Stock into shares of Common Stock pursuant to Section 9 hereof.

“PROVISIONAL CONVERSION NOTICE” shall have the meaning set forth in Section 9(b) hereof.

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“PROVISIONAL CONVERSION NOTICE DATE” shall have the meaning set forth in Section 9(a) hereof.

“PURCHASED SHARES” shall have the meaning set forth in Section 14(a)(vi) hereof.

“RECORD DATE” means the first Business Day of the calendar month in which the applicable Dividend Payment Date falls.

“RECORD HOLDER” means the Holder of record of the Convertible Preferred Stock as they appear on the stock register of the Corporation at the close of business on a Record Date.

“REGISTRAR” shall mean the Transfer Agent acting in its capacity as registrar for the Convertible Preferred Stock, and its successors and assigns.

“REORGANIZATION CONVERSION DATE” shall have the meaning set forth in Section 10A(a) hereof.

“REORGANIZATION CONVERSION NOTICE” shall have the meaning set forth in Section 10A(b) hereof.

“REORGANIZATION CONVERSION NOTICE DATE” shall have the meaning set forth in Section 10A(b) hereof.

“REORGANIZATION EVENT” shall have the meaning set forth in Section 14(e) hereof.

“SENIOR SECURITIES” shall have the meaning set forth in Section 2 hereof.

“SPIN-OFF” means a dividend or other distribution of shares of capital stock of any class or series, or similar equity interests, of or relating to a subsidiary or other business unit of the Corporation.

“THRESHOLD APPRECIATION PRICE” shall have the meaning set forth in Section 7(b) hereof.

“TRADING DAY” means a day on which the Common Stock:

1. is not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business; and

2. has traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock.

“TRANSFER AGENT” means Wells Fargo Shareowner Services acting as transfer agent, Registrar, paying agent and conversion agent for the Convertible Preferred Stock, and its successors and assigns.

“TREASURY YIELD” means the yield to maturity at the time of computation of U.S. Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Provisional Conversion Date (or, if such Statistical Release is no longer published, any publicly available source for similar market data)) most nearly equal to the then remaining term through and including the Mandatory Conversion Date; PROVIDED, HOWEVER, that if the then remaining term through and including the Mandatory Conversion Date is not equal to the constant

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maturity of a U.S. Treasury security for which a weekly average yield is given, the Treasury Yield shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of U.S. Treasury securities for which such yields are given, except that if the then remaining term through and including the Mandatory Conversion Date is less than one year, the weekly average yield on actually traded U.S. Treasury securities adjusted to a constant maturity of one year shall be used.

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Exhibit 3.2

By-Laws

Merck & Co., Inc.

A R T I C L E I.

STOCKHOLDERS.

SECTION 1. Annual Meeting . A meeting of the stockholders of Merck & Co., Inc. (hereinafter referred to as “the Company”) shall be held at such places as may from time to time be designated by the Board of Directors and stated in the notice of the meeting, on the fourth Tuesday in April in each year (or as close as practicable thereto), for the purpose of electing Directors and for the transaction of such other business as may properly be brought before the meeting.

SECTION 2. Special Meetings . Special meetings of the stockholders may be held at any location designated by the Board of Directors whenever and as often as the Board of Directors shall call such meetings. Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, such meetings shall be called at any time upon the written request of the holders of record of 25% or more of the stock of the Company entitled to vote at any such meeting. The date for any such meeting requested by the stockholders must be set by the Board of Directors for a date within 60 to 90 days after the Board receives the written request.

SECTION 3. Notice of Meetings; Waiver of Notice . At least ten days’ written or printed notice of the time and place of every meeting of the stockholders shall be mailed or delivered personally to each stockholder of record entitled to vote at such meeting at such holder’s last address appearing on the books of the Company which notice shall state in general terms the object of the meeting. By unanimous written waiver of notice of the meeting signed by or on behalf of all stockholders entitled to vote at such meeting, any meeting of the stockholders may be held without notice.

SECTION 4. Quorum . Except as otherwise provided in the Restated Certificate of Incorporation of the Company, the holders of a majority in interest of all the stock of the Company, entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders; but, if there be less than a quorum represented at any such meeting, a majority in interest so represented may adjourn the meeting from time to time.

SECTION 5. Voting and Inspectors . At all meetings of the stockholders every registered owner of shares entitled to vote may vote in person or by proxy, and each holder of shares of Common Stock shall have one vote for every such share standing in such holder’s name on the books of the Company.

Prior to such meetings the Board of Directors shall appoint one or more Inspectors of Election, who shall first subscribe an oath to execute faithfully the duties of Inspector at such meeting with strict impartiality and according to the best of their ability, and who shall take charge of the polls, and after the balloting, shall make a certificate of the result of the vote taken; but no candidate for the office of Director shall be appointed as such Inspector.

SECTION 6. Notification of Proposed Business . Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, business may be presented for consideration at an annual meeting of the stockholders by the Board of Directors, a Committee appointed by the Board or any stockholder entitled to vote on the business proposed. Any stockholder may present business for consideration by the stockholders at an annual meeting of stockholders only if written notice of such stockholder’s intent to present such business is delivered to the Secretary of the Company at the principal executive offices of the Company not less than 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders. Each such notice shall set forth: (a) the name and address of the stockholder who intends to present the business at the meeting of the stockholders and a brief description of the business intended to be presented, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder; (b) a representation that the stockholder is a holder of record of stock of the Company entitled to vote on such business at such meeting and intends to appear in person or by proxy at the meeting to present the business specified in the notice; (c) a description of all arrangements or understandings between the stockholder and any other person or persons (naming such person or persons) with respect to the business to be presented; and (d) such other information regarding the business to be presented as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had such business been presented, or intended to be presented, by the Board of Directors. Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, business may only be presented for consideration at a special meeting of the stockholders by the Board of Directors, a Committee appointed by the Board or, at a special meeting called upon the written request of the stockholders pursuant to Section 2 of this Article I, if such business is set forth in such written request. The chairman of any meeting of the stockholders may refuse to acknowledge any business sought to be presented at the meeting of the stockholders other than in compliance with the foregoing procedure. Notwithstanding the foregoing provisions of this Section 6, a stockholder who seeks to have any proposal included in the Company’s proxy materials must provide notice as required by and otherwise comply with the applicable requirements of the rules and regulations under the Securities Exchange Act of 1934, as amended. The foregoing provisions shall not apply to nominations for the election of directors, which shall be governed by Section 2 of Article II.

A R T I C L E II.

BOARD OF DIRECTORS.

SECTION 1. Number; Time of Holding Office . The business, property and concerns of the Company shall be managed and controlled by the Board of Directors, and each Director shall serve for the term for which elected or until such time as a successor shall have been duly chosen and shall have qualified.

The number of Directors constituting the Board of Directors shall be the number, not less than 10 nor more than 18, fixed from time to time by a majority vote of the whole Board of Directors, subject to the rights of the holders of any class or series of Preferred Stock then outstanding; provided, no decrease in the number of Directors shall shorten the term of any incumbent Director.

SECTION 2. Nominations . Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, nominations for the election of Directors may be made by the Board of Directors or by a Committee appointed by the Board or by any stockholder entitled to vote for the election of Directors. Any stockholder entitled to vote for the election of Directors at a meeting may nominate persons for election as Directors only if written notice of such stockholder’s intent to make such nomination is delivered to the Secretary of the Company at the principal executive offices of the Company not less than (i) with respect to an election to be held at an annual meeting of stockholders, 120 days prior to the anniversary date of the immediately preceding annual meeting of stockholders, and (ii) with respect to an election of directors to be held at a special meeting of stockholders, the close of business on the seventh day following the date on which notice of such meeting is first given to stockholders. Each such notice of nomination shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d) such other information regarding each nominee proposed by such stockholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated, or intended to be nominated, by the Board of Directors; and (e) the consent of each nominee to serve as a Director of the Company if so elected. The chairman of the meeting may refuse to acknowledge the nomination of any person made without compliance with the foregoing procedure.

SECTION 3. Qualifications . Every Director shall be a holder of at least one share of the stock of the Company and shall cease to be a Director of the Company when no longer such holder. The retirement age of and other restrictions and qualifications for Directors shall be fixed from time to time by majority vote of the whole Board. Notwithstanding the foregoing, the requirements of this Article II, Section 3 shall not apply to Directors nominated and elected pursuant to Section 5(c) of Annex A to the Restated Certificate of Incorporation of the Company.

SECTION 4. Vacancies . Subject to the rights of the holders of any class or series of Preferred Stock then outstanding, whenever any vacancy shall occur in the Board of Directors by death, resignation or otherwise, it shall be filled by a majority vote of the Directors then in office, though less than a quorum, but any such Director so elected shall hold office only until the next succeeding annual meeting of stockholders or until his or her successor shall have been elected and qualified.

SECTION 5. Place of Meeting . The Directors may hold their meetings and have offices and keep the books of the Company in such places within or without the State of New Jersey as the Board may from time to time determine.

SECTION 6. Regular Meetings . Regular meetings of the Board of Directors shall be held at such time and on such notice as the Directors may from time to time determine.

The annual meeting for the election of the officers of the Company shall, if practicable, be held immediately after the annual meeting of the stockholders; and no notice thereof need be given.

SECTION 7. Special Meetings . Special meetings of the Board may be held at any time upon the call of the Chairman of the Board, the President, or a quorum of Directors, by oral, electronic, telephonic or written notice, communicated to each Director not less than one day before such meeting.

SECTION 8. Waiver of Notice of Meeting . Notice of any meeting of the Board of Directors may be waived in writing by any Director either before or after the time of such meeting; and at any meeting at which every Director shall be present, even though without any notice, any business may be transacted.

SECTION 9. Quorum . A majority of the Board of Directors shall constitute a quorum of the Board for the transaction of business; but, if there be less than a quorum present at any meeting of the Board, the Directors present may adjourn the meeting from time to time.

SECTION 10. Committees . The Board of Directors may from time to time appoint from among its members committees with such powers and functions as the Board may delegate and specify. The quorum requirements and other rules of procedure for committees of the Board shall be determined by resolution of the Board of Directors.

SECTION 11. Letters of Attorney . The Board of Directors may authorize the Chairman of the Board or any other officer or officers of the Company to confer all kinds of letters of attorney upon any person, persons or entities, with all the faculties and limitations that the Chairman of the Board or they may deem convenient and also to revoke the same in whole or in part.

A R T I C L E III.

OFFICERS.

SECTION 1. Officers . The officers of the Company shall be elected by the Board of Directors; there may be a Chairman of the Board, and there shall be a President, a Controller, a Secretary and a Treasurer, and such other officers as the Board of Directors may designate. Divisional officers, who shall not be officers of the Company, may be appointed by the Chairman of the Board to perform such duties as may be assigned from time to time by, or under the authority of, the Chairman of the Board.

The same person, whether an officer of the Company or a divisional officer, may hold more than one office, so far as permitted by law, and exercise and perform the powers and duties thereof.

SECTION 2. Agents and Employees . The Board of Directors may from time to time appoint agents and employees of the Company and may assign to them such powers and duties as the Board of Directors may from time to time deem proper.

SECTION 3. Powers and Duties of the Chairman of the Board . The Chairman of the Board shall preside at all meetings of the stockholders and the Board of Directors; and shall have and possess all such further powers and discharge such further duties as may be assigned from time to time by the Board of Directors. If the Board has not elected a Chairman of the Board these powers shall be held by, and duties shall be discharged by, such person or persons as designated by the Board of Directors.

SECTION 4. Powers and Duties of the President . The President shall have the powers and duties incident to such office and shall perform such other duties as may be assigned from time to time by the Chairman of the Board.

SECTION 5. Powers and Duties of the Controller . The Controller shall have the powers and duties incident to the office, and subject to the direction of the Chairman of the Board, shall perform such other duties as may be assigned from time to time by the Board of Directors or under its authority. It shall be the Controller’s duty to report directly to the Board of Directors on matters in which the Controller deems such action necessary.

SECTION 6. Powers and Duties of the Secretary . The Secretary shall have the powers and duties incident to such office, and subject to the direction of the Chairman of the Board, shall perform such other duties as may be assigned from time to time by the Board of Directors or under its authority.

SECTION 7. Powers and Duties of the Treasurer . The Treasurer shall have the powers and duties incident to such office, and subject to the direction of the Chairman of the Board, shall perform such other duties as may be assigned from time to time by the Board of Directors or under its authority.

SECTION 8. Powers and Duties of Other Officers . The other officers shall have such powers and perform such duties as may be assigned to them from time to time by the Board of Directors or under its authority.

SECTION 9. Bills of Exchange, Checks, Notes, Deeds, Contracts, etc . All bonds, debentures, notes, acceptances or other obligations and all bills of exchange, checks, drafts, and other instruments for the payment of money, all deeds of real estate and all contracts, bills of lading, warehouse receipts, insurance policies and other documents requiring signature or endorsement by or on behalf of the Company, shall be signed or endorsed by such officer or officers, person or persons as are designated (i) by the Board of Directors or (ii) pursuant to authorizations duly adopted by the Board of Directors.

A R T I C L E IV.

CAPITAL STOCK: DIVIDENDS: SEAL.

SECTION 1. Certificate of Shares . Ownership or proprietary interest in the assets of the Company may be evidenced by certificates of shares in the capital stock of the Company in such form as the Board may from time to time prescribe, or may be uncertificated shares.

To the extent that shares are represented by certificates, such certificates shall be consecutively numbered and shall be issued in consecutive numerical order; and the name of the person owning the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the stub of each certificate or in some other appropriate record.

No certificate of stock shall be valid unless: (a) signed by the Chairman of the Board or the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary or have engraved or printed thereon their facsimile signatures; (b) countersigned by the duly appointed Transfer Agent of the Company’s stock or have engraved or printed thereon its facsimile signature; (c) registered by the duly appointed Registrar of the Company’s stock; and (d) impressed with the Company’s seal or have a facsimile thereof engraved upon such certificate.

All certificates exchanged or surrendered to the Company shall be cancelled by the Secretary or the Transfer Agent, upon the authority of the Secretary, and no new certificate shall be issued until the old certificate for an equal or greater number of shares has been so surrendered and cancelled. The cancelled certificates, or an appropriate microfilm thereof, shall be preserved with the records of the Company for a period of not less than seven years from the date of cancellation thereof.

The Board may make such additional rules and regulations, as it may deem necessary, not inconsistent with these By-Laws, concerning the issue, registration and transfer of certificated or uncertificated shares.

SECTION 2. Lost or Stolen Certificates . No certificates of shares in the Capital Stock of the Company shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, unless the Board of Directors is, or such Transfer Agent or officer or officers of the Company as may be designated by the Board of Directors are, satisfied as to such loss, destruction or theft, and unless a bond of indemnity against loss or damage on account of such alleged lost, destroyed or stolen certificate has been furnished to the Transfer Agent or the Company. Such bond shall be approved by the Board of Directors, or by such Transfer Agent or officer or officers of the Company as may be designated by the Board of Directors, as to its amount and sufficiency. Proper and sufficient evidence of such loss, destruction or theft shall be produced to the Board or such designated officer or officers if they require the same.

SECTION 3. Transfer of Shares . Shares in the Capital Stock of the Company shall be transferred on the books of the Company only by the holder thereof, or by such holder’s attorney or lawful successor, upon surrender and cancellation of certificates for a like number of shares if such shares are represented by certificates, with duly executed assignment thereof and power to

transfer endorsed thereon or attached thereto in form prescribed by the Company or, if authorized by the Secretary, by the duly appointed Transfer Agent of the Company’s stock and with evidence of the legal sufficiency of such transfer satisfactory to the officers or counsel or, if so authorized by the Secretary, to the Transfer Agent.

SECTION 4. Closing of Transfer Books and Fixing of Record Date . The Board of Directors shall have power to close the stock transfer books of the Company for a period not exceeding sixty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of Capital Stock shall go into effect. In lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of Capital Stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend, or such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of Capital Stock, and in such case only stockholders of record on the date so fixed shall be entitled to such notice of and to vote at such meeting, or to receive payment of such dividend, or allotment of rights or to exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Company after any such record date fixed as aforesaid.

SECTION 5. Dividends, etc . The Board of Directors may, in the exercise of its discretion and in conformity with the provisions of the Restated Certificate of Incorporation of the Company, from time to time fix and vary the amount of the working capital of the Company and determine what, if any, dividends shall be declared and paid to stockholders out of the surplus or net profits of the Company.

SECTION 6. Fiscal Year . The fiscal year of the Company shall begin on the 1st day of January and shall end on the 31st day of December.

SECTION 7. Voting Stocks of Other Corporations . Unless otherwise ordered by the Board of Directors, the Chairman of the Board shall have full power and authority in behalf of the Company to attend and to act and to vote at any meeting of stockholders of any corporation in which this Company may hold stock and at any such meeting shall possess and may exercise any and all the rights and powers incident to the ownership of such stock. The Chairman of the Board shall have full power and authority to delegate these powers to any other person or persons with the right of redelegation.

SECTION 8. Corporate Seal . The Board of Directors shall provide a suitable seal, bearing the name of the Company, which seal shall be in the charge of the Secretary.

A R T I C L E V.

INDEMNIFICATION OF DIRECTORS AND OTHERS.

SECTION 1. Directors, Officers and Employees of the Company. Any former, present or future Director, officer or employee of the Company or the legal representative of any such Director, officer or employee shall be indemnified by the Company

(a) against reasonable costs, disbursements and counsel fees paid or incurred where such person has been successful in the defense on the merits or otherwise of any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding, or in defense of any claim, issue or matter therein, brought by reason of such person’s being or having been such Director, officer or employee, and

(b) with respect to the defense of any such action, suit, proceeding, inquiry or investigation for which indemnification is not made under (a) above, against reasonable costs, disbursements (which shall include amounts paid in satisfaction of settlements, judgments, fines and penalties, exclusive, however, of any amount paid or payable to the Company) and counsel fees if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and in connection with any criminal proceeding such person also had no reasonable cause to believe the conduct was unlawful, with the determination as to whether the applicable standard of conduct was met to be made by a majority of the members of the Board of Directors (sitting as a Committee of the Board) who were not parties to such inquiry, investigation, action, suit or proceeding or by any one or more disinterested counsel to whom the question may be referred by the Board of Directors; provided, however, in connection with any proceeding by or in the right of the Company, no indemnification shall be provided as to any person adjudged by any court to be liable to the Company except as and to the extent determined by such court.

The termination of any such inquiry, investigation, action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that such person did not meet the standards of conduct set forth in subsection (b) above.

Reasonable costs, disbursements and counsel fees incurred by such person in connection with any inquiry, investigation, action, suit or proceeding may be paid by the Company in advance of the final disposition of such matter if authorized by a majority of the Board of Directors (sitting as a Committee of the Board) not parties to such matter or, if there are no such members of the Board of Directors, a majority of the members of the Board of Directors, in each case upon receipt by the Company of an undertaking by or on behalf of such person to repay such amount unless it is ultimately determined that such person is entitled to be indemnified as set forth herein.

SECTION 2. Directors, Trustees, Officers and Employees of Other Companies . The Board of Directors may, at any regular or special meeting of the Board, by resolution, accord similar indemnification (prospective or retroactive) to any director, trustee, officer or employee

of any other company who is serving as such at the request of the Company and any officer, director or employee of any constituent corporation absorbed by the Company in a consolidation or merger, or the legal representative of any such director, trustee, officer or employee.

SECTION 3. Indemnification Not Exclusive . The indemnification and advancement of expenses provided for in this Article V shall not exclude any other rights to which any person contemplated by this Article V may be entitled as a matter of law or which may be lawfully granted; provided that no indemnification shall be made to or on behalf of such person if a judgment or other final adjudication adverse to such person establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to the Company or its stockholders, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by such person of an improper personal benefit.

SECTION 4. Insurance . The Company may purchase and maintain insurance to protect itself and any person contemplated by this Article V against any expenses incurred in any proceeding and any liabilities asserted against him or her by reason of his or her being or having been a director, officer or employee, whether or not the Company would have the power to indemnify him or her against such expenses and liabilities under the provisions of this Article V. The Company may purchase such insurance from, or such insurance may be reinsured in whole or in part by, an insurer owned by or otherwise affiliated with the Company, whether or not such insurer does business with other insureds.

A R T I C L E VI.

AMENDMENTS TO BY-LAWS.

The Board of Directors shall have power to make, alter and repeal By-Laws of the Company by a vote of a majority of all of the Directors at any regular or special meeting of the Board, provided that, unless every Director shall be present at such meeting, the notice or waiver of notice of such meeting shall have specified or summarized the proposed action. The stockholders may make, alter, and repeal By-Laws of the Company by a vote of a majority of the votes cast at any meeting, provided that the notice or waiver of notice of such meeting shall have specified or summarized the proposed action.

Exhibit 4.3

Merck Sharp & Dohme Corp., formerly known as Merck & Co., Inc.

and Merck & Co., Inc., formerly known as Schering-Plough Corporation, as Guarantor

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Trustee

(as successor to Morgan Guaranty Trust Company of New York)

Second Supplemental Indenture

Dated as of November 3, 2009

Indenture

Dated as of April 1, 1991

SUPPLEMENTAL INDENTURE, dated as of November 3, 2009 (the “ Supplemental Indenture ”) among Merck Sharp & Dohme Corp., formerly known as Merck & Co., Inc., a corporation duly organized and existing under the laws of the State of New Jersey (the “ Company ”), having its principal office at One Merck Drive, Whitehouse Station, New Jersey 08889, Merck & Co., Inc., formerly known as Schering-Plough Corporation, a corporation duly organized and existing under the laws of the State of New Jersey, having its principal office at One Merck Drive, Whitehouse Station, New Jersey 08889 (the “ Guarantor ”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States (as successor to Morgan Guaranty Trust Company of New York), as Trustee (the “ Trustee ”).

R E C I T A L S

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of April 1, 1991, as supplemented by the First Supplemental Indenture dated as of October 1, 1997 (herein called the “ Indenture ”) between the Company and the Trustee. All terms used in this Supplemental Indenture which are defined in the Indenture shall have the same meanings assigned to them in the Indenture.

Whereas, there have previously been issued and are now outstanding under the Indenture, the following series of Securities: $250,000,000 aggregate principal amount of the Company’s 5?% Notes due 2011, $1,250,000,000 aggregate principal amount of the Company’s 1.875% Notes due 2011, $500,000,000 aggregate principal amount of the Company’s 4.375% Notes due 2013, $1,000,000,000 aggregate principal amount of the Company’s 4.75% Notes due 2015, $1,000,000,000 aggregate principal amount of the Company’s 4.000% Notes due 2015, $1,250,000,000 aggregate principal amount of the Company’s 5.000% Notes due 2019, $250,000,000 aggregate principal amount of the Company’s 6.3% debentures due 2026, $500,000,000 aggregate principal amount of the Company’s 6.4% debentures due 2028, $500,000,000 aggregate principal amount of the Company’s 5.95% debentures due 2028, $500,000,000 aggregate principal amount of the Company’s 5¾% Notes due 2036, $112,947,000 aggregate principal amount of the Company’s 5.76% Notes due 2037, $750,000,000 aggregate principal amount of the Company’s 5.850% Notes due 2039, $35,000,000 aggregate principal amount of the Company’s floating rate notes due November 27, 2040, $46,000,000 aggregate principal amount of the Company’s floating rate notes due December 21, 2040, $25,000,000 aggregate principal amount of the Company’s floating rate notes due December 27, 2040, $26,000,000 aggregate principal amount of the Company’s floating rate notes due February 6, 2041, $34,670,000 aggregate principal amount of the Company’s floating rate notes due June 21, 2041, $25,000,000 aggregate principal amount of the Company’s floating rate notes due July 18, 2041, $43,053,000 aggregate principal amount of the Company’s floating rate notes due December 21, 2041, $30,000,000 aggregate principal amount of the Company’s floating rate notes due November 28, 2041, $75,522,000 aggregate principal amount of the Company’s floating rate notes due August 22, 2042, $68,514,000 aggregate principal amount of the Company’s floating rate notes due February 18, 2043, and $41,225,000 aggregate principal amount of the Company’s floating rate notes due February 12, 2044 (collectively, the “ Notes ”).

WHEREAS, the Guarantor has become the ultimate parent company of the Company and desires to add a covenant to fully and unconditionally guarantee all of the obligations of the Company under the Notes and the Indenture on the terms set forth herein promptly after the closing of the Merger (as defined below).

WHEREAS, Section 901(2) of the Indenture provides that, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at

any time and from time to time, may enter into one or more indentures supplemental thereto, in form satisfactory to the Trustee, to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power conferred in the Indenture upon the Company.

WHEREAS, Section 901(9) of the Indenture provides that, without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental thereto, in form satisfactory to the Trustee, to cure any ambiguity, to correct or supplement any provision in the Indenture which may be defective or inconsistent with any other provision therein, or to make any other provisions with respect to matters or questions arising under the Indenture, provided that such action shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

WHEREAS, the Company has delivered to the Trustee an Opinion of Counsel pursuant to Section 903 of the Indenture stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture.

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company and the Guarantor, in accordance with its terms, have been done.

NOW, THEREFORE, for and in consideration of the premises and the covenants contained in this Supplemental Indenture, the parties hereto hereby agree for the equal and proportionate benefit of all Holders of the Notes as follows:

SECTION 1. (a) For all purposes of this Supplemental Indenture:

(1) All references herein to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of this Supplemental Indenture and, where so specified, to the Articles and Sections of the Indenture as supplemented by this Supplemental Indenture; and

(2) The terms “hereof”, “herein”, “hereby”, “hereto”, “hereunder” and “herewith” refer to this Supplemental Indenture.

(b) For all purposes of the Indenture and this Supplemental Indenture, with respect to the Notes, except as otherwise expressly provided or unless the context otherwise requires:

“ Guarantee ” means the guarantee of the Company’s obligations under the Notes of the applicable series and the Indenture by the Guarantor under this Supplemental Indenture.

“ Guaranteed Obligations ” has the meaning specified in Section 3(a)(1) hereof.

“ Guarantor ” means the Person named as the “Guarantor” in the first paragraph of this Supplemental Indenture until a successor Person shall have become such pursuant to the applicable provisions of the Indenture, and thereafter “Guarantor” shall mean such successor Person.

SECTION 2: COVENANT TO GUARANTEE.

As a result of the closing of the merger of the Company with the Guarantor, the Guarantor covenants and agrees to execute and deliver to the Trustee a supplemental indenture pursuant to which the Guarantor will agree to fully and unconditionally guarantee, on a senior unsecured basis, all of the Company’s obligations under the Notes, with such Guarantee is to be automatically and unconditionally released and discharged if (1) at any time the Guarantor has no Debt outstanding and does not guarantee the Debt of any Subsidiary (other than the Notes), or (2) the Indenture has been satisfied and discharged in accordance with Section 401 of the Indenture.

SECTION 3: GUARANTEE.

(a) Guarantee .

(1) With respect to each series of Notes, the Guarantor hereby fully and unconditionally guarantees to each Holder of that series of Notes and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes of that series, whether for payment of principal of, or interest, premium, if any, on, the Notes of that series and all other monetary obligations of the Company under the Indenture and the Notes of that series and (2) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes of that series (all the foregoing being hereinafter collectively called the “ Guaranteed Obligations ” with respect to the Notes of that series). The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor, and that the Guarantor shall remain bound under this Section 3 notwithstanding any extension or renewal of any Guaranteed Obligation.

(2) The Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. The Guarantor waives notice of any default under the Notes of each series or the Guaranteed Obligations with respect to each series of Notes. The obligations of the Guarantor hereunder shall not be affected by (1) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Notes or any other agreement or otherwise; (2) any extension or renewal of any thereof; (3) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; (4) the release of any security held by any Holder or the Trustee for the Guaranteed Obligations or any of them; or (5) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations.

(3) The Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the

Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Guarantor hereunder. The Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against the Guarantor.

(4) The Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any Holder or the Trustee to any security held for payment of the Guaranteed Obligations.

(5) Except as expressly set forth in Section 3(d) of this Supplemental Indenture, the obligations of the Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity.

(6) Except as expressly set forth in Section 3(d) of this Supplemental Indenture, the Guarantor agrees that its Guarantee of a particular series of Notes shall remain in full force and effect until payment in full of all the Guaranteed Obligations of that series of Notes. The Guarantor further agrees that its Guarantee herein of a particular series of Notes shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation of that series of Notes is rescinded or must otherwise be restored by any Holder of that series of Notes or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

(7) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against the Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation of a particular series of Notes when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation with respect to that series of Notes, the Guarantor, hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (1) the unpaid principal amount of such Guaranteed Obligations with respect to that series of Notes, (2) accrued and unpaid interest on

such Guaranteed Obligations with respect to that series of Notes (but only to the extent not prohibited by law) and (3) all other monetary obligations of the Company to the Holders of that series of Notes and the Trustee.

(8) The Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guaranteed Obligations of a particular series of Notes guaranteed hereby until payment in full of all Guaranteed Obligations with respect to that series of Notes. The Guarantor further agrees that, as between it, on the one hand, and the Holders of a particular series of Notes and the Trustee, on the other hand, (1) the maturity of the Guaranteed Obligations guaranteed hereby with respect to that series of Notes may be accelerated as provided in the Indenture for the purposes of the Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Guaranteed Obligations with respect to that series of Notes as provided in the Indenture, the Guaranteed Obligations with respect to that series of Notes (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Section 3.

(9) The Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 3.

(10) Upon request of the Trustee, the Guarantor shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture.

(b) No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders of any series of Notes in exercising any right, power or privilege under this Section 3 shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders of each series of Notes herein expressly specified are cumulative and not exclusive of any other rights, remedies or benefits which either may have under this Section 3 at law, in equity, by statute or otherwise.

(c) Modification. No modification, amendment or waiver of any provision of this Section 3, nor the consent to any departure by the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstances.

(d) Release of Guarantor.

The Guarantor shall, upon the occurrence of either of the following events, be automatically and unconditionally released and discharged from all obligations under this Supplemental Indenture and its Guarantee of each series of the Notes and the Holders of each series of the Notes will be deemed to have consented to such release without any action required on the part of the Trustee or any Holder of the Notes if:

(i) at any time the Guarantor has no Debt outstanding and does not guarantee the Debt of any Subsidiary of the Guarantor (other than the Notes); or

(ii) the Indenture has been satisfied and discharged in accordance with Section 401 of the Indenture.

If the conditions to release contained in this Section 3(d) have been satisfied, the Trustee shall execute any documents reasonably requested by the Company or the Guarantor in order to evidence the release of the Guarantor from all of its obligations under the Guarantee and the Indenture. Notwithstanding the foregoing, any failure to execute such documents shall in no way affect the release of the Guarantor pursuant to this Section 3(d), which release shall be automatic and unconditional upon satisfaction of either of the conditions to release set forth in clause (i) or (ii) above.

(e) Limitation on Guarantor Liability. It is hereby agreed that the Guarantee of the Guarantor shall not constitute a fraudulent transfer, fraudulent conveyance or fraudulent obligation for purposes of any applicable Federal or State bankruptcy, insolvency or reorganization or other similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Guarantee. The obligations of the Guarantor shall be limited to the maximum amount which will, after giving effect to all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contributions from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 3 that are relevant under such laws, result in the obligations of the Guarantor under its Guarantee not constituting a fraudulent conveyance, fraudulent transfer or fraudulent obligation under federal or state law. Until such time as the Notes of any particular series are paid in full, the Guarantor, with respect to such series of Notes, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Section 3.

SECTION 4. If any provision hereof limits, qualifies or conflicts with another provision hereof which is required to be included in this Supplemental Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.

SECTION 5. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 6. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes of each series, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

SECTION 7. This Supplemental Indenture supplements the Indenture and shall be a part and subject to all the terms thereof. Except as supplemented hereby, the Indenture shall continue in full force and effect.

SECTION 8. This Supplemental Indenture may be executed in any number of counterparts, each of which as so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 9. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, and their respective corporate seals to be hereunder affixed and attested, all as of the day and year first above written.


	MERCK SHARP & DOHME CORP., FORMERLY KNOWN AS MERCK & CO., INC.

	By:	/ S / M ARK M C D ONOUGH

Attest:

/ S / D EBRA A. B OLLWAGE	MERCK & CO., INC., FORMERLY KNOWN AS SCHERING-PLOUGH CORPORATION, AS GUARANTOR

	By:	/ S / B RUCE N. K UHLIK

Attest:

/ S / D EBRA A. B OLLWAGE	U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee

	By:	/ S / P ATRICK C ROWLEY

Attest:

/ S / B EVERLY A. F REENEY

Exhibit 4.4

Merck & Co., Inc., formerly known as Schering-Plough Corporation

and

Merck Sharp & Dohme Corp., formerly known as Merck & Co., Inc., as Guarantor

The Bank of New York Mellon,

as Trustee

Fifth Supplemental Indenture

Dated as of November 3, 2009

FIFTH SUPPLEMENTAL INDENTURE, dated as of November 3, 2009 (the “ Supplemental Indenture ”) among Merck & Co., Inc., formerly known as Schering-Plough Corporation, a corporation duly organized and existing under the laws of the State of New Jersey, having its principal office at One Merck Drive, Whitehouse Station, New Jersey 08889 (the “ Company ”), Merck Sharp & Dohme Corp., formerly known as Merck & Co., Inc., a corporation duly organized and existing under the laws of the State of New Jersey (the “ Guarantor ”), having its principal office at One Merck Drive, Whitehouse Station, New Jersey 08889, and The Bank of New York Mellon, formerly known as The Bank of New York, a national banking association duly organized and existing under the laws of the United States, as Trustee (the “ Trustee ”).

R E C I T A L S

WHEREAS, the Company has heretofore executed and delivered to the Trustee an Indenture, dated as of November 26, 2003, as amended and supplemented through the date hereof by the First through Fourth Supplemental Indentures described below (the “ Indenture ”). All terms used in this Supplemental Indenture which are defined in the Indenture shall have the same meanings assigned to them in the Indenture.

WHEREAS, there have previously been issued and are now outstanding under the Indenture, the following series of Securities: $1,250,000,000 aggregate principal amount of 5.30% Senior Notes due 2013, issued pursuant to the First Supplemental Indenture, dated as of November 26, 2003 (the “ 2013 Notes ”), $1,150,000,000 aggregate principal amount of 6.50% Senior Notes due 2033, issued pursuant to the Second Supplemental Indenture, dated as of November 26, 2003 (the “ 2033 Notes ”), $1,000,000,000 aggregate principal amount of 6.00% Senior Notes due 2017 (the “ 2017 Notes ”) and $1,000,000,000 aggregate principal amount of 6.55% Senior Notes due 2037 (the “ 2037 Notes ”), both issued pursuant to the Third Supplemental Indenture, dated as of September 17, 2007 and €500,000,000 aggregate principal amount of 5.000% Senior Notes due 2010 (the “ 2010 Notes ”) and €1,500,000,000 aggregate principal amount of 5.375% Senior Notes due 2014 (the “ 2014 Notes ”), both issued pursuant to the Fourth Supplemental Indenture, dated as of October 1, 2007 (The 2013 Notes, the 2033 Notes, the 2017 Notes, the 2037 Notes, the 2010 Notes and the 2014 Notes are referred to herein collectively as the “ Notes ”).

WHEREAS, the Guarantor has become a wholly-owned subsidiary of the Company and desires to fully and unconditionally guarantee all of the obligations of the Company under the Notes and the Indenture on the terms set forth herein.

WHEREAS, Section 901(11) of the Indenture provides that, without the consent of any Holders, the Company, when authorized by or pursuant to a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental thereto, in form reasonably satisfactory to the Trustee, to add a guarantor or guarantors for any series or all series of the Securities.

WHEREAS, the Company has delivered to the Trustee an Officers’ Certificate and Opinion of Counsel pursuant to Sections 102 and 903 of the Indenture stating that the execution of this Supplemental Indenture is authorized or permitted by the Indenture, that all conditions precedent under the Indenture in connection with the execution and delivery of the Supplemental Indenture have been satisfied and that this Supplemental Indenture constitutes the legal, valid and binding obligation of the Company.

WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company and the Guarantor, in accordance with its terms, have been done.

SECTION 1. (a) For all purposes of this Supplemental Indenture:

(2) The terms “hereof”, “herein”, “hereby”, “hereto”, “hereunder” and “herewith” refer to this Supplemental Indenture.

(b) For all purposes of the Indenture and this Supplemental Indenture, with respect to the Notes, except as otherwise expressly provided or unless the context otherwise requires:

“ Guarantee ” means the guarantee of the Company’s obligations under the Notes of the applicable series and the Indenture by the Guarantor under this Supplemental Indenture.

“ Guaranteed Obligations ” has the meaning specified in Section 2(a)(1) hereof.

SECTION 2: GUARANTEE.

(a) Guarantee .

(1) With respect to each series of Notes, the Guarantor hereby fully and unconditionally guarantees to each Holder of that series of Notes and to the Trustee and its successors and assigns (1) the full and punctual payment when due, whether at Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes of that series, whether for payment of principal of, or interest, premium, if any, on, the Notes of that series and all other monetary obligations of the Company under the Indenture and the Notes of that series and (2) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes of that series (all the foregoing being hereinafter collectively called the “ Guaranteed Obligations ” with respect to the Notes of that series). The Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, in whole or in part, without notice or further assent from the Guarantor, and that the Guarantor shall remain bound under this Section 2 notwithstanding any extension or renewal of any Guaranteed Obligation.

(3) The Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by the Guarantor hereunder. The Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against the Guarantor.

(5) Except as expressly set forth in Section 2(d) of this Supplemental Indenture, the obligations of the Guarantor hereunder shall not be subject to any

reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of the Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any Holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of the Guarantor or would otherwise operate as a discharge of the Guarantor as a matter of law or equity.

(6) Except as expressly set forth in Section 2(d) of this Supplemental Indenture, the Guarantor agrees that its Guarantee of a particular series of Notes shall remain in full force and effect until payment in full of all the Guaranteed Obligations of that series of Notes. The Guarantor further agrees that its Guarantee herein of a particular series of Notes shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation of that series of Notes is rescinded or must otherwise be restored by any Holder of that series of Notes or the Trustee upon the bankruptcy or reorganization of the Company or otherwise.

any stay, injunction or other prohibition preventing such acceleration in respect of the Guaranteed Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Guaranteed Obligations with respect to that series of Notes as provided in the Indenture, the Guaranteed Obligations with respect to that series of Notes (whether or not due and payable) shall forthwith become due and payable by the Guarantor for the purposes of this Section 2.

(b) No Waiver. No delay or omission of the Trustee or the Holders of any series of Notes to exercise any right or remedy under this Section 2 shall impair any right or remedy or constitute a waiver of the right to exercise any right or remedy or an acquiescence therein. Every right and remedy given by this Section 2 or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

(c) Modification. No modification, amendment or waiver of any provision of this Section 2, nor the consent to any departure by the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstances.

(d) Release of Guarantor .

(i) at any time the Guarantor has no Indebtedness outstanding and does not guarantee any Indebtedness of the Company or any Subsidiary of the Company (other than the Notes); or

(ii) the Indenture has been satisfied and discharged in accordance with Section 401 of the Indenture.

If the conditions to release contained in this Section 2(d) have been satisfied, the Trustee shall execute any documents reasonably requested by the Company or the Guarantor in order to evidence the release of the Guarantor from all of its obligations under the Guarantee and the Indenture. Notwithstanding the foregoing, any failure to execute such documents shall in no way affect the release of the Guarantor pursuant to this Section 2(d), which release shall be automatic and unconditional upon satisfaction of either of the conditions to release set forth in clause (i) or (ii) above.

(e) Limitation on Guarantor Liability. It is hereby agreed that the Guarantee of the Guarantor shall not constitute a fraudulent transfer, fraudulent conveyance or fraudulent obligation for purposes of any applicable Federal or State bankruptcy, insolvency or reorganization or other similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to the Guarantee. The obligations of the Guarantor shall be limited to the maximum amount which will, after giving effect to all other contingent and fixed liabilities of the Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contributions from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Section 2 that are relevant under such laws, result in the obligations of the Guarantor under its Guarantee not constituting a fraudulent conveyance, fraudulent transfer or fraudulent obligation under federal or state law. Until such time as the Notes of any particular series are paid in full, the Guarantor, with respect to such series of Notes, hereby waives all rights of subrogation, whether arising by contract or operation of law (including, without limitation, any such right arising under federal bankruptcy law) or otherwise by reason of any payment by it pursuant to the provisions of this Section 2.

SECTION 3. This Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part of the Indenture. Except to the extent amended or supplemented by this Supplemental Indenture, the Company and the Trustee hereby ratify, confirm and reaffirm the Indenture in all respects.

SECTION 4. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

SECTION 5. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAWS).

SECTION 6. This Supplemental Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Supplemental Indenture and shall, to the extent applicable, be governed by such provisions. If any provision in this Supplemental Indenture limits, qualifies or conflicts with another provision hereof which is required to be included herein by any provisions of the Trust Indenture Act, such required provision shall control.

SECTION 7. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 8. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The recitals and statements herein are deemed to be those of the Company and the Guarantor and not those of the Trustee.

SECTION 9. Nothing in this Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors under the Indenture and the Holders of the Notes of each series, any benefit or any legal or equitable right, remedy or claim under this Supplemental Indenture.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.


	MERCK & CO., INC., FORMERLY KNOWN AS SCHERING-PLOUGH CORPORATION

	By:	/ S / B RUCE N. K UHLIK
Attest:

/ S / D EBRA A. B OLLWAGE

	MERCK SHARP & DOHME CORP., FORMERLY KNOWN AS MERCK & CO., INC., AS GUARANTOR

	By:	/ S / P ETER N. K ELLOGG
Attest:

/ S / D EBRA A. B OLLWAGE

	THE BANK OF NEW YORK MELLON, as Trustee

	By:	/ S / C HRISTOPHER G REENE
		Christopher Greene Vice President

Exhibit 10.1

EXECUTION COPY

AMENDMENT NO. 1 TO AMENDED AND RESTATED

FIVE-YEAR CREDIT AGREEMENT

AMENDMENT (this “ Amendment ”) dated as of April 20, 2009 to the Amended and Restated Credit Agreement dated as of April 12, 2006 (as in effect immediately prior to the effectiveness hereof, the “ Existing Credit Agreement ” and as amended by this Amendment, the “ Amended Credit Agreement ”) among MERCK & CO., INC. (the “ Company ”), the LENDERS party thereto (the “ Lenders ”), and CITICORP USA, INC., as Administrative Agent (the “ Administrative Agent ”).

W I T N E S S E T H :

The Company has agreed to combine with (the “ Merger ”) SCHERING–PLOUGH CORPORATION (to be renamed Merck & Co., Inc. upon consummation of the Merger) (the “ Parent ”) pursuant to that certain Agreement and Plan of Merger (the “ Merger Agreement ”) dated March 8, 2009 (the “ Signing Date ”). In connection therewith: (a) pursuant to the Merger Agreement, (i) a wholly-owned subsidiary of the Parent will merge into the Parent and another wholly-owned subsidiary of the Parent will merge into the Company so that the Company, as the surviving entity, will be a direct wholly-owned subsidiary of the Parent, (ii) each share of common stock of the Parent will be converted into the right to receive cash and new common stock of the Parent and (iii) each share of common stock of the Company will be converted into one share of common stock of the Parent; (b) the Company will amend the Existing Credit Agreement on the terms set forth in this Amendment; (c) the Company or the Parent will enter into a new $1,000,000,000 senior unsecured revolving credit facility (the “ Incremental Facility ”); (d) the Company or the Parent will obtain $3,000,000,000 in cash proceeds (before fees and original issue or market discount) from either (i) the issuance of senior unsecured notes (the “ Senior Notes ”) in a public offering or Rule 144A private placement or (ii) if the Company or the Parent, as the case may be, is unable to issue the full amount of the Senior Notes on or prior to the date (the “ Closing Date ”) on which the Merger is consummated, a senior unsecured bridge term loan facility (the “ Bridge Loan Facility ”); and (e) the Company or the Parent will enter into a new $3,000,000,000 senior unsecured asset sale bridge revolving credit facility (“ Asset Sale Facility ”). The Incremental Facility, the Bridge Loan Facility and the Asset Sale Facility are sometimes herein referred to as the “ New Credit Facilities .” The New Credit Facilities together with the Amended Credit Agreement are sometimes herein referred to as the “ Credit Facilities .” For the purpose hereof, “ Transactions ” means, collectively, (a) the execution, delivery and performance by the Company and Parent of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby, (b) the execution, delivery and performance by the Credit Parties of this Amendment and each other Loan Document (as defined in the Amended Credit Agreement), (c) the issuance of the Senior Notes, (d) the use of the proceeds of any of the foregoing, any permanent financing entered into to finance the Merger or refinance the Credit Facilities and (e) the payment of fees in connection with the foregoing.

NOW, THEREFORE, the parties hereto agree as follows:

Section 1 . Defined Terms; References. Unless otherwise specifically defined herein, each term used herein that is defined in the Existing Credit Agreement has the meaning assigned to such term in the Existing Credit Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Existing Credit Agreement and each reference to “the Credit Agreement”, “thereof”, “thereunder”, “therein” and “thereby” and each other similar reference to the Existing Credit Agreement contained in the other Loan Documents shall, after this Amendment becomes effective, refer to the Existing Credit Agreement as amended hereby.

Section 2 . Amendments to the Existing Credit Agreement . With effect from the Amendment No. 1 Effective Date, (a) the Existing Credit Agreement (excluding the Schedules and Exhibits thereto) shall be amended to read in its entirety as set forth in Exhibit A hereto, (b) the Existing Credit Agreement shall be amended by adding Exhibit I thereto substantially in the form of Exhibit B hereto, (c) the Existing Credit Agreement shall be amended by deleting Exhibits E-1, E-2 and F thereto and (d) Exhibit H of the Existing Credit Agreement shall be amended by deleting the words “and it shall remain the sole beneficial owner of the Interest at all times during which it is the record holder of the Interest” in paragraph 1 thereof and deleting the last sentence of paragraph 3 thereof.

Section 3 . Representations of Company. The Company represents and warrants that (i) the representations and warranties of the Company set forth in Article 4 of the Amended Credit Agreement will be true and correct on and as of the Amendment No. 1 Effective Date (giving effect to the Transactions including the amendments set forth herein); provided that this clause (i) shall not be deemed to apply to the representations and warranties set forth in Section 4.05(b), or to representations or warranties to the extent they expressly relate to an earlier date, in which case such representations and warranties shall be true as of such earlier date, and (ii) no Default (as defined in the Amended Credit Agreement) will have occurred and be continuing on the Amendment No. 1 Effective Date (giving effect to the Transactions including the amendments set forth herein).

Section 4 . Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York; provided that with respect to whether a Effective Date Material Adverse Effect shall have occurred and claims relating thereto, such matters shall be governed by and construed in accordance with the laws of the State of New Jersey.

Section 5 . Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

Section 6 . Conditions to Effectiveness of Amendments. The amendments set forth in Section 2 hereof shall become effective upon the Closing Date subject to this Amendment becoming effective pursuant to Section 7 below and subject to the satisfaction of the following conditions (the date of satisfaction of such conditions, the “ Amendment No. 1 Effective Date ”):

(a) Each Lender which shall have submitted a signed counterpart hereof as contemplated by Section 7 not later than 12:00 noon, New York City time, on April 20, 2009 shall have received an amendment fee in an amount equal to 0.125% of such Lender’s Commitment;

(b) JPMorgan Securities Inc., in its capacity as lead arranger for the New Credit Facilities (the “ Lead Arranger ”), shall have received favorable written opinions (addressed to

the Administrative Agent and the Lenders and dated the Amendment No. 1 Effective Date) of Fried, Frank, Harris, Shriver & Jacobson LLP, Jon Filderman, or such other counsel as shall be reasonably satisfactory to the Lead Arranger, in each case in form and substance reasonably satisfactory to the Lead Arranger, covering such matters relating to the Company, the Parent, each other Guarantor (if any), the Loan Documents or the Transactions as the Lead Arranger shall reasonably request. The Company hereby requests such counsel to deliver such opinion.

(c) The Lead Arranger shall have received a certificate of the Secretary or an Assistant Secretary of the Parent, the Company and each other Guarantor (if any) attaching copies of its certificate of incorporation and by-laws, a good standing certificate for it and resolutions of its Board of Directors authorizing execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party.

(d) The Lead Arranger shall have received an incumbency certificate of an officer of the Parent, the Company and each other Guarantor (if any) in respect of each of the officers who are authorized to sign this Agreement and the other Loan Documents to which each is a party on its behalf and who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.

(e) There shall not have occurred any Effective Date Material Adverse Change as of the Amendment No. 1 Effective Date. “ Effective Date Material Adverse Change ” means that either (a) since December 31, 2008, there has occurred any event, change, development, effect, condition, circumstance, matter, occurrence or state of facts (each, an “ Event ”) or Events that have had or would be reasonably expected to have, either individually or in the aggregate, an Effective Date Material Adverse Effect, except that any effect resulting from any matter disclosed in (i) the Saturn Disclosure Letter (as defined in the Merger Agreement and as in effect on the Signing Date), (ii) the Mercury Disclosure Letter (as defined in the Merger Agreement and as in effect on the Signing Date) or (iii) the annual report on Form 10-K for the Company or the Parent for the year ended December 31, 2008 (other than disclosures in the “Risk Factors” or “Forward Looking Statements” sections of such reports or any other disclosures in such reports to the extent they are similarly predictive or forward-looking in nature) shall not be considered when determining whether an Effective Date Material Adverse Effect shall have occurred under this clause (a), or (b) since the Signing Date, there has occurred any Event or Events that have had or would reasonably be expected to have, either individually or in the aggregate, an Effective Date Material Adverse Effect. “ Effective Date Material Adverse Effect ” means a material adverse effect on the business, financial condition or results of operations of the Parent and its subsidiaries and the Company and its subsidiaries, taken as a whole; provided that any effect resulting from any of the following Events shall not be considered when determining whether a Effective Date Material Adverse Effect shall have occurred: (i) any change or development in United States financial, credit or securities markets, general economic or business conditions, or political or regulatory conditions, (ii) any act of war, armed hostilities or terrorism or any worsening thereof, (iii) any change in law or United States generally accepted accounting principles or the interpretation or enforcement of either, (iv) any change in the pharmaceutical (including animal health, biotechnology and consumer health) industry, (v) the negotiation, execution, delivery, performance, consummation, potential consummation or public announcement of the Merger Agreement or the transactions contemplated by the Merger Agreement, including any litigation resulting therefrom or with

respect thereto, and any adverse change in customer, distributor, employee, supplier, financing source, licensor, licensee, sub-licensee, shareholder, co-promotion, collaboration or joint venture partner or similar relationships resulting therefrom or with respect thereto, including as a result of the identity of the parties to the Merger Agreement, (vi) any failure of the Company or any of its subsidiaries or the Parent or any of its subsidiaries to meet, with respect to any period or periods, any internal or industry analyst projections, forecasts, estimates of earnings or revenues, or business plans (it being agreed that the facts and circumstances giving rise to such failure that are not otherwise excluded from the definition of Effective Date Material Adverse Effect may be taken into account in determining whether a Effective Date Material Adverse Effect has occurred), (vii) any change, in and of itself, in the market price or trading volume of the common stock of the Company or the Parent (it being agreed that the facts and circumstances giving rise to such change that are not otherwise excluded from the definition of Effective Date Material Adverse Effect may be taken into account in determining whether a Effective Date Material Adverse Effect has occurred), (viii) the taking of any action required by the Merger Agreement and (ix) matters relating to Singulair disclosed in the first bullet-point of clause (b) of Section 9.1 of the Mercury Disclosure Letter (as defined in the Merger Agreement and as delivered to the Lead Arranger on the Signing Date) and matters relating to Remicade disclosed in the first paragraph under clause (b) of Section 9.1 of the Saturn Disclosure Schedule (as defined in the Merger Agreement and as delivered to the Lead Arranger on the Signing Date); provided that the exception set forth in subclause (v) shall not apply with respect to matters or Events that render untrue or incorrect any of the representations and warranties set forth in Sections 3.4, 3.9(b), 3.13(h), 4.4, 4.9(b) and 4.13 of the Merger Agreement as in effect on the Signing Date. Notwithstanding the proviso to the preceding sentence, if an Event described in any of subclauses (i), (ii), (iii) and (iv) of such provision has had a disproportionate effect on the business, financial condition or results of operations of the Parent and its subsidiaries and the Company and its subsidiaries, taken as a whole, relative to other participants in the pharmaceutical (including animal health, biotechnology and consumer health) industry, then the incremental impact of such Event on the Parent and its subsidiaries and the Company and its subsidiaries, taken as a whole, relative to other participants in the pharmaceutical (including animal health, biotechnology and consumer health) industry shall be taken into account for purposes of determining whether an Effective Date Material Adverse Effect has occurred or is reasonably expected to occur.

(f) The Merger shall be consummated (i) on or before December 8, 2009 or, subject to the provisions of the Merger Agreement, such later date (not later than March 8, 2010) to which the “End Date” is extended in accordance with the terms of the Merger Agreement as in effect on the Signing Date (the “ Outside Closing Date ”) and (ii) in accordance with the terms of the Merger Agreement as in effect on the Signing Date (and no provision or condition thereof shall have been waived, amended, supplemented or otherwise modified in any respect materially adverse to the Company, the Lenders, the Administrative Agent or the Lead Arranger without the Majority Lenders’ prior written consent, not to be unreasonably withheld).

(g) The Lenders, the Administrative Agent and the Lead Arranger shall have received all fees and invoiced expenses due and payable by the Company on or prior to the Amendment No. 1 Effective Date, including, (x) fees payable on or prior to the Amendment No. 1 Effective Date pursuant to the fee letter dated as of March 8, 2009, among the Lead Arranger, JPMorgan Chase Bank, N.A. and the Company (the “ Fee Letter ”) and (y) reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Company under the Loan Documents and the Fee Letter.

(h) The Lead Arranger shall have received a certificate from the chief financial officer of the Company certifying that the ratio of Total Debt to Capitalization of the Credit Group (giving pro forma effect to the Transactions) as of the last day of the fiscal quarter most recently ended at least 45 days prior to the Amendment No.1 Effective Date shall not exceed 60% (capitalized terms used in this paragraph (g) having the meanings set forth in the Amended Credit Agreement).

(i) The Parent (and any other guarantor of any of the New Credit Facilities or the Senior Notes) shall have executed and delivered a Guarantee and Joinder Agreement (as defined in the Amended Credit Agreement).

(j) The representations of the Company set forth in Section 3 shall be true as of the Amendment No. 1 Effective Date.

The Lead Arranger shall notify the Company and the Lenders of the Amendment No.1 Effective Date, and such notice shall be conclusive and binding.

Section 7 . Binding Effect . Except as provided in Section 6, this Amendment shall become effective when the Administrative Agent shall have received from each of the Company and the Lenders comprising the Majority Lenders a counterpart hereof signed by such party or facsimile or other written confirmation (in form reasonably satisfactory to the Administrative Agent) that such party has signed a counterpart hereof, and shall thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns (including any Person to whom any Lender party hereto assigns any of its interests, rights and obligations under the Existing Credit Agreement or the Amended Credit Agreement).

Section 8 . Consent. The Lenders party hereto hereby authorize the Administrative Agent, with the consent of the Borrower, to modify the Amended Credit Agreement to reflect any change to the Company’s or the Parent’s name occurring on or prior to the Closing Date.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.


MERCK & CO., INC.

By:		/s/ M ARK E. M C D ONOUGH
Name:		Mark E. McDonough
Title:		Vice President & Treasurer


LENDERS

CITICORP USA, INC.

By:		/s/ W ILLIAM E. C LARK
Name:		William E. Clark
Title:		Managing Director & Vice President


JPMORGAN CHASE BANK, N.A.

By:		/s/ D AWN L EE L UM
Name:		Dawn Lee Lum
Title:		Executive Director


BANK OF AMERICA, N.A.

By:		/s/ R OBERT L A P ORTE
Name:		Robert LaPorte
Title:		Vice President


WILLIAM STREET COMMITMENT CORPORATION (Recourse only to the assets of William Street Commitment Corporation)

By:		/s/ M ARK W ALTON
Name:		Mark Walton
Title:		Assistant Vice President


THE BANK OF NEW YORK

By:		/s/ R ICHARD K. F RONAPFEL , J R .
Name:		Richard K. Fronapfel, Jr.
Title:		Vice President


CREDIT SUISSE CAYMAN ISLANDS BRANCH

By:		/s/ K ARIM B LASETTI
Name:		Karim Blasetti
Title:		Vice President

By:		/s/ M IKHAIL F AYBUSOVICH
Name:		Mikhail Faybusovich
Title:		Vice President


MERRILL LYNCH BANK USA

By:		/s/ D AVID M ILLETT
Name:		David Millett
Title:		Vice President


MORGAN STANLEY BANK

By:		/s/ M ELISSA J AMES
Name:		Melissa James
Title:		Authorized Signatory


THE ROYAL BANK OF SCOTLAND PLC

By:		/s/ S COTT M AC V ICAR
Name:		Scott MacVicar
Title:		Vice President


SUMITOMO MITSUI BANKING CORPORATION, NEW YORK

By:		/s/ W ILLIAM G INN
Name:		William Ginn
Title:		Executive Officer and Head of US Corporate Banking


UBS LOAN FINANCE LLC

By:		/s/ I RJA R. O TSA
Name:		Irja R. Otsa
Title:		Associate Director

By:		/s/ M ARIE H ADDAD
Name:		Marie Haddad
Title:		Associate Director


WELLS FARGO BANK, NATIONAL ASSOCIATION

By:		/s/ M EGAN D ONNELLY
Name:		Megan Donnelly
Title:		Vice President


BNP PARIBAS

By:		/s/ C HRISTOPHER S KED
Name:		Christopher Sked
Title:		Director

By:		/s/ N ICOLE M ITCHELL
Name:		Nicole Mitchell
Title:		Vice President


STATE STREET BANK AND TRUST COMPANY

By:		/s/ J UAN G. S IERRA
Name:		Juan G. Sierra
Title:		Vice President


HSBC BANK USA, NATIONAL ASSOCIATION

By:		/s/ A LAN V ITULICH
Name:		Alan Vitulich
Title:		Vice President


ABN AMRO BANK N.V.

By:		/s/ M ICHELE C OSTELLO
Name:		Michele Costello
Title:		Director

By:		/s/ D AVID C ARRINGTON
Name:		David Carrington
Title:		Director


BARCLAYS BANK PLC

By:		/s/ D AVID B ARTON
Name:		David Barton
Title:		Director


PNC BANK, NATIONAL ASSOCIATION

By:		/s/ E DWARD M. T ESSALONE
Name:		Edward M. Tessalone
Title:		Senior Vice President

EXHIBIT A

TO AMENDMENT NO. 1

U.S. $1,500,000,000

AMENDED AND RESTATED

FIVE-YEAR CREDIT AGREEMENT

Dated as of April 12, 2006

as amended by Amendment No. 1 dated as of April 20, 2009

Among

MERCK & CO., INC.,

as Borrower,

and

THE LENDERS NAMED HEREIN,

as Lenders,

and

CITICORP USA, INC.

as Administrative Agent,

CITIGROUP GLOBAL MARKETS INC. and JPMORGAN SECURITIES INC.

as Co-Lead Arrangers

and

JPMORGAN CHASE BANK, N.A.

as Syndication Agent

TABLE OF CONTENTS


		P AGE

ARTICLE 1
D EFINITIONS AND A CCOUNTING M ATTERS

Section 1.01.	Certain Defined Terms	1
Section 1.02.	Accounting Terms and Determinations	21
Section 1.03.	Computation of Time Periods	21

ARTICLE 2
A DVANCES ; L ETTERS OF C REDIT

Section 2.01.	Revolving Credit Advances	21
Section 2.02.	Letters of Credit	23
Section 2.03.	Competitive Bid Advances	27
Section 2.04.	Changes of Commitments	32
Section 2.05.	Fees	34
Section 2.06.	Repayment of Revolving Credit Advances and Alternate Currency Revaluation.	34
Section 2.07.	Interest	35
Section 2.08.	Interest Rate Determination	36
Section 2.09.	Optional Conversion of Revolving Credit Advances	37
Section 2.10.	Optional Prepayments of Revolving Credit Advances	38
Section 2.11.	Payments and Computations	38
Section 2.12.	Sharing of Set-off, Etc.	40
Section 2.13.	Requirements of Law	41
Section 2.14.	Illegality	43
Section 2.15.	Taxes	43
Section 2.16.	Borrowings by Designated Borrowers	46
Section 2.17.	Mitigation of Obligations; Replacement of Lenders	47
Section 2.18.	Extension of Commitment Termination Date	47

ARTICLE 3
C ONDITIONS P RECEDENT

Section 3.01.	[Reserved]	49
Section 3.02.	Conditions Precedent to Each Revolving Credit Advance and Letter of Credit Issuance	49
Section 3.03.	Conditions Precedent to Each Competitive Bid Borrowing	49


ARTICLE 4
R EPRESENTATIONS AND W ARRANTIES

Section 4.01.	Organization; Corporate Power and Authority	50
Section 4.02.	Due Authorization and Enforceability	50
Section 4.03.	No Conflict	51
Section 4.04.	Governmental Approvals	51
Section 4.05.	Financial Statements	51
Section 4.06.	No Event of Default	51
Section 4.07.	Ownership of Patents and Other Intellectual Property	51
Section 4.08.	Litigation	52
Section 4.09.	Compliance with Laws	52
Section 4.10.	Investment Company Act	52
Section 4.11.	Margin Regulations	52
Section 4.12.	Payment of Taxes	52
Section 4.13.	ERISA Events	53
Section 4.14.	Use of Proceeds	53

ARTICLE 5
A FFIRMATIVE C OVENANTS

Section 5.01.	Financial Statements	53
Section 5.02.	Notices of Material Events	54
Section 5.03.	Existence and Conduct of Business	54
Section 5.04.	Payment of Tax Liabilities	54
Section 5.05.	Maintenance of Properties; Maintenance of Insurance	55
Section 5.06.	Maintenance of Books and Records	55
Section 5.07.	Visitation Rights	55
Section 5.08.	Compliance with Laws	55
Section 5.09.	Additional Guarantors	56

ARTICLE 6
N EGATIVE C OVENANTS

Section 6.01.	Liens	56
Section 6.02.	Mergers and Other Fundamental Changes	57
Section 6.03.	Total Debt to Capitalization Ratio	57

ARTICLE 7
E VENTS OF D EFAULT

Section 7.01.	Events of Default	57


ARTICLE 8
T HE A DMINISTRATIVE A GENT

Section 8.01.	Authorization and Action	60
Section 8.02.	Administrative Agent’s Reliance, Etc.	60
Section 8.03.	CUSA and Affiliates	61
Section 8.04.	Lender Credit Decision	61
Section 8.05.	Indemnification	61
Section 8.06.	Successor Administrative Agent	62
Section 8.07.	Lead Arrangers, Etc.	62

ARTICLE 9
M ISCELLANEOUS

Section 9.01.	No Waiver; Remedies	62
Section 9.02.	Notices, Etc.	63
Section 9.03.	Amendments, Etc.	64
Section 9.04.	Costs and Expenses	65
Section 9.05.	Binding Effect	67
Section 9.06.	Assignments and Participations	67
Section 9.07.	Governing Law	70
Section 9.08.	Execution in Counterparts	70
Section 9.09.	Captions	70
Section 9.10.	Confidentiality	70
Section 9.11.	Severability	71
Section 9.12.	Integration	71
Section 9.13.	Jurisdiction, Etc.	71
Section 9.14.	Waiver of Jury Trial	72
Section 9.15.	Judgment Currency	72
Section 9.16.	USA PATRIOT Act	73
Section 9.17.	No Financing Relationship	73
Section 9.18.	European Monetary Union	73
Section 9.19.	Addition of Guarantors	74
Section 9.20.	Release of Guarantors	74

ARTICLE 10
G UARANTEE

Section 10.01.	Guarantee	74
Section 10.02.	Obligations Unconditional	75
Section 10.03.	Reinstatement	75
Section 10.04.	Subrogation	75
Section 10.05.	Remedies	76
Section 10.06.	Continuing Guarantee	76
Section 10.07.	Limitation of Liability	76

iii


SCHEDULES

SCHEDULE 2.01	-	Lenders; Lending Offices
SCHEDULE 4.05(b)	-	Disclosed Matters
SCHEDULE 6.01	-	Liens



EXHIBITS

EXHIBIT A-1	-	Form of Revolving Credit Note
EXHIBIT A-2	-	Form of Competitive Bid Note
EXHIBIT B-1	-	Form of Notice of Revolving Credit Borrowing
EXHIBIT B-2	-	Form of Notice of Letter of Credit Issuance
EXHIBIT B-3	-	Form of Notice of Competitive Bid Borrowing
EXHIBIT C-1	-	Form of Assignment and Assumption
EXHIBIT C-2	-	Form of Accession Agreement
EXHIBIT D-1	-	Form of Extension Request
EXHIBIT D-2	-	Form of Notice of Willingness of Lender to Extend Commitment Termination Date
EXHIBIT E-1	-	[Reserved.]
EXHIBIT E-2	-	[Reserved.]
EXHIBIT F	-	[Reserved.]
EXHIBIT G-1	-	Form of Designation Letter
EXHIBIT G-2	-	Form of Termination Letter
EXHIBIT H	-	Form of Section 2.15(e) Certificate
EXHIBIT I	-	Guarantee and Joinder Agreement

AMENDED CREDIT AGREEMENT dated as of April 20, 2009 (this “ Agreement ”), among MERCK & CO., INC., a corporation duly organized and validly existing under the laws of the State of New Jersey (the “ Company ”), the lenders (the “ Lenders ”) listed on the signature pages hereof, and CITICORP USA, INC. (“ CUSA ”), as administrative agent (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”) for the Lenders (as hereinafter defined).

The Company, the Lenders listed on the signature pages hereof and the Administrative Agent are parties to an Amended and Restated Credit Agreement dated as of April 12, 2006 (as in effect immediately prior to the effectiveness of Amendment No. 1 (as defined below), the “ Existing Credit Agreement ”). Pursuant to and upon the effectiveness of Amendment No. 1, the Existing Credit Agreement (excluding the Schedules and Exhibits thereto) is amended to read in its entirety as follows:

ARTICLE 1

D EFINITIONS AND A CCOUNTING M ATTERS

Section 1.01 . Certain Defined Terms. As used herein, the following terms shall have the following meanings (all terms defined in this Article 1 or in other provisions of this Agreement in the singular to have the same meanings when in the plural and vice versa):

“ Accession Agreement ” shall have the meaning specified in Section 2.04(c)(v).

“ Administrative Agent ” shall have the meaning specified in the introduction hereto.

“ Administrative Agent’s Account ” shall mean, with respect to any Currency, the account of the Administrative Agent for such Currency most recently designated by it as such account by notice to the Lenders and the Company.

“ Administrative Questionnaire ” shall mean an administrative questionnaire in the form provided by the Administrative Agent.

“ Advance ” shall mean a Revolving Credit Advance or a Competitive Bid Advance.

“ Affiliate ” shall mean, as to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with, such Person.

“ Alternate Currencies ” shall mean the Euro, the Swiss Franc and the Japanese Yen; provided that a currency shall be deemed to be an Alternate Currency only if it is freely convertible into U.S. Dollars and available to be borrowed in the London interbank market.

“ Amendment No. 1 ” shall mean Amendment No. 1 to this Agreement dated as of April 20, 2009.

“ Anniversary Date ” shall have the meaning specified in Section 2.18.

“ Applicable Facility Fee Rate ” shall mean, for any Rating Level Period, the rate per annum set forth below opposite the reference to such Rating Level Period:


Rating Level Period	Applicable Facility Fee Rate
Rating Level 1 Period	0.250	%
Rating Level 2 Period	0.300	%
Rating Level 3 Period	0.375	%
Rating Level 4 Period	0.500	%
Rating Level 5 Period	0.500	%

Each change in the Applicable Facility Fee Rate resulting from a Rating Level Change shall be effective on the date of such Rating Level Change.

“ Applicable Lending Office ” shall mean, with respect to each Lender, such Lender’s Domestic Lending Office in the case of Base Rate Advances and such Lender’s Eurocurrency Lending Office in the case of Eurocurrency Rate Advances and, in the case of a Competitive Bid Advance, the office of such Lender notified by such Lender to the Administrative Agent as its Applicable Lending Office with respect to such Competitive Bid Advance.

“ Applicable Margin ” shall mean, as of any date of determination during any period set forth below, the percentage per annum set forth below for the applicable Type of Advance at the applicable time given the Rating Level Period in effect at the time:


Rating Level Period	Level 1				Level 2				Level 3				Level 4				Level 5
Type of Advance	Euro- currency		Base Rate		Euro- currency		Base Rate		Euro- currency		Base Rate		Euro- currency		Base Rate		Euro- currency		Base Rate
Closing Date until 3-month anniversary thereof	1.95	%	0.95	%	2.15	%	1.15	%	2.325	%	1.325	%	2.45	%	1.45	%	2.70	%	1.70	%
3-month anniversary of Closing Date until 6-month anniversary thereof	2.45	%	1.45	%	2.65	%	1.65	%	2.825	%	1.825	%	2.95	%	1.95	%	3.20	%	2.20	%
6-month anniversary of Closing Date until 9-month anniversary thereof	2.95	%	1.95	%	3.15	%	2.15	%	3.325	%	2.325	%	3.45	%	2.45	%	3.70	%	2.70	%
9-month anniversary of Closing Date until 12-month anniversary thereof	3.45	%	2.45	%	3.65	%	2.65	%	3.825	%	2.825	%	3.95	%	2.95	%	4.20	%	3.20	%

Following repayment in full of all amounts outstanding (to the extent loans thereunder were borrowed on the Closing Date), and termination of all commitments, under the Bridge Loan Facility, the Applicable Margin will be the percentage per annum set forth above for the Closing Date for the applicable Type of Advance given the Rating Level Period in effect on the date of determination. Each change in the Applicable Margin resulting from a Rating Level Change shall be effective on the date of such Rating Level Change.

“ Approved Fund ” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Assignment and Assumption ” shall mean an assignment and assumption entered into by a Lender and an assignee and accepted by the Administrative Agent in accordance with Section 9.06, in substantially the form of Exhibit C-1.

“ Base Rate ” shall mean a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of:

(a) the Prime Rate;

(b) 0.50% per annum above the Federal Funds Rate from time to time; and

(c) the sum of 1% plus the rate for deposits in U.S. dollars with a one-month maturity appearing on the relevant Screen Page at approximately 11:00 a.m. (London time) on such day (or if such day is not a Business Day, on the immediately preceding Business Day); provided that if such rate does not appear on the relevant Screen Page at such time, then the rate per annum for purposes of this clause (c) shall be the sum of 1% plus the one-month LIBO Rate determined on such day in accordance with the proviso to the definition of LIBO Rate.

“ Base Rate Advance ” shall mean, at any time, a Revolving Credit Advance denominated in U.S. Dollars that bears interest as provided in Section 2.07(a)(i).

“ Borrowers ” shall mean, at any time, collectively, the Company and each Designated Borrower.

“ Borrowing ” shall mean a Revolving Credit Borrowing or a Competitive Bid Borrowing.

“ Bridge Loan Facility ” shall mean the “Bridge Loan Facility” as defined in Amendment No. 1.

“ Business Day ” shall mean (a) any day on which commercial banks are not authorized by law or required to close in New York City, (b) if such day relates to any Eurocurrency Rate Advance or LIBO Rate Advance denominated in U.S. Dollars that is also a day on which dealings in U.S. Dollar deposits are carried out in the London interbank market, (c) if such day relates to a Borrowing of, or a payment or prepayment of principal of or interest on or an Interest Period for an Advance denominated in an Alternate Currency (other than Euros), or a notice with respect thereto, that is also a day on which commercial banks and foreign exchange markets settle payments in the Principal Financial Center for such Currency, and (d) if such day relates to a Borrowing of, or a payment or prepayment of principal of or interest on or an Interest Period for an Advance denominated in Euros, or a notice with respect thereto, that is also a Target Operating Day.

“ Capital Lease Obligations ” shall mean, as to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property or a combination thereof, which obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.

“ Capitalization ” shall mean, at any time, the sum, without duplication, of (a) Total Debt, (b) consolidated stockholders’ equity of Parent and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, and (c) minority interests held by the Parent and its Subsidiaries as reflected on the consolidated balance sheet of the Parent.

“ Change in Control ” shall mean any of the following events:

(a) any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, whether or not applicable, except that for purposes of this paragraph (a) such person or group shall be deemed to have “beneficial ownership” of all shares that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), other than (i) the Parent or (ii) any employee or director benefit plan or stock plan of the Parent or a Subsidiary of the Parent or any trustee or fiduciary with respect to any such plan when acting in that capacity or any trust related to any such plan, is or becomes the “beneficial owner” (as such term is used in Rule 13d-3 promulgated pursuant to the Exchange Act), directly or indirectly, of more than 25% of the aggregate voting power of all Voting Stock of the Parent; or

(b) during any period of 25 consecutive calendar months, a majority of the Board of Directors of the Parent shall no longer be composed of individuals (i) who were members of said Board on the first day of such period, (ii) whose election or nomination to said Board was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of said Board, or (iii) whose election or nomination to said Board was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of said Board; or

“ Change in Tax Law ” shall mean the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (including the Code), treaty, regulation or rule (or in the official application or interpretation of any law, treaty, regulation or rule, including a holding, judgment or order by a court of competent jurisdiction) relating to United States income taxation.

“ Citibank ” shall mean Citibank, N.A.

“ Closing Date ” shall mean the date of consummation of the Merger.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment ” shall mean, for any Lender, the amount specified opposite the name of such Lender in Schedule 2.01 and, for any New Lender, the amount specified in the Assignment and Assumption or Accession Agreement by which it became a New Lender (in each case, as such amount may be (a) reduced or increased from time to time pursuant to Section 2.04 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.06).

“ Commitment Increase Date ” shall have the meaning specified in Section 2.04(c).

“ Commitment Percentage ” shall mean with respect to any Lender, at any time, the ratio, expressed as a percentage, of (a) the amount of the Commitment of such Lender to (b) the Total Commitments.

“ Commitment Termination Date ” shall mean April 12, 2013, as such date may be extended pursuant to Section 2.18 with respect to New Lenders and Extending Lenders, or, if such day is not a Business Day, the immediately preceding Business Day, or, if earlier, the date of termination in whole of the Commitments pursuant to Section 2.04(b) or Article 7.

“ Company ” shall have the meaning specified in the introduction hereto.

“ Competitive Bid Advance ” shall mean a loan by a Lender to a Borrower as part of a Competitive Bid Borrowing resulting from the competitive bidding procedure described in Section 2.03.

“ Competitive Bid Borrowing ” shall mean a borrowing by a Borrower consisting of simultaneous Competitive Bid Advances from each of the Lenders whose offer to make one or more Competitive Bid Advances as part of such borrowing has been accepted under the competitive bidding procedure described in Section 2.03.

“ Competitive Bid Note ” shall mean a promissory note of a Borrower payable to the order of a Lender by such Borrower, in substantially the form of Exhibit A 2 hereto, evidencing the indebtedness of such Borrower to such Lender resulting from one or more Competitive Bid Advances made by such Lender to such Borrower.

“ Contractual Obligation ” shall mean, as to any Person, any obligation of such Person under any agreement or instrument to which such Person is a party or by which or any of its Property is bound.

“ Control ” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise, and “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Convert ”, “ Conversion ” and “ Converted ” shall each refer to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08, 2.09 or 2.14.

“ Credit Facility ” shall mean each of the “ Credit Facilities ” as defined in Amendment No. 1.

“ Credit Group ” shall mean the Parent and each of its Subsidiaries.

“ Credit Party ” shall mean the Parent, the Company and each other Guarantor.

“ Currency ” shall mean the U.S. Dollar or any Alternate Currency.

“ CUSA ” shall have the meaning specified in the introduction hereto.

“ Declining Lender ” shall have the meaning specified in Section 2.18(b).

“ Default ” shall mean any Event of Default or any event that with notice or lapse of time or both would become an Event of Default.

“ Designated Borrower ” shall mean the Parent or any Wholly Owned Subsidiary of Parent (other than the Company), in each case as to which a Designation Letter has been delivered to the Administrative Agent, and no Termination Letter has been delivered to the Administrative Agent, in accordance with Section 2.16.

“ Designation Letter ” shall have the meaning specified in Section 2.16.

“ Dollar Equivalent ” shall mean, with respect to any amount denominated in an Alternate Currency on any date, the amount of U.S. Dollars that would be required to purchase such amount of such Alternate Currency at or about 11:00 A.M., Local Time, on such date, for delivery two Business Days later, as determined by the Administrative Agent on the basis of the spot selling rate for the offering of such Alternate Currency for U.S. Dollars in the London foreign exchange market, determinations thereof made in good faith by the Administrative Agent to be conclusive and binding on the parties in the absence of manifest error.

“ Domestic Lending Office ” shall mean, with respect to any Lender, the office of such Lender specified as its “Domestic Lending Office” opposite its name on Schedule 2.01 hereto or, with respect to any other Lender, the office of such Lender specified as its “Domestic Lending Office” in the Assignment and Assumption or Accession Agreement pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time notify the Company and the Administrative Agent.

“ EMU ” shall mean the economic and monetary union as contemplated in the Treaty on European Union, and “ EMU Legislation ” shall mean legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency, being in part the implementation of the third stage of EMU.

“ Environmental Laws ” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Materials.

“ Environmental Liability ” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Parent or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment, or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” shall mean any trade or business (whether or not incorporated) that, together with the Parent, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA and the regulations issued thereunder with respect to a Plan (other than an event for

which the 30 day notice period is waived), (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, or any Lien shall arise in favor of the PBGC or a Plan on the property of the Parent or any ERISA Affiliate, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Parent or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by the Parent or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan, (f) the incurrence by the Parent or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, or (g) the receipt by the Parent or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Parent or any ERISA Affiliate of any notice, concerning the imposition of withdrawal liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Euro ” shall mean the single currency of Participating Member States of the EMU, which shall be a Currency under this Agreement, and “ Euro Unit ” shall mean a currency unit of the Euro.

“ Eurocurrency Lending Office ” shall mean, with respect to any Lender, the office of such Lender specified as its “Eurocurrency Lending Office” opposite its name on Schedule 2.01 hereto or, with respect to any other Lender, the office of such Lender specified as its “Eurocurrency Lending Office” in the Assignment and Assumption or Accession Agreement pursuant to which it became a Lender (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender as such Lender may from time to time notify the Company and the Administrative Agent.

“ Eurocurrency Rate ” shall mean, for any Interest Period for each Eurocurrency Rate Advance denominated in any Currency comprising part of the same Revolving Credit Borrowing, an interest rate per annum equal to the rate per annum for deposits in such Currency having a maturity closest to such Interest Period which appears on the relevant Screen Page as of 11:00 a.m., London time, on the day two London Banking Days prior to the first day of such Interest Period ( provided that, if such rate does not appear on the relevant Screen Page for such Interest Period, the Eurocurrency Rate for that Interest Period shall be the arithmetic mean of quotations obtained by the Administrative Agent from the Reference Banks for the rate at which deposits in such Currency having a maturity closest to such Interest Period are offered by the principal London offices of the Reference Banks at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the first day of such Interest Period to other prime banks in the London interbank market in a principal amount comparable to the Dollar Equivalent of such Borrowing (or, in the case of a Eurocurrency Rate Advance denominated in an Alternate Currency, the Foreign Currency Equivalent thereof in such Alternate Currency, rounded to the nearest 1,000 units of such Alternate Currency)).

“ Eurocurrency Rate Advance ” shall mean, at any time, a Revolving Credit Advance that bears interest as provided in Section 2.07(a)(ii).

“ Event of Default ” shall have the meaning specified in Article 7.

“ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended.

“ Excluded Taxes ” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder or under any of the other Loan Documents, (a) any Taxes imposed, deducted or withheld by reason of any present or former connection between the Administrative Agent or such Lender or other recipient (as the case may be) and the jurisdiction imposing such Taxes (other than solely on account of the execution and performance of, the enforcement of any right under or the receipt of any payment under, this Agreement or any of the other Loan Documents), (b) any branch profits taxes imposed by the United States of America or any comparable tax imposed by any foreign jurisdiction, (c) in the case of a Foreign Lender, any Tax imposed, deducted or withheld (i) that is attributable to such Foreign Lender’s failure, inability or ineligibility at any time during which such Foreign Lender is a party to this Agreement to deliver the Internal Revenue Service forms and the Section 2.15(e) Certificate (as applicable) described in Section 2.15(e) certifying that such Foreign Lender is entitled to complete exemption from United States withholding taxation, except to the extent such Foreign Lender’s failure is due to a Change in Tax Law occurring after the date on which such Foreign Lender became a party to this Agreement or the date (if any) on which such Foreign Lender changed its Applicable Lending Office, or (ii) that is imposed on accrued amounts payable to such Foreign Lender at the time of the assignment to such Foreign Lender and its becoming a party to this Agreement, except to the extent that such Foreign Lender’s assignor was entitled, at the time of such assignment, to receive additional payments from a Borrower with respect to such accrued amounts pursuant to Section 2.15, and (d) any Taxes imposed, deducted or withheld on or from any amounts payable to the Administrative Agent or any Lender that are attributable to the Administrative Agent’s or such Lender’s failure to comply with Section 2.15(f).

“ Existing Commitment Termination Date ” shall have the meaning specified in Section 2.18.

“ Extending Lender ” shall have the meaning specified in Section 2.18.

“ Federal Funds Rate ” shall mean, for any day, the interest rate per annum (rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that (a) if the day for which such rate is to be determined is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if such rate is not so published for any day that is a Business

Day, the Federal Funds Rate for such day on such transactions shall be the average of quotations received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“ Financial Officer ” shall mean the chief financial officer, the principal accounting officer or the treasurer of the Parent or any officer of the Parent who succeeds to all or substantially all of the responsibilities thereof.

“ Fixed Rate Advances ” shall have the meaning specified in Section 2.03(a)(ii).

“ Foreign Currency Equivalent ” shall mean, with respect to any amount in U.S. Dollars, the amount of an Alternate Currency that could be purchased with such amount of U.S. Dollars using the reciprocal of the foreign exchange rate specified in the definition of “ Dollar Equivalent ”, as determined by the Administrative Agent, determinations thereof made in good faith by the Administrative Agent to be conclusive and binding on the parties in the absence of manifest error.

“ Foreign Lender ” shall mean any Lender that is not a United States Person.

“ GAAP ” shall mean generally accepted accounting principles in effect in the United States of America from time to time.

“ Governmental Authority ” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” of or by any Person (the “ guarantor ”) shall mean any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease Property or services for the purpose of assuring the holder of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement, condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (d) as account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term “Guarantee” shall not include endorsements for deposit or collection in the ordinary course of business.

“ Guarantee and Joinder Agreement ” means a Guarantee and Joinder Agreement substantially in the form of Exhibit I hereto.

“ Guaranteed Obligations ” shall have the meaning specified in Section 10.01.

“ Guarantor ” shall mean Parent, each Subsidiary of Parent that may become a “Guarantor” pursuant to Section 9.19 and the Company in its capacity as guarantor of the obligations of the Designated Borrowers.

“ Hazardous Materials ” shall mean all radioactive substances or wastes and all hazardous or toxic substances or other wastes, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Hedging Agreement ” shall mean any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or combination of such transactions.

“ Increase Request ” shall have the meaning specified in Section 2.04(c).

“ Increasing Extending Lender ” shall have the meaning specified in Section 2.18(c).

“ Increasing Lender ” shall have the meaning specified in Section 2.04(c)(iv).

“ Indebtedness ” of any Person shall mean (a) all obligations of such Person for borrowed money or evidenced by bonds, debentures, notes or other similar instruments, (b) all obligations of such Person to pay the deferred purchase price of Property or services, except current accounts payable arising in the ordinary course of business, (c) all Capital Lease Obligations of such Person, (d) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) a Lien on any Property of such Person, whether or not such Indebtedness is assumed by such Person, (e) all Indebtedness of others Guaranteed by such Person, (f) all reimbursement obligations or other obligations (other than contingent obligations) with respect to bankers’ acceptances or letters of credit or similar instruments created or issued at the request of such Person, and (g) the net liability of such Person under Hedging Agreements.

“ Indemnified Taxes ” shall mean Taxes other than Excluded Taxes.

“ Index Debt ” shall mean the senior unsecured long-term Indebtedness for borrowed money of the Parent that is not guaranteed by any other Person (other than a Person that is at the time a Credit Party) or subject to any other credit enhancements.

“ Interest Period ” shall mean, for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing and each LIBO Rate Advance and Fixed Rate Advance comprising part of the same Competitive Bid Borrowing, the period commencing on the date of such Eurocurrency Rate Advance (or the date of the Conversion of any Base Rate Advance

into such Eurocurrency Rate Advance) or such LIBO Rate Advance or Fixed Rate Advance and ending on the last day of the period selected by the Company pursuant to the provisions below and, thereafter, with respect to Eurocurrency Rate Advances, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Company (on its own behalf or on behalf of any Designated Borrower) pursuant to the provisions below. The duration of each such Interest Period shall be

(a) for each Eurocurrency Rate Advance comprising part of the same Revolving Credit Borrowing, one, two, three or six months (or any other period agreed upon by each of the Lenders and the Company);

(b) for each LIBO Rate Advance comprising part of the same Competitive Bid Borrowing, any whole number of calendar months; and

(c) for each Fixed Rate Advance comprising part of the same Competitive Bid Borrowing, any period of at least seven calendar days,

in each case as the Company may select, upon notice received by the Administrative Agent not later than 11:00 a.m. (New York City time) on either

(x)(i) the third Business Day prior to the first day of such Interest Period in respect of such Eurocurrency Rate Advances denominated in U.S. Dollars, (ii) the fourth Business Day prior to the first day of such Interest Period in respect of Eurocurrency Rate Advances denominated in any Alternate Currency;

(y) the second Business Day prior to the first day of such Interest Period in respect of such Fixed Rate Advances denominated in any Alternate Currency; or

(z) the Business Day prior to the first day of such Interest Period in respect of such Fixed Rate Advance denominated in U.S. Dollars.

Notwithstanding the foregoing:

(i) if any Interest Period would otherwise commence before and end after the Commitment Termination Date, such Interest Period shall end on the Commitment Termination Date;

(ii) each Interest Period that would otherwise end on a day that is not a Business Day shall end on the next succeeding Business Day (or, in the case of an Interest Period for Eurocurrency Rate Advances or LIBO Rate Advances, if such next succeeding Business Day falls in the next succeeding calendar month, on the next preceding Business Day);

(iii) each Interest Period that commences on the last Business Day of a calendar month (or on any day for which there is no numerically corresponding day in the appropriate subsequent calendar month) shall end on the last Business Day of the appropriate subsequent calendar month; and

(iv) Interest Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Revolving Credit Borrowing or for LIBO Rate Advances comprising part of the same Competitive Bid Borrowing shall be of the same duration.

“ Issuing Lender ” shall mean each Lender so designated by the Company with the written consent of such Lender, in each case, in its capacity as an issuer of Letters of Credit under Section 2.02, together with its successors and assigns in such capacity.

“ Lenders ” shall mean (a) the Lenders listed on the signature pages hereof, (b) each New Lender that shall become a party hereto pursuant to Section 2.04(c) or Section 2.18, and (c) each assignee that shall become a party hereto pursuant to Section 9.06.

“ Letter of Credit ” shall have the meaning specified in Section 2.02.

“ Letter of Credit Documents ” shall mean, with respect to any Letter of Credit, collectively, any application therefor and any other agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties concerned or at risk with respect to such Letter of Credit, or (b) any collateral security for any of such obligations, each as the same may be modified and supplemented and in effect from time to time.

“ Letter of Credit Exposure ” shall mean, for any Lender, at any time, the sum of (a) such Lender’s Commitment Percentage of the aggregate undrawn face amount of all outstanding Letters of Credit plus (b) such Lender’s Commitment Percentage of the aggregate unreimbursed amount of all Reimbursement Obligations of the Borrowers at such time in respect of all drawings made under Letters of Credit.

“ Letter of Credit Limit ” shall mean $200,000,000.

“ LIBO Rate ” shall mean, for any Interest Period for each LIBO Rate Advance in any Currency comprising part of the same Competitive Bid Borrowing, an interest rate per annum equal to the rate for deposits in such Currency having a maturity closest to such Interest Period which appears on the relevant Screen Page as of 11:00 a.m., London time, on the day two London Banking Days prior to the first day of such Interest Period ( provided that, if such rate does not appear on the relevant Screen Page for such Interest Period, the LIBO Rate for that Interest Period will be the arithmetic mean of quotations obtained by the Administrative Agent from the Reference Banks for the rate at which deposits in such Currency having a maturity closest to such Interest Period are offered by the principal London office of such Reference Bank at approximately 11:00 a.m., London time, on the day that is two London Banking Days preceding the first day of such Interest Period to other prime banks in the London interbank market in a principal amount comparable to the Dollar Equivalent of such Borrowing (or, in the case of a LIBO Rate Advance denominated in an Alternate Currency, the Foreign Currency Equivalent thereof rounded to the nearest 1,000 units of such Alternate Currency)).

“ LIBO Rate Advances ” shall have the meaning specified in Section 2.03(a)(i).

“ Lien ” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, charge, hypothecation, encumbrance or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Loan Documents ” shall mean, collectively, this Agreement, the Notes, each Designation Letter, each Termination Letter, the Letter of Credit Documents and each Guarantee and Joinder Agreement.

“ Local Time ” shall mean (a) with respect to any Advance denominated or any payment to be made in U.S. Dollars, New York City time, and (b) with respect to any Advance denominated or any payment to be made in an Alternate Currency, the local time in the Principal Financial Center for such Alternate Currency.

“ London Banking Day ” shall mean any day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London.

“ Majority Lenders ” shall mean, at any time, Lenders owed a majority in interest of the then aggregate outstanding principal amount of all Advances (computed, in the case of Advances in an Alternate Currency, as the Dollar Equivalent thereof as determined by the Administrative Agent) and Letter of Credit Exposures, or, if there are no Advances or Letter of Credit Exposures outstanding, Lenders whose aggregate Commitment Percentages exceed 50%.

“ Material Adverse Change ” or “ Material Adverse Effect ” shall mean a material adverse change in or effect on (a) the business, condition (financial or otherwise) or operations of the Parent and its Subsidiaries taken as a whole, (b) the ability of the Parent to perform any of its obligations hereunder or under the other Loan Documents, or (c) the rights or remedies of the Lenders or the Administrative Agent hereunder or under the other Loan Documents; provided that for purposes of any determination hereunder on or as of the effective date of Amendment No. 1 (including with respect to any Borrowing occurring on such date), “ Material Adverse Effect ” shall mean an “Effective Date Material Adverse Effect” as defined in Amendment No. 1.

“ Merger ” shall have the meaning specified in Amendment No. 1.

“ Moody’s ” shall mean Moody’s Investors Service, Inc. or any successor thereto.

“ Moody’s Rating ” shall mean, at any time, the rating of Index Debt then most recently announced by Moody’s.

“ Multiemployer Plan ” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ National Currency Unit ” shall mean a unit of any Currency (other than a Euro Unit) of a Participating Member State.

“ New Lender ” shall have the meaning specified in Section 2.04(c).

“ Note ” shall mean a Revolving Credit Note or a Competitive Bid Note.

“ Notice of Borrowing ” shall mean a Notice of Competitive Bid Borrowing or a Notice of Revolving Credit Borrowing.

“ Notice of Competitive Bid Borrowing ” shall have the meaning specified in Section 2.03(1).

“ Notice of Letter of Credit Issuance ” shall have the meaning specified in Section 2.02(a).

“ Notice of Revolving Credit Borrowing ” shall have the meaning specified in Section 2.01(b).

“ Other Taxes ” shall mean any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, the Loan Documents that are imposed by a Governmental Authority in a jurisdiction in which the relevant Borrower is incorporated, organized, managed and controlled or otherwise has a connection (other than solely as a result of entering into, performing any obligations, receiving any payments or enforcing any rights under, this Agreement or any of the other Loan Documents).

“ Parent ” shall mean Schering-Plough Corporation (to be renamed Merck & Co. Inc. upon consummation of the Merger), a New Jersey Corporation.

“ Participating Member State ” shall mean each state so described in any EMU Legislation.

“ PBGC ” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Encumbrances ” shall mean:

(a) Liens imposed for taxes that are not yet due or which are being contested in compliance with Section 5.04;

(b) carrier’s, warehousemen’s, mechanic’s, materialmen’s, repairmen’s and other like Liens arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or which are being contested in compliance with Section 5.04;

(c) pledges and deposits made in compliance with workers’ compensation, unemployment insurance and other social security laws or obligations, and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case, in the ordinary course of business;

(e) judgment liens in respect of judgments that do not constitute an Event of Default under clause (f) of Article 7;

(f) easements, zoning restrictions, rights of way and similar encumbrances on real property that arise in the ordinary course of business and do not materially interfere with the ordinary conduct of business of the Parent or any Subsidiary;

(g) any Liens securing industrial development, pollution control or similar revenue bonds, provided that such Lien is limited to the facility or facilities constructed with the proceeds of such bonds;

(h) Liens on Property of any Subsidiary (other than any Credit Party) securing Indebtedness owing by such Subsidiary to any member of the Credit Group;

(i) any Lien created under any Permitted Securitization, provided that such Lien is limited to the Property (plus improvements on such Property) that is the subject of such Permitted Securitization; and

(j) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Permitted Encumbrance referred to in the foregoing clauses, provided that the outstanding principal amount of the Indebtedness or obligations secured thereby is not increased.

“ Permitted Securitization ” shall mean any transaction in which the Parent or a Subsidiary sells or otherwise transfers, without recourse to the Parent or any Subsidiary (other than in the case of breach of representation and other limited recourse customary in securitization transactions), an interest in accounts receivable or other present or future rights to payment and assets directly related thereto to a special purpose entity that (a) borrows against such accounts receivable, rights or assets, or (b) sells such accounts receivable, rights or assets to one or more third party purchasers.

“ Person ” shall mean an individual, a corporation, a company, a voluntary association, a partnership, a trust, a joint venture, a limited liability company, an unincorporated organization, or a government or any agency, instrumentality or political subdivision thereof.

“ Plan ” shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Parent or any ERISA Affiliate is (or if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Prime Rate ” shall mean the rate of interest publicly announced by JPMorgan Chase Bank, N.A. from time to time as its Prime Rate.

“ Principal Financial Center ” shall mean, in the case of any Currency, the principal financial center in the country of issue of such Currency, as reasonably determined by the Administrative Agent.

“ Property ” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.

“ Proposed Commitment Increase ” shall have the meaning specified in Section 2.04(c).

“ Quarterly Date ” shall mean the last day of each March, June, September and December in each year, the first of which shall be the first such day after the date hereof; provided that if any such day is not a Business Day, such Quarterly Date shall be the next preceding Business Day.

“ Rating Level Change ” shall mean a change in the Moody’s Rating or the S&P Rating (other than as a result of a change in the rating system of such rating agency) that results in a change from one Rating Level Period to another, which Rating Level Change shall be effective on the date on which the relevant change in such rating is first announced by Moody’s or S&P, as the case may be.

“ Rating Level Period ” shall mean a Rating Level 1 Period, a Rating Level 2 Period, a Rating Level 3 Period, a Rating Level 4 Period or a Rating Level 5 Period; and

(a) “Rating Level 1 Period” means a period during which the S&P Rating is at or above AA+ or the Moody’ s Rating is at or above Aal;

(b) “Rating Level 2 Period” means a period that is not a Rating Level 1 Period during which the S&P Rating is at or above AA or the Moody’s Rating is at or above Aa2;

(c) “Rating Level 3 Period” means a period that is not a Rating Level 1 Period or a Rating Level 2 Period during which the S&P Rating is at or above AA- or the Moody’s Rating is at or above Aa3;

(d) “Rating Level 4 Period” means a period that is not a Rating Level 1 Period, a Rating Level 2 Period or a Rating Level 3 Period during which the S&P Rating is at or above A+ or the Moody’s Rating is at or above Al; and

(e) “Rating Level 5 Period” means a period that is not a Rating Level 1 Period, a Rating Level 2 Period, a Rating Level 3 Period or a Rating Level 4 Period;

provided that if the Moody’s Rating and the S&P Rating differ by more than one rating level, then the applicable Rating Level Period shall be one level lower than the Rating Level Period resulting from the application of the higher of such ratings (for which purpose Rating Level 1 Period is the highest Rating Level Period).

“ Reference Banks ” shall mean Citibank, JPMorgan Chase Bank, N.A. and Bank of America, N.A.

“ Register ” shall have the meaning specified in Section 9.06(a)(iv).

“ Regulation A ”, “ Regulation D ”, “ Regulation U ” and “ Regulation X ” shall mean, respectively, Regulations A, D, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be amended or supplemented from time to time.

“ Regulatory Change ” shall mean any change after the date of this Agreement in United States Federal, state or foreign law or regulations or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks, including the Administrative Agent or any Lender, of or under any United States Federal, state or foreign law or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof.

“ Reimbursement Obligation ” shall mean the obligation of a Borrower to reimburse an Issuing Lender for any amount paid by such Issuing Lender in respect of a drawing under a Letter of Credit.

“ Requirement of Law ” shall mean, as to any Person, any law, treaty or regulation, or any order of any Governmental Authority, that is applicable to or binding upon such Person or any of its Property or to which such Person or such Property is subject, and the certificate of incorporation, by-laws or other organizational or governing documents of such Person.

“ Reserve Requirement ” shall mean, for each day during any Interest Period for all Eurocurrency Rate Advances comprising part of the same Revolving Credit Borrowing or for all LIBO Rate Advances comprising part of the same Competitive Bid Borrowing, the average maximum rate at which reserves (including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation D by

member banks of the Federal Reserve System in New York City with deposits exceeding one billion U.S. Dollars against “Eurocurrency Liabilities” (as such term is used in Regulation D). Without limiting the effect of the foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by such member banks by reason of any Regulatory Change against (a) any category of liabilities that includes deposits by reference to which the Eurocurrency Rate or LIBO Rate is to be determined, or (b) any category of extensions of credit or other assets that includes Eurocurrency Rate Advances or any LIBO Rate Advances.

“ Revolving Credit Advance ” shall have the meaning specified in Section 2.01.

“ Revolving Credit Borrowing ” shall mean a borrowing by a Borrower consisting of simultaneous Revolving Credit Advances of the same Type made by each of the Lenders pursuant to Section 2.01.

“ Revolving Credit Note ” shall mean a promissory note of a Borrower payable to the order of any Lender, in substantially the form of Exhibit A 1 hereto, evidencing the aggregate indebtedness of such Borrower to such Lender resulting from one or more Revolving Credit Advances made by such Lender to such Borrower.

“ S&P ” shall mean Standard and Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. or any successor thereto.

“ S&P Rating ” shall mean, at any time, the rating of Index Debt then most recently announced by S&P.

“ Screen Page ” shall mean (a) the display designated as Page 3740 or 3750, as the case may be, on the Telerate Service (or such other page as may replace that page on that service for the purpose of displaying London interbank offered rates of major banks) and (b) if the relevant rate does not appear on said Page 3740 or 3750, the “LIBO Page” so designated on the Reuter Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying London interbank offered rates). If at least two relevant rates appear on said Page 3740 or 3750 or the “LIBO Page” with respect to an Interest Period, the Eurocurrency Rate for that Interest Period will be based upon the arithmetic mean of such rates. If fewer than two rates appear with respect to an Interest Period, the rate for that Interest Period will be determined as provided in the foregoing clause (b).

“ SEC ” shall mean the Securities and Exchange Commission (and any successor thereto).

“ Senior Notes ” shall have the meaning specified in Amendment No.1.

“ Significant Subsidiary ” shall mean, at any time, a Subsidiary that as of such time satisfies the requirements of Rule 1-02(w) of Regulation S-X of the SEC as in effect on the date of this Agreement.

“ Subsidiary ” shall mean any Person of which at least a majority of the outstanding shares of Voting Stock is at the time directly or indirectly owned or controlled by the Parent, or by one or more Subsidiaries, or by the Parent and one or more Subsidiaries.

“ Target Operating Day ” shall mean any day that is not (a) a Saturday or Sunday, or (b) any other day on which the Trans European Real time Gross Settlement Express Transfer System (or any successor settlement system) is not operating (as determined by the Administrative Agent).

“ Taxes ” shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“ Termination Letter ” shall have the meaning specified in Section 2.16.

“ Total Commitments ” shall mean, at any time, the aggregate amount of the Commitments of all Lenders at such time.

“ Total Debt ” shall mean, at any time and without duplication, the then aggregate outstanding principal amount of all Indebtedness (other than Indebtedness specified in clause (g) of the definition thereof) of the Parent and its Subsidiaries, plus the aggregate principal amount then outstanding under Permitted Securitizations, all determined on a consolidated basis in accordance with GAAP.

“ Total Debt to Capitalization Ratio ” shall mean, at any time, the ratio, expressed as a percentage, of (a) Total Debt to (b) Capitalization.

“ Treaty on European Union ” shall mean the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1986 and the Maastricht Treaty (which was signed at Maastricht on February 7, 1992, and came into force on November 1, 1993), as amended from time to time.

“ Type ” refers to whether an Advance is a Base Rate Advance, a Eurocurrency Advance, a LIBO Rate Advance or a Fixed Rate Advance.

“ United States ” and “ United States Person ” shall have the meaning specified in Section 7701 of the Code.

“ U.S. Dollars ” and “ $ ” shall mean lawful money of the United States of America.

“ Voting Stock ” shall mean Equity Interests in a Person, the holders of which are ordinarily, in the absence of contingencies, generally entitled to vote for the election of directors, or persons exercising similar functions, of such Person.

“ Wholly Owned Subsidiary ” means any Subsidiary, 100% of the Voting Stock of which (other than directors’ qualifying shares or other shares held to satisfy legal or regulatory requirements), at the time of any determination, is directly or indirectly owned by the Parent, or by one or more Wholly Owned Subsidiaries, or the Parent and one or more Wholly Owned Subsidiaries.

Section 1.02 . Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required hereunder to be filed or furnished to the Administrative Agent or any Lender shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the audited consolidated financial statements of the Company and its Subsidiaries for the Company’s fiscal year ended December 31, 2008 referred to in Section 4.05 (except for changes concurred with by the Company’s independent public accountants).

Section 1.03 . Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “ from ” means “ from and including ” and the words “ to ” and “ until ” each mean “ to but excluding ”.

ARTICLE 2

A DVANCES ; L ETTERS OF C REDIT

Section 2.01 . Revolving Credit Advances. (a) (i) Each Lender severally agrees, on and subject to the terms and conditions hereinafter set forth, to make one or more advances (each a “ Revolving Credit Advance ”) to the Company and any Designated Borrower in U.S. Dollars or an Alternate Currency from time to time on any Business Day during the period from the date hereof until the Commitment Termination Date in an aggregate amount at any one time outstanding as to all Borrowers up to but not exceeding such Lender’s Commitment; provided that anything herein to the contrary notwithstanding, the sum of (i) the aggregate outstanding principal amount of all Advances (computed, in the case of each Advance that is denominated in an Alternate Currency, as the Dollar Equivalent of the outstanding principal amount thereof) plus (ii) the aggregate Letter of Credit Exposures of all Lenders shall not at any time exceed the Total Commitments.

(ii) Each Revolving Credit Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or, in the case of a Revolving Credit Borrowing denominated in an Alternate Currency, the Foreign Currency Equivalent thereof) and shall consist of Revolving Credit Advances of the same Type made on the same day in the same currency by the Lenders ratably according to their respective Commitments; provided that Base Rate Advances may be denominated only in U.S. Dollars.

(iii) Within the limits of each Lender’s Commitment, each Borrower may, from time to time, borrow under this Section 2.01, prepay the amounts borrowed, in whole or in part, pursuant to Section 2.10 and reborrow under this Section 2.01.

(b)(i) Each Revolving Credit Borrowing shall be made on notice (each a “ Notice of Revolving Credit Borrowing ”) given not later than (x) in the case of a Base Rate Advance, 12:00 noon (New York City time) on the date of such Borrowing (which shall be a Business Day), and (y) in the case of a Eurocurrency Rate Advance, 12:00 noon (New York City time) on the date three Business Days (four Business Days in the case of a Eurocurrency Rate Advance denominated in an Alternate Currency) before the date of such Borrowing, in each case by the Company (on its own behalf or on behalf of any Designated Borrower) to the Administrative Agent, which shall give to each Lender prompt notice thereof.

(ii) Each Notice of Revolving Credit Borrowing shall be in substantially the form of Exhibit B-1 hereto, specifying therein the requested (A) date of such Revolving Credit Borrowing, (B) Type of Advances comprising such Revolving Credit Borrowing, (C) aggregate amount of such Revolving Credit Borrowing, (D) in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances, Currency and initial Interest Period for each such Eurocurrency Rate Advance, and (E) the name of the Borrower (which shall be the Company or a Designated Borrower). If no election as to the Type of Revolving Credit Borrowing is specified, then the requested Revolving Credit Borrowing shall be a Base Rate Advance. If no initial Interest Period is specified with respect to any requested Eurocurrency Rate Advance, then the Company shall be deemed to have selected an initial Interest Period of three month’s duration.

(iii) Each Lender shall, (x) before 12:00 noon Local Time on the date of such Revolving Credit Borrowing if such Revolving Credit Borrowing consists of Eurocurrency Rate Advances and (y) before 3:00 p.m. (New York City time) on the date of such Revolving Credit Borrowing if such Revolving Credit Borrowing consists of Base Rate Advances, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for Advances denominated in the relevant Currency, in same day funds, such Lender’s ratable portion of such Revolving Credit Borrowing. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Administrative Agent will make such funds available to the Company or such other Borrower, as the case may be, by promptly crediting the amounts so received, in like funds, to an account of the Company or such other Borrower, as applicable, maintained with the Administrative Agent or an Affiliate thereof in New York City (if such Advance is denominated in U.S. Dollars) or in the Principal Financial Center for any other Currency and designated by the Company in the applicable Notice of Revolving Credit Borrowing.

(c) Anything herein to the contrary notwithstanding, (i) the Company may not select Eurocurrency Rate Advances for any Revolving Credit Borrowing if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.08 or 2.14, and (ii) Eurocurrency Rate Advances may not be outstanding as part of more than ten separate Revolving Credit Borrowings.

(d) Each Notice of Revolving Credit Borrowing received by the Administrative Agent shall be irrevocable and binding on the Company and the Borrowers.

(e) Unless the Administrative Agent shall have received notice from a Lender prior to the time of any Revolving Credit Borrowing that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Revolving Credit Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Revolving Credit Borrowing in accordance with Section 2.01(b) and the Administrative Agent may, in reliance upon such assumption, make available to the relevant Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the relevant Borrower severally agree (but without duplication) to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the relevant Borrower until the date such amount is repaid to the Administrative Agent, at the Federal Funds Rate (if such Advance is denominated in U.S. Dollars) or at the overnight London interbank offered rate for the relevant Currency (if such Advance is denominated in an Alternate Currency). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Revolving Credit Advance as part of such Revolving Credit Borrowing for purposes of this Agreement. If the relevant Borrower shall repay to the Administrative Agent such corresponding amount, such prepayment shall not limit any claim the relevant Borrower may have against the Lender that failed to make such amount available, and such Lender shall not be entitled to compensation in respect of such prepayment for purposes of Section 9.04(b).

(f) The failure of any Lender to make the Revolving Credit Advance to be made by it as part of any Revolving Credit Borrowing shall not relieve any other Lender of its obligation hereunder to make its Revolving Credit Advance on the date of such Revolving Credit Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit Advance to be made by such other Lender on the date of any Revolving Credit Borrowing.

(g) If so requested by any Lender through the Administrative Agent, each Borrower will promptly execute and deliver to the Administrative Agent for such Lender a Revolving Credit Note payable to the order of such Lender.

Section 2.02 . Letters of Credit. Subject to the terms and conditions of this Agreement, the Commitments may be utilized by the Company upon its request (on its own behalf or on behalf of any Designated Borrower) by the issuance by an Issuing Lender selected by the Company of one or more standby letters of credit (each a “ Letter of Credit ”) for account of any Borrower as specified by the Company, provided that (i) each Letter of Credit may be denominated only in U.S. Dollars and shall have a face amount of not less than $1,000,000, (ii) the sum of the aggregate Letter of Credit Exposures of all Lenders plus the aggregate outstanding principal amount of all Advances (computed as provided in Section 2.01) shall not at any time exceed the Total Commitments, (iii) the aggregate face amount of all Letters of

Credit outstanding at any time shall not exceed the Letter of Credit Limit, and (iv) the expiration date of any Letter of Credit may not extend beyond the earlier of the date five Business Days prior to the Commitment Termination Date and eighteen months following the issuance of such Letter of Credit. The following additional provisions shall apply to Letters of Credit:

(a) Notice of Issuance . The Company (on its own behalf or on behalf of any Designated Borrower) shall give the Administrative Agent at least five Business Days’ irrevocable prior notice (effective upon receipt) of the issuance of each Letter of Credit in substantially the form of Exhibit B-2 (a “ Notice of Letter of Credit Issuance ”), specifying the Issuing Lender, the Business Day (which shall be no later than 30 days before the Commitment Termination Date) on which such Letter of Credit is to be issued and the account party or parties therefor and describing in reasonable detail the proposed terms of such Letter of Credit (including the beneficiary thereof) and the nature of the transactions or obligations proposed to be supported thereby. Upon receipt of any such notice, the Administrative Agent shall advise the respective Issuing Lender of the contents thereof, and shall notify each other Lender of the Administrative Agent’s receipt of such request.

(b) Participations in Letters of Credit . On each day during the period commencing with the issuance by an Issuing Lender of any Letter of Credit and until such Letter of Credit shall have expired or been terminated, the Commitment of each Lender shall be deemed to be utilized for all purposes of this Agreement in an amount equal to such Lender’s Commitment Percentage of the then undrawn face amount of such Letter of Credit. Each Lender (other than the respective Issuing Lender) agrees that, upon the issuance of any Letter of Credit hereunder, it shall automatically acquire a participation in the respective Issuing Lender’s liability under such Letter of Credit in an amount equal to such Lender’s Commitment Percentage of such liability, and each Lender (other than such Issuing Lender) thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to such Issuing Lender to pay and discharge when due, its Commitment Percentage of such Issuing Lender’s liability under such Letter of Credit.

(c) Notice by Issuing Lenders of Drawings . Upon receipt from the beneficiary of any Letter of Credit of any demand for payment under such Letter of Credit, the respective Issuing Lender shall promptly notify the Company (through the Administrative Agent) of the amount to be paid by such Issuing Lender as a result of such demand, provide to the Company copies of documents delivered by the beneficiary with such demand and advise the Company of the date on which payment is to be made by such Issuing Lender to such beneficiary in respect of such demand. Notwithstanding the identity of the account party of any Letter of Credit, the Company hereby unconditionally agrees to pay and reimburse the Administrative Agent forthwith for account of such Issuing Lender for the amount of each demand for payment under such Letter of Credit that is in substantial compliance with the provisions of such Letter of Credit at the date on which payment is to be made by such Issuing Lender to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind, provided that to the extent the Company shall fail to pay any amount required to be paid pursuant to this paragraph (c) on the due date therefor, the Company shall pay interest to the Administrative Agent for account of such Issuing Lender on such amount from such due date until the date such payment is made at the rate set forth in Section 2.07(b).

(d) Notice by the Company of Borrowing for Reimbursement . Forthwith upon its receipt of a notice referred to in clause (c) of this Section 2.02, the Company shall advise the Administrative Agent whether or not the Company intends to borrow hereunder to finance its obligation to reimburse the respective Issuing Lender for the amount of the related demand for payment and, if it does, submit a notice of such borrowing as provided in Section 2.01 hereof.

(e) Payments by Lenders to Issuing Lenders . Each Lender (other than the respective Issuing Lender) shall forthwith pay to the Administrative Agent for account of the respective Issuing Lender at its Domestic Lending Office in U.S. Dollars and in immediately available funds the amount of such Lender’s Commitment Percentage of any payment under a Letter of Credit upon notice by such Issuing Lender (through the Administrative Agent) to such Lender requesting such payment and specifying such amount. Each such Lender’s obligation to make such payment to the Administrative Agent for account of such Issuing Lender under this paragraph (e), and such Issuing Lender’s right to receive the same, shall be absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the failure of any other Lender to make its payment under this paragraph (e), the financial condition of any Borrower (or any other account party), the existence of any Default or the termination of the Commitments or any other circumstance whatsoever. Each such payment to an Issuing Lender shall be made without any offset, abatement, withholding or reduction whatsoever. If any Lender shall default in its obligation to make any such payment to the Administrative Agent for account of an Issuing Lender, for so long as such default shall continue the Administrative Agent may at the request of such Issuing Lender withhold from any payments received by the Administrative Agent under this Agreement for account of such Lender the amount so in default and, to the extent so withheld, pay the same to such Issuing Lender in satisfaction of such defaulted obligation.

(f) Participations in Reimbursement Obligations . Upon the making of each payment by a Lender to an Issuing Lender pursuant to clause (e) of this Section 2.02 in respect of any Letter of Credit, such Lender shall, automatically and without any further action on the part of the Administrative Agent, such Issuing Lender or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to such Issuing Lender by the Company hereunder and under the Letter of Credit Documents relating to such Letter of Credit, and (ii) a participation in a percentage equal to such Lender’s Commitment Percentage in any interest or other amounts payable by any Borrower hereunder and under such Letter of Credit Documents in respect of such Reimbursement Obligation (other than the commissions, charges, costs and expenses payable to such Issuing Lender pursuant to clause (g) of this Section 2.02). Upon receipt by an Issuing Lender from or for account of any Borrower of any payment in respect of any Reimbursement Obligation or any such interest or other amount (including by way of set-off or application of proceeds of any collateral security) such Issuing Lender shall promptly pay to the Administrative Agent for account of each Lender entitled thereto such Lender’s Commitment Percentage of such payment, each such payment by such Issuing Lender to be made in the same money and funds in which received by such Issuing

Lender. In the event any payment received by an Issuing Lender and so paid to the Lenders hereunder is rescinded or must otherwise be returned by such Issuing Lender, each Lender shall, upon the request of such Issuing Lender (through the Administrative Agent), repay to such Issuing Lender (through the Administrative Agent) the amount of such payment paid to such Lender, with interest at the rate specified in clause (j) of this Section 2.02.

(g) Letter of Credit Fees . Each Borrower shall pay to the Administrative Agent for account of each Lender (ratably in accordance with its respective Commitment Percentage) a letter of credit fee in respect of each Letter of Credit at a rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances from time to time in effect on the daily average undrawn face amount of such Letter of Credit for the period from the date of issuance of such Letter of Credit (i) in the case of a Letter of Credit that expires in accordance with its terms, until such expiration date, and (ii) in the case of a Letter of Credit that is drawn in full or is otherwise terminated other than on the stated expiration date of such Letter of Credit, until the date such Letter of Credit is drawn in full or is terminated (such fee to be non-refundable, to be paid in arrears on each Quarterly Date, on the Commitment Termination Date and on the date of such termination or expiration, and to be calculated for any day after giving effect to any payments made under such Letter of Credit on such day). In addition, the Company shall pay to the Administrative Agent for account of the respective Issuing Lender an issuance fee in respect of each Letter of Credit issued by such Issuing Lender in an amount to be agreed with such Issuing Lender plus all charges, costs and expenses, in each case, in the amounts customarily charged by such Issuing Lender from time to time in like circumstances with respect to the issuance of each Letter of Credit and drawings and other transactions relating thereto.

(h) Information Provided by Issuing Lenders to Lenders . Promptly following the end of each calendar month, each Issuing Lender shall deliver (through the Administrative Agent) to each Lender and the Company a notice describing the aggregate amount of all Letters of Credit issued by it and outstanding at the end of such month. Upon the request of any Lender from time to time, each Issuing Lender shall deliver any other information reasonably requested by such Lender with respect to each Letter of Credit issued by it then outstanding.

(i) Conditions Precedent to Issuance . The issuance by an Issuing Lender of each Letter of Credit shall, in addition to the conditions precedent set forth in Article 3, be subject to the conditions precedent that (i) such Letter of Credit shall be in such form, contain such terms and support such transactions as shall be reasonably satisfactory to such Issuing Lender consistent with its then current practices and procedures with respect to letters of credit of the same type, and (ii) the Company shall have executed and delivered such applications, agreements and other instruments relating to such Letter of Credit as such Issuing Lender shall have reasonably requested consistent with its then current practices and procedures with respect to letters of credit of the same type, provided that in the event of any conflict between any such application, agreement or other instrument and the provisions of this Agreement, the provisions of this Agreement shall control. Not later than 5:00 pm (New York City time) on the Business Day preceding the date of issuance of any Letter of Credit, the relevant Issuing

Lender shall request confirmation from the Administrative Agent that such issuance would not cause the limitations set forth in paragraph (i) of the first sub-clause of this Section 2.02 to be exceeded, and such Issuing Lender shall not issue such Letter of Credit if (x) the Administrative Agent advises such Issuing Lender that such limitations would be exceeded or (y) the Administrative Agent notifies such Issuing Lender that the Administrative Agent has been advised by any other Lender or the Company that a condition precedent under Section 3.02 relating to such issuance has not been satisfied.

(j) Interest Payable to Issuing Lenders by Lenders . To the extent that any Lender shall fail to pay any amount required to be paid pursuant to clause (e) or (f) of this Section 2.02 on the due date therefor, such Lender shall pay interest to the respective Issuing Lender (through the Administrative Agent) on such amount from and including such due date to but excluding the date such payment is made at a rate per annum equal to the Federal Funds Rate, provided that if such Lender shall fail to make such payment to such Issuing Lender within five Business Days of such due date, then, retroactively to the due date, such Lender shall be obligated to pay interest on such amount at the Base Rate.

(k) Modifications and Supplements . The issuance by an Issuing Lender of any modification or supplement to any Letter of Credit hereunder shall be subject to the same conditions as are applicable under this Section 2.02 to the issuance of new Letters of Credit, and no such modification or supplement shall be issued hereunder unless either (i) the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such modified or supplemented form, or (ii) each Lender shall have consented thereto.

(l) Indemnity . Each Borrower hereby indemnifies and holds harmless each Lender and the Administrative Agent from and against any and all claims and damages, losses, liabilities, reasonable out-of-pocket costs or expenses that such Lender or the Administrative Agent may incur (or that may be claimed against such Lender or the Administrative Agent by any Person whatsoever) by reason of or in connection with the execution and delivery or transfer of or payment or refusal to pay by an Issuing Lender under any Letter of Credit issued by it; provided , however, that in no instance shall any Borrower be required to indemnify any Lender or the Administrative Agent for any claims, damages, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by (i) the bad faith, willful misconduct or gross negligence of an Issuing Lender in determining whether a request presented under any Letter of Credit issued by it complied with the terms of such Letter of Credit, or (ii) in the case of an Issuing Lender, such Lender’s failure to pay under any Letter of Credit issued by it after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit. Nothing in this Section 2.02 is intended to limit the other obligations of any Borrower, any Lender or the Administrative Agent under this Agreement.

Section 2.03 . Competitive Bid Advances. (a) Each Lender severally agrees that the Company may request Competitive Bid Borrowings under this Section 2.03 from time to time on any Business Day during the period from the date hereof until the date occurring either:

(i) 30 days prior to the Commitment Termination Date in the case of Competitive Bid Borrowings consisting of Advances bearing interest at a fixed margin above or below the applicable LIBO Rate (“ LIBO Rate Advances ”); or

(ii) seven days prior to the Commitment Termination Date, or, in the case of Competitive Bid Borrowings consisting of Advances bearing interest at a fixed rate (“ Fixed Rate Advances ”) and having Interest Periods of seven days or more, such longer period prior to the Commitment Termination Date,

in each case, in the manner set forth below.

Requests for Competitive Bid Borrowings may be for amounts up to or in excess of the aggregate amount of the Commitments of the respective Lenders then in effect. The following provisions shall apply:

(1) The Company (on its own behalf or on behalf of any Designated Borrower) may request a Competitive Bid Borrowing under this Section 2.03 by delivering to the Administrative Agent, by facsimile transmission or by e-mail, a notice of a Competitive Bid Borrowing (a “ Notice of Competitive Bid Borrowing ”) in substantially the form of Exhibit B-3 hereto, specifying therein (t) the requested date and Currency of such proposed Competitive Bid Borrowing, (u) the requested maximum aggregate amount of such proposed Competitive Bid Borrowing, (v) in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances, the Interest Period, or in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances, the maturity date for repayment of each Fixed Rate Advance to be made as part of such Competitive Bid Borrowing (which maturity date may not be later than the Commitment Termination Date), (w) the interest payment date or dates relating thereto (which interest payment dates, if such Competitive Bid Borrowing has a maturity date that is greater than three months after the date of such Borrowing, shall occur no less frequently than every three months), (x) the interest rate basis (LIBO Rate or Fixed Rate) to be offered by the Lenders, (y) the name of the Borrower (which shall be the Company or a Designated Borrower) and (z) other terms (if any) to be applicable to such Competitive Bid Borrowing, not later than 10:00 a.m. (New York City time) on the relevant date specified in the definition of “ Interest Period ”. Each Notice of Competitive Bid Borrowing shall be irrevocable and binding on the Company and the relevant Borrower; provided that the Company shall have no obligation to accept any offers to make Competitive Bid Advances. The Administrative Agent shall in turn promptly notify each Lender of each request for a Competitive Bid Borrowing received by it from the Company by sending such Lender a copy of the related Notice of Competitive Bid Borrowing. If no election as to the Currency of Borrowing is specified in any Notice of Competitive Bid Borrowing, then the applicable Borrower shall be deemed to have requested a Borrowing in U.S. Dollars.

(2) Each Lender may, if in its sole discretion it elects to do so, irrevocably offer to make one or more Competitive Bid Advances to a Borrower as part of such

proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Lender in its sole discretion, which rate or rates of interest, in the case of LIBO Rate Advances requested by the Company (on its own behalf and on behalf an on behalf of any Designated Borrower), shall be at a margin above or below the LIBO Rate for such Advances for the relevant Interest Period, by notifying the Administrative Agent (which shall give notice thereof to the Company as promptly as practicable but in no event later than 10:30 a.m. (New York City time) on the date such offer is submitted to the Administrative Agent),

(A) before 9:30 a.m. (New York City time) on the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances denominated in U.S. Dollars,

(B) before 10:00 a.m. (New York City time) three Business Days before the date of such proposed Competitive Bid Borrowing, in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in any Currency, or

(C) before 10:00 a.m. (New York City time) two Business Days prior to the first day of such Interest Period in respect of such Fixed Rate Advances denominated in any Alternate Currency,

in each case, of the maximum amount of each Competitive Bid Advance which such Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may exceed such Lender’s Commitment), the rate or rates of interest therefor and such Lender’s Applicable Lending Office with respect to such Competitive Bid Advance; provided that if the Administrative Agent in its capacity as a Lender shall, in its sole discretion, elect to make any such offer, it shall notify the Company of such offer at least 30 minutes before the time and on the date on which notice is required to be given to the Administrative Agent by each other Lender that elects to offer to make a Competitive Bid Advance. No offer to make a Competitive Bid Advance shall contain qualifying, conditional or similar language or propose terms other than or in addition to those set forth in the applicable Notice of Competitive Bid Borrowing. If any Lender shall elect not to make such an offer, such Lender shall so notify the Administrative Agent, before 10:00 a.m. (New York City time) on the date on which notice of such election is to be given to the Administrative Agent by the other Lenders, and such Lender shall not be obligated to, and shall not, make any Competitive Bid Advance as part of such Competitive Bid Borrowing; provided that the failure by any Lender to give such notice shall not cause such Lender to be obligated to make any Competitive Bid Advance as part of such proposed Competitive Bid Borrowing.

(3) The Company shall, in turn, before 11:00 a.m. (New York City time) on the date of such proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of Fixed Rate Advances denominated in U.S. Dollars, on the

date three Business Days before the date of such proposed Competitive Bid Borrowing in the case of a Competitive Bid Borrowing consisting of LIBO Rate Advances denominated in any Currency, or on the date two Business Days prior to the first day of such Interest Period in the case of Fixed Rate Advances denominated in any Alternate Currency, either:

(x) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to that effect, or

(y) accept one or more of the offers made by any Lender or Lenders pursuant to clause (2) above, in its sole discretion, by giving notice to the Administrative Agent of the amount of each Competitive Bid Advance (which amount shall be equal to or less than the maximum amount, notified to the Company by the Administrative Agent on behalf of such Lender for such Competitive Bid Advance pursuant to clause (2) above) to be made by each Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Lenders pursuant to clause (2) above by giving the Administrative Agent notice to that effect; provided that the Company shall not accept any offer in excess of the requested bid amount for any maturity. Any acceptance of offers made by any Lender or Lenders to make Competitive Bid Advances shall be made by the Company in order of the lowest to the highest rates of interest offered by such Lenders. If two or more Lenders have offered the same interest rate, the amount to be borrowed at such interest rate, if any, will be allocated among such Lenders in proportion to the amount that each such Lender offered at such interest rate.

Notwithstanding the foregoing, following the delivery of a Notice of Competitive Bid Borrowing to the Administrative Agent, the Company shall be obligated to notify the Administrative Agent as to whether it shall cancel such Competitive Bid Borrowing or accept offers made by Lenders as set forth in this clause (3); provided that no Competitive Bid Borrowing shall be made unless the Company shall have accepted offers in accordance with clause (y) above.

(4) If the Company notifies the Administrative Agent that such Competitive Bid Borrowing is cancelled pursuant to clause (3)(x) above, the Administrative Agent shall give prompt notice thereof to the Lenders and such Competitive Bid Borrowing shall not be made.

(5) If the Company accepts one or more of the offers made by any Lender or Lenders pursuant to clause (3)(y) above, the Administrative Agent shall in turn promptly notify (A) each Lender that has made an offer as described in clause (2) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Lender pursuant to clause (2) above have been accepted by the Company, (B) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, of the amount of each

Competitive Bid Advance to be made by such Lender as part of such Competitive Bid Borrowing, and (C) each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing, upon receipt, that the Administrative Agent has received forms of documents appearing to fulfill the conditions set forth in Section 3.03. Each Lender that is to make a Competitive Bid Advance as part of such Competitive Bid Borrowing shall, before 12:00 noon (New York City time) on the date of such Competitive Bid Borrowing specified in the notice received from the Administrative Agent pursuant to clause (A) of the preceding sentence or any later time when such Lender shall have received notice from the Administrative Agent pursuant to clause (C) of the preceding sentence, make available for the account of its Applicable Lending Office to the Administrative Agent at the Administrative Agent’s Account for Advances denominated in the relevant Currency, in same day funds, such Lender’s portion of such Competitive Bid Borrowing. Upon fulfillment of the conditions set forth in Section 3.03 and after receipt by the Administrative Agent of such funds, the Administrative Agent will make such funds available to the relevant Borrower by promptly crediting the amounts so received, in like funds, to an account of the Company maintained with the Administrative Agent or an Affiliate thereof in New York City (if such Advance is denominated in U.S. Dollars) and in the principal financial center for any other Currency and designated by the Company in the applicable Notice of Competitive Bid Borrowing. Promptly after each Competitive Bid Borrowing the Administrative Agent will notify each Lender of the amount of the Competitive Bid Borrowing, the consequent Competitive Bid Reduction and the dates upon which such Competitive Bid Reduction commenced and will terminate.

(6) If the Company notifies the Administrative Agent that it accepts one or more of the offers made by any Lender or Lenders pursuant to clause (3)(y) above, such notice of acceptance shall be irrevocable and binding on the Company and the relevant Borrower. The Company shall pay each Lender amounts calculated in accordance with Section 9.04(b) to compensate such Lender for any loss, reasonable out-of-pocket cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in the related Notice of Competitive Bid Borrowing for such Competitive Bid Borrowing the conditions set forth in Section 3.03.

(b) Each Competitive Bid Borrowing shall be in an aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or, in the case of a Competitive Bid Borrowing denominated in an Alternate Currency, the Foreign Currency Equivalent thereof in such Alternate Currency).

(c) Within the limits and on the conditions set forth in this Section 2.03, each Borrower may from time to time borrow under this Section 2.03, prepay or repay the amounts borrowed, in whole or in part, pursuant to clause (d) below, and reborrow under this Section 2.03, provided that a Competitive Bid Borrowing shall not be made within three Business Days of the date of the making of any other Competitive Bid Borrowing.

(d) Each Borrower agrees to repay to the Administrative Agent for the account of each Lender that has made a Competitive Bid Advance to such Borrower, on the maturity date of such Competitive Bid Advance (such maturity date being that specified by the Company for repayment of such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to clause Section 2.03(1) above and provided in the Competitive Bid Note evidencing such Competitive Bid Advance), the then unpaid principal amount of such Competitive Bid Advance. The Borrowers shall have (a) no right to prepay any Competitive Bid Advance that is a Fixed Rate Advance without the prior consent of the each Lender that has made such Fixed Rate Advance, and (b) shall have the right to prepay any Competitive Bid Advance that is a LIBO Rate Advance subject to the payment to each Lender of the amount calculated in accordance with Section 9.04(b) to compensate such Lender for any loss, reasonable out-of-pocket cost or expense incurred by such Lender as a result of the prepayment of such LIBO Rate Advance prior to the maturity date thereof.

(e) Each Borrower agrees to pay interest on the unpaid principal amount of each Competitive Bid Advance made to such Borrower from the date of such Competitive Bid Advance until the date the principal amount of such Competitive Bid Advance is repaid in full, at the rate of interest for such Competitive Bid Advance specified by the Lender making such Competitive Bid Advance in its Notice of Competitive Bid Borrowing with respect thereto delivered pursuant to clause Section 2.03(1) above, payable on the interest payment date or dates specified by the Company for such Competitive Bid Advance in the related Notice of Competitive Bid Borrowing delivered pursuant to clause Section 2.03(1) above, as provided in the Competitive Bid Note evidencing such Competitive Bid Advance; provided that if any Borrower shall fail to pay when due (whether at stated maturity, by mandatory prepayment, by acceleration or otherwise) any principal of or interest on any Competitive Bid Advance, such Borrower shall pay interest on the defaulted amount at the rate provided for in Section 2.07(b), payable from time to time on demand.

(f) The indebtedness of each Borrower resulting from each Competitive Bid Advance made by a Lender to such Borrower as part of a Competitive Bid Borrowing shall, if so requested by such Lender, be evidenced by a separate Competitive Bid Note of such Borrower payable to the order of such Lender.

Section 2.04 . Changes of Commitments.

(a) Termination on Commitment Termination Date . The Commitments shall automatically be reduced to zero on the Commitment Termination Date.

(b) Ratable Termination or Reduction . The Company shall have the right, at any time or from time to time, upon at least three Business Days’ notice to the Administrative Agent, to terminate in whole or reduce ratably in part the unused portions of the respective Commitments, provided that (i) each partial reduction shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof, (ii) the aggregate amount of the Commitments of the Lenders as to all Borrowers shall not be reduced to an amount that is less than the aggregate outstanding principal amount of all Advances and the aggregate

Letter of Credit Exposures of the Lenders, then outstanding as to all Borrowers, and (iii) any such reduction shall be without prejudice to the terms of Sections 2.02(b) and (e). The aggregate amount of the Commitments, once reduced as provided in this Section 2.04(b), may not be reinstated.

(c) Increase. (i) The Company (on its own behalf and on behalf of any Designated Borrower) may, at any time but in any event not more than once during any calendar year, make a written request (an “ Increase Request ”) to the Administrative Agent (who shall promptly forward a copy to each Lender) that the Total Commitments be increased (each such proposed increase being a “ Proposed Commitment Increase ”), through an increase of the Commitment or Commitments of one or more existing Lenders and/or the addition of one or more other financial institutions reasonably acceptable to the Administrative Agent (each a “ New Lender ”), as the Company may determine, all effective as of a date (the “ Commitment Increase Date ”) that shall be specified in such notice and that shall be prior to the Commitment Termination Date, provided that each Proposed Commitment Increase, and any increase in the Commitments effected pursuant thereto, shall be in an aggregate amount equal to $10,000,000 or an integral multiple of $1,000,000 in excess thereof, and provided , further , that after giving effect to any such Proposed Commitment Increase, the Total Commitments shall not exceed $2,000,000,000.

(ii) The Company may offer the opportunity to participate in a Proposed Commitment Increase to all of the then existing Lenders and/or to one or more New Lenders, and will notify the Administrative Agent as part of the Increase Request to whom it wishes to offer the same; provided that the Commitment of each New Lender shall be at least $10,000,000; and provided further that no Lender shall have any obligation whatsoever to commit to all or any portion of the Proposed Commitment Increase.

(iii) Each Increase Request shall include a certification by a duly authorized officer of the Company that no Default has occurred and is continuing on and as of the date of such Increase Request and shall specify the proposed effective date of such increase (an “ Increase Date ”), which shall be at least ten Business Days after the date of the Increase Request.

(iv) If the Company is offering participation to the then existing Lenders, each Lender that is willing to increase its Commitment (each an “ Increasing Lender ”) shall notify the Administrative Agent on or prior to the date five Business Days after the date of the Increase Request of the amount, if any, by which it is willing to increase its Commitment, which amount shall not exceed the amount specified in the Increase Request.

(v) On the effective date of an increase in the Commitments pursuant hereto, (i) the Commitment of each Increasing Lender shall be increased to the extent hereinafter provided and each New Lender shall become a party hereto by executing and delivering, effective on said date, an accession agreement (each an “ Accession

Agreement ”) in substantially the form of Exhibit C-2, whereupon such New Lender shall have the rights and obligations of a Lender hereunder, and (ii) if on such date there are Revolving Credit Advances outstanding, appropriate adjustments shall be made (by the making of Revolving Credit Advances by the New Lenders and/or the prepayment of outstanding Revolving Credit Advances) as necessary to cause the outstanding Revolving Credit Advances to be held ratably by all Lenders; and Schedule 2.01 shall be appropriately revised, and Revolving Credit Notes (to the extent requested by Increasing Lenders and New Lenders) shall be issued, to reflect the foregoing.

(vi) If the sum of the aggregate amount by which the Commitments of the Increasing Lenders are increasing exceeds the amount required in light of the Commitments of the New Lenders, the increase shall be allocated ratably among the New Lenders.

Section 2.05 . Fees.

(a) Facility Fee . The Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee on the daily average amount of such Lender’s Commitment, whether or not utilized, for each day during the period from the date hereof until the Commitment Termination Date at a rate per annum equal to the Applicable Facility Fee Rate in effect from time to time, provided that if and to the extent any Advances continue to be outstanding and held by such Lender and/or such Lender continues to have any Letter of Credit Exposure after the Commitment Termination Date, such facility fee will continue to accrue on the daily outstanding amount of such Advances and Letter of Credit Exposure until they are reduced to zero. The accrued facility fee shall be payable in U.S. Dollars in arrears on each Quarterly Date and on the Commitment Termination Date; provided that any facility fee accruing after the Commitment Termination Date shall be payable from time to time on demand.

(b) Administrative Agent’s Fee . The Company shall pay to the Administrative Agent for its own account such fees as have been agreed in writing by and between the Company and the Administrative Agent.

(c) Utilization Charges . The Company agrees to pay to the Administrative Agent for the account of each Lender a utilization charge on the Dollar Equivalent of the aggregate outstanding principal amount of the Revolving Credit Advances and Letter of Credit Exposure of such Lender, for each day that there is any Advance or Letter of Credit Exposure outstanding, at a rate equal to 0.050% per annum, payable in U.S. Dollars on each day on which interest is payable hereunder, and computed on the same basis as interest on Revolving Credit Advances.

Section 2.06 . Repayment of Revolving Credit Advances and Alternate Currency Revaluation.

(a) Repayment of Revolving Credit Advances . Each Borrower agrees to repay to the Administrative Agent for account of each Lender the full principal amount of all Revolving Credit Advances of such Lender to such Borrower, and each such Revolving Credit Advance shall mature, on the Commitment Termination Date.

(b) Alternate Currency Revaluation . If at any time by reason of fluctuations in foreign exchange rates (i) the aggregate outstanding principal amount of all Advances (for which purpose the amount of any Advance that is denominated in an Alternate Currency shall be deemed to be the Dollar Equivalent thereof as of the date of determination) plus the aggregate Letter of Credit Exposure exceeds (ii) an amount equal to 105% of the then aggregate amount of the Commitments, the Administrative Agent shall use reasonable efforts to give prompt written notice thereof to the Company, and the Company shall promptly, or on the last day of the then current Interest Period in respect of the Eurocurrency Advances, prepay the Advances, or cause the Advances to be prepaid, in an aggregate amount equal to such excess as determined by the Administrative Agent and specified in such notice. The good faith determinations of the Administrative Agent hereunder shall be conclusive and binding on the Company and the other Borrowers in the absence of manifest error.

Section 2.07 . Interest.

(a) Scheduled Interest . Each Borrower agrees to pay interest on the unpaid principal amount of each Revolving Credit Advance of each Lender to such Borrower from the date of such Revolving Credit Advance until such principal amount shall be paid in full, at the following rates per annum:

(i) Base Rate Advances . While such Revolving Credit Advance is a Base Rate Advance, a rate per annum equal to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin for Base Rate Advances, payable in arrears on each Quarterly Date and on the date such Base Rate Advance shall be Converted or paid in full.

(ii) Eurocurrency Rate Advances . While such Revolving Credit Advance is a Eurocurrency Rate Advance, a rate per annum, for each Interest Period for such Revolving Credit Advance, equal to the sum of (x) the Eurocurrency Rate for such Interest Period for such Revolving Credit Advance plus (y) the Applicable Margin for Eurocurrency Advances, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on the last day of each consecutive three-month interval commencing on the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in full.

(b) Default Interest . In addition to interest payable under clause (a) above, if any Borrower shall fail to pay when due (whether at scheduled maturity, by mandatory prepayment, by acceleration or otherwise) any principal of or interest on any Advance or Reimbursement Obligation or any other amount whatsoever payable by it under this Agreement and the other Loan Documents, such Borrower agrees to pay interest on the

defaulted amount, from time to time on demand, from the due date thereof until such amount is paid in full, at a rate per annum equal to (i) in the case of any such principal, the rate otherwise applicable thereto plus 2% per annum, and (ii) in the case of any other such amount, a rate equal to the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above plus 2% per annum; provided , however, that in the case of a delay in the payment when due of interest or fees due solely to a delay, beyond the control of the Borrower making such payment, in the completion of a payment by wire transfer or similar circumstances, the increased rate provided for in this clause (b) shall take effect, if such interest or fees are then unpaid and outstanding, on the first Business Day after the due date of such interest or fees.

Section 2.08 . Interest Rate Determination. (a) Each Reference Bank agrees to furnish to the Administrative Agent, upon its request, timely information to the extent necessary for the purpose of determining each Eurocurrency Rate and each LIBO Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the other Reference Banks or Bank. The Administrative Agent shall give prompt notice to the Company and the Lenders of each interest rate so determined by the Administrative Agent for purposes of Section 2.07(a)(ii). Each good faith determination by the Administrative Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error. Advances denominated in different Currencies shall be deemed to have separate Interest Periods.

(b) If, with respect to any Eurocurrency Rate Advances, the Majority Lenders notify the Administrative Agent that the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Company and the Lenders, whereupon (i) each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Revolving Credit Advances into, Eurocurrency Advances shall be suspended until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist.

(c) If the Company shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, such Interest Period shall have a duration of three months.

(d) Upon the occurrence and during the continuance of any Event of Default, (i) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until such Event of Default ceases to exist.

(e) If, after request by the Administrative Agent, no Reference Bank furnishes timely information to the Administrative Agent for determining the Eurocurrency Rate or the LIBO Rate for any Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, the Administrative Agent shall forthwith notify the Company and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, with respect to Eurocurrency Rate Advances, each such Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance (or, if such Advance is then a Base Rate Advance, will not be eligible for Conversion into a Eurocurrency Rate Advance), and the obligation of the Lenders to make Eurocurrency Rate Advances or LIBO Rate Advances or to Convert Revolving Credit Advances into Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Company and the Lenders that the circumstances causing such suspension no longer exist, which notice shall be given promptly after such circumstances cease to exist.

(f) If any Reference Bank’s Commitment shall terminate or all of its rights and obligations under this Agreement shall be assigned for any reason whatsoever, such Reference Bank shall cease to be a Reference Bank and shall be discharged from its duties and obligations under this Agreement, and if, as a result of the foregoing, there shall only be one Reference Bank remaining, the Administrative Agent (after approval by the Company, such approval not to be unreasonably withheld or delayed) shall, by notice to the Company and the Lenders, designate another Lender as a Reference Bank, which Lender shall become a Reference Bank upon the execution and delivery to the Administrative Agent and the Company of an undertaking pursuant to which such Lender shall agree to be bound by and to perform all obligations of a Reference Bank as set forth in this Agreement.

(g) If this Agreement shall require that any Eurocurrency Rate Advance be Converted to a Base Rate Advance (including as provided in Sections 2.08, 2.09 and 2.14) and such Eurocurrency Rate Advance is denominated in an Alternate Currency, the relevant Borrower shall on the date of the required Conversion pay or prepay the full amount of such Eurocurrency Rate Advance ( provided that the foregoing shall not prevent any Borrower from borrowing additional Advances to the extent otherwise permitted hereunder).

Section 2.09 . Optional Conversion of Revolving Credit Advances. Each Borrower may on any Business Day, elect to Convert any Revolving Credit Advance which is a Eurocurrency Advance comprising the same Borrowing into a Base Rate Advance upon at least one Business Days’ prior written notice given to the Administrative Agent not later than 12:00 noon (New York City time) or elect to Convert any Revolving Credit Advance which is a Base Rate Advance comprising the same Borrowing into a Eurocurrency Advance upon at least three Business Days’ prior written notice given to the Administrative Agent not later than 11:00 a.m. (New York City time), subject to the provisions of Sections 2.08 and 2.14; provided that (i) any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurocurrency Rate Advances, (ii) any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an amount not less than the minimum borrowing amount specified in Section 2.01(a)(ii), and (iii) no Conversion of any Revolving Credit Advances shall result in more than three separate

Revolving Credit Borrowings. Each such notice of a Conversion shall, within the restrictions specified above, specify the date of such Conversion, the Revolving Credit Advances to be Converted, and if such Conversion is from Base Rate Advances into Eurocurrency Rate Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Company and the relevant Borrower.

Section 2.10 . Optional Prepayments of Revolving Credit Advances.

(a) Each Borrower may, upon notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, given not later than 11:30 a.m. (New York City time) (i) three Business Days before such proposed prepayment in the case of Eurocurrency Rate Advances, (ii) on the day of such proposed prepayment in the case of Base Rate Advances, and, if such notice is given, such Borrower shall, prepay without penalty or premium (but subject to Section 9.04(b)) the outstanding principal amount of the Revolving Credit Advances comprising part of the same Revolving Credit Borrowing made to such Borrower in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. Each prepayment under this Section 2.10 shall be in a minimum amount of $10,000,000 or any whole multiple of $1,000,000 in excess thereof (or, in the case of Advances in an Alternate Currency, the Foreign Currency Equivalent thereof).

(b) If the obligations of the Company under Article 10 with respect to any outstanding Guaranteed Obligations owing by any Designated Borrower shall for any reason (i) be terminated, (ii) cease to be in full force and effect, or (iii) not be the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, then such Borrower shall, no later than the 15th day after the date of such notice, prepay without penalty or premium (but subject to Section 9.04(b)) the full principal of and interest on the Advances owing by, and the Notes payable by, such Borrower and all other amounts whatsoever payable hereunder by such Borrower.

Section 2.11 . Payments and Computations. (a) Except to the extent otherwise expressly provided herein:

(i) each Revolving Credit Borrowing from the Lenders, each payment of the facility fee under Section 2.05(a) to the Lenders, each payment of the utilization fee under Section 2.05(c) to the Lenders and each termination or reduction of the Commitments of the Lenders shall be made on a pro rata basis in accordance with their respective Commitment Percentages;

(ii) Eurocurrency Advances having the same Interest Period shall be allocated among the Lenders on a pro rata basis in accordance with their respective Commitment Percentages;

(iii) each payment or prepayment of Revolving Credit Advances, and each payment of interest on the Revolving Credit Advances, shall be made for the account of the Lenders on a pro rata basis in accordance with the respective aggregate amount of the Revolving Credit Advances held by them; and

(iv) each payment in respect of participations in Reimbursement Obligations acquired by the Lenders under Section 2.02(f) shall be made to them on a pro rata basis in accordance with amounts paid by them under Section 2.02(e).

(b) All payments of principal and interest on an Advance that is denominated in a particular Currency shall be made in such Currency, and all other amounts payable under this Agreement shall be denominated in U.S. Dollars.

(c) Each Borrower shall make each payment hereunder and under the Notes to the Administrative Agent at the Administrative Agent’s Account in the Principal Financial Center for the relevant Currency and in same day funds, without set-off or counterclaim (except to the extent required pursuant to Section 2.15), not later than 12:00 noon Local Time on the due date of such payment (each such payment made after such time on such date to be deemed to have been made on the next Business Day). The Administrative Agent will promptly thereafter cause to be distributed like Currency and funds relating to the payment of principal or interest or the facility or other fees ratably (subject to Sections 2.02, 2.03, 2.04(c), 2.13, 2.15 and 9.04(b)) to the Lenders for the account of their respective Applicable Lending Offices to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Assumption and recording of the information contained therein in the Register pursuant to Section 9.06, from and after the effective date specified in such Assignment and Assumption, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assigned thereby to the assignee thereunder, and the Lender and assignee under such Assignment and Assumption (which shall not include any Borrower) shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves; and upon any New Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.04(c), and upon the Administrative Agent’s receipt of such Lender’s Accession Agreement pursuant to Section 2.04(c), from and after the effective date of such Commitment Increase, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest assumed thereby to such New Lender.

(d) All computations of (i) interest based on the base rate of Citibank shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and (ii) interest based on the Eurocurrency Rate or the LIBO Rate or the Federal Funds Rate or any fixed rate applicable to a Fixed Rate Advance, and of the facility fee and letter of credit fees, shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) elapsed.

(e) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, facility fee or letter of credit fee, as the case may be.

(f) Each Borrower shall, at the time of making each payment under this Agreement or any Note, specify to the Administrative Agent the Advances or other amounts payable by such Borrower to which such payment is to be applied; provided that if such Borrower fails to so specify, or if an Event of Default has occurred and is continuing at the time of such payment, the Administrative Agent shall be entitled to distribute such payment to the Lenders in such manner as it may deem appropriate (without prejudice, however, to the provisions of Section 2.11).

(g) Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Lenders hereunder that such Borrower will not make such payment in full, the Administrative Agent may assume that such Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent a Borrower shall not have so made such payment in full to the Administrative Agent, each Lender shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Administrative Agent, at the Federal Funds Rate (if such payment is denominated in U.S. Dollars) or at the overnight London interbank offered rate for the relevant Currency (if such payment is denominated in an Alternate Currency).

Section 2.12 . Sharing of Set-off, Etc. (a) If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to or for the credit or the account of any Credit Party against any of and all the obligations of such Credit Party now or hereafter existing under any Loan Document held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement and although such obligations may be unmatured. The rights of each Lender under this Section 2.12(a) are in addition to other rights and remedies (including other rights of set-off) which such Lender may have.

(b) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.04(c), 2.13, 2.15 or 9.04(b)) in excess of its ratable share of payments on account of the Revolving Credit Advances obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances owing to such other Lenders, and make such other adjustments, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (ii) the

total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.12(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation.

(c) Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation any Borrower.

Section 2.13 . Requirements of Law. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made after the date of this Agreement:

(i) imposes, modifies or deems applicable any reserve, special deposit or similar requirements against assets held by, or deposits or other liabilities in or for the account of, or advances or loans or other credit extended by, or the Commitment of, any office of any Lender which are not otherwise covered by clause (b) below, or

(ii) imposes on such Lender any other condition affecting this Agreement or its Notes or its Commitment,

and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining Eurocurrency Advances or LIBO Rate Advances or to reduce any amount received or receivable by such Lender hereunder in connection therewith then, in any such case, the Company shall promptly pay to such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount which such Lender reasonably deems to be material ( provided that this Section 2.13 shall not be deemed to apply with respect to Taxes addressed in Section 2.15). A certificate of a Lender in reasonable detail as to any amounts payable under this Section 2.13, delivered to the Company through the Administrative Agent, shall be conclusive and binding on the Company in the absence of manifest error. Each Lender agrees to use reasonable efforts to minimize any amount that may otherwise be payable pursuant to this Section 2.13 if it can do so without incurring additional cost or expense, or legal or regulatory disadvantage, deemed by such Lender to be material.

(b) In addition to (but without duplication of) any amounts payable from time to time under Section 2.13 above, the Company agrees to pay to each Lender which requests compensation under this paragraph (b) by notice to the Company, on the last day of each Interest Period with respect to any Advance made by such Lender, so long as such Lender shall be required to maintain reserves against “Eurocurrency liabilities” under Regulation D (or so long as such Lender shall be required to maintain reserves against any other category of liabilities which includes deposits by reference to which the interest rate on Eurocurrency

Advances is determined as provided herein, or against any category of extensions of credit or other assets of such Lender which includes such Advances), an additional amount (as determined by such Lender and notified to the Company) equal to the actual costs, if any, incurred by such Lender during such Interest Period as a result of the applicability of such reserves to such Advances, being the product of the following for each day during such Interest Period:

(i) the outstanding principal amount of each such Advance to which such Interest Period relates, and

(ii) the difference between (x) a fraction (expressed as a decimal) the numerator of which is the Eurocurrency Rate (expressed as a decimal) applicable to such Eurocurrency Advance and the denominator of which is one minus the Reserve Requirement minus (y) said numerator, and

(iii) a fraction the numerator of which is 1 and the denominator of which is 360.

(c) If any Lender shall have determined that the adoption of or any change in any Requirement of Law after the date of this Agreement regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or direction regarding capital adequacy (whether or not having the force of law) from any central bank or other Governmental Authority made after the date of this Agreement has the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequence of its obligations hereunder or the Advances or the Letters of Credit to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into account such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, the Company shall pay to such Lender such additional amount as shall be certified by such Lender as being required to compensate it for such reduction.

(d) Anything herein to the contrary notwithstanding, the Company shall not be required to pay to any Lender amounts owing under this Section 2.13 for any period that is more than 180 days prior to the date on which the request for payment therefor is delivered to the Company; provided that if the event or occurrence giving rise to such obligation is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(e) Notwithstanding the foregoing provisions of this Section, a Lender shall not be entitled to compensation pursuant to this Section in respect of any Competitive Bid Advance if the change in any Requirement of Law that would otherwise entitle it to such compensation shall have been publicly announced prior to submission of the Competitive Bid Advance pursuant to which such Loan was made.

(f) Notwithstanding anything else to the contrary, this Section 2.13 shall not apply to any Taxes addressed in Section 2.15.

Section 2.14 . Illegality. Anything in this Agreement to the contrary notwithstanding, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any relevant Governmental Authority to any Lender shall make it unlawful for such Lender to make or maintain Eurocurrency Advances or LIBO Rate Advances as contemplated by this Agreement or to obtain in the relevant interbank market the funding for such Advances, (a) such Lender shall promptly notify the Administrative Agent and the Company thereof, (b) the obligation of such Lender hereunder to make Eurocurrency Advances or LIBO Rate Advances to continue Eurocurrency Advances shall forthwith terminate, and (c) such Lender’s Eurocurrency Advances then outstanding shall be Converted on the last day of the then current Interest Period for such Advances (or on such earlier date as may be required by law) to Base Rate Advances. The Company agrees to pay promptly to such Lender, upon its demand, any additional amounts necessary to compensate such Lender for the costs reasonably incurred by such Lender as a result of such repayment in accordance with Section 9.04(b). Each Lender agrees to use reasonable efforts to minimize any amounts that may otherwise be payable pursuant to this Section 2.14 if it can do so without incurring additional cost or expense, or legal or regulatory disadvantage, deemed by such Lender to be material.

Section 2.15 . Taxes. (a) Any and all payments by or on account of any obligation of each Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes unless deduction of such Taxes is required by law (or by the interpretation or administration thereof); provided that if any Borrower shall be required by law (or by the interpretation or administration thereof) to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions of such Indemnified Taxes or Other Taxes (including deductions of such Indemnified Taxes or Other Taxes applicable to additional sums payable under this Section 2.15) the Administrative Agent or any Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions of such Indemnified Taxes or Other Taxes been made, (ii) such Borrower shall make such deductions of such Indemnified Taxes or Other Taxes, and (iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, each Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Each Borrower shall indemnify the Administrative Agent and each Lender, within 30 days after written demand therefor, which written demand shall be made within 60 days of the date the Administrative Agent or such Lender received written demand for payment of any Indemnified Taxes or Other Taxes from the relevant Governmental Authority, for the full amount of such Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes properly imposed or asserted on or attributable to amounts payable under this Section 2.15(c)) paid by the Administrative Agent or such Lender, as the case may be, and any

penalties, interest and reasonable out-of-pocket expenses arising therefrom or with respect thereto. A certificate setting forth the amount of such payment or liability and, in reasonable detail, the manner in which such amount shall have been determined, delivered to such Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be presumptive evidence of such payment or liability absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to any Governmental Authority, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Each Foreign Lender shall deliver to the Company, each Designated Borrower that is a United States Person and the Administrative Agent on or before the date such Foreign Lender becomes a party to this Agreement and on or before the date, if any, such Foreign Lender changes its Applicable Lending Office (i) two duly executed and properly completed Internal Revenue Service Forms W-8ECI or W-8BEN (with respect to the benefit of an income tax treaty), or successor forms, certifying to such Foreign Lender’s entitlement to a complete exemption from United States withholding tax with respect to all payments to be made to it under the Loan Documents, or (ii) if such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, either (x) the forms referred to in clause (e) above certifying to such Foreign Lender’s entitlement to a complete exemption from United States withholding tax with respect to all payments to be made to it under the Loan Documents, or (y) two duly executed and properly completed Internal Revenue Service Forms W-8BEN (or successor forms) and a duly executed certificate substantially in the form of Exhibit H (any such certificate, a “ Section 2.15(e) Certificate ”); provided , however , that in the event that a Foreign Lender is not classified as a corporation for United States federal income tax purposes, such Foreign Lender shall take any actions necessary and shall deliver to the Company, each such Designated Borrower and the Administrative Agent all additional (or alternative) Internal Revenue Service forms and Section 2.15(e) Certificates necessary to fully establish such Foreign Lender’s entitlement to a complete exemption from United States withholding tax on all payments to be made to it under the Loan Documents (including causing its partners, members, beneficiaries or owners, or their beneficial owners, to take any actions and deliver any Internal Revenue Service forms and Section 2.15(e) Certificates necessary to establish such exemption). In addition, each Foreign Lender shall deliver such Internal Revenue Service forms and the Section 2.15(e) Certificate (as applicable) to the Company, each such Designated Borrower and the Administrative Agent promptly upon the obsolescence, inaccuracy or invalidity of any such Internal Revenue Service forms or Section 2.15(e) Certificate previously delivered by such Foreign Lender pursuant to this Section 2.15(e) unless such Foreign Lender is not legally able to deliver such Internal Revenue Service forms or Section 2.15(e) Certificate.

(f) If the Administrative Agent or any Lender is entitled to an exemption from or reduction in the rate of the imposition, deduction or withholding of any Indemnified Tax or Other Tax under the laws of the jurisdiction in which a Designated Borrower that is not a

United States Person is organized or engaged in business, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement or any other Loan Document, then the Administrative Agent or such Lender (as the case may be) shall deliver to such Designated Borrower or the relevant Governmental Authority, in the manner and at the time or times prescribed by applicable law or as reasonably requested by such Designated Borrower, such properly completed and executed documentation prescribed by applicable law or reasonably requested by such Designated Borrower as will permit such payments to be made without the imposition, deduction or withholding of such Indemnified Tax or Other Tax or at a reduced rate, provided that the Administrative Agent or such Lender is legally entitled to complete, execute and deliver such documentation and in its reasonable judgment such completion, execution or submission would not materially prejudice its commercial or legal position or require disclosure of information it considers confidential or proprietary.

(g) Each Lender agrees that, before making a demand under this Section 2.15, it shall use reasonable efforts (consistent with its legal and regulatory restrictions) to designate a different Applicable Lending Office or assign its rights and obligations hereunder to another of its offices, branches or affiliates if the making of such a designation or assignment will avoid the need for, or reduce the amount of, any additional amounts that would otherwise thereafter accrue and will not, in the reasonable judgment of such Lender, require such Lender to incur a cost or expense, or legal or regulatory disadvantage, determined by such Lender to be material. Upon any such change in any Applicable Lending Office or assignment, such Lender shall provide or cause to be provided to the Administrative Agent and the Company (and if applicable, the relevant Designated Borrower) the appropriate form specified in Section 2.15(e) or Section 2.15(f).

(h) If any Borrower pays any additional amount or indemnity payment pursuant to this Section 2.15 with respect to the Administrative Agent or any Lender, the Administrative Agent or such Lender shall use reasonable efforts to obtain a refund of tax or credit against its tax liabilities on account of such payment; provided , however, that the Administrative Agent or such Lender shall have no obligation to use such reasonable efforts if either (i) it is in an excess foreign tax credit position or (ii) it believes in good faith, in its sole discretion, that claiming a refund or credit would cause adverse tax consequences to it. In the event that the Administrative Agent or such Lender receives such a refund or credit, the Administrative Agent or such Lender shall promptly pay to such Borrower an amount that the Administrative Agent or such Lender reasonably determines is equal to the net tax benefit obtained by the Administrative Agent or such Lender as a result of such payment by such Borrower. Nothing contained in this Section 2.15(h) shall require the Administrative Agent or such Lender to disclose or detail the basis of its calculation of the amount of any net tax benefit or its determination referred to in the proviso to the first sentence of this Section 2.15(h) to such Borrower or any other party.

(i) Should a Lender become subject to Taxes because of its failure to deliver a form required hereunder, the Company (and if applicable, the relevant Designated Borrower) shall take such steps as the Lender shall reasonably request to assist the Lender to recover such Taxes; provided that, in the reasonable judgment of the Company (or such relevant Designated

Borrower), such steps shall not subject the Company (or such relevant Designated Borrower) to any unreimbursed cost or expense and would not otherwise be disadvantageous to the Company (or such relevant Designated Borrower) in any material respect.

Section 2.16 . Borrowings by Designated Borrowers. (a) The Company may, at any time or from time to time upon not less than 10 Business Days’ notice, designate the Parent and/or one or more Wholly Owned Subsidiaries of the Parent (other than the Company) as Borrowers hereunder by furnishing to the Administrative Agent and each Lender a letter (a “Designation Letter”) in duplicate, in substantially the form of Exhibit G-1 (modified as appropriate to reflect whether the Designated Borrower is the Parent or a Wholly Owned Subsidiary of the Parent), duly completed and executed by the Company and the Parent or such Subsidiary, as applicable, and attaching documents for the Parent or such Subsidiary, as applicable, comparable to the documents referred to in clauses (b), (c), (e), (g) and (h) of Section 3.01 of the Existing Credit Agreement, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent. Upon delivery of such items as aforesaid, the Parent or such Subsidiary, as applicable, shall be a Designated Borrower and a Borrower entitled to borrow Revolving Advances and Competitive Bid Advances on and subject to the terms and conditions of this Agreement. Following the giving of any notice pursuant to this Section 2.16, if the designation of such Designated Borrower obligates the Administrative Agent or any Lender to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Company shall, promptly upon the request of the Administrative Agent or any Lender, supply such documentation and other evidence as is reasonably requested by the Administrative Agent or any Lender in order for the Administrative Agent or such Lender to carry out and be satisfied it has complied with the results of all necessary “know your customer” or other similar checks under all applicable laws and regulations.

(b) So long as all principal of and interest on all Advances made to any Designated Borrower and all other amounts payable by such Designated Borrower under this Agreement and the other Loan Documents have been paid in full, the Company may terminate the status of such Borrower as a Borrower hereunder by furnishing to the Administrative Agent a letter (a “ Termination Letter ”) in substantially the form of Exhibit G-2, duly completed and executed by the Company. Any Termination Letter furnished hereunder shall be effective upon receipt by the Administrative Agent, which shall promptly notify the Lenders, whereupon the Lenders shall promptly deliver to the Company (through the Administrative Agent) the Notes, if any, of such former Borrower. Notwithstanding the foregoing, the delivery of a Termination Letter with respect to any Designated Borrower shall not terminate (i) any obligation of such Borrower that remains unpaid at the time of such delivery (including without limitation any obligation arising thereafter in respect of such Borrower under Section 2.13 or Section 2.15) or (ii) the obligations of the Company under Article 10 with respect to any such unpaid obligations. Notwithstanding anything herein to the contrary, no Designated Borrower that is a Subsidiary of the Parent (other than the Company) shall cease to be a Designated Borrower solely because it no longer is a Wholly Owned Subsidiary of the Company.

Section 2.17 . Mitigation of Obligations; Replacement of Lenders. (a) If any Lender shall request a payment under Section 2.13, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such filing, designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.13 in the future, and (ii) would not otherwise be disadvantageous to such Lender.

(b) In the event that (i) any Lender shall request a payment under Section 2.13 or Section 2.15, or (ii) any Lender defaults in its obligation to fund Loans hereunder, the Company shall have the right to replace such Lender with one or more assignees, each of which shall be reasonably acceptable to the Administrative Agent, provided that at the time of such replacement such Lender and such assignee or assignees shall enter into one or more Assignment and Assumption Agreements pursuant to which such assignee or assignees shall acquire the Commitment and the outstanding Advances and participations in Reimbursement Obligations acquired under Section 2.02(f) of such Lender upon payment to such Lender of the full outstanding principal amount of, and all accrued but unpaid interest on, all such Advances and all accrued and unpaid fees and other amounts payable to such Lender, including without limitation any and all amounts payable to such Lender under Section 9.04(b) as a result of such transaction. Upon the execution and delivery of such Assignment and Assumption Agreements and compliance with the related requirements of Section 9.06, such Lender shall cease to be a Lender and each such assignee shall become a Lender hereunder, except with respect to indemnification provisions that survive with respect to the departing Lender.

Section 2.18 . Extension of Commitment Termination Date. (a) The Company may (on its own behalf and on behalf of the Designated Borrowers), at its option, by written notice to the Administrative Agent substantially in the form of Exhibit D-1 hereto no earlier than 60 days and no later than 45 days prior to each of the first two anniversaries of April 12, 2006 (each, an “ Anniversary Date ”), request that the Lenders extend the Commitment Termination Date to a date one year after the Commitment Termination Date then in effect (at any time, the “ Existing Commitment Termination Date ”). Such request shall be irrevocable and binding upon the Company and the Designated Borrowers. The Administrative Agent shall promptly notify each Lender of such request. If a Lender agrees, in its individual and sole discretion, to so extend its Commitment (each such Lender being an “ Extending Lender ”), such Extending Lender shall deliver to the Administrative Agent a written notice substantially in the form of Exhibit D-2 hereto of its agreement to do so no earlier than 30 days and no later than 20 days prior to such Anniversary Date, and the Administrative Agent shall notify the Company in writing of each such Extending Lender’s agreement to extend its Commitment no later than 17 days prior to such Anniversary Date. If, and only if, Lenders holding more than 50% of the Total Commitments are Extending Lenders, the Commitment Termination Date shall, effective as of such Anniversary Date, be extended to the date one year after the then Existing Commitment Termination Date.

(b) If any Lender does not consent, or fails to respond within the time period set forth in Section 2.18, to a request by the Company for an extension of the then Existing Commitment Termination Date (each such Lender being a “ Declining Lender ”), such Declining Lender’s Commitment shall be reduced to zero and all amounts payable to such Declining Lender under this Agreement shall be paid in full, in each case on the then Existing Commitment Termination Date, subject to clause (c) below. All outstanding Revolving Credit Advances and Competitive Bid Advances provided by such Declining Lender shall mature no later than the Existing Commitment Termination Date in effect prior to the giving effect to such extension described in this Section 2.18.

(c) If Lenders holding at least 50% of the Total Commitments shall be Extending Lenders as provided in clause Section 2.18 above then the Administrative Agent shall promptly notify such Extending Lenders in writing of the opportunity to increase their Commitments in an aggregate amount up to the Total Commitments of the Declining Lenders. It shall be in each Extending Lender’s sole discretion whether to increase its Commitment hereunder. No later than 5 days after its receipt of the Administrative Agent’s notice, each Extending Lender that is willing to increase its Commitment hereunder (an “ Increasing Extending Lender ”) shall deliver to the Administrative Agent a notice in which such Lender shall set forth the maximum increase in its Commitment to which such Increasing Extending Lender is willing to agree, and the Administrative Agent shall promptly provide to the Company a copy of such Increasing Extending Lender’s notice. After first offering the Extending Lenders the opportunity to increase their Commitments, if a shortfall remains, the Company may (on its own behalf and on behalf of the Designated Borrowers), to the extent of such remaining shortfall, replace the Declining Lenders with one or more New Lenders in accordance with the procedures set forth in Section 2.04(c). Any such increase of the Commitments of such Extending Lenders, and any new Commitments of such New Lenders, shall take effect on the immediately ensuing Anniversary Date, and the Commitments of the Declining Lenders shall on such Anniversary Date be reduced by the aggregate amount of such increases and such new Commitments (such reduction to be pro rata on the basis of the respective Commitments of the Declining Lenders) with any balance of the Commitments of the Declining Lenders expiring on the then Existing Commitment Termination Date; and if on such Anniversary Date there are Revolving Credit Advances outstanding, appropriate adjustments shall be made among the Lenders so as to assure that the Revolving Credit Advances are, from such Anniversary Date, held by the Lenders on a pro rata basis in accordance with the Commitments as adjusted as herein provided; and the participations of the Lenders in any outstanding Letters of Credit shall on such Anniversary Date be automatically adjusted so as to be on a pro rata basis as adjusted as herein provided.

(d) Notwithstanding the foregoing, no extension of the Existing Commitment Termination Date shall be effective unless:

(i) no Default shall have occurred and be continuing on and as of each of the date of the notice requesting such extension, the relevant Anniversary Date and the Existing Commitment Termination Date; and

(ii) each of the representations and warranties made by the Company in Article 4 shall be true and complete in all material respects on and as of each of the date of the notice requesting such extension and such Anniversary Date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

ARTICLE 3

C ONDITIONS P RECEDENT

Section 3.01 . [Reserved.].

Section 3.02 . Conditions Precedent to Each Revolving Credit Advance and Letter of Credit Issuance. The obligation of each Lender to make a Revolving Credit Advance hereunder on the occasion of each Revolving Credit Borrowing (including without limitation the initial Revolving Credit Borrowing) and the obligation of each Issuing Lender to issue any Letter of Credit (including without limitation the initial Letter of Credit) shall be subject to the further conditions precedent that (a) the Amendment No. 1 Effective Date (as defined in Amendment No. 1) shall have occurred or shall occur concurrently therewith, (b) the Administrative Agent shall have received the Notice of Revolving Credit Borrowing or Notice of Letter of Credit Issuance with respect thereto, and (c) on the date of such Revolving Credit Borrowing or of the issuance of such Letter of Credit and after giving effect thereto, the following statement shall be true (and each of the giving of the applicable notice, the acceptance by the Company of the proceeds of such Revolving Credit Borrowing and the issuance of such Letter of Credit shall constitute a representation and warranty by the Company that on the date thereof such statement is true): (x) the representations and warranties contained in Article 4 are true and correct in all material respects on and as of such date as if made on and as of such date, before and after giving effect to such Revolving Credit Borrowing and to the application of the proceeds therefrom, or to the issuance of such Letter of Credit, provided that this clause (x) shall not be deemed to apply to the representations and warranties set forth in Section 4.05(b) or Section 4.08, or to representations or warranties to the extent they expressly relate to an earlier date, and (y) no Default has occurred and is continuing or would result from the application of the proceeds of such Revolving Credit Borrowing or the issuance of such Letter of Credit.

Section 3.03 . Conditions Precedent to Each Competitive Bid Borrowing. The obligation of each Lender that is to make a Competitive Bid Advance on the occasion of a Competitive Bid Borrowing to make such Competitive Bid Advance is subject to the further conditions precedent that (a) the Administrative Agent shall have received the Notice of Competitive Bid Borrowing with respect thereto, (b) on or before the date of such Competitive Bid Borrowing, but prior to such Competitive Bid Borrowing, the Administrative Agent shall have received a Competitive Bid Note payable to the order of such Lender for each of the one or more Competitive Bid Advances to be made by such Lender as part of such Competitive Bid Borrowing, in a principal amount equal to the principal amount of the Competitive Bid

Advance to be evidenced thereby and otherwise on such terms as were agreed to for such Competitive Bid Advance in accordance with Section 2.03, and (c) on the date of such Competitive Bid Advance and after giving effect thereto, the following statement shall be true (and each of the giving of the applicable Notice of Competitive Bid Borrowing and the acceptance by the Company of the proceeds of such Competitive Bid Borrowing shall constitute a representation and warranty by the Company that on the date of such Competitive Bid Borrowing such statement is true): (x) the representations and warranties contained in Article 4 are true and correct in all material respects on and as of such date as if made on and as of such date, before and after giving effect to such Competitive Bid Borrowing and to the application of the proceeds therefrom, provided that this clause (x) shall not be deemed to apply to the representations and warranties set forth in Section 4.05(b) or Section 4.08, or to representations or warranties to the extent they expressly relate to an earlier date, and (y) no Default has occurred and is continuing or would result from the application of the proceeds of such Competitive Bid Borrowing.

ARTICLE 4

R EPRESENTATIONS AND W ARRANTIES

Each Credit Party represents and warrants to the Administrative Agent and the Lenders that:

Section 4.01 . Organization; Corporate Power and Authority. Each Credit Party and each Designated Borrower (a) is, or in the case of each Designated Borrower, will be when so designated, duly incorporated, validly existing and in good standing under the laws of its jurisdiction of organization, (b) has, or in the case of each Designated Borrower, will have when so designated, all necessary corporate, limited liability company or partnership power and authority to own and operate all of its material Property, to lease the material Property which it operates as lessee and to conduct the business in which it is currently engaged, and (c) is, or in the case of each Designated Borrower, will be when so designated, duly qualified as a foreign corporation, limited liability company or partnership and in good standing under the laws of each jurisdiction where the ownership, lease or operation by it of its Property or the conduct of its business requires such qualification, except to the extent that the failure to so qualify or be in good standing could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 4.02 . Due Authorization and Enforceability. Each Credit Party has full power and authority to make and perform this Agreement and the other Loan Documents to which it is party; all corporate and other action required to authorize the making and performance by each Credit Party of this Agreement and the other Loan Documents to which it is party has been duly taken; and this Agreement has been duly executed and delivered and constitutes, and each of the other Loan Documents to which it is party when duly executed and delivered by such Credit Party and the other parties thereto will constitute, legal, valid and binding obligations of such Credit Party, enforceable against such Credit Party in accordance with their respective terms, except in each case as enforceability may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (whether enforcement is sought by proceedings in equity or at law).

Section 4.03 . No Conflict. The making and performance by each Credit Party of this Agreement and the other Loan Documents to which it is party and the use of the proceeds of the Advances and the use of the Letters of Credit do not and will not violate any material Requirement of Law or any material Contractual Obligation binding upon such Credit Party or any of its Subsidiaries, and do not and will not result in or require the creation or imposition of any material Lien on any material Property of such Credit Party or any of its Subsidiaries.

Section 4.04 . Governmental Approvals. No authorization, approval, license, registration or consent of any Governmental Authority is necessary for the making and performance by any Credit Party of this Agreement and the other Loan Documents to which it is party or to render this Agreement and the other Loan Documents to which it is a party legal, valid, binding and enforceable against such Credit Party and, at the time so designated, each Designated Borrower.

Section 4.05 . Financial Statements. (a) The Company has delivered to the Lenders and the Administrative Agent a copy of the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year then ended, setting forth in comparative form the corresponding figures for the preceding fiscal year and accompanied by an opinion of independent certified public accountants of recognized national standing stating that such financial statements present fairly, in all material respects, the consolidated financial position and results of operations of the Company and its consolidated Subsidiaries as at the end of, and for, such fiscal year. All such financial statements were prepared in accordance with GAAP, consistently applied, except as otherwise noted therein, and present fairly, in all material respects, the consolidated financial position and results of operations of the Company and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, the respective periods covered thereby.

(b) Except for the matters described in Schedule 4.05(b), as of the date hereof, no Material Adverse Change has occurred since December 31, 2005.

Section 4.06 . No Event of Default. No Event of Default has occurred and is continuing.

Section 4.07 . Ownership of Patents and Other Intellectual Property. Each Credit Party and its Significant Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by such Credit Party and its Significant Subsidiaries does not infringe upon the rights of any other Person, except for any such failures to own or license and infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 4.08 . Litigation. Other than as disclosed in the Company’s or the Parent’s filings with the SEC, as of the date hereof, there are no actions, suits, investigations or proceedings by or before any Governmental Authority or arbitrator pending against or, to the knowledge of any Credit Party, threatened against or affecting any Credit Party or any of its Subsidiaries or against any of their respective Property as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Section 4.09 . Compliance with Laws. (a) Neither any Credit Party nor any of its Significant Subsidiaries has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law that has caused such Credit Party or any Significant Subsidiary to become subject to any Environmental Liability, or has received notice of any claim with respect to any such Environmental Liability, except with regard to any such failure to comply, non-compliance or Environmental Liability, that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Each Credit Party and each of its Significant Subsidiaries is in compliance with all laws and all regulations and orders of any Governmental Authority applicable to it or its Property, except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 4.10 . Investment Company Act. No Credit Party is, or is “controlled” by, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 4.11 . Margin Regulations. No Credit Party or its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of buying or carrying “margin stock” within the meaning of Regulation U; and no part of the proceeds of the Advances or of any obligations covered by any Letter of Credit will be used for the purpose, whether immediate, incidental, or ultimate, of buying or carrying any such margin stock.

Section 4.12 . Payment of Taxes. Each Credit Party and its Significant Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes which are not yet delinquent or not yet in default, (b) Taxes that are being contested in good faith by appropriate proceedings and for which such Credit Party or such Significant Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP, or (c) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section 4.13 . ERISA Events. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

Section 4.14 . Use of Proceeds. Each Borrower will use the proceeds of the Advances and the Letters of Credit solely for the general corporate purposes of the Credit Group, including to support commercial paper of the Credit Group.

ARTICLE 5

A FFIRMATIVE C OVENANTS

So long as any principal of or interest on any Advance or Reimbursement Obligation or any other amount payable under this Agreement or any other Loan Document shall remain unpaid (other than contingent indemnification obligations) or any Lender shall have any Commitment hereunder or any Letter of Credit shall remain outstanding, each Credit Party covenants and agrees that:

Section 5.01 . Financial Statements. The Parent will furnish to the Administrative Agent and each Lender:

(a) within 90 days after the end of each fiscal year of the Parent, a copy of the consolidated balance sheet of the Parent and its consolidated Subsidiaries for such fiscal year, and the related consolidated statements of income, stockholders’ equity and cash flows of the Parent and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures for the preceding fiscal year and accompanied by an opinion of independent certified public accountants of recognized national standing stating that such financial statements present fairly, in all material respects, the consolidated financial position and results of operations of the Parent and its consolidated Subsidiaries in accordance with GAAP (without qualification as to going concern or scope of audit), consistently applied, as at the end of, and for, such fiscal year ( provided that the Parent need not deliver the foregoing to the extent that the Parent has timely filed its Annual Report on Form 10-K in respect of such fiscal year);

(b) within 45 days after the end of each of the first three fiscal quarters of the Parent, a copy of the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as of the end of such fiscal quarter, and the related consolidated statements of income, stockholders’ equity and cash flows of the Parent and its consolidated Subsidiaries for the portion of such fiscal year then ended, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding fiscal year ( provided that the Parent need not deliver the foregoing to the extent that the Parent has timely filed its Quarterly Report on Form 10-Q in respect of such fiscal quarter), and accompanied by a certificate of a Financial Officer stating that said financial statements fairly present, in all material respects, subject to normal year-end audit adjustments, the consolidated financial position and results of operations of the Parent and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period; and

(c) promptly from time to time, such other information concerning the Parent and its Subsidiaries and their respective businesses as any Lender may reasonably request through the Administrative Agent.

Section 5.02 . Notices of Material Events. The Parent will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default of which it has knowledge, and of any Event of Default;

(b) the occurrence of a Rating Level Change;

(d) the availability of all periodic and other reports, proxy statements and other materials filed by Parent, any Borrower or any of their respective Subsidiaries with the SEC or with any national securities exchange, or distributed by the Parent to its shareholders generally, as the case may be.

Section 5.03 . Existence and Conduct of Business. (a) Each Credit Party (i) will preserve, renew and keep in full force and effect its legal existence and that of each Designated Borrower and (ii), except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect, will preserve, renew and keep in full force and effect the legal existence of its Significant Subsidiaries that are not Designated Borrowers; provided that the foregoing provisions of this Section 5.03 shall not be deemed to prohibit any merger, consolidation, liquidation or dissolution expressly permitted under Section 6.02.

(b) Except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect, each Credit Party will, and will cause each of its Significant Subsidiaries to, (i) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, and (ii) assure that it does not enter into any business which is material to the Credit Group taken as a whole, other than the business in which Credit Group is engaged on the Closing Date and businesses related to or complimentary to such existing businesses.

Section 5.04 . Payment of Tax Liabilities. Each Credit Party will, and will cause each of its Significant Subsidiaries to, pay its material Taxes, assessments and other governmental charges before the same shall become delinquent or in default, except to the extent that (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and such Credit Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP (or in the case of Significant Subsidiaries with significant operations outside of the United States of America, generally accepted accounting principles in effect from time to time in the applicable jurisdictions), or (b) the failure to make any such payment could not reasonably be expected to result in a Material Adverse Effect.

Section 5.05 . Maintenance of Properties; Maintenance of Insurance. Each Credit Party will, and will cause each of its Significant Subsidiaries to, (a) keep and maintain all material Property useful and necessary in its business in good working order and condition, except (i) ordinary wear and tear, (ii) any casualty, loss, damage, destruction or other similar loss with respect to real or personal Property or improvements, or (iii) any taking by a Governmental Authority of Property, or any part thereof or interest therein, for public or quasi-public use under the power of eminent domain, by reason of any public improvement or condemnation or in any other manner, and (b) maintain self-insurance or insurance with financially sound and reputable insurance companies (which may include captive insurers), and maintain such other insurance, in at least such amounts and against at least such risks as is customarily maintained by companies in the United States engaged in the same or similar businesses, and will furnish to the Administrative Agent, upon its written request, information in reasonable detail as to the insurance so carried.

Section 5.06 . Maintenance of Books and Records. Each Credit Party will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries in conformity with GAAP are made of all dealings and transactions in relation to its business and activities.

Section 5.07 . Visitation Rights. Each Credit Party will, and will cause each of its Significant Subsidiaries to, permit representatives designated by the Administrative Agent or any Lender to visit and inspect its Property, to examine and make extracts from its books and records (other than materials protected by the attorney-client privilege and materials which such Credit Party or its Subsidiaries may not disclose without violation of a confidentiality obligation binding upon it), and to discuss its business, operations, finances and condition with its officers and independent accountants; provided that the such Credit Party shall be given reasonable advance notice of any request of the Administrative Agent in respect of any of the foregoing, none of the foregoing shall occur outside normal office hours, and none of the foregoing shall be conducted in a manner that materially interferes with the ordinary conduct of the business of such Credit Party or such Subsidiary; provided that when an Event of Default has occurred and is continuing, the Administrative Agent or any Lender (or any of their respective representatives or independent contractors), may do any of the foregoing at the expense of the Credit Parties at any time during normal business hours and without advance notice.

Section 5.08 . Compliance with Laws. Each Credit Party will, and will cause each of its Subsidiaries to, comply with all Requirements of Law applicable to it or its Property, including, without limitation, compliance with ERISA and all Environmental Laws, except to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Section 5.09 . Additional Guarantors. If any Subsidiary of the Parent shall at any time guarantee the obligations of the Parent or the Company under any other Credit Facility or under the Senior Notes, the Parent shall cause such subsidiary to simultaneously execute and deliver a Guarantee and Joinder Agreement, together with such certificates and opinions of counsel with respect thereto as the Administrative Agent may reasonably request, all of which shall be in customary form reasonably satisfactory to the Administrative Agent.

ARTICLE 6

N EGATIVE C OVENANTS

Section 6.01 . Liens. No Credit Party will, and no Credit Party will permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any Property now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Permitted Encumbrances;

(b) any Lien on any Property of the Company or any Subsidiary existing on the date hereof and described in Schedule 6.01; provided that (i) such Lien shall not apply to any other Property (except improvements on such Property) of any Credit Party or any Subsidiary, and (ii) such Lien shall secure only those obligations which it secures on the date hereof and any extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof or secured thereby;

(c) any Lien existing on (x) any Property prior to the acquisition thereof by any Credit Party or any Subsidiary, (y) any Property of any Person that becomes a Subsidiary after the date hereof (other than, with respect to the Company and its Subsidiaries, as a direct result of the Merger) prior to the time such Person becomes a Subsidiary or (z) any Property of Parent or any Subsidiary (excluding the Company and its Subsidiaries) prior to the Closing Date; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition, such Person becoming a Subsidiary or the Merger, as the case may be, (ii) such Lien shall not apply to any other Property of any Credit Party or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition, the date such Person becomes a Subsidiary or the Closing Date, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof or secured thereby;

(d) purchase money Liens or purchase money security interests upon or in any Property acquired or held by any Credit Party or any Subsidiary in the ordinary course of business to secure the purchase price of such Property or to secure indebtedness incurred solely for the purpose of financing the acquisition of such Property, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof or secured thereby;

(e) Liens securing Indebtedness incurred prior to, at the time of, or within 12 months after the completion of the construction, alteration, repair or improvement of any Property for the purpose of financing all or part of the cost thereof and any Lien to the extent that it secures Indebtedness which is in excess of such costs and for the payment of which recourse may be had only against such Property, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof or secured thereby;

(f) Liens on Property subject to escrow or similar arrangements established in connection with litigation settlements; and

(g) other Liens securing Indebtedness in an aggregate principal amount at any time not exceeding an amount equal to 15% of consolidated stockholders’ equity of the Parent and its Subsidiaries as determined on a consolidated basis in accordance with GAAP, as of the date of the financial statements then most recently delivered or filed under Section 5.01(a) or (b).

Section 6.02 . Mergers and Other Fundamental Changes. No Credit Party will merge or consolidate with any other Person, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of related transactions) all or substantially all of its Property (whether now owned or hereafter acquired), or liquidate or dissolve; provided that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing any Person may merge with a Credit Party in a transaction in which the Credit Party is the surviving corporation; provided further that in the case of a merger between Credit Parties to which the Company is a party, the Company shall be the surviving corporation.

Section 6.03 . Total Debt to Capitalization Ratio. The Credit Parties will not at any time permit the Total Debt to Capitalization Ratio as of the end of any fiscal quarter to exceed 60%.

ARTICLE 7

E VENTS OF D EFAULT

Section 7.01 . Events of Default. If one or more of the following events (herein called “ Events of Default ”) shall occur and be continuing:

(a)(i) any Borrower shall fail to pay any principal of any Advance to or any Reimbursement Obligation of such Borrower when due in accordance with the terms hereof, or (ii) any Borrower shall fail to pay any interest on any Advance to or on any Reimbursement

Obligation of such Borrower or any fee or any other amount (other than an amount referred to in clause (a) of this clause) payable under this Agreement or under any other Loan Document when due in accordance with the terms hereof, and such failure referred to in this clause (a) shall continue unremedied for a period of three or more Business Days;

(b)(i) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in Section 5.02 or (with respect to legal existence) 5.03 or in Article 6, or (ii) any Credit Party shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or any other Loan Document (other than those specified in clause (a) or (b)(b) of this Article 7), and such failure referred to in this clause (b) shall continue unremedied for a period of 30 or more days;

(c) any representation or warranty made or deemed made by or on behalf of any Credit Party or any Designated Borrower in this Agreement or in any other Loan Document or in any amendment or modification hereof or thereof, or in any report, certificate, document or financial or other statement required to be furnished or filed at any time under Article 3, Section 5.01 or Section 5.02 of this Agreement or any other Loan Document or any such amendment or modification, shall prove to have been incorrect or misleading in any material respect on or as of the date made or deemed made;

(d)(i) any Credit Party or any of its Significant Subsidiaries or any Designated Borrower shall commence any case, proceeding or other action (x) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (y) seeking appointment of a receiver, trustee, custodian, conservator or similar official for it or for all or any substantial part of its Property, or any such Credit Party or any such Significant Subsidiary or any such Designated Borrower shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Credit Party or any such Significant Subsidiary or any such Designated Borrower any case, proceeding or other action of a nature referred to in clause (d) above which results in the entry of an order for relief or any such adjudication or appointment, or remains undismissed, undischarged or unbonded for a period of 60 or more days; or (iii) there shall be commenced against any Credit Party or any such Significant Subsidiary or any such Designated Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its Property which results in the entry of an order for any such relief which shall not have been vacated, discharged, stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Credit Party or any such Significant Subsidiary or any such Designated Borrower shall take any action in furtherance of, or indicating its consent to, approval of or acquiescence in, any of the acts referred to in clauses (d), (d) or (d) above; or (v) any Credit Party or any such Significant Subsidiary or any such Designated Borrower shall generally not, or shall to be unable to, or shall admit in writing its inability to, pay its debts as they become due;

(e) an ERISA Event shall occur that, when taken together with any other ERISA Events that have occurred, could reasonably be expected to have a Material Adverse Effect;

(f) one or more judgments or orders for the payment of money in an aggregate amount of $200,000,000 or more shall be entered against any Credit Party or any of its Significant Subsidiaries or any Designated Borrower or any combination thereof and the same shall remain undischarged for a period of 30 or more consecutive days during which execution shall not be effectively stayed or vacated; provided , that any such judgment shall not be an Event of Default under this clause (f) if and to the extent that (i) the amount of such judgment is covered by a valid and binding policy of insurance between the defendant and the insurer, and (ii) such insurer has been notified of, and has not disputed in writing, the claim (or the amount of the claim) made for payment of such judgment;

(g) any Credit Party or any of its Subsidiaries shall default (i) in any payment of principal of or interest on any other Indebtedness the principal amount of which is $200,000,000 or more, in the aggregate for the Credit Group, beyond any period of grace (if any) provided in the agreement or instrument creating or evidencing such Indebtedness, or (ii) in the performance or observance of any other agreement, term or condition contained in any such agreement or instrument, or any event of default or other event shall occur, if the effect of such default, event of default or other event is to cause, or to permit the holder or holders of such Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due, or to be redeemed, repurchased or mandatorily prepaid, prior to its stated maturity;

(h) a Change in Control shall occur; or

(i) any Guarantee provided by any Guarantor pursuant to a Guarantee and Joinder Agreement or any Guarantee by the Company pursuant to Article 10 shall at any time be terminated, cease to be in full force and effect or otherwise fail to constitute a valid and binding agreement of such Guarantor (except as expressly permitted hereunder, including Section 9.20, or in the other Loan Documents) or any party shall so assert in writing.

THEREUPON: (1) in the case of an Event of Default other than an Event of Default of the kind referred to in clause (d) of this Article 7 with respect to any Credit Party or any Designated Borrower, the Administrative Agent (A) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Company, cancel the Commitments and/or (B) shall at the request, or may with the consent, of the Majority Lenders, by notice to the Company, declare the principal amount of, and the accrued interest on, the Advances then outstanding and all other amounts payable by the Borrowers hereunder and under the Notes to be forthwith due and payable, and/or demand that the Company provide full cash cover for the aggregate Letter of Credit Exposure by paying to the Administrative Agent immediately available funds in an amount equal thereto, whereupon such amounts shall be immediately due and payable and the Company shall immediately provide (and hereby grants a security interest to the Administrative Agent in) such cash cover, all without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowers

(except as expressly provided in this Article 7); and (2) in the case of the occurrence of an Event of Default of the kind referred to in paragraph (d) of this Article 7 with respect to any Credit Party or any Designated Borrower, the Commitments shall be automatically cancelled and the principal amount of, and the accrued interest on, the Advances then outstanding and all other amounts payable by the Borrowers hereunder and under the Notes shall become automatically due and payable, and the obligation to provide cash cover as aforesaid shall automatically be due and payable, all without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrowers (except as expressly provided in this Article 7).

ARTICLE 8

T HE A DMINISTRATIVE A GENT

Section 8.01 . Authorization and Action. Each Lender hereby appoints and authorizes the Administrative Agent to take such action as administrative agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. As to any matters not expressly provided for by this Agreement and the other Loan Documents, the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Majority Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided , however , that the Administrative Agent shall not be required to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Company pursuant to the terms of this Agreement.

Section 8.02 . Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement or any of the other Loan Documents, except for its or their own bad faith, gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Assumption entered into by the Lender that is the payee of such Note, as assignor, and an assignee, as provided in Section 9.06; (b) may consult with legal counsel (including counsel for the Borrowers or any of them), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no representation or warranty to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with this Agreement or any of the other Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Loan Documents on

the part of the Borrowers or to inspect the Property (including the books and records) of the Company or any of its Subsidiaries; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any of the other Loan Documents or any instrument or document furnished pursuant hereto; and (f) shall incur no liability under or in respect of this Agreement or any of the other Loan Documents by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile transmission, telex, telegram or electronic messaging system) believed by it in good faith, and in the absence of knowledge to the contrary, to be genuine and signed or sent by the proper party or parties.

Section 8.03 . CUSA and Affiliates. With respect to its Commitment, the Advances made by it and the Note issued to it, CUSA shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated, include CUSA in its individual capacity. CUSA and its Affiliates (including, without limitation, their respective directors, officers, agents or employees) may accept deposits from, lend money to, act as trustee under indentures of, and generally engage in any kind of business with, the Company, any Subsidiary and any Person who may do business with or own securities of the Company or any Subsidiary, all as if CUSA were not the Administrative Agent and without any duty to account therefor to the Lenders.

Section 8.04 . Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, any Co-Lead Arranger, the Syndication Agent identified on the cover hereof, or any Lender and based on the financial statements referred to in Section 4.05 and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges and agrees that it will, independently and without reliance upon any such party and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

Section 8.05 . Indemnification. The Lenders agree to indemnify the Administrative Agent (to the extent not reimbursed by the Company), ratably according to the amounts of the Revolving Credit Advances held by them (or if no Revolving Credit Advances are at the time outstanding, ratably according to the amounts of their respective Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Administrative Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s bad faith, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including legal fees) incurred by the Administrative Agent in connection with the

modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Loan Documents, to the extent that the Administrative Agent is entitled to be, but is not reimbursed for such expenses by the Company.

Section 8.06 . Successor Administrative Agent. The Administrative Agent may resign as Administrative Agent at any time by giving at least fifteen days’ advance written notice thereof to the Lenders and the Company and may be removed at any time with or without cause by the Majority Lenders. Upon any such resignation or removal, the Majority Lenders shall have the right to appoint a successor Administrative Agent, which successor shall be approved by the Company (such approval (a) not to be unreasonably withheld or delayed and (b) not to be required following the occurrence and during the continuance of any Event of Default). If no successor Administrative Agent shall have been so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation or the Majority Lenders’ removal of the retiring Administrative Agent, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized or licensed under the laws of the United States of America or of any State thereof and having a combined capital and surplus of at least $500,000,000, which successor shall be approved by the Company (such approval not to be unreasonably withheld or delayed). Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After any retiring Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Article 8 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement.

Section 8.07 . Lead Arrangers, Etc. The parties agree neither the Co-Lead Arrangers nor the Syndication Agent identified on the cover page of this Agreement, in their capacities as such, shall have any obligations, liability or responsibility under or in connection with this Agreement and the other Loan Documents.

ARTICLE 9

M ISCELLANEOUS

Section 9.01 . No Waiver; Remedies. No failure to exercise or delay in exercising any right, power or privilege under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement or any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

Section 9.02 . Notices, Etc.

(a) Notices Generally . (i) Subject to paragraph (b) of this Section, all notices and other communications provided for hereunder shall be in writing (including by facsimile transmission) and mailed, transmitted or delivered, if to any Credit Party or to any Designated Borrower, at the Company’s address at Merck & Co., Inc., One Merck Drive, P.O. Box 1000, Whitehouse Station, NJ 08889-0100, Attention: Treasurer and Attention: Chief Financial Officer; if to any Lender, at its address for notices recorded by the Administrative Agent in the Register; and if to the Administrative Agent, at its address at Citicorp USA, Inc., 1615 Brett Road OPS 111, New Castle, DE 19720, Attention: Charles Huesler (charles.huesler@citi.com); or, as to any Credit Party or the Administrative Agent, at such other address as shall be designated by the Company or the Administrative Agent, respectively in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Company and the Administrative Agent.

(ii) All such notices and communications will be deemed effective (A) if in writing and delivered in person or by courier, on the date it is delivered; (B) if sent by telex, on the date the recipient’s answerback is received; (C) if sent by facsimile transmission, on the date that transmission is received in legible form; (D) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered; or (E) if sent by electronic messaging system, on the date that electronic message is received. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or any of the other Loan Documents to be executed and delivered hereunder shall be effective as delivery of a manually executed counterpart thereof.

(b) Electronic Communications . (i) Delivery of Communications by the Credit Parties . Each Credit Party agrees that, unless otherwise requested by the Administrative Agent, it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and the other Loan Documents, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (A) relates to a request for a new, or a Conversion of an existing, Borrowing (including any election of an interest rate or Interest Period relating thereto) or the issuance of a Letter of Credit, (B) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (C) provides notice of any Default or Event of Default under this Agreement, (D) is required to be delivered to satisfy any condition precedent in Article 3 relating to the effectiveness of this Agreement and/or any Borrowing or the issuance of any Letter of Credit hereunder or (E) initiates or responds to legal process (all such non-excluded information being referred to herein collectively as the “ Communications ”), by transmitting the Communications in an electronic/soft medium ( provided such Communications contain any required signatures) in a format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com or such other e-mail address designated by the Administrative Agent from time to time.

(ii) Use of Web Platforms . Each party hereto agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on IntraLinks or another similar website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) (the “ Platform ”). Nothing in this Section 9.02 shall prejudice the right of the Administrative Agent to make the Communications available to the Lenders in any other manner specified in this Agreement.

(iii) E-mail Notification to Lenders . Each Lender agrees that e-mail notice to it (at the address provided pursuant to the next sentence and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to the Platform shall constitute effective delivery of such Communications to such Lender for purposes of this Agreement. Each Lender agrees (A) to notify the Administrative Agent in writing (including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address for such Lender to which the foregoing notice may be sent by electronic transmission, and (B) that the foregoing notice may be sent to such e-mail address.

(iv) Presumption as to Delivery of E-Mail . Each party agrees that any electronic communication referred to in this Section 9.02 shall be deemed delivered upon the posting a record of such communication as “received” in the e-mail system of the recipient; provided that if such communication is not so received during normal business hours, such communication shall be deemed delivered at the opening of business on the next Business Day.

(v) Waiver of Responsibility . Each party acknowledges that (A) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (B) the Communications and the Platform are provided “as is” and “as available,” (C) none of the Administrative Agent, its affiliates nor any of their respective officers, directors, employees, agents, advisors or representatives (collectively, the “ Citigroup Parties ”) warrants the adequacy, accuracy or completeness of the Communications or the Platform, and each Citigroup Party expressly disclaims liability for errors or omissions in any Communications or the Platform, and (D) no warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Citigroup Party in connection with any Communications or the Platform.

Section 9.03 . Amendments, Etc. No amendment or waiver of any provision of this Agreement, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Company, and no waiver or consent shall be effective except in the specific instance and for the specific purpose for which given; provided that no such amendment, waiver or consent

shall (1) increase the Commitment of any Lender (without prejudice however to the terms of Section 2.04(c)), increase the Letter of Credit Limit or subject any Lender to any additional obligation, reduce the principal of, or interest on, any Advance or Reimbursement Obligation, or any fee or any other amount payable hereunder or under any other Loan Document, or postpone any date fixed for any payment of principal of, or interest on, any Advance or Reimbursement Obligation, or any fee or any other amount payable hereunder, without the consent of each Lender directly affected thereby, or (2) release the Company from its obligations under Article 10, change the percentage of the Commitments or of the aggregate unpaid principal amount of the Advances and Reimbursement Obligations, or the number of Lenders, that shall be required for the Lenders or any of them to take any action hereunder or amend Section 2.11, Section 2.12(b) or this Section 9.03 without the consent of all the Lenders; provided , further , that no such amendment, waiver or consent shall alter the rights and obligations of any Issuing Lender hereunder and under any of the other Loan Documents without the written consent of such Issuing Lender; and provided , further, that no such amendment, waiver or consent shall affect the rights or duties of the Administrative Agent under this Agreement or any of the other Loan Documents without the written consent of the Administrative Agent.

Section 9.04 . Costs and Expenses. (a) The Company shall pay on demand or reimburse the Administrative Agent and the Lead Arrangers on demand for (1) all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lead Arrangers in connection with the syndication of the credit facility provided for herein and the preparation, execution, delivery and administration and any amendment of or waiver under, this Agreement and any of the other Loan Documents, including, without limitation, the reasonable out-of-pocket fees and expenses of a single counsel for the Administrative Agent and the Lead Arrangers selected by the Administrative Agent, and (2) all reasonable out-of-pocket costs and expenses of the Administrative Agent and each Lender in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Agreement and the other Loan Documents, including, without limitation, reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent and the respective Lenders in connection with the enforcement of rights under this Section 9.04, except for any such costs or expenses arising from (i) the bad faith, gross negligence or willful misconduct of the Administrative Agent or any Lender, as finally determined by a court of competent jurisdiction, (ii) legal proceedings commenced by a Lender against another Lender or the Administrative Agent, or (iii) legal proceedings commenced against an indemnified party by any security holder or creditor thereof solely in its capacity as such; provided further that the Company shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to up to one local counsel in each applicable local jurisdiction) for the Administrative Agent and the Lenders collectively, unless, (w) in the written opinion of outside counsel reasonably satisfactory to the Company, representation of all such parties would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified parties; (y) the Administrative Agent or any such Lender shall have reasonably

concluded that it otherwise has interests divergent from those of the indemnified parties; or (z) the Company shall authorize in writing the Administrative Agent or any such Lender to employ separate counsel at the Company’s expense.

(b) If any payment or prepayment of principal of, or Conversion of, any Eurocurrency Rate Advance or LIBO Rate Advance is made by a Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of (i) a payment or Conversion pursuant to Section 2.03(d), 2.10 or 2.14, (ii) a Commitment Increase pursuant to Section 2.04(c), (iii) acceleration of the maturity of the Advances pursuant to Article 7, or (iv) any other reason, or if the Company shall fail to effect any Borrowing of a Revolving Credit Advance (other than a Base Rate Advance) or any Competitive Bid Advance from any Lender on the date specified for such Borrowing in the related Notice of Revolving Credit Borrowing or Notice of Competitive Bid Borrowing (including by reason of the failure of any applicable condition set forth in Article 3 to be satisfied), or if the Lender shall make an assignment of its Advances pursuant to Section 2.17, then the Company shall, on demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender the amount required to compensate such Lender for any additional losses, costs or expenses incurred by it as a result of such payment, prepayment or Conversion, failure to borrow or assignment, including, without limitation, any loss (excluding loss of anticipated margin), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain the relevant Advance or Advances. Determinations by a Lender for purposes of this Section 9.04(b) of any loss, cost or expense shall be conclusive and binding for all purposes, provided that such determinations are made on a reasonable basis. Any Lender requesting compensation under this Section 9.04(b) will furnish the Company with a certificate setting forth in reasonable detail the basis and amount of such request for compensation.

(c) The Company agrees to pay, indemnify, and hold each Lender and the Administrative Agent and their respective employees, directors, advisors and affiliates (collectively, the “ indemnified parties ”) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, investigations, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and the other Loan Documents, the making of Advances and other extensions of credit thereunder, and the use or proposed use of the proceeds of the Advances and the Letters of Credit (collectively, the “ indemnified liabilities ”); provided , however, that the Company shall have no obligation hereunder to any indemnified party with respect to indemnified liabilities arising from (i) the bad faith, gross negligence or willful misconduct of such indemnified party, as finally determined by a court of competent jurisdiction, (ii) legal proceedings commenced by a Lender against another Lender or the Administrative Agent, or (iii) legal proceedings commenced against an indemnified party by any security holder or creditor thereof solely in its capacity as such; provided further that the Company shall not be required to reimburse the legal fees and expenses of more than one outside counsel (in addition to up to one local counsel in each applicable local jurisdiction) for all indemnified parties unless, (w) in the

written opinion of outside counsel reasonably satisfactory to the Company and the Administrative Agent, representation of all such indemnified parties would be inappropriate due to the existence of an actual or potential conflict of interest; (x) the Administrative Agent or any such Lender shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the other indemnified parties; (y) the Administrative Agent or any such Lender shall have reasonably concluded that it otherwise has interests divergent from those of the indemnified parties; or (z) the Company shall authorize in writing the Administrative Agent or any such Lender to employ separate counsel at the Company’s expense. Subject to the foregoing, in the case of any claim, investigation, litigation or proceeding to which the indemnity in this clause (c) applies, such indemnity shall be effective whether or not such claim, investigation, litigation or proceeding is brought by the Company or any of its affiliates or creditors, and whether or not the indemnified party is otherwise a party thereto.

(d) Without prejudice to the survival of any other agreement of the Company or the Lenders hereunder, the agreements and obligations of the Company contained in Sections 2.13, 2.15 and this 9.04 shall survive the payment in full of principal, interest and all other amounts payable under this Agreement and the Notes.

(e) Notwithstanding anything contained herein to the contrary, no indemnified party shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or any other Platform in connection with this Agreement, nor shall any indemnified party have any liability for any indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith.

Section 9.05 . Binding Effect. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of any Issuing Lender that issues any Letter of Credit), except that (i) no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by a Borrower without such consent shall be null and void), and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with Section 9.06. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of an Issuing Lender that issues any Letter of Credit), Participants (to the extent provided in Section 9.06(b)) and, to the extent expressly contemplated hereby, the respective directors, officers, employees, agents and advisors of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 9.06 . Assignments and Participations. (a) (i) Subject to the conditions set forth in clause Section 9.06(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its

Commitment and the Advances at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Company, provided that no consent of the Company shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

(B) the Administrative Agent; and

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Advances, the amount of the Commitment or Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall be $10,000,000 or an integral multiple of $1,000,000 in excess thereof, unless each of the Company and the Administrative Agreement otherwise consent, provided that no such consent of the Company shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent duly completed Administrative Questionnaire.

(iii) Subject to acceptance and recording thereof pursuant to clause Section 9.06(iv) of this Section 9.06, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.15 and 9.04(c)). Any assignment or transfer

by a Lender of rights or obligations under this Agreement that does not comply with this Section shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with clause (b) of this Section 9.06.

(iv) The Administrative Agent, acting solely for this purpose as an agent of each Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount of the Advance (and any Note evidencing the Advance) and Reimbursement Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive absent manifest error, and each Borrower, the Administrative Agent, the Issuing Lenders and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company, each Issuing Lender and each Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause Section 9.06(ii) of this Section 9.06 and any written consent to such assignment required by clause Section 9.06 of this Section 9.06, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this clause.

(b) Any Lender may, without the consent of any Borrower, the Administrative Agent or any Issuing Lender, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Advances owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (C) each Borrower, the Administrative Agent, each Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.03 that affects such Participant (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment

or Loan shall be permitted without consent of any Participant if the Participant’s participation is not increased as a result thereof). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.13, 2.15 and 9.04(c) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause Section 9.06 of this Section, provided that no Participant shall be entitled to receive any greater amount pursuant to such subsections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 2.12 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.12(b) as though it were a Lender.

(c) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section 9.06 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(d) If the Company shall designate as a Designated Borrower hereunder any Subsidiary not organized under the laws of the United States or any State thereof, any Lender may, with notice to the Administrative Agent and the Company, fulfill its Commitment by causing an Affiliate of such Lender to act as the Lender in respect of such Designated Borrower (and such Lender shall, to the extent of Advances made to and participations in Letters of Credit issued for the account of such Designated Borrower, be deemed for all purposes hereof to have pro tanto assigned such Advances and participations to such Affiliate in compliance with the provisions of this Section 9.06).

Section 9.07 . Governing Law. This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

Section 9.08 . Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or by electronic communication shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 9.09 . Captions. Captions and Section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement.

Section 9.10 . Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and

agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction over it or its Affiliates (in which case the Administrative Agent or such Lender, as applicable, shall use reasonable efforts to notify the Company prior to such disclosure), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any pledgee referred to in Section 9.06(d), or (iii) any actual or prospective counterparty (or its advisors) to any Hedging Agreement, or any actual or potential credit insurance provider, relating to the Parent or the Company and their obligations, (g) with the consent of the Company, or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section, or (ii) becomes available to the Administrative Agent, an Issuing Lender or any Lender on a nonconfidential basis from a source other than the Parent or its Subsidiaries. For the purposes of this Section, “ Information ” means all information received from the Parent or any of its Subsidiaries relating to the Parent, any of its Subsidiaries or their respective business, other than any such information that is available to the Administrative Agent, any Issuing Lender or any Lender on a nonconfidential basis prior to disclosure by the Parent or its Subsidiaries; provided that, in the case of information received from the Parent or its Subsidiaries after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Section 9.11 . Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9.12 . Integration. This Agreement, the Notes and the other Loan Documents represent the entire agreement of the Borrowers, the Lenders and the Administrative Agent with respect to the subject matter hereof and thereof.

Section 9.13 . Jurisdiction, Etc. (a) Each Credit Party irrevocably submits, for itself and its Property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, in each case sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding may be heard and determined

in any such New York State court or, to the extent permitted by law, in such Federal court. Each Credit Party further irrevocably agrees that any and all legal process in connection with any such action or proceeding in any such court may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to it at its address set forth in Section 9.02(a), such service being hereby acknowledged by such Credit Party to be effective and binding service. Each Credit Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction.

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents in any New York State or Federal court and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 9.14 . Waiver of Jury Trial. EACH CREDIT PARTY, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS.

Section 9.15 . Judgment Currency. This is an international loan transaction in which the specification of U.S. Dollars or an Alternate Currency, as the case may be (the “ Specified Currency ”), and any payment in New York City or the country of the Specified Currency, as the case may be (the “ Specified Place ”), is of the essence, and each Specified Currency shall be the currency of account in all events relating to Advances denominated in such Specified Currency. The payment obligations of the Borrowers under this Agreement and the other Loan Documents shall not be discharged by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “ Second Currency ”), the rate of exchange which shall be applied shall be that at which, in accordance with normal banking procedures, the Administrative Agent could purchase the Specified Currency with the Second Currency on the Business Day next preceding that on which such judgment is rendered (such Business Day being hereinafter referred to as the “ Secondary Currency Conversion Date ”).

If there is a change in the rate of exchange prevailing between the Secondary Currency Conversion Date and the date of actual payment of the amount due, the Borrower covenants and agrees to pay, or cause to be paid, or remit, or cause to be remitted, such additional

amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Secondary Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Specified Currency which could have been purchased with the amount of Secondary Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Secondary Currency Conversion Date.

Section 9.16 . USA PATRIOT Act. Each Lender hereby notifies the Company that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the names and addresses of the Borrowers and other information that will allow such Lender to identify the Borrowers in accordance with the Act.

Section 9.17 . No Financing Relationship. Each Credit Party hereby acknowledges that it has been advised by counsel in the negotiation, execution and delivery of this Agreement; neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to any Credit Party or any Designated Borrower arising out of or in connection with this Agreement; the relationship between the Administrative Agent and the Lenders, on one hand, and the Credit Parties and the Designated Borrowers, on the other hand, in connection herewith is solely that of debtor and creditor; and no joint venture exists among the Lenders, or among the Credit Parties and the Lenders, with respect to this Agreement.

Section 9.18 . European Monetary Union.

(a) Alternative Currencies . If and to the extent that any EMU Legislation provides that an amount denominated either in the Euro or in the National Currency Unit of a Participating Member State and payable within the Participating Member State by crediting an account of the creditor can be paid by the debtor either in the Euro Unit or in that National Currency Unit, any party to this Agreement shall be entitled to pay such amount either in the Euro Unit or in such National Currency Unit.

(b) Payments by the Administrative Agent Generally . With respect to the payment of any amount denominated in the Euro or in a National Currency Unit, the Administrative Agent shall not be liable to the Company or any of the Lenders in any way whatsoever for any delay, or the consequences of any delay, in the crediting to any account of any amount required by this Agreement to be paid by the Administrative Agent if the Administrative Agent shall have taken all relevant steps to achieve, on the date required by this Agreement, the payment of such amount in immediately available, freely transferable, cleared funds (in the Euro Unit or, as the case may be, in a National Currency Unit) to the account of the Company or any Lender, as the case may be, in the Principal Financial Center in the Participating Member State which the Company or, as the case may be, such Lender shall have specified for such purpose. In this paragraph (b), “all relevant steps” shall mean all such steps as may be prescribed from time to time by the regulations or operating procedures of such clearing or settlement system as the Administrative Agent may from time to time reasonably determine for the purpose of clearing or settling payments of the Euro.

(c) Determination of Eurocurrency Rate or LIBO Rate . For the purposes of determining the date on which the applicable interest rate for Eurocurrency Rate Advances or LIBO Rate Advances, as the case may be, is determined under this Agreement for any Advance denominated in the Euro (or any National Currency Unit) for any Interest Period therefor, references in this Agreement to London Banking Days shall be deemed to be references to Target Operating Days. In addition, if the Administrative Agent determines that there is no Eurocurrency Rate or LIBO Rate, as the case may be, displayed on the Screen Page for deposits denominated in the National Currency Unit in which any Advances are denominated, the Eurocurrency Rate or LIBO Rate, as the case may be, for such Advances shall be based upon the rate displayed on the applicable Screen Page for the offering of deposits denominated in Euro Units.

(d) Rounding . Without prejudice and in addition to any method of conversion or rounding prescribed by the EMU Legislation, each reference in this Agreement to a minimum amount (or a multiple thereof) in a National Currency Unit to be paid to or by the Administrative Agent shall be replaced by a reference to such reasonably comparable and convenient amount (or a multiple thereof) in the Euro Unit as the Administrative Agent may from time to time specify.

(e) Other Consequential Changes . Without prejudice to the respective liabilities of the Company to the Lenders and the Lenders to the Company under or pursuant to this Agreement, except as expressly provided in this Section 9.18, each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be necessary or appropriate to reflect the introduction of or changeover to the Euro in Participating Member States.

Section 9.19 . Addition of Guarantors. Any subsidiary of the Parent may become a party hereto as a Guarantor and Credit Party by signing and delivering to the Administrative Agent a Guarantee and Joinder Agreement.

Section 9.20 . Release of Guarantors. Each of the Lenders and the Issuing Banks irrevocably authorizes the Administrative Agent to release any Guarantor (other than the Parent and the Company) from its obligations under its Guarantee in accordance with the terms of the applicable Guarantee and Joinder Agreement.

ARTICLE 10

G UARANTEE

Section 10.01 . Guarantee. The Company hereby unconditionally guarantees to each Lender and the Administrative Agent and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) of the principal of and interest on any and all Advances made to and Reimbursement Obligations of each Designated Borrower and all other amounts whatsoever from time to time owing to the Lenders or the Administrative Agent or any of them by any

Designated Borrower under this Agreement and the other Loan Documents pursuant to its Designation Letter, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “ Guaranteed Obligations ”). The Company hereby further agrees that if any Designated Borrower shall fail to pay in full when due (whether at stated maturity, by acceleration, by optional prepayment or otherwise) any of the Guaranteed Obligations, the Company will promptly pay the same, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 10.02 . Obligations Unconditional. (a) The obligations of the Company under this Article 10 are unconditional irrespective of (i) the authorization, value, genuineness, legality, validity, regularity or enforceability of any of the Guaranteed Obligations, (ii) any modification, amendment or waiver of the terms of any of the Guaranteed Obligations, (iii) any extension of time for performance or waiver of performance of any covenant of any Designated Borrower or any failure or omission to enforce or delay in enforcing any right with regard to any of the Guaranteed Obligations, (iv) any bankruptcy or insolvency of any Designated Borrower, (v) any exchange, surrender, release of any other guaranty of or security for any of the Guaranteed Obligations, or (vi) any other circumstance with regard to any of the Guaranteed Obligations which may or might in any manner constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent hereof that the obligations of the Company hereunder shall be absolute and unconditional under any and all circumstances.

(b) The Company hereby expressly waives diligence, presentment, demand, protest, and all notices whatsoever with regard to any of the Guaranteed Obligations and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against any Designated Borrower hereunder or under the Designation Letter of such Designated Borrower or any Note of such Designated Borrower.

Section 10.03 . Reinstatement. The guarantee in this Article 10 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Designated Borrower in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder(s) of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.

Section 10.04 . Subrogation. Until the termination of the Commitments and the payment in full of the principal of and interest on the Advances and the Reimbursement Obligations and all other amounts payable to the Administrative Agent or any Lender hereunder (other than contingent indemnification obligations), the Company hereby agrees not to enforce any rights arising by way of subrogation or contribution, whether arising by operation of law (including, without limitation, any such right arising under the Bankruptcy Code) or otherwise, arising from any payment by it pursuant to the provisions of this Article 10.

Section 10.05 . Remedies. The Company agrees that, as between the Company on the one hand and the Lenders and the Administrative Agent on the other hand, the obligations of any Designated Borrower guaranteed under this Agreement may be declared to be forthwith due and payable, or may be deemed automatically to have been accelerated, as provided in Article 7, for purposes of Section 10.01 hereof notwithstanding any stay, injunction or other prohibition (whether in a bankruptcy proceeding affecting such Designated Borrower or otherwise) preventing such declaration as against such Designated Borrower and that, in the event of such declaration or automatic acceleration such obligations (whether or not due and payable by such Designated Borrower) shall forthwith become due and payable by the Company for purposes of said Section 10.01.

Section 10.06 . Continuing Guarantee. The guarantee in this Article 10 is a continuing guarantee and shall apply to all Guaranteed Obligations whenever arising.

Section 10.07 . Limitation of Liability. The Company’s obligation under the Guarantee set forth in this Article 10 with respect to the Guaranteed Obligations of the Parent, if any, shall be limited to an aggregate amount equal to the largest amount that would not render its guarantee of such Guaranteed Obligations subject to avoidance under section 548 of the Bankruptcy Code or any comparable provision of any other applicable law.

EXHIBIT B

TO AMENDMENT NO. 1

EXHIBIT I

[Form of Guarantee and Joinder Agreement]

GUARANTEE AND JOINDER AGREEMENT dated as of [ ] by [NAME OF GUARANTOR], a [ ] corporation (with its successors, the “ Guarantor ”) for the benefit of the Guaranteed Parties named below.

WHEREAS, the Guarantor is [describe relationship] of, MERCK & CO., INC., New Jersey Corporation (with its successors, the “ Company ”); and

WHEREAS, the Company, the LENDERS party thereto (the “ Lenders ”) and CITICORP USA, INC., as Administrative Agent (the “ Administrative Agent ” and, together with the Lenders, the “ Guaranteed Parties ”) are parties to the Amended and Restated Credit Agreement dated as of April 12, 2006 (as amended on or prior to the date hereof, including by Amendment No. 1 thereto dated April 20, 2009, the “ Credit Agreement ”).

WHEREAS, the Guarantor is willing to enter into this Guarantee and Joinder Agreement; and

WHEREAS, terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees as follows:

1. The Guarantee . The Guarantor hereby unconditionally guarantees to each Guaranteed Party the full and punctual payment when due (whether at stated maturity, upon acceleration or otherwise) of the principal of and interest on any and all Advances made to and Reimbursement Obligations of the Company, obligations of the Company pursuant to Article 10 of the Credit Agreement, and all other amounts whatsoever from time to time owing to the Guaranteed Parties or any of them by the Company under the Credit Agreement and the other Loan Documents, in each case strictly in accordance with the terms thereof (the “ Guaranteed Obligations ”). Upon failure by the Company to pay any Guaranteed Obligation punctually when due, the Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in the instrument evidencing such Guaranteed Obligation; provided that, in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be punctually paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

2. Guarantee Unconditional . The obligations of the Guarantor hereunder shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:

(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or any other Person under any Loan Document, by operation of law or otherwise;

(b) any modification or amendment of or supplement to any Loan Document;

(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Person under any Loan Document;

(d) any change in the corporate existence, structure or ownership of the Company or any other Person, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Company or any other Person or any of their assets or any resulting release or discharge of any obligation of the Company or any other Person under any Loan Document;

(e) the existence of any claim, set-off or other rights that the Guarantor may have at any time against the Company or any other Person, whether in connection with the Loan Documents or with any unrelated transactions; provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;

(f) any invalidity or unenforceability relating to or against the Company or any other Person for any reason of any Loan Document or any provision of applicable law or regulation purporting to prohibit the payment of any Guaranteed Obligation by the Company or any other Person; or

(g) any other act or omission to act or delay of any kind by the Company, or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to the Guarantor’s obligations hereunder.

3. Limit of Liability . If the Guarantor (other than, for the avoidance of doubt, the Company in its capacity as a Guarantor) is a subsidiary of Parent (such Guarantor a “ Subsidiary Guarantor ”), the obligation of such Guarantor under this Guarantee shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any other applicable law.

4. Release of Guarantee .

(a) The Guarantor’s obligations hereunder shall, subject to clause (c) below, remain in full force and effect until all Guaranteed Obligations shall have been paid in full (other than contingent indemnification obligations as to which no claims have been asserted) and no Lender shall have any Commitment under, and no Letter of Credit shall remain outstanding under, the Credit Agreement.

(b) If at any time any payment of any Guaranteed Obligation is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.

Guarantor ”), such Subsidiary Guarantor shall be automatically released from its Guarantee hereunder, and the Administrative Agent shall, at the Company’s expense, execute and deliver such documents as the Company may reasonably request to evidence such release. Such release shall not require the consent of any Lender or the Administrative Agent and the Administrative Agent shall be fully protected in relying on a certificate of the Company or the Parent as to whether the foregoing conditions are satisfied.

5. Waiver by the Guarantor . The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any person or entity against any other guarantor, the Company or any other person or entity.

6. Subrogation . Upon making full payment with respect to any Guaranteed Obligation hereunder, the Guarantor shall be subrogated to the rights of the payee against the Company with respect to such payment; provided that the Guarantor shall not enforce any payment by way of subrogation against the Company unless all Guaranteed Obligations shall have been paid in full (other than contingent indemnification obligations as to which no claims have been asserted) and no Lender shall have any Commitment under, and no Letter of Credit shall remain outstanding under, the Credit Agreement.

7. Stay of Acceleration . If acceleration of the time for payment of any Guaranteed Obligation is stayed upon the insolvency, bankruptcy or reorganization of the Company, all such Guaranteed Obligations otherwise subject to acceleration under the terms of the Credit Agreement shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent.

8. Continuing Guarantee. This Guarantee is a continuing guarantee, shall be binding on the Guarantor and its successors and assigns, and shall be enforceable by the Guaranteed Parties. If all or part of the Guaranteed Parties’ interest in any Guaranteed Obligation is assigned or otherwise transferred, the transferor’s rights under this Guarantee, to the extent applicable to the obligation so transferred, shall automatically be transferred with such obligation.

9. Party to Credit Agreement . Upon delivering this Guarantee and Joinder Agreement to the Administrative Agent, the Guarantor will become a party to the Credit Agreement, and the Guarantor will thereafter have all the rights and obligations of a “Guarantor” [and][, ]a “Credit Party” [and “the Parent”] thereunder and be bound by all the provisions thereof as fully as if the Guarantor were one of the original parties thereto.

10. Representations and Warranties . Each of the representations and warranties set forth in Article 4 of the Credit Agreement that relate to the Guarantor is true as applied to the Guarantor as of the date hereof.

11. No Waiver . No failure to exercise or delay in exercising any right, power or privilege under this Guarantee and Joinder Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Guarantee and Joinder Agreement or any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

12. Amendments and Waivers . Any provision of this Guarantee may be amended or waived if, but only if, such amendment or waiver is in writing and is signed by Majority Lenders and the Guarantor; provided that no such amendment or waiver shall, without the written consent of all Lenders, (x) release the Guarantor from, or limit its liability with respect to, its obligations hereunder (other than as provided for in Section 4 hereof) or (y) modify this Section 12.

13. Successors and Assigns . This Guarantee shall be binding upon the Guarantor and its successors and assigns, for the benefit of the Guaranteed Parties and their successors and assigns, except that the Guarantor may not transfer or assign any or all of its rights or obligations hereunder without the prior written consent of all Lenders.

14. Miscellaneous . The Guarantor hereby agrees that this Guarantee and Joinder Agreement shall be governed by, and construed in accordance with, the law of the State of New York. The Guarantor hereby submits to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America, in each case sitting in New York County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guarantee and Joinder Agreement or any of the other Loan Documents, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such Federal court. The Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Guarantee and Joinder Agreement or any of the other Loan Documents in any New York State or Federal court and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. The Guarantor further irrevocably agrees that any and all legal process in connection with any such action or proceeding in any such court may be effected by mailing a copy thereof by registered or certified mail, postage prepaid, to it at the address set forth in Section 9.02(a) of the Credit Agreement, such service being hereby acknowledged by such Credit Party to be effective and binding service.

15. WAIVER OF JURY TRIAL . THE GUARANTOR IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTEE AND JOINDER AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS .

IN WITNESS WHEREOF, the parties hereto have caused this Guarantee and Joinder Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


[NAME OF GUARANTOR]

By:
Name:
Title:

Exhibit 10.3

Guarantee and Joinder Agreement

GUARANTEE AND JOINDER AGREEMENT dated as of November 3, 2009 by Merck & Co., Inc. (formerly Schering-Plough Corporation), a New Jersey corporation (with its successors, the “ Guarantor ”) for the benefit of the Guaranteed Parties named below.

WHEREAS, the Guarantor is the Parent of Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.), a New Jersey Corporation (with its successors, the “ Company ”); and

WHEREAS, the Guarantor is willing to enter into this Guarantee and Joinder Agreement; and

WHEREAS, terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees as follows:

(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company or any other Person under any Loan Document, by operation of law or otherwise;

(b) any modification or amendment of or supplement to any Loan Document;

(c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Company or any other Person under any Loan Document;

4. Release of Guarantee .

(c) If it shall come to pass that any Subsidiary Guarantor is a guarantor neither with respect to any other Credit Facility nor with respect to the Senior Notes, or any Subsidiary Guarantor shall cease to be a Subsidiary of the Parent, or all the assets of a Subsidiary Guarantor are sold to a Person other than the Parent or any of its Subsidiaries, in each case, in a transaction not otherwise prohibited by the Credit Agreement (any such sale, a “ Sale of Guarantor ”), such Subsidiary Guarantor shall be automatically released from its Guarantee hereunder, and the Administrative Agent shall, at the Company’s expense, execute and deliver such documents as the Company may reasonably request to evidence such release. Such release shall not require the consent of any Lender or the Administrative Agent and the Administrative Agent shall be fully protected in relying on a certificate of the Company or the Parent as to whether the foregoing conditions are satisfied.

9. Party to Credit Agreement . Upon delivering this Guarantee and Joinder Agreement to the Administrative Agent, the Guarantor will become a party to the Credit Agreement, and the Guarantor will thereafter have all the rights and obligations of a “Guarantor”, a “Credit Party” and “the Parent” thereunder and be bound by all the provisions thereof as fully as if the Guarantor were one of the original parties thereto.

IN WITNESS WHEREOF, the Guarantor has caused this Guarantee and Joinder Agreement to be duly executed by its authorized officer as of the day and year first above written.


MERCK & CO., INC.

By:		/ S / P ETER N. K ELLOGG
Name:		Peter N. Kellogg
Title:		Executive Vice President and Chief Financial Officer

Exhibit 10.4

GUARANTOR JOINDER AGREEMENT

GUARANTOR JOINDER AGREEMENT dated as of November 3, 2009, by Merck & Co., Inc. (formerly Schering-Plough Corporation), a New Jersey corporation (the “ Guarantor ”) and JPMorgan Chase Bank, N.A., as Administrative Agent.

WHEREAS, Merck Sharp & Dohme Corp. (formerly Merck & Co., Inc.), the Guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders and agents named therein are parties to an Incremental Credit Agreement dated as of May 6, 2009 (as heretofore amended and/or supplemented, the “ Credit Agreement ”);

WHEREAS, Guarantor desires to become a party to the Credit Agreement as a Guarantor thereunder; and

WHEREAS, terms defined in the Credit Agreement and not otherwise defined herein have, as used herein, the respective meanings provided for therein;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor agrees as follows:

1. Affiliate Guarantee. The Guarantor unconditionally guarantees the full and punctual payment of each Guaranteed Obligation when due (whether at stated maturity, upon acceleration or otherwise). The Guarantor acknowledges that, by signing this Guarantor Joinder Agreement and delivering it to the Administrative Agent, the Guarantor becomes a “Guarantor” and “Credit Party” for all purposes of the Credit Agreement and that its obligations under the foregoing Affiliate Guarantee are subject to all the provisions of the Credit Agreement (including those set forth in Article 10 thereof) applicable to the obligations of a Guarantor thereunder.

2. Party to Credit Agreement . Upon delivering this Guarantor Joinder Agreement to the Administrative Agent, the Guarantor will become a party to the Credit Agreement and will thereafter have all the rights and obligations of a Guarantor and a Credit Party thereunder and be bound by all the provisions thereof as fully as if the Guarantor were one of the original parties thereto.

3. Representations and Warranties . Each of the representations and warranties set forth in Article 3 of the Credit Agreement is true as applied to the Guarantor. For purposes of the foregoing sentence, references in said Sections to a “Guarantor” or a “Credit Party” shall be deemed to include a reference to the Guarantor.

4. Governing Law . This Guarantor Joinder Agreement shall be construed in accordance with and governed by the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Guarantor Joinder Agreement to be duly executed by their respective authorized officers as of the day and year first above written.


MERCK & CO., INC.

By:		/ S / P ETER N. K ELLOGG
Name:		Peter N. Kellogg
Title:		Executive Vice President and Chief Financial Officer

JPMORGAN CHASE BANK, N.A., as Administrative Agent

By:		/ S / D AWN L EE L UM
Name:		Dawn Lee Lum
Title:		Executive Director

Exhibit 10.5

MERCK & CO., INC.

2006 NON-EMPLOYEE DIRECTORS

STOCK OPTION PLAN

(Effective as Amended and Restated on the Closing Date of the Transactions)

2006 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

The 2006 Non-Employee Directors Stock Option Plan (the “Plan”) was established and is maintained to attract, retain and compensate for service as members of the Board of Directors of Merck & Co., Inc. 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. As of the Closing Date (“Closing Date”) of the Agreement and Plan of Merger dated as of March 8, 2009, as amended, by and among Merck & Co., Inc. Schering Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), the Plan is being amended and restated. For purposes of this Plan, the “Company or “Merck” includes (a) Merck & Co., Inc. as in effect prior to the consummation of the Transactions and (b) Merck & Co., Inc. (formerly known as Schering-Plough Corporation) as in effect on and after the consummation of the Transactions. 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”) shall participate in this Plan; provided, however, that any Non-Employee Director who was a member of the Board of Directors of Schering-Plough Corporation on the Closing Date shall not be eligible to participate in this Plan, unless Company shareholders re-approve this Plan at shareholder meeting held after the Closing Date.

Awards

Only nonqualified stock options to purchase shares of Merck Common Stock (“NQSOs”) and Restricted Stock Grants (collectively, “Incentives”) may be granted under this Plan.

3.	Shares Available

Number of Shares Available: There is hereby reserved for issuance under this Plan 1 million shares of Merck Common Stock, which may be authorized but unissued shares, treasury shares, or shares purchased on the open market.

Recapitalization Adjustment: In the event of a reorganization, recapitalization, stock split, stock dividend, extraordinary cash dividend, combination of shares, merger, consolidation, rights offering or other similar change in the capital 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 Incentives, 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 incentives issued under the then current Incentive Stock Plan for Merck (including the Merck Sharp & Dohme Corp. 2007 Stock Incentive Plan, as amended and restated, until Company shareholders approve a Merck Incentive Stock Plan after the consummation of the Transactions) (the “ISP”) subject to any required action by the Board of Directors or the stockholders of the Company and compliance with applicable securities laws.

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 an NQSO to purchase 5,000 shares of Merck Common Stock or such other amount as may be determined by the Board from time to time. 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 business 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 of Merck Common Stock on the date of the grant as quoted on the New York Stock Exchange.

6.	Option Period

An NQSO granted under this Plan shall become exercisable at 12:01 a.m. in three equal installments (subject to rounding) on each of the first, second and third anniversaries of the date of grant and shall expire at 11:59 p.m. on the day before the tenth anniversary thereof (“Option Period”). As used in this Plan, all times shall mean the time for New York, NY.

Payment

The NQSO price and any required tax withholding, if any, shall be paid in cash in U.S. dollars at the time the NQSO is exercised or in such other manner as permitted for option exercises under the ISP applicable to “officers” (as defined in Rule 16a-1 of the Securities Exchange Act of 1934 (the “Exchange Act”)) of Merck and its affiliates. If the Compensation and Benefits Committee of the Board of Directors of the Company approves the use of previously owned shares of Common Stock for any portion of the exercise price for NQSOs granted under the ISP, then that same provision also shall apply to this Plan. The NQSOs shall be exercised through the Company’s broker-assisted stock option exercise program, provided such program is available at the time of the option exercise, or by such other means as in effect from time to time for the ISP.

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 by 11:59 p.m. on the day before the same day of the third month after such cessation of service (but in no event after the expiration of the Option Period) or they shall be forfeited. For example, if service ends on January 12 and this section applies, the NQSOs would expire no later than 11:59 p.m. on April 11. All other NQSOs shall expire at 11:59 p.m. on the day of such cessation of service.

9.	Retirement

If a grantee ceases service as a Non-Employee Director and is then at least age 65 with ten or more years of service or age 70 with five or more years of service (such cessation of service is a “Retirement” and begins on the first day after service ends), then any of his/her outstanding NQSOs shall continue to become exercisable as if service had continued. All outstanding NQSOs must be exercised by the expiration of the Option Period, or such NQSOs shall be forfeited. Notwithstanding the foregoing, if a grantee dies before the NQSOs are forfeited, Section 10 shall control.

10.

Death

Upon the death of a grantee, all unvested NQSOs shall become immediately exercisable. 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) 11:59 p.m. on the day before the third anniversary of the date of death (ii) the expiration of the Option Period; if not exercised by the earlier of (i) or (ii), such NQSOs shall be forfeited. Notwithstanding the foregoing, if local law applicable to a deceased grantee requires a longer or shorter exercise period, these provisions shall comply with that law.

11.	Restricted Stock Grant

The Board may award actual shares of Common Stock (“Restricted Stock”) or phantom shares of Common Stock (“Restricted Stock Units”) to a Non-Employee Director, which shares shall be subject to the terms and conditions and as the Board may prescribe from time to time.

12.	Administration and Amendment of the Plan

This Plan shall be administered by the Board of Directors of Merck. The Board may delegate to any person or group, who may further so delegate, the Board’s powers and obligations hereunder as they relate to day to day administration of the exercise process. 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 an NQSO shall not be made more frequently than every six months unless necessary to comply with applicable laws or regulations. Unless approved by the Company’s stockholders, no adjustments or reduction of the exercise price of any outstanding NQSO shall be made directly or by cancellation of outstanding NQSOs and the subsequent regranting of NQSOs at a lower price to the same individual. No amendment may revoke or alter in a manner unfavorable to the grantees any Incentives 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 Exchange Act or any other requirement of applicable law or regulation. An Incentive may not be granted under this Plan after December 31, 2015 but NQSOs granted prior to that date shall continue to become exercisable and may be exercised, and Restricted Stock Grants shall continue to vest, according to their terms,

13.	Transferability

Except as set forth in this section, the NQSOs granted under this Plan shall not be exercisable during the grantee’s lifetime by anyone other than the grantee, the grantee’s legal guardian or the grantee’s legal representative, and shall not be transferable other than by will or by the laws of descent and distribution. Incentives granted under this Plan shall be transferable during a grantee’s lifetime only in accordance with the following provisions.

The NQSO may be transferred only to the grantee’s spouse, children (including adopted children and stepchildren) and grandchildren (collectively, “Family Members”), to one or more trusts for the benefit of Family Members or, at the discretion of the Board of Directors, to one or more partnerships where the grantee and his Family Members are the only partners, in accordance with the rules set forth in this section. The grantee shall not receive any payment or other consideration for such transfer (except that if the transfer is to a partnership, the grantee shall be permitted to receive an interest in the partnership in consideration for the transfer).

Any NQSO transferred in accordance with this section shall continue to be subject to the same terms and conditions in the hands of the transferee as were applicable to such NQSO prior to the transfer, except that the grantee’s right to transfer such NQSO in accordance with this section shall not apply to the transferee. However, if the transferee is a natural person, upon the transferee’s death, the NQSO privileges may be exercised by the legal representatives or beneficiaries of the transferee within the exercise periods otherwise applicable to the NQSO.

Any purported transfer of an NQSO under this section shall not be effective unless, prior to such transfer, the grantee has (1) met the minimum stock ownership target then in place for Directors of the Company, (2) notified the Company of the transferee’s name and address, the number of shares under the Option to be transferred, and the grant date and exercise price of such shares, and (3) demonstrated, if requested by the Board of Directors, that the proposed transferee qualifies as a permitted transferee under the rules set forth in this section. In addition, the transferee must sign an agreement that he or she is bound by the rules and regulations of the Plan and by the same insider trading restrictions that apply to the grantee and provide any additional documents requested by the Company in order to effect the transfer. No transfer shall be effective unless the Company has in effect a registration statement filed under the Securities Act of 1933 covering the securities to be acquired by the transferee upon exercise of the NQSO, or the General Counsel of Merck has determined that registration of such shares is not necessary.

14.	Compliance with SEC Regulations

It is the Company’s intent that the Plan comply in all respects with Rule 16b-3 of the Exchange 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 Exchange Act, as amended, and any regulations promulgated thereunder.

15.	Miscellaneous

Except as provided in this Plan, no Non-Employee Director shall have any claim or right to be granted an 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.

16.	Effective Date

This Plan shall be effective April 25, 2006 or such later date as stockholder approval is obtained and is being amended and restated as of the Closing Date.

17.	No Constraint on Corporate Action

Nothing in this Plan shall be construed (i) to limit or impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, liquidate, sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 12, to limit the right or power of the Company or any subsidiary to take any action which such entity deems to be necessary or appropriate.

18.	Governing Law

This Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey.

Exhibit 10.6

MERCK & CO., INC.

PLAN FOR DEFERRED PAYMENT OF

DIRECTORS’ COMPENSATION

( Effective as Amended and Restated on the Closing Date of the Transactions )

TABLE OF CONTENTS


		Page
Article I	Purpose	1

Article II	Election of Deferral, Investment Alternatives and Distribution Schedule	1

Article III	Valuation of Deferred Amounts	3

Article IV	Redesignation Within a Deferral Account	4

Article V	Payment of Deferred Amounts	5

Article VI	Designation of Beneficiary	6

Article VII	Plan Amendment or Termination	6

Article VIII	Section 409A Compliance	6

Article IX	Effective Date	6

MERCK & CO., INC.

PLAN FOR DEFERRED PAYMENT OF

DIRECTORS’ COMPENSATION

I.	PURPOSE

The Merck & Co., Inc. Plan for Deferred Payment of Directors’ Compensation (“Plan”) provides an unfunded arrangement for directors of Merck & Co., Inc., formerly known as Schering-Plough Corporation (“Merck” or the “Company”) prior to the closing date (“Closing Date”) of the Agreement and Plan of Merger dated as of March 8, 2009, as amended, by and among Merck & Co., Inc., Schering-Plough Corporation, SP Merger Subsidiary One, Inc. and SP Merger Subsidiary Two, Inc. (the “Transactions”), other than directors that are current employees of the Company or its subsidiaries, to value, account for and ultimately distribute amounts deferred (i) voluntarily in case of annual retainers and Board and committee meeting fees and (ii) mandatorily in certain other cases as described herein. Prior to the Closing Date, the predecessor to this Plan provided identical benefits to directors of Merck Sharp & Dohme Corp. (formerly Merck & Co, Inc. prior to the Closing Date) (“MSD”).

II.

ELECTION OF DEFERRAL, INVESTMENT ALTERNATIVES AND DISTRIBUTION SCHEDULE

Election of Voluntary Deferral Amount

Prior to December 31 of each year, each director may irrevocably elect (an “Initial Election”) to defer, until termination of service as a director or later, 50% or 100% of each of the following (together, the “Voluntary Deferral Amount”) with respect to the 12 months beginning April 1 of the next calendar year after such Initial Election:

(a) Board retainer

(b) Committee Chairperson retainer

(d) Board and committee meeting fees.

Prior to commencement of duties as a director or within the first 30 days following commencement of services, a director newly elected or appointed to the Board during a calendar year may make an Initial Election for the portion of the Voluntary Deferral Amount applicable to such director’s first year of service (or part thereof).

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

Once an Initial Election is made, including, effective December’s 2008, elections made by directors of MSD prior to the Transactions, it shall continue to apply in successive years on the same terms and conditions until the director makes a new Initial Election.

Certain directors (the “Schering Directors”) who were directors of Schering-Plough Corporation on the Closing Date of the Transactions will continue service following the Closing Date. Anything in the Plan to the contrary notwithstanding, the Schering Directors are first eligible to elect Voluntary Deferrals by December 31 of the year that includes the Closing Date. That initial election may not apply earlier than January 1 of the following year and shall continue through the April 1 of the second year following the Closing Date.

Mandatory Deferral Amount

As of the Friday following the Company’s Annual Meeting of Stockholders (the “Mandatory Deferral Date”), each director will be credited with an amount equivalent to the annual cash retainer for the 12 month period beginning on the April 1 preceding the Annual Meeting (the “Mandatory Deferral Amount”). The Mandatory Deferral Amount will be measured by the Merck Common Stock account.

A director newly elected or appointed to the Board after the Mandatory Deferral Date will be credited with a 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 as of the first day of such director’s service.

For purposes of the Mandatory Deferral Amount, the Schering Directors shall be treated as if newly elected or appointed to the Board as of the Closing Date.

Automatic Deferral of Executive Committee Fees

Between June 2005, and April 2007, directors of MSD who served as either Chairperson or member of the Board’s Executive Committee, in lieu of any cash payment for such service, were credited with an amount provided by way of retainer or meeting fees (the “Automatic Deferral Amount”). The Automatic Deferral Amount is measured by the Merck Common Stock account.

Election of Investment Alternatives

Each Initial Election shall include an election as to the investment alternatives by which the value of amounts deferred will be measured in accordance with Article III, below. Investment alternatives available under this Plan shall be the same as the investment alternatives available from time to time under the Merck Sharp & Dohme Corp. Deferral Program (the “Executive Deferral Program”); provided, however, that at all times there shall be a Merck Common Stock fund. All investment alternatives other than Merck Common Stock are referred to herein as “Other Investment Alternatives.”

Initial Election of Distribution Schedule

An Initial Election shall include an election of the year during which the Distribution Date (as defined below) shall occur and shall apply to all Voluntary Deferral Amounts, Mandatory Deferral Amounts and Automatic Deferral Amounts credited during the same period. The Distribution Date shall be the 15th day of the month (or, if such day is not a business day, the next business day) of a calendar quarter following the Director’s termination of service as a director or such number of years thereafter as would be permitted for distributions elected under the Executive Deferral Program.

Changes to Distribution Schedule

If and to the extent that participants in the Executive Deferral Program are permitted to make re-deferral elections from time to time, participants in this Plan may elect to defer their Distribution Dates subject to the same restrictions applicable under the Executive Deferral Program; provided, however, that no re-deferral election may have the effect of accelerating a distribution prior to a director’s termination of service or death.

III.

VALUATION OF DEFERRED AMOUNTS

Merck Common Stock

Initial Crediting . The annual Mandatory Deferral Amount shall be used to determine the number of full and partial shares of Merck Common Stock that such amount would purchase at the closing price of the Common Stock on the New York Stock Exchange (“NYSE”) on the Mandatory Deferral Date.

The Automatic Deferral Amount was used to determine the number of full and partial shares of Merck Common Stock that such amount would have purchased at the closing price of the Common Stock on the NYSE.

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 that such amount would purchase at the closing price of the Common Stock on the NYSE on the applicable Voluntary Deferral Date.

This Plan is unfunded: at no time will any shares of Merck Common Stock be purchased or earmarked for such deferred amounts nor will any rights of a shareholder exist with respect to such amounts.

Dividends. Each director’s account will be credited with the additional number of full and partial shares of Merck Common Stock that would have been purchasable with the dividends on shares previously credited to the account at the closing price of the Common Stock on the NYSE on the date each dividend was paid.

Distributions. Distributions from the Merck Common Stock account will be valued at the closing price of Merck Common Stock on the NYSE as of the Distribution Date.

For purposes of valuation of Merck Common Stock, if Merck Common Stock is no longer traded on the NYSE, but is publicly traded on any other exchange, references to NYSE shall mean such other exchange. If Merck Common Stock is not publicly traded and if the Committee on Corporate Governance of the Board of Directors determines that a measurement of Merck Common Stock on any Mandatory or Voluntary Deferral Date or Distribution Date would not constitute fair market value, then the Committee shall decide on the date and method to determine fair market value, which shall be in accord with any requirements set forth under Section 409A or any successor thereto.

Other Investment Alternatives

Initial Crediting. The amount allocated to each Other Investment Alternative shall be used to determine the full and partial Other Investment Alternative shares that such amount would purchase at the closing net asset value of the Other Investment Alternative 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 Other Investment Alternative shares so determined.

At no time will any Other Investment Alternative shares be purchased or earmarked for such deferred amounts nor will any rights of a shareholder exist with respect to such amounts.

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

Distributions. Other Investment Alternative distributions will be valued based on the closing net asset value of the Other Investment Alternative shares as of the Distribution Date.

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 an Other Investment Alternative, the number and kind of shares or units shall be adjusted accordingly.

IV.

REDESIGNATION WITHIN A DEFERRAL ACCOUNT

General

A director may redesignate how his or her account is invested among the Other Investment Alternatives (a “Redesignation”). A Redesignation affects only the Investment Alternatives; it does not affect the timing of distributions from the Plan. Amounts deferred using the Merck Common Stock method and any earnings attributable to such deferrals may not be redesignated prior to the

first anniversary of the termination of the director’s service. The change will be effective at the closing price as of (i) the day when the redesignation request is received pursuant to administrative guidelines established by the Human Resources Financial Services area provided the request is received prior to the close of the NYSE on such day or (ii) the next following business day if the request is received when the NYSE is closed.

When Redesignation May Occur

During Active Service . There is no limit on the number of times a director may Redesignate the portion of his/her deferred account permitted to be Redesignated. Each such request shall be irrevocable and can be Redesignated in whole percentages or as a dollar amount.

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 IV, Section B.1.

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 Investment Alternatives. For purposes of such Redesignations, the cash equivalent of the value of the Other Investment Alternative shares shall be the closing net asset value of such Other Investment Alternative as of (i) the day when the Redesignation request is received pursuant to administrative guidelines established by the Human Resources Financial Services area of the Treasury department, provided the request is received prior to the close of the NYSE on such day or (ii) the next following business day if the request is received when the NYSE is closed.

V.	PAYMENT OF DEFERRED AMOUNTS

Payment

All payments to directors of amounts deferred will be in cash as of the Distribution Date. Distributions shall be pro rata by investment alternative. Distributions shall be paid as soon as administratively feasible after the Distribution Date.

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 Corporate Governance, 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 Corporate Governance 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 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.

VI.

DESIGNATION OF BENEFICIARY

In the event of the death of a director:

A. 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 legal representative of the director’s estate.

B. A lump sum distribution of any remaining account balance will be made to the director’s beneficiary or estate’s legal representative as soon as administratively feasible following such death, whether or not the director was in service at the time of death or has commenced to receive payments of his or her account balance. The Distribution Date of such a distribution shall be the 15th day of the month (or, if such day is not a business day, the next business day) of the calendar quarter following the date the Company learns of such death.

VII.

PLAN AMENDMENT OR TERMINATION

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

VIII.

SECTION 409A COMPLIANCE

Anything in the Plan to the contrary notwithstanding, the Plan shall comply with Section 409A of the Internal Revenue Code of 1986, as amended (or any successor thereto) (the “Code”) and shall be interpreted in accordance therewith. Any payment called for under the Plan as of or as soon as administratively feasible on or after a designated date shall be made no later than a date within the same tax year of a director, or by March 15 of the following year, if later (or such other time as permitted in Treas. Reg. Sec. 1.409A-3(d) or any successor thereto); provided further, that the director is not permitted to change the taxable year of payment, except in accordance with Article II, Section F and Section 409A of the Code . Where the Plan’s obligation to pay is unclear, including a dispute about who is the proper beneficiary of a director who dies, payment shall be made as soon as administratively feasible after the Program’s obligation becomes clear and at a time permitted by Treas. Reg. Sec. 1.409A-3(g)(4) or any successor thereto.

IX.

EFFECTIVE DATE.

This amendment and restatement of this plan shall be effective as of the Closing Date of the Transactions.

Exhibit 10.7

MERCK SHARP & DOHME CORP.

2007 INCENTIVE STOCK PLAN

(Effective as Amended and Restated on Closing Date of the Transactions)

1. Purpose

The 2007 Incentive Stock Plan (the “Plan”), effective May 1, 2006, was established to encourage employees of Merck & Co., Inc., its subsidiaries, its affiliates and its joint ventures to acquire common stock in Merck & Co, Inc.

As of the Closing Date (“Closing Date”) of the Agreement and Plan of Merger dated as of March 8, 2009, as amended, by and among Merck & Co., Inc. Schering Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), the Plan is amended and restated (1) to reflect the new corporate structure resulting from the Transactions, including clarification that the sponsoring entity of the Plan shall be Merck & Co, Inc., (formerly known as Schering-Plough Corporation) (“Parent”) and Merck Sharp & Dohme Corp. (formerly known as Merck & Co., Inc.) (“MSD” or the “Company”), a subsidiary of Parent; (2) to provide that all awards that have been granted pursuant to the Plan to acquire common stock of MSD shall be automatically converted into awards to acquire common stock of the Parent (“Parent Common Stock”); and (3) to further provide that any award to acquire stock granted on or after the Transactions, will be granted with respect to Parent Common Stock.

It is believed that the Plan will continue to serve the interests of the Company, its Parent and its Parent’s stockholders because it allows employees to have a greater personal financial interest in the Company and its Parent through ownership of, or the right to acquire Parent Common Stock, which in turn will stimulate employees’ efforts on the Company’s and Parent’s behalf, and maintain and strengthen their desire to remain with the Company or Parent. It is believed that the Plan also will assist in the recruitment of MSD employees.

2. Administration

The Plan shall be administered by the Compensation and Benefits Committee of the Board of Directors of the Parent (the “Committee”). A Director of the Parent may serve on the Committee only if he or she (i) is a “Non-Employee Director” of the Parent for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) satisfies the requirements of an “outside director” of the Parent for purposes of Section 162(m) of the Internal Revenue Code (the “Code”). The Committee shall be responsible for the administration of the Plan including, without limitation, determining which Eligible Employees receive Incentives, the types of Incentives they receive under the Plan, the number of shares covered by Incentives granted under the Plan, and the other terms and conditions of such Incentives. Determinations by the Committee under the Plan including, without limitation, determinations of the Eligible Employees, the form, amount and timing of Incentives, the terms and provisions of Incentives and the writings evidencing Incentives, need not be uniform and may be made selectively among Eligible Employees who receive, or are eligible to receive, Incentives hereunder, whether or not such Eligible Employees are similarly situated.

The Committee shall have the responsibility of construing and interpreting the Plan, including the right to construe disputed or doubtful Plan provisions, and of establishing, amending and construing such rules and regulations as it may deem necessary or desirable for the proper administration of the Plan. Any decision or action taken or to be taken by the Committee, arising out of or in connection with the construction, administration, interpretation and effect of the Plan and of its rules and regulations, shall, to the maximum extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be final, binding and conclusive upon the Company, all Eligible Employees and any person claiming under or through any Eligible Employee.

The Committee, as permitted by applicable state law, may delegate any or all of its power and authority hereunder to the Chief Executive Officer of the Parent or such other senior member of management of the Parent or Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its authority with regard to any matter or action affecting an “officer” as such term is defined in Rule 16(a)-1(f) of the Exchange Act (a “Section 16 Officer”) and that no such delegation shall be made in the case of Incentives intended to be qualified under Section 162(m) of the Code.

For the purpose of this section and all subsequent sections, the Plan shall be deemed to include this Plan and any comparable sub-plans established by subsidiaries which, in the aggregate, shall constitute one Plan governed by the terms set forth herein.

3. Eligibility

(a) Employees . Regular full-time and part-time employees employed by the Company, or, except as noted below, its Parent, or its subsidiaries, its affiliates and its joint ventures, including officers, whether or not directors of the Company or Parent, and employees of a joint venture partner or affiliate of the Company who provide services to the joint venture with such partner or affiliate (each such person, an “Employee”), shall be eligible to participate in the Plan if designated by the Committee (“Eligible Employees”).

(b) Non-employees and other Excluded Persons . The term “Employee” shall not include any of the following (collectively, “Excluded Persons”): a director who is not an employee or an officer of the Company or Parent; a person who is an independent contractor, or agrees or has agreed that he/she is an independent contractor of the Company; a person who has any agreement or understanding with the Company or Parent, or any of its affiliates or joint venture partners that he/she is not an employee or an Eligible Employee, even if he/she previously had been an employee or Eligible Employee; a person who is employed by a temporary or other employment agency, regardless of the amount of control, supervision or training provided by the Company or its affiliates; a “leased employee” as defined under Section 414 (n) of the Code; or a person who was an employee, director, or independent contractor of Schering-Plough Corporation, its subsidiaries, or joint venture partners on the Closing Date. An Excluded Person is not an Eligible Employee and cannot receive Incentives even if a court, agency or other authority rules that he/she is a common-law employee of the Company or its affiliates.

(c) No Right To Continued Employment . Nothing in the Plan shall interfere with or limit in any way the right of the Company, its Parent, its subsidiaries, its affiliates or its joint ventures to terminate the employment of any person at any time, nor confer upon any person the right to continue in the employ of the Company, its Parent, its subsidiaries, its affiliates or its joint ventures. No Eligible Employee shall have a right to receive an Incentive or any other benefit under this Plan or having been granted an Incentive or other benefit, to receive any additional Incentive or other benefit. Neither the award of an Incentive nor any benefits arising under such Incentives shall constitute an employment contract with the Company, its Parent, its subsidiaries, its affiliates or its joint ventures, and accordingly, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Parent without giving rise to liability on the part of the Company, its Parent, its subsidiaries, its affiliates or its joint ventures for severance. Except as may be otherwise specifically stated in any other employee benefit plan, policy or program, neither any Incentive under this Plan nor any amount realized from any such Incentive shall be treated as compensation for any purposes of calculating an employee’s benefit under any such plan, policy or program.

4. Term of the Plan

This Plan became effective on May 1, 2006, based on the approval of the Plan by a majority of the votes cast at the Annual Meeting of stockholders of the Company on April 25, 2006, and was amended and restated based on approval of the Board of Directors of the Parent, effective on the Closing Date. No Incentive shall be granted under the Plan after the annual meeting of Shareholders of the Parent in or around May 2010, if the Shareholders of the Parent approve a stock incentive plan of the Parent at such annual meeting, (or such earlier date that the Plan may be terminated by the Board), but the term and exercise of Incentives granted theretofore may extend beyond that date.

5. Incentives

Incentives under the Plan may be granted in any one or a combination of (a) Incentive Stock Options (“ISOs”), (b) Nonqualified Options (together with ISOs, “Stock Options”), (c) Stock Appreciation Rights, (d) Restricted Stock Grants, (e) Performance Awards, (f) Share Awards and (g) Phantom Stock Awards (collectively, “Incentives”). All Incentives shall be subject to the terms and conditions set forth herein and to such other terms and conditions as may be established by the Committee. In general, Incentives may not vest, and Stock Options and Stock Appreciation Rights may not be exercisable, earlier than one year from their grant date except in case of an intervening event, such as for example, a change in control of the Company (for Incentives granted prior to the Transactions), a change in control of the Parent, or the grantee’s death, retirement, termination of employment caused by the Company, Parent, or other event as established by the Committee, or as required by applicable law. Notwithstanding anything to the contrary, any Incentives granted to an individual who is not an Eligible Employee or otherwise in error shall be void ab initio .

6. Shares Available for Incentives

(a) Shares Available . Subject to the provisions of Section 6(c), the maximum number of shares of Parent Common Stock of the Parent that may be issued under the Plan is 155 million.

(i) A Stock Option or Stock Appreciation Right shall be counted as one share for purposes of the limit set forth in Section 6(a) at the time of grant. A combination of Tandem SAR and Stock Option, where the exercise of the Tandem SAR or Stock Option results in the cancellation of the other, shall be counted as one share for purposes of the limit set forth in Section 6(a) at the time of grant.

(ii) A Restricted Stock Grant, Performance Share, Share Award or Phantom Stock Award shall be counted as four shares for purposes of the limit set forth in Section 6(a) at the time of grant.

(iii) Any shares under this Plan or under the 1991, 1996, 2001 or 2004 Incentive Stock Plans that are not purchased or awarded under an Incentive because such Incentive has lapsed, expired, terminated or been canceled may be used for the further grant of Incentives under the Plan.

(iv) Notwithstanding anything to the contrary: (a) shares tendered in payment of the exercise price of a Stock Option shall not be added to the maximum share limitations described above; (b) shares withheld by the Company to satisfy the tax withholding obligation shall not be added to the maximum share limitations described above; and (c) all shares covered by a Stock Appreciation Right, to the extent that it is exercised and whether or not shares of Parent Common Stock are actually issued upon exercise of the right, shall be considered issued or transferred pursuant to the Plan.

(v) Incentives and similar awards issued by an entity that is merged into or with the Company or Parent, acquired by the Company or Parent or otherwise involved in a similar corporate transaction with the Company or Parent are not considered issued under this Plan. Shares under this Plan may be delivered by the Parent from its authorized but unissued shares of Parent Common Stock or from issued and reacquired Parent Common Stock held as treasury stock, or both. In no event shall fractional shares of Parent Common Stock be issued under the Plan.

(b) Limit on an Individual’s Incentives . In any calendar year, no Eligible Employee may receive (i) with respect to Incentives denominated with respect to shares of Parent Common Stock, Incentives covering more than 3 million shares of Parent Common Stock (such number of shares shall be counted as provided in Section 6(a) and shall be adjusted in accordance with Section 6(c)), or (ii) with respect to Incentives denominated in cash, Incentives with a fair market value exceeding that of 3 million shares of Parent Common Stock determined as of the date such Incentive is granted.

(c) Adjustment of Shares . In the event of a reorganization, recapitalization, stock split, stock dividend, extraordinary cash dividend, combination of shares, merger, consolidation, rights offering, spin off, split off, split up or other event identified by the Committee, the Committee shall make such adjustments in (i) the number and kind of shares authorized for issuance under the Plan, (ii) the number and kind of shares subject to outstanding Incentives, (iii) the option price of Stock Options and (iv) the grant value of Stock Appreciation Rights, in a manner it may deem appropriate. Any such determination shall be final, binding and conclusive on all parties.

7. Stock Options

The Committee may grant options qualifying as ISOs as defined in Section 422 of the Code, and options other than ISOs (“Nonqualified Options”). Such Stock Options shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Stock Option Price . The option price per share with respect to each Stock Option shall be determined by the Committee, but shall not be less than 100 percent of the fair market value of the Parent Common Stock on the date the Stock Option is granted, as determined by the Committee.

(b) Period of Stock Option . The period of each Stock Option shall be fixed by the Committee, provided that the period for all Stock Options shall not exceed ten years from the grant, provided further, however, that, in the event of the death of an Optionee prior to the expiration of a Nonqualified Option, such Nonqualified Option may, if the Committee so determines, be exercisable for up to eleven years from the date of the grant. The Committee may, subsequent to the granting of any Stock Option, extend the term thereof, but in no event shall the extended term exceed ten years from the original grant date.

(c) Exercise of Stock Option and Payment Therefore . No shares shall be issued until full payment of the option price has been made. The option price may be paid in cash or, if the Committee determines, in shares of Parent Common Stock, a combination of cash and shares of Parent Common Stock, or through a cashless exercise procedure that allows grantees to sell immediately some or all of the shares underlying the exercised portion of the Option in order to generate sufficient cash to pay the option price. If the Committee approves the use of shares of Parent Common Stock as a payment method, the Committee shall establish such conditions as it deems appropriate for the use of Parent Common Stock to exercise a Stock Option. Stock Options awarded under the Plan shall be exercised through such procedure or program as the Committee may establish or define from time to time, which may include a designated broker that must be used in exercising such Stock Options. The Committee may establish rules and procedures to permit an option holder to defer recognition of gain upon the exercise of a Stock Option.

(d) First Exercisable Date . The Committee shall determine how and when shares covered by a Stock Option may be purchased. The Committee may establish waiting periods, the dates on which Stock Options become exercisable or “vested” and, subject to paragraph (b) of this section, exercise periods. The Committee may accelerate the exercisability of any Stock Option or portion thereof.

(e) Termination of Employment . Unless determined otherwise by the Committee, upon the termination of a Stock Option grantee’s employment (for any reason other than gross misconduct), Stock Option privileges shall be limited to the shares that were immediately

exercisable at the date of such termination. The Committee, however, in its discretion, may provide that any Stock Options outstanding but not yet exercisable upon the termination of a Stock Option grantee’s employment may become exercisable in accordance with a schedule determined by the Committee. Such Stock Option privileges shall expire unless exercised within such period of time after the date of termination of employment as may be established by the Committee, but in no event later than the expiration date of the Stock Option.

(f) Termination Due to Misconduct . If a Stock Option grantee’s employment is terminated for gross misconduct, as determined by the Company, all rights under the Stock Option shall expire upon the date of such termination.

(g) Limits on ISOs . Except as may otherwise be permitted by the Code, an Eligible Employee may not receive a grant of ISOs for stock that would have an aggregate fair market value in excess of $100,000 (or such other amount as the Internal Revenue Service may decide from time to time), determined as of the time that the ISO is granted, that would be exercisable for the first time by such person during any calendar year. If any grant is made in excess of the limits provided in the Code, such grant shall automatically become a Nonqualified Option.

(h) No dividend equivalents . Anything in the Plan to the contrary notwithstanding, no dividends or dividend equivalents may be paid on Stock Options.

8. Stock Appreciation Rights

The Committee may, in its discretion, grant a right to receive the appreciation in the fair market value of shares of Parent Common Stock (“Stock Appreciation Right”) either singly or in combination with an underlying Stock Option granted hereunder. Such Stock Appreciation Right shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Time and Period of Grant . If a Stock Appreciation Right is granted with respect to an underlying Stock Option (a “Tandem SAR”), it may be granted at the time of the Stock Option grant or at any time thereafter but prior to the expiration of the Stock Option grant. At the time the Tandem SAR is granted the Committee may limit the exercise period for such Stock Appreciation Right, before and after which period no Stock Appreciation Right shall attach to the underlying Stock Option. In no event shall the exercise period for a Tandem SAR exceed the exercise period for such Stock Option. If a Stock Appreciation Right is granted without an underlying Stock Option (a “Stand Alone SAR”), the period for exercise of the Stock Appreciation Right shall be set by the Committee.

(b) Value of Stock Appreciation Right . The grantee of a Tandem SAR will be entitled to surrender the Stock Option which is then exercisable and receive in exchange therefor an amount equal to the excess of the fair market value of the Parent Common Stock on the date the election to surrender is received by the Company in accordance with exercise procedures established by the Company over the Stock Option price (the “Spread”) multiplied by the number of shares covered by the Stock Option which is surrendered. The grantee of a Stand Alone SAR will receive upon exercise of the Stock Appreciation Right an amount equal to the excess of the fair

market value of the Parent Common Stock on the date the election to surrender such Stand Alone SAR is received by the Company in accordance with exercise procedures established by the Company over the fair market value of the Parent Common Stock on the date of grant multiplied by the number of shares covered by the grant of the Stand Alone SAR. Notwithstanding the foregoing, in its sole discretion the Committee at the time it grants a Stock Appreciation Right may provide that the Spread covered by such Stock Appreciation Right may not exceed a specified amount.

(c) Payment of Stock Appreciation Right . Payment of a Stock Appreciation Right shall be in the form of shares of Parent Common Stock, cash or any combination of shares and cash. The form of payment upon exercise of such a right shall be determined by the Committee either at the time of grant of the Stock Appreciation Right or at the time of exercise of the Stock Appreciation Right.

(d) No dividend equivalents . Anything in the Plan to the contrary notwithstanding, no dividends or dividend equivalents may be paid on Stock Appreciation Rights.

9. Performance Awards

The Committee may grant awards denominated in shares of Parent Common Stock (“Performance Shares”), or denominated in dollars (“Performance Units”) if the performance of the Company or its Parent or any subsidiary, division, affiliate or joint venture of the Company selected by the Committee during the Award Period meets certain goals established by the Committee (“Performance Awards”). Performance Awards shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Award Period and Performance Goals . The Committee shall determine and include in a Performance Share Award grant the period of time for which a Performance Share Award is made (“Award Period”). The Committee also shall establish performance objectives (“Performance Goals”) to be met by the Company, its Parent, subsidiary, division, affiliate or joint venture of the Company or its Parent during the Award Period as a condition to payment of the Performance Award. The Performance Goals may include share price, pre-tax profits, earnings per share, return on stockholders’ equity, return on assets, sales, net income, total shareholder return or any combination of the foregoing or, solely for an Award not intended to constitute “performance-based compensation” under Section 162(m) of the Code, any other financial or other measurement established by the Committee. The Performance Goals may include minimum and optimum objectives or a single set of objectives.

(b) Payment of Performance Awards . The Committee shall establish the method of calculating the amount of payment to be made under a Performance Award if the Performance Goals are met, including the fixing of a maximum payment. After the completion of an Award Period, the performance of the Company, its Parent, subsidiary, division, affiliate or joint venture of the Company shall be measured against the Performance Goals, and the Committee shall determine, in accordance with the terms of such Performance Award, whether all, none or any portion of a Performance Award shall be paid. The Committee, in its discretion, may elect to make payment in shares of Parent Common Stock, cash or a combination of shares and cash.

Any cash payment shall be based on the fair market value of shares of Parent Common Stock on, or as soon as practicable prior to, the date of payment. The Committee may establish rules and procedures to permit a grantee to defer recognition of income upon the attainment of a Performance Award.

(c) Revision of Performance Goals . As to any Award not intended to constitute “performance-based compensation” under Section 162(m) of the Code, at any time prior to the end of an Award Period, the Committee may revise the Performance Goals and the computation of payment if unforeseen events occur which have a substantial effect on the performance of the Company, its Parent, subsidiary, division, affiliate or joint venture of the Company or its Parent and which, in the judgment of the Committee, make the application of the Performance Goals unfair unless a revision is made.

(d) Requirement of Employment . A grantee of a Performance Award must remain in the employ of the Company, its Parent, subsidiary, affiliate or joint venture until the completion of the Award Period in order to be entitled to payment under the Performance Award; provided that the Committee may, in its discretion, provide for a full or partial payment where such an exception is deemed equitable.

(e) Dividends . The Committee may, in its discretion, at the time of the granting of a Performance Award, provide that any dividends declared on the Parent Common Stock during the Award Period, and which would have been paid with respect to Performance Shares had they been owned by a grantee, be (i) paid to the grantee, or (ii) accumulated for the benefit of the grantee and used to increase the number of Performance Shares of the grantee or (iii) not paid or accumulated.

10. Restricted Stock Grants

The Committee may award actual shares of Parent Common Stock (“Restricted Stock”) or phantom shares of Parent Common Stock (“Restricted Stock Units”) to an Eligible Employee, which shares shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe (“Restricted Stock Grants”).

(a) Requirement of Employment . A grantee of a Restricted Stock Grant must remain in the employment of the Company or Parent during a period designated by the Committee (“Restricted Period”) in order to receive the shares, cash or combination thereof under the Restricted Stock Grant. If the grantee leaves the employment of the Company or Parent prior to the end of the Restricted Period, the Restricted Stock Grant shall terminate and any shares of Parent Common Stock shall be returned immediately to the Parent, provided that the Committee may, at the time of the grant, provide for the employment restriction to lapse with respect to a portion or portions of the Restricted Stock Grant at different times during the Restricted Period. The Committee may, in its discretion, also provide for such complete or partial exceptions to the employment restriction as it deems equitable.

(b) Restrictions on Transfer and Legend on Stock Certificates . During the Restricted Period, the grantee may not sell, assign, transfer, pledge or otherwise dispose of the Restricted Stock Grant, including but not limited to any shares of Parent Common Stock. Any certificate for shares of Parent Common Stock issued hereunder shall contain a legend giving appropriate notice of the restrictions in the grant.

(c) Escrow Agreement . The Committee may require the grantee to enter into an escrow agreement providing that any certificates representing the Restricted Stock Grant will remain in the physical custody of an escrow holder until all restrictions are removed or expire.

(d) Lapse of Restrictions . All restrictions imposed under the Restricted Stock Grant shall lapse upon the expiration of the Restricted Period if the conditions as to employment set forth above have been met. The grantee shall then be entitled to have the legend removed from any certificates for Restricted Stock. Restricted Stock Units may be paid in the form of shares of Parent Common Stock, cash or any combination of shares and cash as determined by the Committee. The Committee may establish rules and procedures to permit a grantee to defer recognition of income upon the expiration of the Restricted Period.

(e) Dividends . The Committee may, in its discretion, at the time of the Restricted Stock Grant, provide that any dividends declared on Parent Common Stock during the Restricted Period or dividend equivalents be (i) paid to the grantee, or (ii) accumulated for the benefit of the grantee and paid to the grantee only after the expiration of the Restricted Period or (iii) not paid or accumulated.

(f) Performance Goals . The Committee may designate whether any Restricted Stock Grant is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any such Restricted Stock Grant designated to be “performance-based compensation” shall be conditioned on the achievement of one or more Performance Goals (as defined in Section 9(a)), to the extent required by Section 162(m).

11. Other Share-Based Awards

The Committee may grant an award of actual shares of Parent Common Stock (a “Share Award”) or phantom shares of Parent Common Stock (a “Phantom Stock Award”) to any Eligible Employee on such terms and conditions as the Committee may determine in its sole discretion. Share Awards may be made as additional compensation for services rendered by the Eligible Employee or may be in lieu of cash or other compensation to which the Eligible Employee is entitled from the Company or its Parent.

12. Transferability

Each ISO granted under the Plan shall not be transferable other than by will or the laws of descent and distribution; each other Incentive granted under the Plan will not be transferable or assignable by the recipient, and may not be made subject to execution, attachment or similar procedures, other than by will or the laws of descent and distribution or as determined by the Committee in accordance with the Exchange Act or any other applicable law or regulation. Notwithstanding the foregoing, the Committee, in its discretion, may adopt rules permitting the transfer, solely as gifts during the grantee’s lifetime, of Stock Options (other than ISOs) to

members of a grantee’s immediate family or to trusts, family partnerships or similar entities for the benefit of such immediate family members. For this purpose, immediate family member means the grantee’s spouse, parent, child, stepchild, grandchild and the spouses of such family members. The terms of a Stock Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the grantee.

13. Discontinuance or Amendment of the Plan

The Board of Directors of the Parent may discontinue the Plan at any time and may from time to time amend or revise the terms of the Plan as permitted by applicable statutes, except that it may not, without the consent of the grantees affected, revoke or alter, in a manner unfavorable to the grantees of any Incentives hereunder, any Incentives then outstanding, nor may the Board of Directors of the Parent amend the Plan without stockholder approval where the absence of such approval would cause the Plan to fail to comply with Rule 16b-3 under the Exchange Act, or any other requirement of applicable law or regulation. Notwithstanding the foregoing, without consent of affected grantees, Incentives may be amended, revised or revoked when necessary to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended. Unless approved by the Parent’s stockholders or as otherwise specifically provided under this Plan, no adjustments or reduction of the exercise price of any outstanding Incentives shall be made in the event of a decline in stock price, either by reducing the exercise price of outstanding Incentives or through cancellation of outstanding Incentives in connection with regranting of Incentives at a lower price to the same individual.

14. No Limitation on Compensation

Nothing in the Plan shall be construed to limit the right of the Parent or Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.

15. No Constraint on Corporate Action

Nothing in the Plan shall be construed (i) to limit, impair or otherwise affect the Parent’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 13, to limit the right or power of the Company, its Parent, or any subsidiary, affiliate or joint venture to take any action which such entity deems to be necessary or appropriate.

16. Withholding Taxes

The Company shall be entitled to deduct from any payment under the Plan, regardless of the form of such payment, the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment or may require the Eligible Employee to pay to it such tax prior to and as a condition of the making of such payment. In accordance with any applicable administrative guidelines it establishes, the Committee may allow an Eligible Employee to pay the amount of taxes required by law to be withheld from an Incentive by

withholding from any payment of Parent Common Stock due as a result of such Incentive, or by permitting the Eligible Employee to deliver to the Company, shares of Parent Common Stock having a fair market value, as determined by the Committee, equal to the amount of such required withholding taxes.

17. Compliance with Section 16

With respect to Eligible Employees who are Section 16 Officers, transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To the extent that compliance with any Plan provision applicable solely to the Section 16 Officers is not required in order to bring a transaction by such Section 16 Officer into compliance with Rule 16b-3, it shall be deemed null and void as to such transaction, to the extent permitted by law and deemed advisable by the Committee and its delegees. To the extent any provision of the Plan or action by the Plan administrators involving such Section 16 Officers is deemed not to comply with an applicable condition of Rule 16b-3, it shall be deemed null and void as to such Section 16 Officers, to the extent permitted by law and deemed advisable by the Plan administrators.

18. Use of Proceeds

Any proceeds received by the Company under the Plan shall be added to the general funds of the Company and shall be used for such corporate purposes as the Board of Directors shall direct.

19. Governing Law

The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey without giving effect to the principles of conflicts of laws.

20. Offset and Suspension of Exercise

Anything to the contrary in the Plan notwithstanding, the Plan administrators may (i) offset any Incentive by amounts reasonably believed to be owed to the Company or Parent by the grantee and (ii) disallow an Incentive to be exercised or otherwise payable during a time when the Company is investigating reasonably reliable allegations of gross misconduct by the grantee.

21. Effect of a Change in Control.

(a) Options.

1. Vesting of Options Other Than Key R&D Options. Upon the occurrence of a Change in Control, each Stock Option which is outstanding immediately prior to the Change in Control, other than the Key R&D Options, shall immediately become fully vested and exercisable.

2. Vesting of Key R&D Options.

(i) Subject to Section 21(a)(2)(ii), upon the occurrence of a Change in Control, each Key R&D Option shall continue to be subject to the performance-based vesting schedule applicable thereto immediately prior to the Change in Control.

(ii) Notwithstanding Section 21(a)(2)(i), if the Stock Options do not continue to be outstanding following the Change in Control or are not exchanged for or converted into options to purchase securities of a successor entity (“Successor Options”), then, upon the occurrence of a Change in Control, all or a portion of each Key R&D Option shall immediately vest and become exercisable in the following percentages: (A) if such Key R&D Option’s first milestone has not been reached before the date of the Change in Control, 14% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; (B) if only such Key R&D Option’s first milestone has been reached before the date of the Change in Control, 42% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; and (C) if such Key R&D Option’s first and second milestones have been reached before the date of the Change in Control, 100% of the then-unvested portion of the Key R&D Option shall vest and become exercisable.

3. Post-Termination Exercise Period. If Stock Options continue to be outstanding following the Change in Control or are exchanged for or converted into Successor Options, then the portion of such Stock Options or such Successor Options, as applicable, that is vested and exercisable immediately following the termination of employment of the holder thereof after the Change in Control shall remain exercisable following such termination for five years from the date of such termination (but not beyond the remainder of the term thereof) (provided, however, that, if such termination is by reason of gross misconduct, death or retirement (as these terms are applied to awards granted under the Plan), then those provisions of the Plan that are applicable to a termination by reason of gross misconduct, death or retirement shall apply to such termination).

4. Cashout of Stock Options. If the Stock Options do not continue to be outstanding following the Change in Control and are not exchanged for or converted into Successor Options, each holder of a vested and exercisable option shall be entitled to receive, as soon as practicable following the Change in Control, for each share of Parent Common Stock subject to a vested and exercisable option, an amount of cash determined by the Committee prior to the Change in Control but in no event less than the excess of the Change in Control Price over the exercise price thereof (subject to any existing deferral elections then in effect). If the consideration to be paid in a Change in Control is not entirely shares of common stock of an acquiring or resulting corporation, then the Committee may, prior to the Change in Control, provide for the cancellation of outstanding Stock Options at the time of the Change in Control in whole or in part for cash pursuant to this Section 21(a)(4) or may provide for the exchange or conversion of outstanding Stock Options at the time of the Change in Control in whole or in part, and, in connection with any such provision, may (but shall not be obligated to) permit holders of Stock Options to make such elections related thereto as it determines are appropriate.

(b) Restricted Stock Grants and Performance Share Awards.

1. Vesting of Restricted Stock Grants. Upon the occurrence of a Change in Control, each unvested Restricted Stock Grant which is outstanding immediately prior to the Change in Control under the Plan shall immediately become fully vested.

2. Vesting of Performance Award. Upon the occurrence of a Change in Control, each unvested Performance Award which is outstanding immediately prior to the Change in Control under the Plan shall immediately become vested in an amount equal to the PSU Pro Rata Amount.

3. Settlement of Restricted Stock Grants and Performance Awards.

(i) If the Parent Common Stock continues to be widely held and freely tradeable following the Change in Control or is exchanged for or converted into securities of a successor entity that are widely held and freely tradeable, then the vested Restricted Stock Grants and Performance Awards shall be paid in shares of Parent Common Stock or such other securities as soon as practicable after the date of the Change in Control, or in the form of cash with respect to Performance Units (subject to any existing deferral elections then in effect).

(ii) If the Parent Common Stock does not continue to be widely held and freely tradeable following the Change in Control and is not exchanged for or converted into securities of a successor entity that are widely held and freely tradeable, then the vested Restricted Stock Grants and Performance Awards shall be paid in cash as soon as practicable after the date of the Change in Control (subject to any existing deferral elections then in effect).

(c) Other Provisions.

1. Except to the extent required by applicable law, for the entirety of the Protection Period, the material terms of the Plan shall not be modified in any manner that is materially adverse to the Qualifying Participants (it being understood that this Section 21(c) shall not require that any specific type or levels of equity awards be granted to Qualifying Participants following the Change in Control).

2. During the Protection Period, the Plan may not be amended or modified to reduce or eliminate the protections set forth in Section 21(c)(1) and may not be terminated.

3. The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Qualifying Participant if the Qualifying Participant prevails on his or her claim for relief in an action (x) by the Qualifying Participant claiming that the provisions of Section 21(c)(1) or 21(c)(2) of the Plan have been violated (but, for avoidance of doubt, excluding claims for plan benefits in the ordinary course) and (y) if applicable, by the Company or the Qualifying Participant’s employer to enforce post-termination covenants against the Qualifying Participant.

(d) Definitions . For purposes of this Section 21, the following terms shall have the following meanings:

1. “Change in Control” shall have the meaning as set forth in the Parent’s Change in Control Separation Benefits Plan; provided, however, that in any event, as to any award under the Plan that consists of deferred compensation subject to Section 409A of the Code, the definition of “Change in Control” shall be deemed modified to the extent necessary to comply with Section 409A of the Code.

2. “Change in Control Price” shall mean, with respect to a share of Parent Common Stock, the higher of (A) the highest reported sales price, regular way, of such share in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed or on the NASDAQ National Market during the ten-day period prior to and including the date of a Change in Control and (B) if the Change in Control is the result of a tender or exchange offer, merger, or other, similar corporate transaction, the highest price per such share paid in such tender or exchange offer, merger or other, similar corporate transaction; provided that, to the extent all or part of the consideration paid in any such transaction consists of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined by the Committee.

3. “Key R&D Options” shall mean those performance-based options granted to employees under the Key Research and Development Program described in the applicable Schedule to the Rules and Regulations for the Plan.

4. “Protection Period” shall mean the period beginning on the date of the Change in Control and ending on the second anniversary of the date of the Change in Control.

5. “PSU Pro Rata Amount” shall mean for each Performance Award, the amount determined by the Committee when it grants Performance Awards.

6. “Qualifying Participants” shall mean those individuals who participate in the Plan (whether as current or former employees) as of immediately prior to the Change in Control.

Exhibit 10.8

AMENDMENT ONE

to the

MERCK & CO., INC.

2004 INCENTIVE STOCK PLAN

(Amended and Restated as of December 19, 2006)

WHEREAS, pursuant to and upon consummation of the Agreement and Plan of Merger, dated March 8, 2009, as amended, by and among Merck & Co., Inc. (“Merck”), Schering-Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), Schering-Plough Corporation will change its name to Merck & Co. Inc., (“Parent”) and Merck will change its name to Merck Sharp & Dohme Corp. (“MSD”), and will become a wholly-owned subsidiary of Parent;

WHEREAS, under Section 13 of the Merck & Co., Inc. 2004 Incentive Stock Plan (the “2004 ISP”), the Board of Directors of Merck may from time to time amend the terms of the 2004 ISP and desires to amend, contingent on and effective upon the consummation of the Transactions, the 2004 ISP to update the plan name and to reflect, (i) the change to the stock underlying any equity awards granted under the 2004 ISP that remain outstanding as of the closing date of the Transactions from common stock of Merck, par value $0.01 per share, to common stock of Parent, par value $0.50 per share; and (ii) other technical changes that are considered necessary for the proper continuation of such outstanding equity grants and the 2004 ISP in light of the Transactions; provided however, for the avoidance of any doubt, if the Transactions is not consummated, all amendments as set forth herein shall be null and void;

NOW, THEREFORE, BE IT

RESOLVED, that in consideration of the premises, the 2004 ISP is hereby amended contingent on and as of the consummation of the Transactions as follows:

1. The official name of the 2004 ISP shall be the Merck Sharp & Dohme Corp. 2004 Incentive Stock Plan.

2. The first sentence of Section 1 of the 2004 ISP shall be deleted and replaced with the following four sentences:

The 2004 Incentive Stock Plan (the “Plan”), effective May 1, 2003, amended and restated December 19, 2006 was established to encourage employees of Merck & Co., Inc. its subsidiaries, its affiliates and its joint ventures to acquire shares of Merck & Co., Inc. The Plan is further amended, effective as of Closing Date (“Closing Date”), as such term is defined in Section 1.2 of the Agreement and Plan of Merger dated as of March 8, 2009, by and among Merck & Co., Inc., Schering Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), whereby Schering Plough Corporation will be renamed Merck & Co. Inc. (“Parent”) and the entity known

immediately before the Closing Date as Merck & Co., Inc. will be renamed Merck Sharp and Dohme Corp. (“MSD or Company”) and will be a wholly-owned subsidiary of Parent. The Plan, as amended and restated as of the Closing Date, will provide with respect to all Incentives, as defined in the Plan, granted prior to and which remained outstanding on the Closing Date, for the Incentive to be settled in, or the holder thereof to receive upon exercise of such Incentive, shares of common stock of Parent, par value $0.50 per share (“Parent Common Stock”), in lieu of shares of MSD (formerly Merck & Co., Inc.). For all purposes under the Plan, effective on the Closing Date, all references to “Common Stock” in the Plan shall refer to “Parent Common Stock.”

3. The first two sentences of Section 2 of the 2004 ISP Plan shall be amended to read in their entirety as follows:

The Plan shall be administered by the Compensation and Benefits Committee of the Board of Directors of Parent (the “Committee”). A Director of Parent may serve on the Committee if he or she (i) is a “Non-Employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code (the “Code”).

4. All references in the 2004 ISP to the “Board of Directors” or the “Board” shall refer to the Board of Directors of Parent.

5. A new section 21(f) is added as follows:

Beginning on the Closing Date, for purposes of the Section 21 and the Schedule entitled “Merck Change in Control” that follows this Section 21, with respect to all awards granted pursuant to the Plan that remain outstanding as of the consummation of the Transactions, the definition of a “Change in Control” that applies to such awards shall be governed by Section 7.2(c) of Parent’s Change in Control Separation Benefits Plan; provided, however, that as to any award under the Plan that consists of deferred compensation subject to Section 409A of the Code, the applicable definition of “Change in Control” shall be deemed modified to the extent necessary to comply with Section 409A of the Code.

6. This amendment is effective as of the Closing Date of the Transactions.

MERCK & CO., INC.

2004 INCENTIVE STOCK PLAN

(Amended and Restated as of December 19, 2006)

1. Purpose

The 2004 Incentive Stock Plan (the “Plan”), effective May 1, 2003, is established to encourage employees of Merck & Co., Inc. (the “Company”), its subsidiaries, its affiliates and its joint ventures to acquire Common Stock in the Company (“Common Stock”). It is believed that the Plan will serve the interests of the Company and its stockholders because it allows employees to have a greater personal financial interest in the Company through ownership of, or the right to acquire its Common Stock, which in turn will stimulate employees’ efforts on the Company’s behalf, and maintain and strengthen their desire to remain with the Company. It is believed that the Plan also will assist in the recruitment of employees.

2. Administration

The Plan shall be administered by the Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”). A Director of the Company may serve on the Committee only if he or she (i) is a “Non-Employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code (the “Code”). The Committee shall be responsible for the administration of the Plan including, without limitation, determining which Eligible Employees receive Incentives, the types of Incentives they receive under the Plan, the number of shares covered by Incentives granted under the Plan, and the other terms and conditions of such Incentives. Determinations by the Committee under the Plan including, without limitation, determinations of the Eligible Employees, the form, amount and timing of Incentives, the terms and provisions of Incentives and the writings evidencing Incentives, need not be uniform and may be made selectively among Eligible Employees who receive, or are eligible to receive, Incentives hereunder, whether or not such Eligible Employees are similarly situated.

The Committee, as permitted by applicable state law, may delegate any or all of its power and authority hereunder to the Chief Executive Officer or such other senior member of management as the Committee deems appropriate; provided, however, that the Committee may not delegate its authority with regard to any matter or action affecting an officer subject to Section 16 of the Exchange Act and that no such delegation shall be made in the case of Incentives intended to be qualified under Section 162(m) of the Code.

3. Eligibility

(a) Employees. Regular full-time and part-time employees employed by the Company, its parent, if any, or its subsidiaries, its affiliates and its joint ventures, including officers, whether or not directors of the Company, and employees of a joint venture partner or affiliate of the Company who provide services to the joint venture with such partner or affiliate (each such person, an “Employee”), shall be eligible to participate in the Plan if designated by the Committee (“Eligible Employees”).

(b) Non-employees. The term “Employee” shall not include any of the following (collectively, “Excluded Persons”): a director who is not an employee or an officer; a person who is an independent contractor, or agrees or has agreed that he/she is an independent contractor; a person who has any agreement or understanding with the Company, or any of its affiliates or joint venture partners that he/she is not an employee or an Eligible Employee, even if he/she previously had been an employee or Eligible Employee; a person who is employed by a temporary or other employment agency, regardless of the amount of control, supervision or training provided by the Company or its affiliates; or a “leased employee” as defined under Section 414 (n) of the Code. An Excluded Person is not an Eligible Employee and cannot receive Incentives even if a court, agency or other authority rules that he/she is a common-law employee of the Company or its affiliates.

(c) No Right To Continued Employment. Nothing in the Plan shall interfere with or limit in any way the right of the Company, its parent, its subsidiaries, its affiliates or its joint ventures to terminate the employment of any participant at any time, nor confer upon any participant the right to continue in the employ of the Company, its parent, its subsidiaries, its affiliates or its joint ventures. No Eligible Employee shall have a right to receive an Incentive or any other benefit under this Plan or having been granted an Incentive or other benefit, to receive any additional Incentive or other benefit. Neither the award of an Incentive nor any benefits arising under such Incentives shall constitute an employment contract with the Company, its parent, its subsidiaries, its affiliates or its joint ventures, and, accordingly, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Company without giving rise to liability on the part of the Company, its parent, its subsidiaries, its affiliates or its joint ventures for severance. Except as may be otherwise specifically stated in any other employee benefit plan, policy or program, neither any Incentive under this Plan nor any amount realized from any such Incentive shall be treated as compensation for any purposes of calculating an employee’s benefit under any such plan, policy or program.

4. Term of the Plan

This Plan shall be effective as of May 1, 2003, subject to the approval of the Plan by the affirmative vote of the stockholders of the Company entitled to vote thereon at the time of such approval. No Incentive shall be granted under the Plan after April 30, 2013, but the term and exercise of Incentives granted theretofore may extend beyond that date.

5. Incentives

Incentives under the Plan may be granted in any one or a combination of (a) Incentive Stock Options, (b) Nonqualified Stock Options, (c) Stock Appreciation Rights, (d) Restricted Stock Grants, (e) Performance Shares, (f) Share Awards and (g) Phantom Stock Awards (collectively “Incentives”). All Incentives shall be subject to the terms and conditions set forth herein and to such other terms and conditions as may be established by the Committee.

6. Shares Available for Incentives

(a) Shares Available. Subject to the provisions of Section 6(c), the maximum number of shares of Common Stock of the Company that may be issued under the Plan is 115 million. Any shares under this Plan or under the predecessor Incentive Stock Plans that are not purchased or awarded under an Incentive that has lapsed, expired, terminated or been cancelled, may be used for the further grant of Incentives under the Plan. Incentives and similar awards issued by an entity that is merged into or with the Company, acquired by the Company or otherwise involved in a similar corporate transaction with the Company are not considered issued under this Plan. Shares under this Plan may be delivered by the Company from its authorized but unissued shares of Common Stock or from issued and reacquired Common Stock held as treasury stock, or both. In no event shall fractional shares of Common Stock be issued under the Plan.

(b) Limit on an Individual’s Incentives. In any calendar year, no Eligible Employee may receive (i) Incentives covering more than 3 million shares of the Company’s Common Stock (such number of shares shall be adjusted in accordance with Section 6(c)), or (ii) any Incentive if such person owns more than 10 percent of the stock of the Company within the meaning of Section 422 of the Code, or (iii) any Incentive Stock Option, as defined in Section 422 of the Code, that would result in such person receiving a grant of Incentive Stock Options for stock that would have an aggregate fair market value in excess of $100,000, determined as of the time that the Incentive Stock Option is granted, that would be exercisable for the first time by such person during any calendar year.

(c) Adjustment of Shares. In the event of a reorganization, recapitalization, stock split, stock dividend, extraordinary cash dividend, combination of shares, merger, consolidation, rights offering, spin off, split off, split up or other similar change in the capital structure of the Company, the Committee shall make equitable adjustments to (i) the number and kind of shares authorized for issuance under the Plan, (ii) the number and kind of shares subject to outstanding Incentives, (iii) the option price of Stock Options and (iv) the grant value of Stock Appreciation Rights. Any such determination shall be final, binding and conclusive on all parties.

7. Stock Options

The Committee may grant options qualifying as Incentive Stock Options as defined in Section 422 of the Code, and options other than Incentive Stock Options (“Nonqualified Options”) (collectively “Stock Options”). Such Stock Options shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Stock Option Price. The option price per share with respect to each Stock Option shall be determined by the Committee, but shall not be less than 100 percent of the fair market value of the Common Stock on the date the Stock Option is granted, as determined by the Committee.

(b) Period of Stock Option. The period of each Stock Option shall be fixed by the Committee, provided that the period for all Stock Options shall not exceed ten years from the

grant; provided further, however, that, in the event of the death of an Optionee prior to the expiration of a Nonqualified Option, such Nonqualified Option may, if the Committee so determines, be exercisable for up to eleven years from the date of the grant. The Committee may, subsequent to the granting of any Stock Option, extend the term thereof, but in no event shall the extended term exceed ten years from the original grant date.

(c) Exercise of Stock Option and Payment Therefore. No shares shall be issued until full payment of the option price has been made. The option price may be paid in cash or, if the Committee determines, in shares of Common Stock or a combination of cash and shares of Common Stock. If the Committee approves the use of shares of Common Stock as a payment method, the Committee shall establish such conditions as it deems appropriate for the use of Common Stock to exercise a Stock Option. Stock Options awarded under the Plan shall be exercised through such procedure or program as the Committee may establish or define from time to time, which may include a designated broker that must be used in exercising such Stock Options. The Committee may establish rules and procedures to permit an optionholder to defer recognition of gain upon the exercise of a Stock Option.

(e) Termination of Employment. Unless determined otherwise by the Committee, upon the termination of a Stock Option grantee’s employment (for any reason other than gross misconduct), Stock Option privileges shall be limited to the shares that were immediately exercisable at the date of such termination. The Committee, however, in its discretion, may provide that any Stock Options outstanding but not yet exercisable upon the termination of a Stock Option grantee’s employment may become exercisable in accordance with a schedule determined by the Committee. Such Stock Option privileges shall expire unless exercised within such period of time after the date of termination of employment as may be established by the Committee, but in no event later than the expiration date of the Stock Option.

(g) Limits on Incentive Stock Options . Except as may otherwise be permitted by the Code, an Eligible Employee may not receive a grant of Incentive Stock Options for stock that would have an aggregate fair market value in excess of $100,000 (or such other amount as the Internal Revenue Service may decide from time to time), determined as of the time that the Incentive Stock Option is granted, that would be exercisable for the first time by such person during any calendar year.

8. Stock Appreciation Rights

The Committee may, in its discretion, grant a right to receive the appreciation in the fair market value of shares of Common Stock (“Stock Appreciation Right”) either singly or in combination with an underlying Stock Option granted hereunder. Such Stock Appreciation Right shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Time and Period of Grant. If a Stock Appreciation Right is granted with respect to an underlying Stock Option, it may be granted at the time of the Stock Option grant or at any time thereafter but prior to the expiration of the Stock Option grant. If a Stock Appreciation Right is granted with respect to an underlying Stock Option, at the time the Stock Appreciation Right is granted the Committee may limit the exercise period for such Stock Appreciation Right, before and after which period no Stock Appreciation Right shall attach to the underlying Stock Option. In no event shall the exercise period for a Stock Appreciation Right granted with respect to an underlying Stock Option exceed the exercise period for such Stock Option. If a Stock Appreciation Right is granted without an underlying Stock Option, the period for exercise of the Stock Appreciation Right shall be set by the Committee.

(b) Value of Stock Appreciation Right. If a Stock Appreciation Right is granted with respect to an underlying Stock Option, the grantee will be entitled to surrender the Stock Option which is then exercisable and receive in exchange therefor an amount equal to the excess of the fair market value of the Common Stock on the date the election to surrender is received by the Company in accordance with exercise procedures established by the Company over the Stock Option price (the “Spread”) multiplied by the number of shares covered by the Stock Option which is surrendered. If a Stock Appreciation Right is granted without an underlying Stock Option, the grantee will receive upon exercise of the Stock Appreciation Right an amount equal to the excess of the fair market value of the Common Stock on the date the election to surrender such Stock Appreciation Right is received by the Company in accordance with exercise procedures established by the Company over the fair market value of the Common Stock on the date of grant multiplied by the number of shares covered by the grant of the Stock Appreciation Right. Notwithstanding the foregoing, in its sole discretion the Committee at the time it grants a Stock Appreciation Right may provide that the Spread covered by such Stock Appreciation Right may not exceed a specified amount.

(c) Payment of Stock Appreciation Right. Payment of a Stock Appreciation Right shall be in the form of shares of Common Stock, cash or any combination of shares and cash. The form of payment upon exercise of such a right shall be determined by the Committee either at the time of grant of the Stock Appreciation Right or at the time of exercise of the Stock Appreciation Right.

9. Performance Share Awards

The Committee may grant awards under which payment may be made in shares of Common Stock, cash or any combination of shares and cash if the performance of the Company or its parent or any subsidiary, division, affiliate or joint venture of the Company selected by the Committee during the Award Period meets certain goals established by the Committee (“Performance Share Awards”). Such Performance Share Awards shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Award Period and Performance Goals. The Committee shall determine and include in a Performance Share Award grant the period of time for which a Performance Share Award is made (“Award Period”). The Committee also shall establish performance objectives (“Performance Goals”) to be met by the Company, its parent, subsidiary, division, affiliate or joint venture of the Company during the Award Period as a condition to payment of the Performance Share Award. The Performance Goals may include share price, pre-tax profits,

earnings per share, return on stockholders’ equity, return on assets, sales, net income or any combination of the foregoing or, solely for an Award not intended to constitute “performance-based compensation” under Section 162(m) of the Code, any other financial or other measurement established by the Committee. The Performance Goals may include minimum and optimum objectives or a single set of objectives.

(b) Payment of Performance Share Awards. The Committee shall establish the method of calculating the amount of payment to be made under a Performance Share Award if the Performance Goals are met, including the fixing of a maximum payment. The Performance Share Award shall be expressed in terms of shares of Common Stock and referred to as “Performance Shares”. After the completion of an Award Period, the performance of the Company, its parent, subsidiary, division, affiliate or joint venture of the Company shall be measured against the Performance Goals, and the Committee shall determine, in accordance with the terms of such Performance Share Award, whether all, none or any portion of a Performance Share Award shall be paid. The Committee, in its discretion, may elect to make payment in shares of Common Stock, cash or a combination of shares and cash. Any cash payment shall be based on the fair market value of Performance Shares on or as soon as practicable prior to, the date of payment. The Committee may establish rules and procedures to permit a grantee to defer recognition of income upon the attainment of a Performance Share Award.

(c) Revision of Performance Goals. As to any Award not intended to constitute “performance-based compensation” under Section 162(m) of the Code, at any time prior to the end of an Award Period, the Committee may revise the Performance Goals and the computation of payment if unforeseen events occur which have a substantial effect on the performance of the Company, its parent, subsidiary, division, affiliate or joint venture of the Company and which, in the judgment of the Committee, make the application of the Performance Goals unfair unless a revision is made.

(d) Requirement of Employment. A grantee of a Performance Share Award must remain in the employ of the Company, its parent, subsidiary, affiliate or joint venture until the completion of the Award Period in order to be entitled to payment under the Performance Share Award; provided that the Committee may, in its discretion, provide for a full or partial payment where such an exception is deemed equitable.

(e) Dividends. The Committee may, in its discretion, at the time of the granting of a Performance Share Award, provide that any dividends declared on the Common Stock during the Award Period, and which would have been paid with respect to Performance Shares had they been owned by a grantee, be (i) paid to the grantee, or (ii) accumulated for the benefit of the grantee and used to increase the number of Performance Shares of the grantee.

(f) Limit on Performance Share Awards. Incentives granted as Performance Share Awards under this section, Restricted Stock Grants under Section 10 and Other Share Based Awards under Section 11 shall not exceed, in the aggregate, 12 million shares of Common Stock (such number of shares shall be adjusted in accordance with Section 6(c)).

10. Restricted Stock Grants

The Committee may award shares of Common Stock to an Eligible Employee, which shares shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe (“Restricted Stock Grant”):

(a) Requirement of Employment. A grantee of a Restricted Stock Grant must remain in the

employment of the Company during a period designated by the Committee (“Restriction Period”) in order to retain the shares under the Restricted Stock Grant. If the grantee leaves the employment of the Company prior to the end of the Restriction Period, the Restricted Stock Grant shall terminate and the shares of Common Stock shall be returned immediately to the Company provided that the Committee may, at the time of the grant, provide for the employment restriction to lapse with respect to a portion or portions of the Restricted Stock Grant at different times during the Restriction Period. The Committee may, in its discretion, also provide for such complete or partial exceptions to the employment restriction as it deems equitable.

(b) Restrictions on Transfer and Legend on Stock Certificates. During the Restriction Period, the grantee may not sell, assign, transfer, pledge or otherwise dispose of the shares of Common Stock. Each certificate for shares of Common Stock issued hereunder shall contain a legend giving appropriate notice of the restrictions in the grant.

(c) Escrow Agreement. The Committee may require the grantee to enter into an escrow agreement providing that the certificates representing the Restricted Stock Grant will remain in the physical custody of an escrow holder until all restrictions are removed or expire.

(d) Lapse of Restrictions. All restrictions imposed under the Restricted Stock Grant shall lapse upon the expiration of the Restriction Period if the conditions as to employment set forth above have been met. The grantee shall then be entitled to have the legend removed from the certificates. The Committee may establish rules and procedures to permit a grantee to defer recognition of income upon the expiration of the Restriction Period.

(e) Dividends. The Committee shall, in its discretion, at the time of the Restricted Stock Grant, provide that any dividends declared on the Common Stock during the Restriction Period shall either be (i) paid to the grantee, or (ii) accumulated for the benefit of the grantee and paid to the grantee only after the expiration of the Restriction Period.

(f) Performance Goals. The Committee may designate whether any Restricted Stock Grant is intended to be “performance-based compensation” as that term is used in Section 162(m) of the Code. Any such Restricted Stock Grant designated to be “performance-based compensation” shall be conditioned on the achievement of one or more Performance Goals (as defined in Section 9(a)), to the extent required by Section 162(m).

(g) Limit on Restricted Stock Grant. Incentives granted as Restricted Stock Grants under this section, Performance Share Awards under Section 9 and Other Share Based Awards under Section 11 shall not exceed, in the aggregate, 12 million shares of Common Stock (such number of shares shall be adjusted in accordance with Section 6(c)).

11. Other Share-Based Awards

The Committee may grant an award of shares of common stock (a “Share Award”) to any Eligible Employee on such terms and conditions as the Committee may determine in its sole discretion. Share Awards may be made as additional compensation for services rendered by the Eligible Employee or may be in lieu of cash or other compensation to which the Eligible Employee is entitled from the Company. Incentives granted as Share Based Awards under this section, Performance Share Awards under Section 9 and Restricted Stock Grants under Section 10 shall not exceed, in the aggregate, 12 million shares of Common Stock (such number of shares shall be adjusted in accordance with Section 6(c)).

12. Transferability

Each Incentive Stock Option granted under the Plan shall not be transferable other than by will or the laws of descent and distribution; each other Incentive granted under the Plan will not be transferable or assignable by the recipient, and may not be made subject to execution, attachment or similar procedures, other than by will or the laws of descent and distribution or as determined by the Committee in accordance with regulations promulgated under the Securities Exchange Act of 1934, or any other applicable law or regulation. Notwithstanding the foregoing, the Committee, in its discretion, may adopt rules permitting the transfer, solely as gifts during the grantee’s lifetime, of Stock Options (other than Incentive Stock Options) to members of a grantee’s immediate family or to trusts, family partnerships or similar entities for the benefit of such immediate family members. For this purpose, immediate family member means the grantee’s spouse, parent, child, stepchild, grandchild and the spouses of such family members. The terms of a Stock Option shall be final, binding and conclusive upon the beneficiaries, executors, administrators, heirs and successors of the grantee.

13. Discontinuance or Amendment of the Plan

The Board of Directors may discontinue the Plan at any time and may from time to time amend or revise the terms of the Plan as permitted by applicable statutes, except that it may not, without the consent of the grantees affected, revoke or alter, in a manner unfavorable to the grantees of any Incentives hereunder, any Incentives then outstanding, nor may the Board amend the Plan without stockholder approval where the absence of such approval would cause the Plan to fail to comply with Rule 16b-3 under the Exchange Act, or any other requirement of applicable law or regulation. Unless approved by the Company’s stockholders or as otherwise specifically provided under this Plan, no adjustments or reduction of the exercise price of any outstanding Incentives shall be made in the event of a decline in stock price, either by reducing the exercise price of outstanding Incentives or through cancellation of outstanding Incentives in connection with regranting of Incentives at a lower price to the same individual.

14. No Limitation on Compensation

Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.

15. No Constraint on Corporate Action

Nothing in the Plan shall be construed (i) to limit, impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 13, to limit the right or power of the Company, its parent, or any subsidiary, affiliate or joint venture to take any action which such entity deems to be necessary or appropriate.

16. Withholding Taxes

applicable administrative guidelines it establishes, the Committee may allow an Eligible Employee to pay the amount of taxes required by law to be withheld from an Incentive by withholding from any payment of Common Stock due as a result of such Incentive, or by permitting the Eligible Employee to deliver to the Company, shares of Common Stock having a fair market value, as determined by the Committee, equal to the amount of such required withholding taxes.

17. Compliance with Section 16

With respect to Eligible Employees subject to Section 16 of the Exchange Act (“Section 16 Officers”), transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To the extent that compliance with any Plan provision applicable solely to the Section 16 Officers is not required in order to bring a transaction by such Section 16 Officer into compliance with Rule 16b-3, it shall be deemed null and void as to such transaction, to the extent permitted by law and deemed advisable by the Committee and its delegees. To the extent any provision of the Plan or action by the Plan administrators involving such Section 16 Officers is deemed not to comply with an applicable condition of Rule 16b-3, it shall be deemed null and void as to such Section 16 Officers, to the extent permitted by law and deemed advisable by the Plan administrators.

18. Use of Proceeds

The proceeds received by the Company from the sale of stock under the Plan shall be added to the general funds of the Company and shall be used for such corporate purposes as the Board of Directors shall direct.

19. Governing Law

The Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey without giving effect to the principles of conflicts of laws.

20. Offset and Suspension of Exercise

Anything to the contrary in the Plan notwithstanding, the Plan administrators may (i) offset any Incentive by amounts reasonably believed to be owed to the Company by the grantee and (ii) disallow an Incentive to be exercised or otherwise payable during a time when the Company is investigating reasonably reliable allegations of gross misconduct by the grantee.

21. Effect of a Change in Control

(a) Options.

2. Vesting of Key R&D Options.

(ii) Notwithstanding Section 21(a)(2)(i), if the Stock Options do not continue to be outstanding following the Change in Control or are not exchanged for or converted into options to purchase securities of a successor entity (“Successor Options”), then, upon the occurrence of a Change in Control, all or a portion of each Key R&D Option shall immediately vest and become exercisable in the following percentages: (A) if such Key R&D Option’s first milestone has not been reached before the date of the Change in Control, 14% of the then-unvested portion of the KeyR&D Option shall vest and become exercisable and the remainder shall be forfeited; (B) if only such Key R&D Option’s first milestone has been reached before the date of the Change in Control, 42% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; and (C) if such Key R&D Option’s first and second milestones have been reached before the date of the Change in Control, 100% of the then-unvested portion of the Key R&D Option shall vest and become exercisable.

3. Post-Termination Exercise Period. If Stock Options continue to be outstanding following the Change in Control or are exchanged for or converted into Successor Options, then the portion of such Stock Options or such Successor Options, as applicable, that is vested and exercisable immediately following the termination of employment of the holder thereof after the Change in Control shall remain exercisable following such termination for five years from the date of such termination (but not beyond the remainder of the term thereof) provided, however, that, if such termination is by reason of gross misconduct, death or retirement (as these terms are applied to awards granted under the Plan), then those provisions of the Plan that are applicable to a termination by reason of gross misconduct, death or retirement shall apply to such termination.

4. Cashout of Stock Options. If the Stock Options do not continue to be outstanding following the Change in Control and are not exchanged for or converted into Successor Options, each holder of a vested and exercisable option shall be entitled to receive, as soon as practicable following the Change in Control, for each share of Common Stock subject to a vested and exercisable option, an amount of cash determined by the Committee prior to the Change in Control but in no event less than the excess of the Change in Control Price over the exercise price thereof (subject to any existing deferral elections then in effect). If the consideration to be paid in a Change in Control is not entirely shares of common stock of an acquiring or resulting corporation, then the Committee may, prior to the Change in Control, provide for the cancellation of outstanding Stock Options at the time of the Change in Control in whole or in part for cash pursuant to this Section 21(a)(4) or may provide for the exchange or conversion of outstanding Stock Options at the time of the Change in Control in whole or in part, and, in connection with any such provision, may (but shall not be obligated to) permit holders of Stock Options to make such elections related thereto as it determines are appropriate.

(b) Restricted Stock Units and Performance Share Units.

1. Vesting of Restricted Stock Units. Upon the occurrence of a Change in Control, each unvested restricted stock unit award which is outstanding immediately prior to the Change in Control under the Plan shall immediately become fully vested.

2. Vesting of Performance Share Units. Upon the occurrence of a Change in Control, each unvested performance share unit award which is outstanding immediately prior to the Change in Control under the Plan shall immediately become vested in an amount equal to the PSU Pro Rata Amount.

3. Settlement of Restricted Stock Units and Performance Share Units.

(i) If the Common Stock continues to be widely held and freely tradable following the Change in

Control or is exchanged for or converted into securities of a successor entity that are widely held and freely tradable, then the restricted stock units and the vested performance share units shall be paid in shares of Common Stock or such other securities as soon as practicable after the date of the Change in Control (subject to any existing deferral elections then in effect).

(ii) If the Common Stock does not continue to be widely held and freely tradable following the Change in Control and is not exchanged for or converted into securities of a successor entity that are widely held and freely tradable, then the restricted stock units and the vested performance share units shall be paid in cash as soon as practicable after the date of the Change in Control (subject to any existing deferral elections then in effect).

2. During the Protection Period, the Plan may not be amended or modified to reduce or eliminate the protections set forth in Section 21(c)(1) and may not be terminated.

(d) Definitions. For purposes of this Section 21, the following terms shall have the following meanings:

1. “Change in Control” shall have the meaning set forth in the Company’s Change in Control Separation Benefits Plan; provided, however, that, as to any award under the Plan that consists of deferred compensation subject to Section 409A of the Code, the definition of “Change in Control” shall be deemed modified to the extent necessary to comply with Section 409A of the Code.

2. “Change in Control Price” shall mean, with respect to a share of Common Stock, the higher of (A) the highest reported sales price, regular way, of such share in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed or on the Nasdaq National Market during the ten-day period prior to and including the date of a Change in Control and (B) if the Change in Control is the result of a tender or exchange offer, merger, or other, similar corporate transaction, the highest price per such share paid in such tender or exchange offer, merger or other, similar corporate transaction; provided that, to the extent all or part of the consideration paid in any such transaction consists of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined by the Committee.

4. “Protection Period” shall mean the period beginning on the date of the Change in Control and ending on the second anniversary of the date of the Change in Control.

5. “PSU Pro Rata Amount” shall mean for each Performance Share Unit award, the amount determined by multiplying (x) and (y), where (x) is the number of Target Shares subject to the Performance Share Unit award times the Assumed Performance Percentage and (y) is a fraction, the numerator of which is the number of whole and partial calendar months elapsed during the applicable performance period (counting any partial month as a whole month for this purpose) and the denominator of which is the total number of months in the applicable performance period. The Assumed Performance Percentage shall be determined by (1) averaging the ranks during the Award Period as follows: (A) as to any completed performance year as of the Change in Control, the actual rank (except that, if fewer than 90 days have elapsed since the completion of such performance year, the Target Rank shall be used), and (B) as to any performance year that is incomplete or has not yet begun as of the Change in Control, the Target Rank, (2) rounding the average rank calculated pursuant to the foregoing clause (1) to the nearest whole number using ordinary numerical rounding, and (3) using the Final Award Percentage associated with the number determined in the foregoing clause (2). The Target Rank is the rank associated with 100% on the chart of Final Award Percentages.

6. “Qualifying Participants” shall mean those individuals who participate in the Plan (whether as current or former employees) as of immediately prior to the Change in Control.

(e) Application. This Section 21 shall apply to Stock Options, restricted stock unit awards and performance share unit awards granted after November 23, 2004. (NOTE: For incentives granted before November 23, 2004, see Merck Change in Control schedule.)

Merck Change in Control

(a) Options.

2. Vesting of Key R&D Options.

(i) Subject to (a)(2)(ii) of this Schedule, upon the occurrence of a Change in Control, each Key R&D Option shall continue to be subject to the performance-based vesting schedule applicable thereto immediately prior to the Change in Control.

(ii) Notwithstanding (a)(2)(i) of this Schedule, if the Stock Options do not continue to be outstanding following the Change in Control or are not exchanged for or converted into options to purchase securities of a successor entity (“Successor Options”), then, upon the occurrence of a Change in Control, all or a portion of each Key R&D Option shall immediately vest and become exercisable in the following percentages: (A) if such Key R&D Option’s first milestone has not been reached before the date of the Change in Control, 14% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; (B) if only such Key R&D Option’s first milestone has been reached before the date of the Change in Control, 42% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; and (C) if such Key R&D Option’s first and second milestones have been reached before the date of the Change in Control, 100% of the then- unvested portion of the Key R&D Option shall vest and become exercisable.

3. Post-Termination Exercise Period. If Stock Options continue to be outstanding following the Change in Control or are exchanged for or converted into Successor Options, then the portion of such Stock Options or such Successor Options, as applicable, that is vested and exercisable immediately following the termination of employment of the holder thereof after the Change in Control shall remain exercisable following such termination for five years from the date of such termination (but not beyond the remainder of the term thereof) provided, however, that, if such termination is by reason of gross misconduct, death or retirement (as these terms are applied to awards granted under the Plans), then those provisions of the Plan that are applicable to a termination by reason of gross misconduct, death or retirement, if any, shall apply to such termination. If the effect of vesting pursuant to this Section (a) would cause a Stock Option or Successor Stock Option to terminate earlier than if such accelerated vesting had not occurred, then the term of such Stock Option shall not expire earlier than if such accelerated vesting had not occurred.

4. Cashout of Stock Options. If the Stock Options do not continue to be outstanding following the Change in Control and are not exchanged for or converted into Successor Options, each holder of a vested and exercisable option shall be entitled to receive, as soon as practicable following the Change in Control, for each share of Common Stock subject to a vested and exercisable option, an amount of cash determined by the Committee prior to the Change in Control but in no event less than the excess of the Change in Control Price over the exercise price thereof (subject to any existing deferral elections then in effect). If the consideration to be paid in a Change in Control is not entirely shares of common stock of an acquiring or resulting corporation, then the Committee may, prior to the Change in Control, provide for the cancellation of outstanding Stock Options at the time of the Change in Control, in whole or in part, for cash pursuant to this provision or may provide for the exchange or conversion of outstanding Stock Options at the time of the Change in Control, in whole or in part, and, in connection with any such provision, may (but shall not be obligated to) permit holders of Stock Options to make such elections related thereto as it determines are appropriate.

5. Incentive Stock Options Not Amended. This Section does not apply to any incentive stock option within the meaning of Section 422 of the Internal Revenue Code.

(b) Restricted Stock Units and Performance Share Units.

3. Settlement of Restricted Stock Units and Performance Share Units.

(i) If the Common Stock continues to be widely held and freely tradable following the Change in Control or is exchanged for or converted into securities of a successor entity that are widely held and freely tradable, then the restricted stock units and the vested performance share units shall be paid in shares of Common Stock or such other securities as soon as practicable after the date of the Change in Control (subject to any existing deferral elections then in effect).

1. Except to the extent required by applicable law, for the entirety of the Protection Period, the material terms of the Plan shall not be modified in any manner that is materially adverse to the Qualifying Participants (it being understood that this Section (c) of this Schedule shall not require that any specific type or levels of equity awards be granted to Qualifying Participants following the Change in Control).

2. During the Protection Period, the Plan may not be amended or modified to reduce or eliminate the protections set forth in Section (c)(1) of this Schedule and may not be terminated.

3. The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Qualifying Participant if the Qualifying Participant prevails on his or her claim for relief in an action (x) by the Qualifying Participant claiming that the provisions of Section (c)(1) or (c)(2) of this Schedule have been violated (but, for avoidance of doubt, excluding claims for Plan benefits in the ordinary course) and (y) if applicable, by the Company or the Qualifying Participant’s employer to enforce post-termination covenants against the Qualifying Participant.

4. This section does not apply to any incentive stock option within the meaning of Section 422 of the Internal Revenue Code.

5. Anything in the Plan as amended by this Schedule notwithstanding, the Company reserves the right to make such further changes as may be required if and to the extent required to avoid adverse consequences under the American Jobs Creation Act of 2004, as amended.

(d) Definitions. For purposes of this Schedule, the following terms shall have the following meanings:

2. “Change in Control Price” shall mean, with respect to a share of Common Stock, the higher of (A) the highest reported sales price, regular way, of such share in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed or on the Nasdaq National Market during the 10-day period prior to and including the date of a Change in Control and (B) if the Change in Control is the result of a tender or exchange offer, merger, or other, similar corporate transaction, the highest price per such share paid in such tender or exchange offer, merger or other, similar corporate transaction; provided that, to the extent all or part of the consideration paid in any such transaction consists of securities or other non-cash consideration, the value of such securities or other non- cash consideration shall be determined by the Committee.

4. “Protection Period” shall mean the period beginning on the date of the Change in Control and ending on the second anniversary of the date of the Change in Control.

5. “PSU Pro Rata Amount” shall mean for each Performance Share Unit award, the amount

determined by multiplying (x) and (y), where (x) is the number of Target Shares subject to the Performance Share Unit award times the Assumed Performance Percentage and (y) is a fraction, the numerator of which is the number of whole and partial calendar months elapsed during the applicable performance period (counting any partial month as a whole month for this purpose) and the denominator of which is the total number of months in the applicable performance period. The Assumed Performance Percentage shall be determined by (1) averaging the ranks during the Award Period as follows: (A) as to any completed performance year as of the Change in Control, the actual rank (except that, if fewer than 90 days have elapsed since the completion of such performance year, the Target Rank shall be used), and (B) as to any performance year that is incomplete or has not yet begun as of the Change in Control, the Target Rank, (2) rounding the average rank calculated pursuant to the foregoing clause (1) to the nearest whole number using ordinary numerical rounding, and (3) using the Final Award Percentage associated with the number determined in the foregoing clause (2). The Target Rank is the rank associated with 100% on the chart of Final Award Percentages.

6. “Qualifying Participants” shall mean those individuals who participate in the Plan (whether as current or former employees) as of immediately prior to the Change in Control.

(e) Application. This Schedule shall apply to Stock Options, restricted stock unit awards and performance share unit awards under the Plans granted prior to November 24, 2004.

Exhibit 10.9

AMENDMENT ONE

to the

MERCK & CO., INC.

2001 INCENTIVE STOCK PLAN

(Amended and Restated as of December 19, 2006)

WHEREAS, pursuant to and upon consummation of the Transactions, Schering-Plough Corporation will change its name to Merck & Co. Inc., (“Parent”) and Merck will change its name to Merck Sharp & Dohme Corp. (“MSD”), and will remain a wholly-owned subsidiary of Parent;

WHEREAS, under Section 10 of the Merck & Co., Inc. 2001 Incentive Stock Plan (the “ 2001 ISP”), the Board of Directors of Merck may from time to time amend the terms of the 2001 ISP and desires to amend, contingent on and effective upon the consummation of the Transactions, the 2001 ISP to update the official plan name and to reflect, (i) the change to the stock underlying any equity awards granted under the 2001 ISP that remain outstanding as of the closing date of the Transactions from common stock of Merck, par value $0.01 per share, to common stock of Parent, par value $0.50 per share; and (ii) other technical changes that are considered necessary for the proper continuation of such outstanding equity grants and the 2001 ISP in light of the Transactions; provided however, for the avoidance of any doubt, if the Transactions is not consummated, all amendments as set forth herein shall be null and void;

NOW, THEREFORE, BE IT

RESOLVED, that in consideration of the premises, the 2001 ISP is hereby amended contingent on and as of the consummation of the Transactions as follows:

1. The official name of the 2001 ISP shall be the Merck Sharp & Dohme Corp. 2001 Incentive Stock Plan.

2. The preamble 1 of the 2001 ISP shall be deleted and replaced with the following four sentences:

The 2001 Incentive Stock Plan (the “ISP” or the “Plan”), effective January 1, 2001, was established to encourage employees of Merck & Co., Inc., its subsidiaries, its affiliates and its joint ventures to acquire shares of common stock Merck & Co., Inc. The Plan is further amended, effective as of Closing Date (“Closing Date”), as such term is defined in Section 1.2 of the Agreement and Plan of Merger dated as of March 8, 2009, by and among Merck & Co., Inc., Schering Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), whereby Schering Plough Corporation will be renamed Merck & Co. Inc.

(“Parent”) and the entity known immediately before the Closing Date as Merck & Co., Inc. will be renamed Merck Sharp and Dohme Corp. (“MSD or Company”) and will be a wholly-owned subsidiary of Parent. The Plan, as amended and restated as of the Closing Date, will provide with respect to all Incentives, as defined in the Plan, granted prior to and which remained outstanding on the Closing Date, for the Incentive to be settled in, or the holder thereof to receive upon exercise of such Incentive, shares of common stock of Parent, par value $0.50 per share (“Parent Common Stock”), in lieu of shares of MSD (formerly Merck & Co., Inc.). For all purposes under the Plan, effective on the Closing Date, all references to “Common Stock” in the Plan shall refer to “Parent Common Stock.”

3. The last sentence of Section 1 of the 2001 ISP shall be amended to read in its entirety as follows:

All incentives shall be subject to the terms and conditions set forth herein and to such other terms and conditions as may be established by the Compensation and Benefits Committee of the Board of Directors of Parent (the “Committee”).

4. The reference in the second sentence of Section 2 of the 2001 ISP to “Directors of the Company” shall be replaced with a reference to the “Directors of the Parent.”

5. All references in the 2001 ISP to the “Board of Directors” or the “Board” shall refer to the Board of Directors of Parent.

6. New subparagraph (f) shall be added to the Schedule entitled “Merck Change of Control” as follows:

Beginning on the Closing Date, for purposes of this Schedule entitled “Merck Change in Control,” with respect to all awards granted pursuant to the Plan that remain outstanding as of the consummation of the Transactions, the definition of a “Change in Control” that applies to such awards shall be governed by Section 7.2(c) of the Parent’s Change in Control Separation Benefits Plan; provided, however, that as to any award under the Plan that consists of deferred compensation subject to Section 409A of the Code, the applicable definition of “Change in Control” shall be deemed modified to the extent necessary to comply with Section 409A of the Code.

7. This amendment is effective as of the Closing Date of the Transactions.

MERCK & CO., INC.

2001 INCENTIVE STOCK PLAN

(Amended and Restated as of December 19, 2006)

The 2001 Incentive Stock Plan (“ISP”), effective January 1, 2001, is established to encourage employees of Merck & Co., Inc. (the “Company”), its subsidiaries, its affiliates and its joint ventures to acquire Common Stock in the Company (“Common Stock”). It is believed that the ISP will stimulate employees’ efforts on the Company’s behalf, will tend to maintain and strengthen their desire to remain with the Company, will be in the interest of the Company and its Stockholders and will encourage such employees to have a greater personal financial investment in the Company through ownership of its Common Stock.

1. Incentives

Incentives under the ISP may be granted in any one or a combination of (a) Incentive Stock Options (or other statutory stock options); (b) Nonqualified Stock Options; (c) Stock Appreciation Rights; (d) Restricted Stock Grants and (e) Performance Shares (collectively “Incentives”). All Incentives shall be subject to the terms and conditions set forth herein and to such other terms and conditions as may be established by the Compensation and Benefits Committee of the Board of Directors (the “Committee”).

2. Eligibility

Regular full-time and part-time employees of the Company, its subsidiaries, its affiliates and its joint ventures, including officers, whether or not directors of the Company, and employees of a joint venture partner or affiliate of the Company who provide services to the joint venture with such partner or affiliate, shall be eligible to participate in the ISP (“Eligible Employees”) if designated by the Committee. Directors of the Company who are not regular employees are not eligible to participate in the ISP.

3. Administration

The ISP shall be administered by the Committee. The Committee shall be responsible for the administration of the ISP including, without limitation, determining which Eligible Employees receive Incentives, what kind of Incentives are made under the ISP and for what number of shares, and the other terms and conditions of such Incentives. Determinations by the Committee under the ISP including, without limitation, determinations of the Eligible Employees, the form, amount and timing of Incentives, the terms and provisions of Incentives and the agreements evidencing Incentives, need not be uniform and may be made selectively among Eligible Employees who receive, or are eligible to receive, Incentives hereunder, whether or not such Eligible Employees are similarly situated.

The Committee shall have the responsibility of construing and interpreting the ISP and of establishing and amending such rules and regulations as it may deem necessary or desirable for the proper administration of the ISP. Any decision or action taken or to be taken by the Committee, arising out of or in connection with the construction, administration, interpretation and effect of the ISP and of its rules and regulations, shall, to the maximum extent permitted by applicable law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be conclusive and binding upon the Company, all Eligible Employees and any person claiming under or through any Eligible Employee.

The Committee may delegate some or all of its power and authority hereunder to the Chief Executive Officer or other senior member of management as the Committee deems appropriate; provided, however, that the Committee may not delegate its authority with regard to any matter or action affecting an officer subject to Section 16 of the Securities Exchange Act of 1934.

For the purpose of this section and all subsequent sections, the ISP shall be deemed to include this plan and any comparable sub-plans established by subsidiaries which, in the aggregate, shall constitute one plan governed by the terms set forth herein.

4. Shares Available for Incentives

(a) Shares Subject to Issuance or Transfer. Subject to adjustment as provided in Section 4(c) hereof, there is hereby reserved for issuance under the ISP 95 million shares of Common Stock. The shares available for granting awards shall be increased by the number of shares as to which options or other benefits granted under the ISP have lapsed, expired, terminated or been canceled. In addition, any shares reserved for issuance under the Company’s 1996 Incentive Stock Plan and 1991 Incentive Stock Plan (“Prior Plans”) in excess of the number of shares as to which options or other benefits have been awarded thereunder, plus any such shares as to which options or other benefits granted under the Prior Plans may lapse, expire, terminate or be canceled, shall also be reserved and available for issuance or reissuance under the ISP. Shares under this ISP may be delivered by the Company from its authorized but unissued shares of Common Stock or from Common Stock held in the Treasury.

(b) Limit on an Individual’s Incentives. In any given year, no Eligible Employee may receive Incentives covering more than three (3) million shares of the Company’s Common Stock (such number of shares shall be adjusted in accordance with Section 4(c)).

(c) Adjustment of Shares. In the event of a reorganization, recapitalization, stock split, stock dividend, extraordinary cash dividend, combination of shares, merger, consolidation, rights offering, spin off, split off, split up or other similar change in the capital structure of the Company, the Committee shall make equitable adjustments to (i) the number and kind of shares authorized for issuance under the ISP, (ii) the number and kind of shares subject to outstanding Incentives, (iii) the option price of Stock Options and (iv) the grant value of Stock Appreciation Rights. Any such determination shall be final, binding and conclusive on all parties.

5. Stock Options

The Committee may grant options qualifying as Incentive Stock Options under the Internal Revenue Code of 1986, as amended, or any successor code thereto (the “Code”), other statutory options under the Code and Nonqualified Options (collectively “Stock Options”). Such Stock Options shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Option Price. The option price per share with respect to each Stock Option shall be determined by the Committee, but shall not be less than 100% of the fair market value of the Common Stock on the date the Stock Option is granted, as determined by the Committee.

(b) Period of Option. The period of each Stock Option shall be fixed by the Committee, but shall not exceed ten (10) years.

(c) Payment. No shares shall be issued until full payment of the option price has been made. The option prices may be paid in cash or, if the Committee determines, in shares of Common Stock or a combination of cash and shares. If the Committee approves the use of shares of Common Stock as a payment method, the Committee shall establish such conditions as it deems appropriate for the use of Common Stock to exercise a stock option. Stock options awarded under the ISP shall be exercised through the Company’s broker-assisted stock option exercise program, provided such program is available at the time of the option exercise, or by such other means as the Committee may determine from time to time. The Committee may establish rules and procedures to permit an optionholder to defer recognition of gain upon the exercise of a stock option.

(d) Exercise of Option. The Committee shall determine how and when shares covered by a Stock Option may be purchased. The Committee may establish waiting periods, the dates on which options become exercisable or “vested” and exercise periods, provided that in no event (including those specified in paragraphs (e), (f) and (g) of this section) shall any Stock Option be exercisable after its specified expiration period.

(e) Termination of Employment. Upon the termination of a Stock Option grantee’s employment (for any reason other than retirement, death or termination for deliberate, willful or gross misconduct), Stock Option privileges shall be limited to the shares which were immediately exercisable at the date of such termination. The Committee, however, in its discretion, may provide that any Stock Options outstanding but not yet exercisable upon the termination of a Stock Option grantee’s employment may become exercisable in accordance with a schedule as may be determined by the Committee. Such Stock Option privileges shall expire unless exercised or surrendered under a Stock Appreciation Right within such period of time after the date of termination of employment as may be established by the Committee, but in no event later than the expiration date of the Stock Option.

(f) Retirement. Upon retirement of a Stock Option grantee, Stock Option privileges shall apply to those shares immediately exercisable at the date of retirement. The Committee, however, in its discretion, may provide that any Stock Options outstanding but not yet exercisable upon the retirement of a Stock Option grantee may become exercisable in accordance with a schedule as may be determined by the Committee. Stock Option privileges shall expire unless exercised within such period of time as may be established by the Committee, but in no event later than the expiration date of the Stock Option.

(g) Death. Upon the death of a Stock Option grantee, Stock Option privileges shall apply to those shares which were immediately exercisable at the time of death. The Committee, however, in its discretion, may provide that any Stock Options outstanding but not yet exercisable upon the death of a Stock Option grantee may become exercisable in accordance with a schedule as may be determined by the Committee. Such privileges shall expire unless exercised by legal representative(s) within a period of time as determined by the Committee, but in no event later than the expiration date of the Stock Option.

(h) Termination Due to Misconduct . If a Stock Option grantee’s employment is terminated for deliberate, willful or gross misconduct, as determined by the Company, all rights under the Stock Option shall expire upon receipt of the notice of such termination.

(i) Limits on Incentive Stock Options. Except as may otherwise be permitted by the Code, the Committee shall not grant to an Eligible Employee Incentive Stock Options that, in the aggregate, are first exercisable during any one calendar year to the extent that the aggregate fair market value of the Common Stock, at the time the Incentive Stock Options are granted, exceeds $100,000, or such other amount as the Internal Revenue Service may decide from time to time.

6. Stock Appreciation Rights

The Committee may, in its discretion, grant a right to receive the appreciation in the fair market value of shares of Common Stock (“Stock Appreciation Right”) either singly or in combination with an underlying Stock Option granted hereunder or under the Prior Plans. Such Stock Appreciation Rights shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

exercisable and receive in exchange therefor an amount equal to the excess of the fair market value of the Common Stock on the date the election to surrender is received by the Company over the Stock Option price multiplied by the number of shares covered by the Stock Option which is surrendered. If a Stock Appreciation Right is granted without an underlying Stock Option, the grantee will receive upon exercise of the Stock Appreciation Right an amount equal to the excess of the fair market value of the Common Stock on the date the election to surrender such Stock Appreciation Right is received by the Company over the fair market value of the Common Stock on the date of grant multiplied by the number of shares covered by the grant of the Stock Appreciation Right.

7. Performance Share Awards

The Committee may grant awards under which payment may be made in shares of Common Stock, cash or any combination of shares and cash if the performance of the Company or any subsidiary, division, affiliate or joint venture of the Company selected by the Committee during the Award Period meets certain goals established by the Committee (“Performance Share Awards”). Such Performance Share Awards shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Award Period and Performance Goals. The Committee shall determine and include in a Performance Share Award grant the period of time for which a Performance Share Award is made (“Award Period”). The Committee shall also establish performance objectives (“Performance Goals”) to be met by the Company, subsidiary, division or joint venture during the Award Period as a condition to payment of the Performance Share Award. The Performance Goals may include earnings per share, return on stockholders’ equity, return on assets, net income or any other financial or other measurement established by the Committee. The Performance Goals may include minimum and optimum objectives or a single set of objectives.

(b) Payment of Performance Share Awards. The Committee shall establish the method of calculating the amount of payment to be made under a Performance Share Award if the Performance Goals are met, including the fixing of a maximum payment. The Performance Share Award shall be expressed in terms of shares of Common Stock and referred to as “Performance Shares.” After the completion of an Award Period, the performance of the Company, subsidiary, division or joint venture shall be measured against the Performance Goals, and the Committee shall determine whether all, none or any portion of a Performance Share Award shall be paid. The Committee, in its discretion, may elect to make payment in shares of Common Stock, cash or a combination of shares and cash. Any cash payment shall be based on the fair market value of Performance Shares on, or as soon as practicable prior to, the date of payment.

(c) Revision of Performance Goals. At any time prior to the end of an Award Period, the Committee may revise the Performance Goals and the computation of payment if unforeseen events occur which have a substantial effect on the performance of the Company, subsidiary, division or joint venture and which, in the judgment of the Committee, make the application of the Performance Goals unfair unless a revision is made.

(d) Requirement of Employment. A grantee of a Performance Share Award must remain in the employ of the Company until the completion of the Award Period in order to be entitled to payment under the Performance Share Award; provided that the Committee may, in its discretion, provide for a full or partial payment where such an exception is deemed equitable.

(f) Limit on Performance Share Awards. Incentives granted as Performance Share Awards under this section and Restricted Stock Grants under Section 8 shall not exceed, in the aggregate, six (6) million shares of Common Stock (such number of shares shall be adjusted in accordance with Section 4(c)).

8. Restricted Stock Grants

The Committee may award shares of Common Stock to a grantee, which shares shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe (“Restricted Stock Grant”):

(a) Requirement of Employment. A grantee of a Restricted Stock Grant must remain in the employment of the Company during a period designated by the Committee (“Restriction Period”) in order to retain the shares under the Restricted Stock Grant. If the grantee leaves the employment of the Company prior to the end of the Restriction Period, the Restricted Stock Grant shall terminate and the shares of Common Stock shall be returned immediately to the Company provided that the Committee may, at the time of the grant, provide for the employment restriction to lapse with respect to a portion or portions of the Restricted Stock Grant at different times during the Restriction Period. The Committee may, in its discretion, also provide for such complete or partial exceptions to the employment restriction as it deems equitable.

(f) Limit on Restricted Stock Grant. Incentives granted as Restricted Stock Grants under this section and Performance Share Awards under Section 7 shall not exceed, in the aggregate, six (6) million shares of Common Stock (such number of shares shall be adjusted in accordance with Section 4(c)).

9. Transferability

Each Incentive Stock Option granted under the ISP shall not be transferable other than by will or the laws of descent and distribution; each other Incentive granted under the ISP will not be transferable or assignable by the recipient, and may not be made subject to execution, attachment or similar procedures, other than by will or the laws of descent and distribution or as determined by the Committee in accordance with regulations promulgated under the Securities Exchange Act of 1934, or any other applicable law or regulation.

10. Discontinuance or Amendment of the Plan

The Board of Directors may discontinue the ISP at any time and may from time to time amend or revise the terms of the ISP as permitted by applicable statutes, except that it may not revoke or alter, in a manner unfavorable to the grantees of any Incentives hereunder, any Incentives then outstanding, nor may the Board amend the ISP 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, or any other requirement of applicable law or regulation. Unless approved by the Company’s stockholders, no adjustments or reduction of the exercise price of any outstanding Incentives shall be made by cancellation of outstanding Incentives and the subsequent regranting of Incentives at a lower price to the same individual. No Incentive shall be granted under the ISP after December 31, 2003, but Incentives granted theretofore may extend beyond that date.

11. No Right of Employment or Participation

The ISP and the Incentives granted hereunder shall not confer upon any Eligible Employee the right to continued employment with the Company, its subsidiaries, its affiliates or its joint ventures or affect in any way the right of such entities to terminate the employment of an Eligible Employee at any time and for any reason. No individual shall have a right to be granted an Incentive, or having been granted an Incentive, to receive any future Incentives.

12. No Limitation on Compensation

Nothing in the ISP shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the ISP.

13. No Impact on Benefits

Except as may otherwise be specifically stated under any employee benefit plan, policy or program, no amount payable in respect of any Incentive shall be treated as compensation for purposes of calculating an employee’s right under any such plan, policy or program.

14. No Constraint on Corporate Action

Nothing in the ISP shall be construed (i) to limit, impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 10, to limit the right or power of the Company or any subsidiary to take any action which such entity deems to be necessary or appropriate.

15. Withholding Taxes

The Company shall be entitled to deduct from any payment under the ISP, regardless of the form of such payment, the amount of all applicable income and employment taxes required by law to be withheld with respect to such payment or may require the Eligible Employee to pay to it such tax prior to and as a condition of the making of such payment. In accordance with any applicable administrative guidelines it establishes, the Committee may allow an Eligible Employee to pay the amount of taxes required by law to be withheld from an Incentive by withholding from any payment of Common Stock due as a result of such Incentive, or by permitting the Eligible Employee to deliver to the Company, shares of Common Stock having a fair market value, as determined by the Committee, equal to the amount of such required withholding taxes.

16. Governing Law

The ISP, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey.

Merck Change in Control

(a) Options.

2. Vesting of Key R&D Options.

(ii) Notwithstanding (a)(2)(i) of this Schedule, if the Stock Options do not continue to be outstanding following the Change in Control or are not exchanged for or converted into options to purchase securities of a successor entity (“Successor Options”), then, upon the occurrence of a Change in Control, all or a portion of each Key R&D Option shall immediately vest and become exercisable in the following percentages: (A) if such Key R&D Option’s first milestone has not been reached before the date of the Change in Control, 14% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; (B) if only such Key R&D Option’s first milestone has been reached before the date of the Change in Control, 42% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; and (C) if such Key R&D Option’s first and second milestones have been reached before the date of the Change in Control, 100% of the then-unvested portion of the Key R&D Option shall vest and become exercisable.

3. Post-Termination Exercise Period. If Stock Options continue to be outstanding following the Change in Control or are exchanged for or converted into Successor Options, then the portion of such Stock Options or such Successor Options, as applicable, that is vested and exercisable immediately following the termination of employment of the holder thereof after the Change in Control shall remain exercisable following such termination for five years from the date of such termination (but not beyond the remainder of the term thereof) provided, however, that, if such termination is by reason of gross misconduct, death or retirement (as these terms are applied to awards granted under the Plans), then those provisions of the Plan that are applicable to a termination by reason of gross misconduct, death or retirement, if any, shall apply to such termination. If the effect of vesting pursuant to this Section (a) would cause a Stock Option or Successor Stock Option to terminate earlier than if such accelerated vesting had not occurred, then the term of such Stock Option shall not expire earlier than if such accelerated vesting had not occurred.

4. Cashout of Stock Options. If the Stock Options do not continue to be outstanding following the Change in Control and are not exchanged for or converted into Successor Options, each holder of a vested and exercisable option shall be entitled to receive, as soon as practicable following the Change in Control, for each share of Common Stock subject to a vested and exercisable option, an amount of cash determined by the Committee prior to the Change in Control but in no event less than the excess of the Change in Control Price over the exercise price thereof (subject to any existing deferral elections then in effect). If the consideration to be paid in a Change in Control is not entirely shares of common stock of an acquiring or resulting corporation, then the Committee may, prior to the Change in Control, provide for the cancellation of outstanding Stock Options at the time of the Change in Control, in whole or in part, for cash pursuant to this provision or may provide for the exchange or conversion of outstanding Stock Options at the time of the Change in Control, in whole or in part, and, in connection with any such provision, may (but shall not be obligated to) permit holders of Stock Options to make such elections related thereto as it determines are appropriate.

5. Incentive Stock Options Not Amended. This Section does not apply to any incentive stock option within the meaning of Section 422 of the Internal Revenue Code.

(b) Restricted Stock Units and Performance Share Units.

3. Settlement of Restricted Stock Units and Performance Share Units.

1. Except to the extent required by applicable law, for the entirety of the Protection Period, the material terms of the Plan shall not be modified in any manner that is materially adverse to the Qualifying Participants (it being understood that this Section (c) of this Schedule shall not require that any specific type or levels of equity awards be granted to Qualifying Participants following the Change in Control).

2. During the Protection Period, the Plan may not be amended or modified to reduce or eliminate the protections set forth in Section (c)(1) of this Schedule and may not be terminated.

3. The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Qualifying Participant if the Qualifying Participant prevails on his or her claim for relief in an action (x) by the Qualifying Participant claiming that the provisions of Section (c)(1) or (c)(2) of this Schedule have been violated (but, for avoidance of doubt, excluding claims for Plan benefits in the ordinary course) and (y) if applicable, by the Company or the Qualifying Participant’s employer to enforce post-termination covenants against the Qualifying Participant.

4. This section does not apply to any incentive stock option within the meaning of Section 422 of the Internal Revenue Code.

(d) Definitions.

For purposes of this Schedule, the following terms shall have the following meanings:

Control and (B) if the Change in Control is the result of a tender or exchange offer, merger, or other, similar corporate transaction, the highest price per such share paid in such tender or exchange offer, merger or other, similar corporate transaction; provided that, to the extent all or part of the consideration paid in any such transaction consists of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined by the Committee.

4. “Protection Period” shall mean the period beginning on the date of the Change in Control and ending on the second anniversary of the date of the Change in Control.

6. “Qualifying Participants” shall mean those individuals who participate in the Plan (whether as current or former employees) as of immediately prior to the Change in Control.

(e) Application.

This Schedule shall apply to Stock Options, restricted stock unit awards and performance share unit awards under the Plans granted prior to November 24, 2004.

Exhibit 10.10

AMENDMENT ONE

to the

MERCK & CO., INC.

1996 INCENTIVE STOCK PLAN

(Amended and Restated as of December 19, 2006)

WHEREAS, under Section 9 of the Merck & Co., Inc. 1996 Incentive Stock Plan (the “1996 ISP”), the Board of Directors of Merck may from time to time amend the terms of the 1996 ISP and desires to amend, contingent on and effective upon the consummation of the Transactions, the 1996 ISP to update the official plan name and to reflect, (i) the change to the stock underlying any equity awards granted under the 1996 ISP that remain outstanding as of the closing date of the Transactions from common stock of Merck, par value $0.01 per share, to common stock of Parent, par value $0.50 per share; and (ii) other technical changes that are considered necessary for the proper continuation of such outstanding equity grants and the 1996 ISP in light of the Transactions; provided however, for the avoidance of any doubt, if the Transactions is not consummated, all amendments as set forth herein shall be null and void;

NOW, THEREFORE, BE IT

RESOLVED, that in consideration of the premises, the 1996 ISP is hereby amended contingent on and as of the consummation of the Transactions as follows:

1. The official name of the 1996 ISP shall be the Merck Sharp & Dohme Corp. 1996 Incentive Stock Plan.

2. The preamble of the 1996 ISP shall be deleted and replaced with the following four sentences:

The 1996 Incentive Stock Plan (the “ISP or the “Plan”), effective January 1, 1996, was established to encourage employees of Merck & Co., Inc., its subsidiaries, its affiliates its joint ventures and the Merck Institute for Therapeutic Research to acquire Shares of common stock of Merck. The Plan is amended, effective as of Closing Date (“Closing Date”), as such term is defined in Section 1.2 of the Agreement and Plan of Merger dated as of March 8, 2009, by and among Merck & Co., Inc., Schering Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), whereby Schering Plough Corporation will be renamed Merck & Co. Inc. (“Parent”) and the entity known immediately before the Closing Date as Merck & Co., Inc. will be renamed Merck Sharp and Dohme Corp. (“MSD or Company”) and

will be a wholly-owned subsidiary of Parent. The Plan, as amended and restated as of the Closing Date, will provide with respect to all Incentives, as defined in the Plan, granted prior to and which remained outstanding on the Closing Date, for the Incentive to be settled in, or the holder thereof to receive upon exercise of such Incentive, shares of common stock of Parent, par value $0.50 per share (“Parent Common Stock”), in lieu of shares of MSD (formerly Merck & Co., Inc.). For all purposes under the Plan, effective on the Closing Date, all references to “Common Stock” in the Plan shall refer to “Parent Common Stock.”

3. The first sentence of Section 1 of the 1996 ISP shall be amended to read in its entirety as follows:

The ISP shall be administered by the Compensation and Benefits Committee of the Board of Directors of Parent (the “Committee”).

4. All references in the 1996 ISP to the “Board of Directors” or the “Board” shall refer to the Board of Directors of Parent.

5. A new subparagraph (f) shall be added to the Schedule entitled “Merck Change of Control” as follows:

6. This amendment is effective as of the Closing Date of the Transactions.

MERCK & CO., INC.

1996 INCENTIVE STOCK PLAN

(Amended and Restated as of December 19, 2006)

The 1996 Incentive Stock Plan (“ISP”), effective January 1, 1996, is established to encourage employees of Merck & Co., Inc. (the “Company”), its subsidiaries, its affiliates, its joint ventures and the Merck Institute for Therapeutic Research to acquire Common Stock in the Company. It is believed that the ISP will stimulate employees’ efforts on the Company’s behalf, will tend to maintain and strengthen their desire to remain with the Company, will be in the interest of the Company and its Stockholders, and will encourage such employees to have a greater personal financial investment in the Company through ownership of its Common Stock.

1. Administration

The ISP shall be administered by the Compensation and Benefits Committee of the Board of Directors of the Company (the “Committee”). The Committee is authorized, subject to the provisions of the ISP, to establish such rules and regulations as it deems necessary for the proper administration of the ISP, and to make such determinations and to take such action in connection therewith or in relation to the ISP as it deems necessary or advisable, consistent with the ISP. The Committee may delegate some or all of its power and authority hereunder to the Chief Executive Officer or other senior member of management as the Committee deems appropriate; provided, however, that the Committee may not delegate its authority with regard to any matter or action affecting an officer subject to Section 16 of the Securities Exchange Act of 1934.

2. Eligibility

Regular full-time and part-time employees of the Company, its subsidiaries, its affiliates, its joint ventures and the Merck Institute for Therapeutic Research, including officers, whether or not directors of the Company, and employees of a joint venture partner or affiliate of the Company who provide services to the joint venture with such partner or affiliate and who are not directors or officers of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, shall be eligible to participate in the ISP (“Eligible Employees”) if designated by the Committee or its delegate. Those directors who are not regular employees are not eligible.

3. Incentives

Incentives under the ISP may be granted in any one or a combination of (a) Incentive Stock Options (or other statutory stock option); (b) Nonqualified Stock Options; (c) Stock Appreciation Rights; (d) Restricted Stock Grants, and (e) Performance Shares (together “Incentives”). All Incentives shall be subject to the terms and conditions set forth herein and to such other terms and conditions as may be established by the Committee. Determinations by the Committee under the ISP including without limitation, determinations of the Eligible Employees, the form, amount and timing of Incentives, the terms and provisions of Incentives, and the agreements evidencing Incentives, need not be uniform and may be made selectively among Eligible Employees who receive, or are eligible to receive, Incentives hereunder, whether or not such Eligible Employees are similarly situated.

4. Shares Available for Incentives

(a) Shares Subject to Issuance or Transfer. Subject to adjustment as provided in Section 4(c) hereof,

there is hereby reserved for issuance under the ISP 130 million shares of the Company’s Common Stock (“Common Stock”). The shares available for granting awards shall be increased by the number of shares as to which options or other benefits granted under the Plan have lapsed, expired, terminated or been cancelled. In addition, any shares reserved for issuance under the Company’s 1991 Incentive Stock Plan and 1987 Incentive Stock Plan (“Prior Plans”) in excess of the number of shares as to which options or other benefits have been awarded thereunder, plus any such shares as to which options or other benefits granted under the Prior Plans may lapse, expire, terminate or be cancelled, shall also be reserved and available for issuance or reissuance under the ISP. Shares under this Plan may be delivered by the Company from its authorized but unissued shares of Common Stock or from Common Stock held in the Treasury.

(b) Limit on an Individual’s Incentives. In any given year, no Eligible Employee may receive Incentives covering more than three million shares of the Company’s Common Stock (such number of shares may be adjusted in accordance with Section 4(c)).

(c) Adjustment of Shares. In the event of a reorganization, recapitalization, stock split, stock dividend, extraordinary cash dividend, combination of shares, merger, consolidation, rights offering, spin off, split off, split up or other similar change in the capital structure of the Company, the Committee shall make equitable adjustments to (i) the number and kind of shares authorized for issuance under the ISP, (ii) the number and kind of shares subject to outstanding Incentives, (iii) the option price of Stock Options and (iv) the grant value of Stock Appreciation Rights. Any such determination shall be final, binding and conclusive on all parties.

5. Stock Options

The Committee may grant options qualifying as Incentive Stock Options under the Internal Revenue Code of 1986, as amended, or any successor code thereto (the “Code”), other statutory options under the Code, and Nonqualified Options (collectively “Stock Options”). Such Stock Options shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(b) Period of Option. The period of each Stock Option shall be fixed by the Committee but shall not exceed ten (10) years.

(c) Payment. The option price shall be payable in cash at the time the Stock Option is exercised. No shares shall be issued until full payment therefore has been made. A grantee of a Stock Option shall have none of the rights of a stockholder until the shares are issued.

(d) Exercise of Option. The shares covered by a Stock Option may be purchased in such installments and on such exercise dates as the Committee or its delegate may determine. Any shares not purchased on the applicable exercise date may be purchased thereafter at any time prior to the final expiration of the Stock Option. In no event (including those specified in paragraphs (e), (f) and (g) of this section) shall any Stock Option be exercisable after its specified expiration period.

(e) Termination of Employment. Upon the termination of a Stock Option grantee’s employment (for any reason other than retirement, death or termination for deliberate, willful or gross misconduct), Stock Option privileges shall be limited to the shares which were immediately exercisable at the date of such termination. The Committee, however, in its discretion, may provide that any Stock Options outstanding but not yet exercisable upon the termination of a Stock Option grantee’s employment may become exercisable in accordance with a schedule to be determined by the Committee. Such Stock Option privileges shall expire unless exercised or surrendered under a Stock Appreciation Right within such period of time after the date of termination of employment as may be established by the Committee, but

in no event later than the expiration date of the Stock Option. If a Stock Option grantee’s employment is terminated for deliberate, willful or gross misconduct, as determined by the Company, all rights under the Stock Option shall expire upon receipt of the notice of such termination.

(f) Retirement. Upon retirement of a Stock Option grantee, Stock Option privileges shall apply to those shares immediately exercisable at the date of retirement. The Committee, however, in its discretion, may provide that any Stock Options outstanding but not yet exercisable upon the retirement of a Stock Option grantee may become exercisable in accordance with a schedule to be determined by the Committee. Stock Option privileges shall expire unless exercised within such period of time as may be established by the Committee, but in no event later than the expiration date of the Stock Option.

(g) Death. Upon the death of a Stock Option grantee, Stock Option privileges shall apply to those shares which were immediately exercisable at the time of death. The Committee, however, in its discretion, may provide that any Stock Options outstanding but not yet exercisable upon the death of a Stock Option grantee may become exercisable in accordance with a schedule to be determined by the Committee. Such privileges shall expire unless exercised by legal representatives within a period of time as determined by the Committee but in no event later than the expiration date of the Stock Option.

(h) Limits on Incentive Stock Options. Except as may otherwise be permitted by the Code, the Committee shall not grant to an Eligible Employee Incentive Stock Options, that, in the aggregate, are first exercisable during any one calendar year to the extent that the aggregate fair market value of the Common Stock, at the time the Incentive Stock Options are granted, exceeds $100,000.

6. Stock Appreciation Rights

The Committee may, in its discretion, grant a right to receive the appreciation in the fair market value of shares of Common Stock (“Stock Appreciation Right”) either singly or in combination with an underlying Stock Option granted hereunder or under the Prior Plans. Such Stock Appreciation Rights shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Time and Period of Grant. If a Stock Appreciation Right is granted with respect to an underlying Stock Option, it may be granted at the time of the Stock Option Grant or at any time thereafter but prior to the expiration of the Stock Option Grant. If a Stock Appreciation Right is granted with respect to an underlying Stock Option, at the time the Stock Appreciation Right is granted the Committee may limit the exercise period for such Stock Appreciation Right, before and after which period no Stock Appreciation Right shall attach to the underlying Stock Option. In no event shall the exercise period for a Stock Appreciation Right granted with respect to an underlying Stock Option exceed the exercise period for such Stock Option. If a Stock Appreciation Right is granted without an underlying Stock Option, the period for exercise of the Stock Appreciation Right shall be set by the Committee.

(b) Value of Stock Appreciation Right. If a Stock Appreciation Right is granted with respect to an underlying Stock Option, the grantee will be entitled to surrender the Stock Option which is then exercisable and receive in exchange therefore an amount equal to the excess of the fair market value of the Common Stock on the date the election to surrender is received by the Company over the Stock Option price multiplied by the number of shares covered by the Stock Option which are surrendered. If a Stock Appreciation Right is granted without an underlying Stock Option, the grantee will receive upon exercise of the Stock Appreciation Right an amount equal to the excess of the fair market value of the Common Stock on the date the election to surrender such Stock Appreciation Right is received by the Company over the fair market value of the Common Stock on the date of grant multiplied by the number of shares covered by the grant of the Stock Appreciation Right.

(c) Payment of Stock Appreciation Right. Payment of a Stock Appreciation Right shall be in the form of shares of Common Stock, cash, or any combination of shares and cash. The form of payment upon exercise of such a right shall be determined by the Committee either at the time of grant of the Stock Appreciation Right or at the time of exercise of the Stock Appreciation Right.

7. Performance Share Awards

The Committee may grant awards under which payment may be made in shares of Common Stock, cash or any combination of shares and cash if the performance of the Company or any subsidiary, division or affiliate of the Company selected by the Committee during the Award Period meets certain goals established by the Committee (“Performance Share Awards”). Such Performance Share Awards shall be subject to the following terms and conditions and such other terms and conditions as the Committee may prescribe:

(a) Award Period and Performance Goals. The Committee shall determine and include in a Performance Share Award grant the period of time for which a Performance Share Award is made (“Award Period”). The Committee shall also establish performance objectives (“Performance Goals”) to be met by the Company, subsidiary or division during the Award Period as a condition to payment of the Performance Share Award. The Performance Goals may include earnings per share, return on stockholders’ equity, return on assets, net income, or any other financial or other measurement established by the Committee. The Performance Goals may include minimum and optimum objectives or a single set of objectives.

(b) Payment of Performance Share Awards. The Committee shall establish the method of calculating the amount of payment to be made under a Performance Share Award if the Performance Goals are met, including the fixing of a maximum payment. The Performance Share Award shall be expressed in terms of shares of Common Stock and referred to as “Performance Shares.” After the completion of an Award Period, the performance of the Company, subsidiary or division shall be measured against the Performance Goals, and the Committee shall determine whether all, none or any portion of a Performance Share Award shall be paid. The Committee, in its discretion, may elect to make payment in shares of Common Stock, cash or a combination of shares and cash. Any cash payment shall be based on the fair market value of Performance Shares on, or as soon as practicable prior to, the date of payment.

(c) Revision of Performance Goals. At any time prior to the end of an Award Period, the Committee may revise the Performance Goals and the computation of payment if unforeseen events occur which have a substantial effect on the performance of the Company, subsidiary or division and which in the judgment of the Committee make the application of the Performance Goals unfair unless a revision is made.

(d) Requirement of Employment. A grantee of a Performance Share Award must remain in the employ of the Company until the completion of the Award Period in order to be entitled to payment under the Performance Share Award; provided that the Committee may, in its sole discretion, provide for a partial payment where such an exception is deemed equitable.

(f) Limit on Performance Share Awards. Incentives granted as Performance Share Awards under this section and Restricted Stock Grants under Section 8 shall not exceed, in the aggregate, 12 million shares of Common Stock (such number of shares may be adjusted in accordance with Section 4(c)).

8. Restricted Stock Grants

(a) Requirement of Employment. A grantee of a Restricted Stock Grant must remain in the employment of the Company during a period designated by the Committee (“Restriction Period”) in order to retain the shares under the Restricted Stock Grant. If the grantee leaves the employment of the Company prior to the end of the Restriction Period, the Restricted Stock Grant shall terminate and the shares of Common Stock shall be returned immediately to the Company; provided that the Committee may, at the time of the grant, provide for the employment restriction to lapse with respect to a portion or portions of the Restricted Stock Grant at different times during the Restriction Period. The Committee may, in its discretion, also provide for such complete or partial exceptions to the employment restriction as it deems equitable.

(b) Restrictions on Transfer and Legend on Stock Certificates. During the Restriction Period, the grantee may not sell, assign, transfer, pledge, or otherwise dispose of the shares of Common Stock except to a successor under Section 10 hereof. Each certificate for shares of Common Stock issued hereunder shall contain a legend giving appropriate notice of the restrictions in the grant.

(f) Limit on Restricted Stock Grant. Incentives granted as Restricted Stock Grants under this section and Performance Share Awards under Section 7 shall not exceed, in the aggregate, 12 million shares of Common Stock (such number of shares may be adjusted in accordance with Section 4(c)).

9. Discontinuance or Amendment of the Plan

The Board of Directors may discontinue the ISP at any time and may from time to time amend or revise the terms of the ISP as permitted by applicable statutes, except that it may not revoke or alter, in a manner unfavorable to the grantees of any Incentives hereunder, any Incentives then outstanding, nor may the Board amend the ISP 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, or any other requirement of applicable law or regulation. No Incentive shall be granted under the ISP after December 31, 2000, but Incentives granted theretofore may extend beyond that date.

10. Nontransferability

Each Incentive Stock Option granted under the ISP shall not be transferable other than by will or the laws of descent and distribution; each other Incentive granted under the ISP may be transferable subject to the terms and conditions as may be established by the Committee in accordance with regulations promulgated under the Securities Exchange Act of 1934, or any other applicable law or regulation.

11. No Right of Employment

The ISP and the Incentives granted hereunder shall not confer upon any Eligible Employee the right to continued employment with the Company, its subsidiaries, its affiliates, its joint ventures or the Merck Institute for Therapeutic Research or affect in any way the right of such entities to terminate the employment of an Eligible Employee at any time and for any reason.

12. Taxes

The Company shall be entitled to withhold the amount of any tax attributable to any option granted, any amount payable or shares deliverable under the ISP after giving the person entitled to receive such amount or shares notice as far in advance as practicable.

Merck Change in Control

(a) Options.

2. Vesting of Key R&D Options.

(ii) Notwithstanding (a)(2)(i) of this Schedule, if the Stock Options do not continue to be outstanding following the Change in Control or are not exchanged for or converted into options to purchase securities of a successor entity (“Successor Options”), then, upon the occurrence of a Change in Control, all or a portion of each Key R&D Option shall immediately vest and become exercisable in the following percentages: (A) if such Key R&D Option’s first milestone has not been reached before the date of the Change in Control, 14% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; (B) if only such Key R&D Option’s first milestone has been reached before the date of the Change in Control, 42% of the then-unvested portion of the Key R&D Option shall vest and become exercisable and the remainder shall be forfeited; and (C) if such Key R&D Option’s first and second milestones have been reached before the date of the Change in Control, 100% of the then-unvested portion of the Key R&D Option shall vest and become exercisable.

3. Post-Termination Exercise Period. If Stock Options continue to be outstanding following the Change in Control or are exchanged for or converted into Successor Options, then the portion of such Stock Options or such Successor Options, as applicable, that is vested and exercisable immediately following the termination of employment of the holder thereof after the Change in Control shall remain exercisable following such termination for five years from the date of such termination (but not beyond the remainder of the term thereof) provided, however, that, if such termination is by reason of gross misconduct, death or retirement (as these terms are applied to awards granted under the Plans), then those provisions of the Plan that are applicable to a termination by reason of gross misconduct, death or retirement, if any, shall apply to such termination. If the effect of vesting pursuant to this Section (a) would cause a Stock Option or Successor Stock Option to terminate earlier than if such accelerated vesting had not occurred, then the term of such Stock Option shall not expire earlier than if such accelerated vesting had not occurred.

Change in Control Price over the exercise price thereof (subject to any existing deferral elections then in effect). If the consideration to be paid in a Change in Control is not entirely shares of common stock of an acquiring or resulting corporation, then the Committee may, prior to the Change in Control, provide for the cancellation of outstanding Stock Options at the time of the Change in Control, in whole or in part, for cash pursuant to this provision or may provide for the exchange or conversion of outstanding Stock Options at the time of the Change in Control, in whole or in part, and, in connection with any such provision, may (but shall not be obligated to) permit holders of Stock Options to make such elections related thereto as it determines are appropriate.

5. Incentive Stock Options Not Amended. This Section does not apply to any incentive stock option within the meaning of Section 422 of the Internal Revenue Code.

(b) Restricted Stock Units and Performance Share Units.

3. Settlement of Restricted Stock Units and Performance Share Units.

(c) Other Provisions.

1. Except to the extent required by applicable law, for the entirety of the Protection Period, the material terms of the Plan shall not be modified in any manner that is materially adverse to the Qualifying Participants (it being understood that this Section (c) of this Schedule shall not require that any specific type or levels of equity awards be granted to Qualifying Participants following the Change in Control).

2. During the Protection Period, the Plan may not be amended or modified to reduce or eliminate the protections set forth in Section (c)(1) of this Schedule and may not be terminated.

3. The Company shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Qualifying Participant if the Qualifying Participant prevails on his or her claim for relief in an action (x) by the Qualifying Participant claiming that the provisions of Section (c)(1) or (c)(2) of this Schedule have been violated (but, for avoidance of doubt, excluding claims for Plan benefits in the ordinary course) and (y) if applicable, by the Company or the Qualifying Participant’s employer to enforce post-termination covenants against the Qualifying Participant.

4. This section does not apply to any incentive stock option within the meaning of Section 422 of the Internal Revenue Code.

(d) Definitions.

For purposes of this Schedule, the following terms shall have the following meanings:

2. “Change in Control Price” shall mean, with respect to a share of Common Stock, the higher of (A) the highest reported sales price, regular way, of such share in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed or on the NASDAQ National Market during the 10-day period prior to and including the date of a Change in Control and (B) if the Change in Control is the result of a tender or exchange offer, merger, or other, similar corporate transaction, the highest price per such share paid in such tender or exchange offer, merger or other, similar corporate transaction; provided that, to the extent all or part of the consideration paid in any such transaction consists of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined by the Committee.

4. “Protection Period” shall mean the period beginning on the date of the Change in Control and ending on the second anniversary of the date of the Change in Control.

6. “Qualifying Participants” shall mean those individuals who participate in the Plan (whether as current or former employees) as of immediately prior to the Change in Control.

(e) Application.

This Schedule shall apply to Stock Options, restricted stock unit awards and performance share unit awards under the Plans granted prior to November 24, 2004.

Exhibit 10.11

AMENDMENT ONE

to the

MERCK & CO., INC.

2001 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

(Amended April 19, 2002)

WHEREAS, pursuant to and upon consummation of the Agreement and Plan of Merger, dated March 8, 2009, as amended, by and among, Merck & Co., Inc. (“Merck”), Schering-Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), Schering-Plough Corporation will change its name to Merck & Co. Inc., (“Parent”) and Merck will change its name to Merck Sharp & Dohme Corp. (“MSD”), and will become a wholly-owned subsidiary of Parent;

WHEREAS, under Section 11 of the Merck 2001 Non-Employee Directors Stock Option Plan (the “2001 Directors Plan”), the Board of Directors of Merck may from time to time amend the terms of the 2001 Directors Plan and desires to amend, contingent on and effective upon the consummation of the Transactions, the 2001 Directors Plan to reflect, (i) the change to the stock underlying any stock option awards granted under the 2001 Directors Plan that remain outstanding as of the closing date of the Transactions from the common stock of Merck, par value $0.01 per share (“Merck Common Stock”) to the common stock of Parent, par value $0.50 per share (“Parent Common Stock”); and (ii) other technical changes that are considered necessary for the proper continuation of such outstanding equity grants and the 2001 Directors Plan in light of the Transactions; provided however, for the avoidance of any doubt, if the Transactions is not consummated, all amendments as set forth herein shall be null and void;

NOW, THEREFORE, BE IT

RESOLVED, that in consideration of the premises, the 2001 Directors Plan is hereby amended contingent on and as of the consummation of the Transactions as follows:

1. The first sentence of the Preamble of the 2001 Directors Plan shall be deleted and replaced with the following two sentences:

The 2001 Non-Employee Directors Stock Option Plan (the “Plan”), effective April 24, 2001, was established to attract, retain and compensate for service as members of the Board of Directors of Merck & Co., Inc. (“Merck”). The Plan is amended, effective as of the Closing Date, as such term is defined in Section 1.2 of the Agreement and Plan of Merger dated as of March 8, 2009, by and among Merck, Schering Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), whereby Schering Plough Corporation will be renamed Merck & Co., Inc. (“Parent”) and Merck will be renamed Merck Sharp and Dohme Corp. (“MSD”) and will be a wholly-owned subsidiary of Parent. On and after the Closing Date, references in the Plan to the “Company” shall be read to refer to the “Parent.”

2. Section 1 of the 2001 Directors Plan shall be amended to add the following sentence at the end of Section 1:

Effective as of the Closing Date, only those Non-Employee Directors who served as Non-Employee Directors of Merck prior to the Transactions and who participated in the Plan prior to the Transactions will be participants in the Plan following the Transactions with respect to any options granted prior to the Transactions that remain outstanding as of the Closing Date.

3. Section 2 of the 2001 Directors Plan shall be amended by adding the following sentence to the end of Section 2:

Effective as of the Closing Date, each NQSO that was granted pursuant to the Plan prior to the Transactions and remained outstanding as of the Closing Date, will be exercisable for a share of common stock of the Parent, par value $0.50 per share (“Parent Common Stock”) in lieu of a share of common stock of Merck, par value $0.01 per share. For all purposes of the Plan, effective on the Closing Date, all references to “Merck Common Stock” or “Company’s Common Stock” in the Plan will refer to “Parent Common Stock.”

4. The first sentence of Section 11 of the 2001 Directors Plan shall be amended to read:

This Plan shall be administered by the Board of Directors of Parent.

5. All references in the 2001 Directors Plan to the “Board of Directors” or “Board” shall refer to the Board of Directors of Parent.

6. This amendment is effective as of the Closing Date of the Transactions.

MERCK & CO., INC.

2001 NON-EMPLOYEE DIRECTORS

STOCK OPTION PLAN

(Amended April 19, 2002)

The 2001 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” or “Merck”) 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”) shall participate in this Plan.

2. OPTIONS

Only nonqualified stock options to purchase shares of Merck Common Stock (“NQSOs”) may be granted under this Plan.

3. SHARES AVAILABLE

(a) Number of Shares Available: There is hereby reserved for issuance under this Plan 450,000 shares of Merck Common Stock, par value $0.01 per share, 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 other similar change in the capital 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 subject to any required action by the Board of Directors or the stockholders of the Company and compliance with applicable securities laws.

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 an NQSO to purchase 5,000 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 business 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 average of the high and low prices of Merck Common Stock on the date of the grant as quoted on the New York Stock Exchange, rounded up or down to the nearest 1/100 of a cent ($0.0001).

6. OPTION PERIOD

An NQSO granted under this Plan shall become exercisable in three equal installments, at 12:01 a.m. on the first, second and third anniversaries of the date of grant, and shall expire at 11:59 p.m. on the day before the tenth anniversary thereof (“Option Period”). As used in this Plan, all times shall mean the time for New York, NY.

7. PAYMENT

The NQSO price and any required tax withholding shall be paid in cash in U.S. dollars at the time the NQSO is exercised or in such other manner as permitted for option exercises under the Company’s Incentive Stock Plan applicable to employees of Merck and its affiliates (the “ISP”). If the Compensation and Benefits Committee of the Board of Directors of the Company approves the use of previously owned shares of Common Stock for any portion of the exercise price for NQSOs granted under the ISP, then that same provision also shall apply to this Plan. The NQSOs shall be exercised through the Company’s broker-assisted stock option exercise program, provided such program is available at the time of the option exercise, or by such other means as in effect from time to time for the ISP.

8. CESSATION OF SERVICE

9. RETIREMENT

If a grantee ceases service as a Non-Employee Director and is then at least age 65 with ten or more years of service or age 70 with five or more years of service (such cessation of service is a “Retirement” and begins on the first day after service ends), then any of his/her outstanding NQSOs shall continue to become exercisable in three equal installments, at 12:01 a.m. on the first, second and third anniversaries of the date of grant. All outstanding NQSOs must be exercised by the expiration of the Option Period, or such NQSOs shall be forfeited. Notwithstanding the foregoing, if a grantee dies before the NQSOs are forfeited, Section 10 shall control.

10. DEATH

Upon the death of a grantee, all unvested NQSOs shall become immediately exercisable. 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) 11:59 p.m. on the day before the third anniversary of 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. Notwithstanding the foregoing, if local law applicable to a deceased grantee requires a longer or shorter exercise period, these provisions shall comply with that law.

11. ADMINISTRATION AND AMENDMENT OF THE PLAN

This Plan shall be administered by the Board of Directors of Merck. The Board may delegate to any person or group, who may further so delegate, the Board’s powers and obligations hereunder as they relate to day-to-day administration of the exercise process. 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 an NQSO shall not be made more frequently than every six months unless necessary to comply with applicable laws or regulations. Unless approved by the Company’s stockholders, no adjustments or reduction of the exercise price of any outstanding NQSO shall be made directly or by cancellation of outstanding NQSOs and the subsequent regranting of NQSOs at a lower price to the same individual. 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. An NQSO may not be granted under this Plan after December 31, 2005 but NQSOs granted prior to that date shall continue to become exercisable and may be exercised according to their terms.

12. TRANSFERABILITY

Except as set forth in this section, the NQSOs granted under this Plan shall not be exercisable during the grantee’s lifetime by anyone other than the grantee, the grantee’s legal guardian or the grantee’s legal representative, and shall not be transferable other than by will or by the laws of descent and distribution. NQSOs granted under this Plan shall be transferable during a grantee’s lifetime only in accordance with the following provisions:

The grantee may only transfer an NQSO while serving as a Non-Employee Director of the Company or within one year of ceasing service as a Non-Employee Director due to Retirement as defined in Section 9. The NQSO may be transferred only to the grantee’s spouse, children (including adopted children and stepchildren) and grandchildren (collectively, “Family Members”), to one or more trusts for the benefit of Family Members or, at the discretion of the Board of Directors, to one or more partnerships where the grantee and his Family Members are the only partners, in accordance with the rules set forth in this section. The shall not receive any payment or other consideration for such transfer (except that if the transfer is to a partnership, the grantee shall be permitted to receive an interest in the partnership in consideration for the transfer).

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

15. EFFECTIVE DATE

This Plan shall be effective April 24, 2001 or such later date as stockholder approval is obtained.

16. NO CONSTRAINT ON CORPORATE ACTION

Nothing in this Plan shall be construed (i) to limit or impair or otherwise affect the Company’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or consolidate, liquidate, sell or transfer all or any part of its business or assets, or (ii) except as provided in Section 11, to limit the right or power of the Company or any subsidiary to take any action which such entity deems to be necessary or appropriate.

17. GOVERNING LAW

This Plan, and all agreements hereunder, shall be construed in accordance with and governed by the laws of the State of New Jersey.

Exhibit 10.12

AMENDMENT ONE

to the

MERCK & CO., INC.

1996 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN

(Amended April 27, 1999)

WHEREAS, under Section 11 of the Merck 1999 Non-Employee Directors Stock Option Plan (the “1996 Directors Plan”), the Board of Directors of Merck may from time to time amend the terms of the 1996 Directors Plan and desires to amend, contingent on and effective upon the consummation of the Transactions, the 1996 Directors Plan to reflect, (i) the change to the stock underlying any stock option awards granted under the 1996 Directors Plan that remain outstanding as of the closing date of the Transactions from the common stock of Merck, par value $0.01 per share to the common stock of Parent, par value $0.50 per share; and (ii) other technical changes that are considered necessary for the proper continuation of such outstanding equity grants and the 1996 Directors Plan in light of the Transactions; provided however, for the avoidance of any doubt, if the Transactions is not consummated, all amendments as set forth herein shall be null and void;

NOW, THEREFORE, BE IT

RESOLVED, that in consideration of the premises, the 1996 Directors Plan is hereby amended contingent on and as of the consummation of the Transactions as follows:

1. The first sentence of the Preamble of the 1996 Directors Plan shall be deleted and replaced with the following two sentences:

The 1996 Non-Employee Directors Stock Option Plan (the “Plan”), effective January 1, 1996, was established to attract, retain and compensate for service as members of the Board of Directors of Merck & Co., Inc. (“Merck”). The Plan is amended, effective as of the Closing Date, as such term is defined in Section 1.2 of the Agreement and Plan of Merger dated as of March 8, 2009, by and among Merck, Schering Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”), whereby Schering Plough Corporation will be renamed Merck & Co., Inc. (“Parent”) and Merck will be renamed Merck Sharp and Dohme Corp. (“MSD”) and will be a wholly-owned subsidiary of Parent. On and after the Closing Date, references in the Plan to the “Company” shall be read to refer to the “Parent.”

2. Section 1 of the 1996 Directors Plan shall be amended to add the following sentence at the end of Section 1:

3. Section 2 of the 1996 Directors Plan shall be amended by adding the following sentence to the end of Section 2:

Effective as of the Closing Date, each NQSO that was granted pursuant to the Plan prior to the Transactions and remained outstanding as of the Closing Date, will be exercisable for a share of common stock of the Parent, par value $0.50 per share (“Parent Common Stock”) in lieu of a share of common stock of Merck, par value $0.01 per share. For all purposes of the Plan, effective on the Closing Date, all references to “Merck Common Stock” or the “Company’s Common Stock” in the Plan will refer to “Parent Common Stock.”

4. The first sentence of Section 11 of the 1996 Directors Plan shall be amended to read:

This Plan shall be administered by the Board of Directors of Parent.

5. All references in the 1996 Directors Plan to the “Board of Directors” or “Board” shall refer to the Board of Directors of Parent.

6. This amendment is effective as of the Closing Date of the Transactions.

MERCK & CO., INC.

1996 NON-EMPLOYEE DIRECTORS

STOCK OPTION PLAN

(Amended April 27, 1999)

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 450,000 shares of Merck Common Stock, par value $0.01 per share, 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, , 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 five thousand (5,000) 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 StockExchange 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. Transferability

Except as set forth in this section, the NQSOs granted under this Plan shall not be exercisable during the grantee’s lifetime by anyone other than the grantee, the grantee’s legal guardian or the grantee’s legal representative, and shall not be transferable other than by will or by the laws of descent and distribution. NQSOs granted under this Plan shall be transferable during a grantee’s lifetime only in accordance with the following provisions:

The grantee may only transfer an NQSO while serving as a Non-Employee Director of the Company or within one year of ceasing service as a Non-Employee Director due to retirement as defined in Section 9. The NQSO may be transferred only to the grantee’s spouse, children (including adopted children and stepchildren) and grandchildren (collectively, “Family Members”), to one or more trusts for the benefit of Family Members or, at the discretion of the Board of Directors, to one or more partnerships where the grantee and his Family Members are the only partners, in accordance with the rules set forth in this section. The grantee shall not receive any payment or other consideration for such transfer (except that if the transfer is to a partnership, the grantee shall be permitted to receive an interest in the partnership in for the transfer).

qualifies as a permitted transferee under the rules set forth in this section. In addition, the transferee must sign an agreement that he or she is bound by the rules and regulations the Plans and by the same insider trading restrictions that apply to the grantee. No transfer shall be effective unless the Company has in effect a registration statement filed under the Securities Act of 1933 covering the securities to be acquired by the transferee upon exercise of the NQSO, or the General Counsel of Merck & Co., Inc. has determined that registration of such shares is not necessary.

13. Compliance with SEC Regulations

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 be retained in the service of the Company.

15. Effective Date

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

Exhibit 10.13

MERCK & CO., INC.

SCHERING-PLOUGH

2006 STOCK INCENTIVE PLAN

(As Amended and Restated)

I. ESTABLISHMENT AND PURPOSE

1.1. Transaction . As of the Closing Date (“Closing Date”) of the Agreement and Plan of Merger as of March 8, 2009, by and among Merck & Co., Inc., Schering-Plough Corporation, SP Merger Subsidiary One, Inc. and SP Merger Subsidiary Two, Inc. (the “Merger”), the Schering-Plough Corporation 2006 Stock Incentive Plan is amended and restated as the Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan (the “Plan”) and (1) to reflect the new corporate structure resulting from the Merger, including clarification that the sponsoring entities of the Plan shall be Merck & Co., Inc. (formerly known as Schering-Plough Corporation) (“Parent”) and Schering Corporation, a subsidiary of Parent; (2) to provide that all awards that have been granted pursuant to the Plan to acquire common stock will be exercisable for, or settled in, Shares of the Parent; and (3) to further provide that any award to acquire stock granted after the Merger, will be granted with respect to Parent Shares.

1.2. Purpose . The purpose of the Plan is to enable superior financial performance, as reflected in the performance of Shares and other key financial or operating indicators by (i) providing incentives and rewards to certain Employees who are in a position to contribute materially to the success and long-term objectives of Parent, (ii) aiding in the recruitment and retention of Employees of outstanding ability and (iii) providing Employees an opportunity to acquire or expand equity interests in Parent, thus aligning the interests of such Employees with those of Parent’s shareholders. Parent expects that it will benefit from the added interest that such Employees will have in its welfare as a result of their ownership or increased ownership of Shares.

1.3. Effective Date; Shareholder Approval . The Plan was originally effective as of May 19, 2006, upon the approval of the Plan by the affirmative vote of the holders of a majority of the Shares present in person or by proxy and entitled to vote at the 2006 Annual Meeting of Shareholders of Schering-Plough Corporation. The Plan is being amended and restated effective as of the Closing Date.

II. DEFINITIONS

Capitalized terms used in the Plan have the following meanings, unless another definition is indicated clearly by particular usage and context.

“ Acquired Company ” means any business, corporation or other entity acquired by Schering-Plough or its Affiliates (other than the Parent and Merck Shape & Dohme Corp. after the Closing Date) or Subsidiaries.

“ Acquired Grantee ” means the grantee of a stock-based award of an Acquired Company.

“ Affiliate ” means a corporation or other entity controlled by, controlling or under common control with Parent.

“ Award ” means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to such terms, conditions, restrictions and/or limitations (if any) as the Committee may establish and set forth in the applicable Award Certificate. Awards granted under the Plan may consist of:

(a) “Stock Options” awarded pursuant to Section 4.4;

(b) “Restricted Stock” awarded pursuant to Section 4.5;

(d) “Other Stock-Based Awards” awarded pursuant to Section 4.7;

(e) “Performance Awards”, including “Qualified Performance Awards,” awarded pursuant to Section 4.8; and

(f) “Substitute Awards” awarded pursuant to Section 4.9.

“ Award Certificate ” means the document issued, either in writing or by electronic means, by Schering-Plough to a Participant evidencing the grant of an Award and setting forth the specific terms, conditions, restrictions and limitations applicable to the Award.

“ Beneficiary ” means the person or persons designated by the Participant in accordance with Section 7.6 to acquire the Participant’s right in the Plan in the event of the Participant’s death.

“ Board ” means the Board of Directors of Parent.

“ Change in Control ” means the happening of any of the following events for grants made on or prior to the Closing Date:

(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of securities of Schering-Plough Corporation where such acquisition causes such Person to own more than 50% of either (x ) the then outstanding Shares of Schering-Plough Corporation (the “Outstanding Shares”) or (y) the combined voting power of the then outstanding voting securities of Schering-Plough Corporation entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); provided, however, that for purposes of this subsection (a) the following acquisitions will not constitute a Change in Control: (i) any acquisition directly from Schering-Plough Corporation, (ii) any acquisition by Schering-Plough Corporation, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Schering-Plough Corporation or any corporation controlled by Schering-Plough Corporation or (iv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) below; and provided, further, that if any Person’s beneficial ownership of

the Outstanding Shares or Outstanding Voting Securities reaches or exceeds 50% as a result of a prior transaction, and such Person subsequently acquires beneficial ownership of additional Shares or additional voting securities of Schering-Plough Corporation, such subsequent acquisition will not be treated as an acquisition that causes such Person to own more than 50% of the Outstanding Shares or Outstanding Voting Securities;

(b) during any 12-month period, individuals who, as of the first day of such period, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the beginning of such 12-month period whose election, or nomination for election by the Schering-Plough Corporation’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board;

(c) consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Schering-Plough Corporation, or the acquisition of assets or stock of another entity by Schering-Plough Corporation (each a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were beneficial owners, respectively, of the Outstanding Shares or Outstanding Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectfully, the then outstanding shares of the common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Schering-Plough Corporation or substantially all of Schering-Plough Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Outstanding Shares and Outstanding Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of Schering-Plough Corporation or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, more than 50% of, respectfully, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board on the later of (A) the time of the execution of the initial agreement, (B) the action of the Board providing for such Business Combination or (C) the beginning of the 12-month period ending on the effective date of the Business Combination;

(d) any one Person acquires (or has acquired during any 12-month period ending on the date of the most recent acquisition by such Person) assets of Schering-Plough Corporation having a fair market value equal to or more than 40% of the total gross fair market value of all of the assets of Schering-Plough Corporation immediately prior to such sale, other than an acquisition by (i) a Person who was a shareholder of Schering-Plough Corporation immediately before the asset acquisition in exchange for or with respect to such Person’s Shares, (ii) an entity whose total or voting power immediately after the transfer is at least 50% owned,

directly or indirectly, by Schering-Plough Corporation, (iii) a person or group that, immediately after the transfer, directly or indirectly owns at least 50% of the total value or voting power of the outstanding stock of Schering-Plough Corporation or (iv) an entity whose total value or voting power immediately after the transfer is at least 50% owned, directly or indirectly, by a person described in clause (iii) above; or

(e) the complete liquidation of Schering-Plough Corporation.

The definition of Change in Control for purposes of the Plan is intended to conform to the description of “Change in Control Events” in Treasury Regulation section 1.409A-3(i)(5), or in subsequent IRS guidance describing what constitutes a change in control event for purposes of Code section 409A. Accordingly, no Change in Control will be deemed to occur with respect to a transaction or event described in paragraphs (a) through (e) above unless the transaction or event would constitute a “Change in Control Event” as described in Treasury Regulation section 1.409A-3(i)(5), or in subsequent IRS guidance under Code section 409A.

For grants made after the Closing Date, Change in Control means “change in control” as set forth in the Parent’s Change in Control Separation Benefits Plan; provided, however, that in any event, as to any award under the Plan that consists of deferred compensation subject to Section 409A of the Code, the definition of “Change in Control” shall be deemed modified to the extent necessary to comply with Section 409A of the Code.

“ Change in Control Price ” means (x) on or prior to the Closing Date the higher of (a) the highest reported sales price of a Share in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which Shares may then be listed during the 60-day period prior to and including the effective date of a Change in Control or (b) if the Change in Control is the result of a tender or exchange offer or a business combination, the highest price per Share paid in such tender or exchange offer or business combination; provided, however, that in the case of Stock Options, the Change in Control Price shall be in all cases the Fair Market Value of a Share on the date such Stock Option is exercised or cancelled, and (y) after the Closing Date with respect to Parent shares, the higher of (A) the highest reported sales price, regular way, of such share in any transaction reported on the New York Stock Exchange Composite Tape or other national exchange on which such shares are listed or on the NASDAQ National Market during the ten-day period prior to and including the date of a Change in Control and (B) if the Change in Control is the result of a tender or exchange offer, merger, or other, similar corporate transaction, the highest price per such share paid in such tender or exchange offer, merger or other, similar corporate transaction; provided that, to the extent all of part of the consideration paid in any such transaction consists of securities or other noncash consideration, the value of such securities or other noncash consideration shall be determined by the Committee. To the extent that the consideration paid in any transaction described in clause (b) above consists all or in part of securities or other non-cash consideration, the value of such securities or other non-cash consideration shall be determined in the sole discretion of the Committee.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Committee ” means the Compensation Committee of the Board of Parent, or such other successor committee or subcommittee of the Board formed to act on performance-based compensation for Covered Employees, which is comprised solely of two or more persons who are outside directors within the meaning of Section 162(m)(4)(C)(i) of the Code and the applicable regulations and non-employee directors within the meaning of Rule 16b-3(b)(3) under the Exchange Act.

“ Controlled Group Member ” means Schering-Plough Corporation and each other company that is required to be aggregated with Schering-Plough Corporation under Code Sections 414(b), (c) and (m) on or before the Closing Date and Merck & Co., Inc. after the Closing Date and each other company that is required to be aggregated with Merck & Co., Inc. under Code Sections 414(b), (c) and (m) after the Closing Date.

“ Covered Employee ” means an Employee who is, or who the Committee determines may be, a “covered employee” within the meaning of Section 162(m)(3) of the Code in the fiscal year in which Parent would expect to be able to claim a tax deduction with respect to a Performance Award.

“ Deferred Stock Account ” means a hypothetical bookkeeping account established and maintained by Schering-Plough on behalf of a Participant pursuant to Section 4.6(a) to track Deferred Stock Units awarded to the Participant pending the distribution of Shares in settlement of such units.

“ Deferred Stock Unit ” means the Award of an unfunded contractual right granted under Section 4.6 to receive one Share in the future, subject to any restrictions, as the Committee, in its discretion, may determine.

“ Disabled ” or “ Disability ” means an inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months.

“ Dividend Equivalent ” means an amount equal to the cash dividend or the Fair Market Value of the stock dividend that would be paid on each Share underlying an Award if the Share were duly issued and outstanding on the dividend record date.

“ Effective Date ” means May 19, 2006.

“ Employee ” means any individual who performs services as a common law employee for Parent or an Affiliate or Subsidiary.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ Exercise Price ” means the price per Share, as fixed by the Committee, at which Shares may be purchased under a Stock Option.

“ Fair Market Value ” of a Share means either:

(a) The closing sales price of a Share as reported on the New York Stock Exchange on the applicable date,

(b) If no sales of Shares are reported for such date, the mean between the bid and asked price of a Share on such Exchange at the close of the market on such date, or

(c) In the event that the method for determining fair market value described in clauses (a) or (b) is not practicable, the fair market value of a Share determined in accordance with any other reasonable method approved by the Committee in its discretion.

“ GAAP ” means United States generally accepted accounting principles.

“ Incentive Stock Option ” means a Stock Option granted under Section 4.4 of the Plan that meets the requirements of Section 422 of the Code and any regulations or rules promulgated thereunder and is designated in the Award Certificate to be an Incentive Stock Option.

“ Involuntary Termination ” means a Termination of Employment initiated by Parent or an Affiliate or Subsidiary other than a Termination for Cause or a Termination Due to Business Divestiture.

“ Nonqualified Stock Option ” means any Stock Option granted under Section 4.4 of the Plan that is not an Incentive Stock Option.

“ Other Stock-Based Award ” means an Award (other than a Stock Option, Restricted Stock or Deferred Stock Unit) granted under Section 4.7 of the Plan that consists of, or is denominated in, payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares.

“ Parent ” means Schering-Plough Corporation on or before the Closing Date and Merck & Co., Inc. after the Closing Date.

“ Participant ” means an Employee or Acquired Grantee whose Award under the Plan has not been expired, cancelled or forfeited.

“ Performance Award ” means an Award granted under Section 4.8 of the Plan that is granted, vested or paid solely on account of the attainment of a specified performance target in relation to one or more Performance Measures.

“ Performance Cycle ” means a period typically measured by Parent’s fiscal year or years over which the level of attainment of one or more Performance Measures shall be assessed; provided, however, that the Committee, in its discretion, may determine to designate a Performance Cycle that is less than a full fiscal year.

“ Performance Measure ” means, with respect to any Performance Award, the business criteria selected by the Committee to measure the level of performance of Parent during a Performance Cycle. The Committee may select as the Performance Measure for a Performance Cycle any one or combination of the following corporate measures, as interpreted by the Committee:

(a)

Net operating profit after taxes;

(b) Operating profit before taxes;

(d) Return on assets or net assets;

(e) Total shareholder return;

(f) Total shareholder return (as compared with a peer group of Parent);

(g) Earnings before income taxes;

(h) Earnings per Share;

(i) Net income;

(j) Free cash flow;

(k) Free cash flow per Share;

(l) Revenue (or any component thereof);

(m) Revenue growth;

(n) Share performance;

(o) Relative Share performance;

(p) Economic value added; and/or

(q) Return on capital.

“ Plan ” means the Merck & Co., Inc. Schering-Plough 2006 Stock Incentive Plan, as set forth in this document and as may be amended from time to time.

“ Prior Plan ” means the Schering-Plough Corporation 2002 Stock Incentive Plan.

“ Qualified Performance Award ” means a Performance Award that is intended by the Committee to meet the requirements for “qualified performance-based compensation” within the meaning of Code Section 162(m) and Treasury Regulation
Section 1.162-27(e).

“ Qualified Performance Award Determination Period ” means the period within which Committee determinations regarding Performance Measures, targets and payout formulas in connection with a Qualified Performance Award must be made. The Qualified Performance Award Determination Period is the period beginning on the first day of a Performance Cycle and ending no later than 90 days after commencement of the Performance Cycle; provided, however, that in the case of a Performance Cycle that is less than 12 months in duration, the Qualified Performance Award Determination Period shall end no later than the date on which 25% of the Performance Cycle has elapsed.

“ Reporting Person ” means an Employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act.

“ Restricted Stock ” means Shares issued pursuant to Section 4.5, which are subject to such restrictions as the Committee, in its discretion, shall impose.

“ Restriction Period ” means the period of time during which the Restricted Stock Awards will remain subject to restrictions imposed by the Committee and set forth in the Award Certificate.

“ Retirement ” means, for purposes of a particular Award, an Employee’s “retirement” as defined in the Committee’s grant guidelines in effect as of the date the Award is granted to the Employee or, if no such grant guidelines are in effect as of the date of grant (or if such guidelines are in effect, but do not define “retirement”), an Employee’s Termination of Employment on or after the earliest date the Employee is eligible to retire under the tax-qualified retirement plans of Parent or its Affiliates or Subsidiaries applicable to U.S.-based Employees in which the Employee is a participant, or in the case of a non-U.S. Employee, under the Worldwide Retirement Plan.

“ Schering-Plough ” means Schering-Plough Corporation, Schering Corporation and Schering Corporation’s subsidiaries on or prior to the Closing Date and Merck & Co., Inc., Schering Corporation and Schering Corporation’s subsidiaries after the Closing Date.

“ Section 409A Specified Employee ” means a “specified employee” within the meaning of Section 409A(2)(B)(i) of the Code, as amended, as determined by the Committee.

“ Shares ” means shares of common stock, $0.50 par value per share, of Schering-Plough Corporation through the Closing Date and thereafter, $0.50 par value per share of Merck & Co., Inc.

“ Stock Option ” means a right granted under Section 4.4 of the Plan to purchase from the Parent a stated number of Shares at the Exercise Price. Stock Options awarded under the Plan shall be in the form of either Incentive Stock Options or Nonqualified Stock Options.

“ Subsidiary ” means any corporation, partnership, joint venture or other entity during any period in which at least a 50% voting or profit interest is owned, directly or indirectly, by Parent or any successor to Parent.

“ Termination Due to Business Divestiture ” means a Termination of Employment due to a transaction or series of related transactions (other than a transaction or series of transactions that are a part of a Change in Control) that result in a divestiture, sale, transfer, assignment or other disposition of any division, subsidiary, business unit, product line or group, or any other asset of Schering-Plough or any of its affiliates.

“ Termination for Cause ” shall have the definition prescribed in the current employment agreement, if any, between Schering-Plough and the relevant Employee or, in the absence of such definition, shall mean a Termination of Employment initiated by Schering-Plough or an Affiliate or Subsidiary incident to or connected with a determination that the Employee has engaged in misappropriation, theft, embezzlement, kick-backs, bribery or similar deliberate, gross or willful misconduct or dishonest acts or omissions. Termination for Cause shall also include such a Termination of Employment incident to or in connection with acts or omissions of the Employee that the Committee reasonably determines to be willfully or wantonly harmful to, or detrimental to the interests of, Schering-Plough or any of its Affiliates or Subsidiaries, monetarily or otherwise.

“ Termination of Employment ” means the date of cessation of an Employee’s employment relationship with Schering-Plough and any Affiliate or Subsidiary for any reason, with or without cause, as determined by Schering-Plough. A transfer of an Employee between and among Schering-Plough, an Affiliate or a Subsidiary shall not be deemed a Termination of Employment for purposes of the Plan. Notwithstanding the foregoing, the date of an Employee’s Termination of Employment for purposes of determining the date that any payment or benefit that is treated as nonqualified deferred compensation under Section 409A of the Code is to be paid or provided (or in determining whether an exemption to such treatment applies), and for purposes of determining whether the Employee is a Section 409A Specified Employee on the termination date, shall be the date on which the Employee has incurred a “separation from service” within the meaning of Treasury Regulation section 1.409A-1(h), or in subsequent IRS guidance under Code section 409A.

III. ADMINISTRATION

3.1. The Committee . The Plan shall be administered by the Committee.

3.2. Authority of the Committee . The Committee shall have authority, in its sole and absolute discretion and consistent with applicable law and regulation, and subject to the terms of the Plan, to:

(a) Interpret and administer the Plan and any instrument or agreement relating to the Plan;

(b) Prescribe the rules and regulations that it deems necessary for the proper operation and administration of the Plan, and amend or rescind any existing rules or regulations relating the Plan;

(d) Determine the form of an Award, the number of Shares subject to each Award, all the terms and conditions of an Award, including, without limitation, the conditions on exercise or vesting, the designation of Stock Options as Incentive Stock Options or Nonqualified Stock Options, and the circumstances in which an Award may be settled in cash or Shares or may be cancelled, forfeited or suspended, and the terms of the Award Certificate;

(e) Determine whether Awards will be granted singly, in combination or in tandem;

(f) Establish and interpret Performance Measures in connection with Performance Awards, evaluate the level of performance over a Performance Cycle and, in the case of Qualified Performance Awards, certify the level of performance attained with respect to Performance Measures;

(g) Waive or amend any terms, conditions, restrictions or limitations on an Award, except that the prohibition on the repricing of Stock Options, as described in Section 4.4(h), and the limitations on elections to defer payment of Deferred Stock Units, as described in Section 4.6(e), may not be waived;

(h) Except to the extent that any such action would result in the imposition on a Participant of an “additional tax” under Section 409A of the Code, accelerate the vesting, exercise or lapse of restrictions on an Award when such action or actions would be in the best interest of Schering-Plough;

(i) Make any adjustments permitted by the Plan (including but not limited to adjustment of the number of Shares available under the Plan or any Award) and any Award granted under the Plan as may be appropriate pursuant to Article V;

(j) Subject to the requirements of Section 409A of the Code, determine under which circumstances Awards may be deferred and the extent to which a deferral will be credited with Dividend Equivalents and interest thereon;

(k) Determine whether a Nonqualified Stock Option or Restricted Stock Award may be transferable to family members, a family trust or a family partnership;

(l) Establish any sub-plans and make any modifications to the Plan that the Committee may determine to be necessary to implement and administer the Plan in countries outside the United States;

(m) Appoint such agents as it shall deem appropriate for proper administration of the Plan; and

(n) Take any and all other actions it deems necessary or advisable for the proper operation or administration of the Plan.

3.3. Committee Determinations . All determinations of the Committee shall be made in its sole discretion, in the best interest of the Parent, not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals. Committee determinations shall be made by a majority of its members present at a meeting at which a quorum is present and shall be final, conclusive and binding on all persons having an interest in the Plan and any Awards granted under the Plan. Any determination of the Committee that is reduced to writing and signed by all of the members of the Committee shall be as fully effective as if it had been made at a meeting duly held.

3.4. Delegation of Authority . The Committee, in its discretion and consistent with applicable law and regulations, may delegate some or all of its authority and duties under the Plan to such other individual, individuals or committee as it may deem advisable, under such conditions and subject to such limitations as the Committee may establish. Notwithstanding the foregoing, only the Committee shall have authority to grant and administer Awards to Covered Employees and other Reporting Persons, to establish and certify Performance Measures for Qualified Performance Awards and to grant Awards to any Employee who is acting as a delegate of the Committee in respect of the Plan.

3.5. Employment of Advisors . The Committee may employ attorneys, consultants, accountants and other advisors, and the Committee, Schering-Plough and the officers and directors of Schering-Plough may rely upon the advice, opinions or valuations of the advisors employed.

3.6. No Liability . No member of the Committee, nor any person acting as a delegate of the Committee in respect of the Plan, shall be liable for any losses incurred by any person resulting from any action, interpretation or construction made in good faith with respect to the Plan or any Award granted under the Plan.

IV. AWARDS

4.1. Eligibility . All Employees shall be eligible to receive Awards under the Plan.

4.2. Participation . The Committee, at its sole discretion, shall select from time to time Participants from those persons eligible under Section 4.1 to receive Awards under the Plan.

4.3. Forms of Award . Awards shall be in the form determined by the Committee, in its discretion, and shall be evidenced by an Award Certificate. Awards may be granted singly or in combination or tandem with other Awards.

4.4. Stock Options . The Committee may grant Stock Options under the Plan to those Employees whom the Committee may from time to time select, in the amounts and pursuant to such other terms and conditions that the Committee, in its discretion, may determine and set forth in the Award Certificate, subject to the following provisions.

(a) Form . Stock Options granted under the Plan may, at the discretion of the Committee, be in the form of Nonqualified Stock Options, Incentive Stock Options or a combination of the two, subject to the restrictions set forth in paragraph (g) below with respect to grants of Incentive Stock Options. The Committee shall designate the form of the Stock Option at the time of grant and such form shall be specified in the Award Certificate. Where both a Nonqualified Stock Option and an Incentive Stock Option are granted to an Employee at the same time, such Awards shall be deemed to have been granted in separate grants, shall be clearly identified, and in no event will the exercise of one such Award affect the right to exercise the other Award.

(b) Amount of Shares . The Committee may grant Stock Options to an Employee in such amounts as the Committee may determine, subject to the limitations set forth in Section 5.1 of the Plan. The number of Shares subject to a Stock Option shall be set forth in the Award Certificate.

(c) Exercise Price . The Exercise Price of Stock Options granted under the Plan shall be determined by the Committee at the time of grant and set forth in the Award Certificate. In no event shall the Exercise Price with respect to any Share subject to a Stock Option be set at a price that is less than the grant date Fair Market Value of a Share.

(d) Option Term . Except as otherwise provided in paragraph (e)(v) of this Section 4.4, all Stock Options granted under the Plan shall lapse no later than the tenth anniversary of the date of grant.

(e) Timing of Exercise . Except as the Committee may otherwise determine at the time of grant, and subject to (1) the Committee’s authority under Section 3.2(g) to waive or amend any terms, conditions, limitations or restrictions of an Award, (2) Section 5.4 relating to Changes in Control and (3) the special forfeiture provisions of Section 7.2, each Stock Option granted under the Plan shall be exercisable in whole or in part, subject to the following conditions, limitations and restrictions.

(i) Vesting . The Committee will determine and set forth in the Award Certificate the date on which the Stock Options subject to the Award may first be exercised. Unless the Award Certificate provides otherwise, and except as otherwise provided in this Section 4.4(e) and in Section 5.4 relating to Changes in Control, no Stock Option shall be exercisable prior to the one-year anniversary of the date of grant.

(ii) Retirement . Upon a Participant’s Retirement,

(A) All Stock Options granted to the Participant during the one-year period immediately preceding the Participant’s Retirement date that have not become exercisable as of the such Retirement date shall be forfeited;

(B) All Stock Options granted to the Participant more than one year prior to the Participant’s Retirement date that have not become exercisable as of such Retirement date shall continue to become exercisable in accordance with the vesting schedule set out in the applicable Award Certificate; and

(C) To the extent that Stock Options have become exercisable as of the Participant’s Retirement date, or become exercisable after such date in accordance with paragraph (B) above, such Stock Options must be exercised, if at all, within five years after the Participant’s Retirement date, or, if earlier, no later than the original expiration date of the Stock Option.

(D) In the event the Participant’s death occurs after Retirement, the Participant’s Stock Options that have not become exercisable in accordance with paragraph (B) as of the date of the Participant’s death shall become immediately exercisable and all of the Participant’s Stock Options must be exercised, if at all, within the later of (x) five years from the Participant’s Retirement date or, if earlier, the original expiration date of Stock Option and (y) one year from the Participant’s date of death.

(iii) Termination Due to Business Divestiture . Upon a Participant’s Termination Due to Business Divestiture, all Stock Options granted to the Participant that have not become exercisable as of the date of such Termination Due to Business Divestiture shall become immediately exercisable and must be exercised, if at all, within five years after such termination date, but in no event later than the original expiration date of the Stock Option.

(iv) Disability . Upon the Disability of a Participant, all Stock Options granted to the Participant that have not become exercisable as of the date of Disability shall become immediately exercisable and shall remain exercisable for the full duration of the Stock Option’s original term.

(v) Death . Upon a Participant’s Termination of Employment due to his or her death during the term of a Stock Option, all Stock Options held by the Participant at the time of his or her death that are not already exercisable shall become immediately exercisable and all Stock Options shall remain exercisable for the longer of (A) the full duration of the Stock Option’s original term and (B) one year from the Participant’s date of death. Stock Options of a deceased Participant may be exercised only by the Participant’s Beneficiary or, if none, by the legal representative of the Participant’s estate or by the person given authority to exercise such Stock Options by the Participant’s will or by operation of law. In the event a Stock Option is exercised by the executor or administrator of a deceased Participant, or by the person or persons to whom the Stock Option has been transferred under the Participant’s will or the applicable laws of descent and distribution, Parent shall be under no obligation to deliver Shares unless and until Parent is satisfied that the person or persons exercising the Stock Option is or are the duly appointed executor(s) or administrator(s) of the deceased Participant or the person to whom the Stock Option has been transferred under the Participant’s will or by the applicable laws of descent and distribution.

(vi) Other Terminations . Upon an Employee’s Termination of Employment for any reason other than death, Disability, Retirement, Termination Due to Business Divestiture or Termination for Cause, all Stock Options that have not become exercisable as of the date of termination shall be forfeited and to the extent that Stock Options have become exercisable as of such date, such Stock Options must be exercised, if at all, within three months after such Termination of Employment (one year in the case of an Involuntary Termination), but in no event later than the original expiration date of the Stock Option.

(f) Method of Exercise; Payment of Exercise Price . A Stock Option may be exercised by giving written notice to Parent specifying the number of Shares to be purchased, which shall be accompanied by full payment of the Exercise Price plus applicable taxes, if any. No Stock Option shall be exercised for less than the lesser of 100 Shares or the full number of Shares for which the Stock Option is then exercisable. No stock certificates shall be registered and delivered, and no Participant shall have any rights to dividends or other rights of a

shareholder with respect to Shares subject to the Stock Option until the Participant has given written notice of exercise, made full payment of the Exercise Price for such Shares (including taxes) and, if requested by Parent, has given the representation described in Section 7.4. Payment of the Exercise Price may be made in cash or by certified check, bank draft, wire transfer, or postal or express money order. In addition, at the discretion of the Committee, payment of all or a portion of the Exercise Price may be made by —

(i) Delivering a properly executed exercise notice to Parent or its agent, together with irrevocable instructions to a broker to deliver promptly to Parent the amount of sale proceeds with respect to the portion of the Shares to be acquired having a Fair Market Value on the date of exercise equal to the sum of the applicable portion of the Exercise Price being so paid;

(ii) Tendering (actually or by attestation) to Parent previously acquired Shares that have been held by the Participant for at least six months, subject to paragraph (iv), and that have a Fair Market Value on the day prior to the date of exercise equal to the applicable portion of the Exercise Price being so paid, provided that the Board has specifically approved the repurchase of such Shares (unless such approval is not required by the terms of the By-Laws of Parent) and the Committee has determined that, as of the date of repurchase, Parent is, and after the repurchase will continue to be, able to pay its liabilities as they become due; or

(iii) Provided such payment method has been expressly authorized by the Board or the Committee in advance and subject to any requirements of applicable law and regulations, instructing Parent to reduce the number of Shares that would otherwise be issued by such number of Shares as have in the aggregate a Fair Market Value on the date of exercise equal to the applicable portion of the Exercise Price being so paid.

(iv) The Committee, in consideration of applicable accounting standards, may waive any holding period on Shares required to tender pursuant to clause (ii).

(g) Incentive Stock Options . Incentive Stock Options granted under the Plan shall be subject to the following additional conditions, limitations and restrictions:

(i) Eligibility . Incentive Stock Options may be granted only to Employees of Parent or an Affiliate or Subsidiary that is a “subsidiary” or “parent corporation”, within the meaning of Code Section 424, of Parent. In no event may an Incentive Stock Option be granted to an Employee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of Parent or such Affiliate or Subsidiary.

(ii) Timing of Grant . No Incentive Stock Option shall be granted under the Plan after the 10-year anniversary of earlier of (A) the date the Plan is adopted by the Board and (B) the date the Plan is approved by Parent’s shareholders.

(iii) Amount of Award . The aggregate Fair Market Value on the date of grant of the Shares with respect to which such Incentive Stock Options first become

exercisable during any calendar year under the terms of the Plan for any Participant may not exceed $100,000. For purposes of this $100,000 limit, the Participant’s Incentive Stock Options under this Plan and all Plans maintained by Parent and its Affiliates and Subsidiaries shall be aggregated. To the extent any Incentive Stock Option first becomes exercisable in a calendar year and such limit would be exceeded, such Incentive Stock Option shall thereafter be treated as a Nonqualified Stock Option for all purposes.

(iv) Timing of Exercise . In the event that an Incentive Stock Option is exercised by a Participant more than three months after a Participant’s Termination of Employment (or more than 12 months after the Participant is Disabled), such Incentive Stock Option shall thereafter be treated as a Nonqualified Stock Option for all purposes. For this purpose, an Employee’s employment relationship shall be treated as continuing intact while the Employee is on military leave, sick leave or other bona fide leave of absence (such as temporary employment with the Government) duly authorized in writing by Parent if the period of such leave does not exceed three months or, if longer, so long as the Employee’s right to reemployment with Parent or an Affiliate or Subsidiary is guaranteed either by statute or by contract. If the period of leave exceeds three months and the Employee’s right to reemployment is not guaranteed either by statute or by contract, the employment relationship will be deemed to terminate on the first date immediately following such three-month period.

(v) Transfer Restrictions . In no event shall the Committee permit an Incentive Stock Option to be transferred by a Participant other than by will or the laws of descent and distribution, and any Incentive Stock Option granted hereunder shall be exercisable, during his or her lifetime, only by the Participant.

(h) No Repricing . Except as otherwise provided in Section 5.3, in no event shall the Committee decrease the Exercise Price of a Stock Option after the date of grant or cancel outstanding Stock Options and grant replacement Stock Options with a lower Exercise Price without first obtaining the approval of the holders of a majority of the Shares present in person or by proxy at a meeting of Parent’s shareholders and entitled to vote at such meeting.

4.5. Restricted Stock . The Committee may grant Restricted Stock under the Plan to such Employees as the Committee may from time to time select, in such amounts and subject to such terms, conditions and restrictions (including, without limitation, transfer restrictions) and Restriction Periods as the Committee, in its discretion, may determine and set forth in the Award Certificate. The Committee, in its discretion, may condition an Award of Restricted Stock on the Participant giving the representation described in Section 7.4.

(a) Payment of Restricted Stock . As soon as practicable after Restricted Stock is awarded, a certificate or certificates for all such Shares of Restricted Stock shall be registered in the name of the Participant and, at the discretion of Parent, be either (i) delivered to the Participant or (ii) held by Parent on behalf of the Participant until all restrictions have lapsed. The Participant shall thereupon have all the rights of a shareholder with respect to such Shares, including the right to vote and receive dividends or other distributions made or paid with respect to such Shares, except that such Shares shall be subject to the forfeiture provisions of clause (i) below. The Committee may, in its discretion, impose and set forth in the Award Certificate

such other restrictions on Restricted Stock for such Restriction Period or Periods as it deems appropriate. Except as the Committee may otherwise determine, and subject to (1) the Committee’s authority under Section 3.2 to waive or amend any terms, conditions, limitations or restrictions of an Award, (2) Section 5.4 relating to Changes in Control and (3) the special forfeiture provisions of Section 7.2, such Shares shall be subject to the following provisions.

(i) Forfeiture and Lapse of Restriction . Shares of Restricted Stock shall be forfeited by a Participant upon the Participant’s Termination of Employment during the Restriction Period for any reason other than the Participant’s death, Disability or Termination Due to Business Divestiture. Subject to clause (ii) below and Section 5.4 relating to Changes in Control, restrictions on Shares of Restricted Stock shall lapse at the end of the Restriction Period set forth in the Award Certificate.

(ii) Accelerated Lapse . Notwithstanding the foregoing, all restrictions on Shares of Restricted Stock shall immediately lapse upon the death or Disability of the Participant. The Committee may, in its discretion, provide in the applicable Award Certificate that restrictions on Shares of Restricted Stock shall also lapse upon the Participant’s Retirement or Involuntary Termination.

(b) Legend . In order to enforce any restrictions that the Committee may impose on Restricted Stock, the Committee shall cause a legend or legends setting forth a specific reference to such restrictions to be placed on all certificates for Shares of Restricted Stock. As restrictions are released, a new certificate, without the legend, for the number of Shares with respect to which restrictions have been released shall be issued and delivered to the Participant as soon as possible thereafter.

4.6. Deferred Stock Units . The Committee may grant Deferred Stock Units under the Plan to those Employees whom the Committee may from time to time select, in such amounts and pursuant to such other terms and conditions that the Committee, in its discretion, may determine and set forth in the Award Certificate, subject to the following provisions.

(a) Deferred Stock Account . Deferred Stock Units awarded to a Participant shall be credited to a Deferred Stock Account established and maintained by Schering-Plough on behalf of the Participant. No Participant shall be a shareholder with respect to any Shares underlying Deferred Stock Units credited to his Deferred Stock Account, nor shall the Participant (or the Participant’s Beneficiary) have any right to or interest in any specific assets of Parent or its Affiliates or Subsidiaries, including any Shares reserved for issuance under the Plan, until such Shares are actually distributed to the Participant.

(b) Dividend Equivalents . Unless the Committee determines otherwise at the time of grant and sets forth in the applicable Award Certificate, in the event of Parent’s payment of dividends on Shares, Dividend Equivalents shall be applied as follows.

(i) Stock Dividends . Dividend Equivalents relating to stock dividends shall be credited to a Participant’s Deferred Stock Account as of the dividend payment date in the form of additional Deferred Stock Units, based on the Fair Market Value of a Share on the dividend payment date.

(ii) Non-Stock Dividends . Dividend Equivalents relating to dividends other than stock dividends shall be distributed immediately to the Participant as additional compensation on the dividend payment date.

(c) Payment of Shares . Unless the Award Certificate provides otherwise, subject to paragraph (d) below and Section 5.4 relating to Changes in Control, Deferred Stock Units shall be paid in Shares, at the rate of one Share per each Deferred Stock Unit, at such time or times and in such manner as the Committee shall determine at the time of grant and set forth in the applicable Award Certificate, which can be either:

(i) Lump Sum . A single lump sum payable on a specified date not earlier than the six-month anniversary of the date the Deferred Stock Units were awarded to the Participant, or

(ii) Installments . In a set number of equal or unequal periodic installments commencing on a specified date not earlier than the six-month anniversary of the date the Deferred Stock Units were awarded to the Participant.

The timing and form of payment of Shares in settlement of Deferred Stock Units shall be set forth in the Award Certificate at the time of grant and, to the extent such Deferred Stock Units are subject to the requirements of Section 409A of the Code, shall not be subject to modification or acceleration by the Committee, except as provided in paragraph (d) below and in Section 5.4. The Committee, in its discretion, may condition the issuance of Shares in connection with Deferred Stock Units on the Participant giving the representation described in Section 7.4.

(d) Termination and Forfeiture . Unless the Award Certificate provides otherwise, and subject to (1) the Committee’s authority under Section 3.2 to waive or amend any terms, conditions, limitations or restrictions of an Award, (2) Section 5.4 relating to Changes in Control and (3) the special forfeiture provisions of Section 7.2, any undistributed Deferred Stock Units remaining in a Participant’s Deferred Stock Account shall be forfeited by the Participant upon the Participant’s Termination of Employment for any reason other than other than the death, Disability, Retirement, Termination Due to Business Divestiture or Involuntary Termination of the Participant.

(i) Death . Upon the death of a Participant prior to full payment of the Participant’s Deferred Stock Account, the remaining balance of the Participant’s Deferred Stock Account shall be paid in Shares to the Participant’s Beneficiary or, if none, to the legal representative of the Participant’s estate or to the person to whom the Participant’s Deferred Stock Unit payment rights are transferred under Participant’s will or by operation of law, in a single lump sum payment as soon as administratively feasible after the Participant’s death, but in no event later than the last day of the calendar year of the Participant’s death or, if later, the 15 ^th day of the third month following the Participant’s death. Parent shall be under no obligation to deliver Shares in satisfaction of a Deferred Stock Unit unless and until Parent is satisfied that the person or persons to whom the Shares are being transferred are the duly appointed executor(s) or administrator(s) of the deceased Participant or the person to whom the Deferred Stock Units have been transferred under the Participant’s will or by the applicable laws of descent and distribution.

(ii) Disability . In the event a Participant becomes Disabled prior to full payment of the Participant’s Deferred Stock Account, the remaining balance of the Participant’s Deferred Stock Account shall be paid in Shares at the scheduled time and in the scheduled manner set out in the applicable Award Certificate at the time of grant; provided, however that the Committee may determine at the time of grant and set forth in an Award Certificate that if the Participant becomes Disabled prior to the scheduled payment date or dates of the Deferred Stock Units, the remaining balance the Participant’s Deferred Stock Account shall be paid to the Participant in a single lump sum distribution as soon as administratively feasible after the date the Participant becomes Disabled, but in no event later than the last day of the calendar year in which the Participant becomes Disabled or, if later, the 15 ^th day of the third month following the date the Participant becomes Disabled.

(iii) Retirement . Upon the Retirement of a Participant prior to full payment of the Participant’s Deferred Stock Account, the Participant shall forfeit all unpaid Deferred Stock Units that were awarded to the Participant during the one-year period immediately preceding the Participant’s Retirement date and all other Deferred Stock Units remaining in the Participant’s Deferred Stock Account shall be paid at the scheduled time and in the scheduled manner set out in the applicable Award Certificate at the time of grant; provided, however that the Committee may determine at the time of grant and set forth in an Award Certificate that the entire unpaid balance of the Participant’s Deferred Stock Account shall be forfeited upon the Participant’s Retirement. Alternatively, to the extent permitted under Section 409A of the Code, the Committee may determine at the time of grant and set forth in an Award Certificate that, in the event of the Participant’s Retirement prior to the scheduled payment date or dates of the Deferred Stock Units, the remaining balance the Participant’s Deferred Stock Account shall be paid to the Participant in a single lump sum distribution as soon as administratively feasible after the Participant’s Retirement date, but in no event later than the last day of the calendar year in which the Participant retires or, if later, the 15 ^th day of the third month following the date of the Participant’s Retirement. Notwithstanding the forgoing, if the Participant is a Section 409A Specified Employee on his or her Retirement date, payment may not be made earlier than the six-month anniversary of the Participant’s Retirement date.

(iv) Termination Due to Business Divestiture . Upon a Participant’s Termination Due to Business Divestiture prior to full payment of the Participant’s Deferred Stock Account, the remaining balance of the Participant’s Deferred Stock Account shall be paid in Shares at the scheduled time and in the scheduled manner set out in the applicable Award Certificate at the time of grant. Alternatively, to the extent permitted under Section 409A of the Code, the Committee may determine at the time of grant and set forth in an Award Certificate that, in the event of the Participant’s Termination Due to Business Divestiture prior to the scheduled payment date or dates of the Deferred Stock Units, the remaining balance the Participant’s Deferred Stock Account shall be paid to the Participant in a single lump sum distribution as soon as

administratively feasible after the Participant’s termination date, but in no event later than the last day of the calendar year of the Participant’s termination or, if later, the 15 ^th day of the third month following the date of the Participant’s termination. Notwithstanding the forgoing, if the Participant is a Section 409A Specified Employee on his or her termination date, payment may not be made earlier than the six-month anniversary of the Participant’s termination date.

(v) Involuntary Termination . Upon the Involuntary Termination of a Participant prior to full payment of the Participant’s Deferred Stock Account, the Participant shall forfeit —

(A) All unpaid Deferred Stock Units that were awarded to the Participant during the one-year period immediately preceding the Participant’s Involuntary Termination date; and

(B) A prorated portion of the remaining Deferred Stock Units under each Deferred Stock Unit Award determined by subtracting from the number of unpaid Deferred Stock Units remaining under such Award the product of (I) the number of unpaid Deferred Stock Units remaining under such Award, multiplied by (II) a fraction, the numerator of which is the number of full months worked by the Participant between the date of grant and the Involuntary Termination date, and the denominator of which is the total number of full months between the date of grant and the originally scheduled payment date.

All other Deferred Stock Units remaining in the Participant’s Deferred Stock Account shall be paid at the scheduled time and in the scheduled manner set out in the applicable Award Certificate at the time of grant.

(e) Payment Deferrals . Subject to the requirements of Section 409A of the Code, the Committee may from time to time and on a case by case basis permit a Participant to elect to defer payment of his Deferred Stock Units, or change the form of payment of Shares issued in connection with Deferred Stock Units. Elections to defer the payment date or change the form of payment shall be subject to the following limitations, which may not be waived by the Committee:

(i) Such election must be made, if at all, no less than 12 months prior to the originally scheduled payment date set out in the Award Certificate for the Deferred Stock Units with respect to which the election is made;

(ii) Such election may not take effect until at least 12 months after the date on which the election is made; and

(iii) Except with respect to an election to receive payment upon Disability, the first scheduled payment must be deferred pursuant to the election for a period of at least five years from the original payment date set out in the Award Certificate for the Deferred Stock Units with respect to which the election is made.

For purposes of Section 409A of the Code, each scheduled installment payment under a Deferred Stock Unit Award shall be deemed to be a separate payment.

(f) Committee Discretion . Notwithstanding anything in the Plan to the contrary (including anything in Section 3.2 relating to the authority of the Committee or Section 5.4 relating to Changes in Control) in no event shall the Committee have discretion under the Plan to accelerate the payment date or deferred payment date of Deferred Stock Units, except to the extent permitted under Section 409A of the Code and applicable U.S. Treasury Department or Internal Revenue Service guidance issued in connection with Section 409A of the Code.

4.7. Other Stock-Based Awards . Subject to compliance with the requirements of Section 409A of the Code, the Committee may, from time to time, grant to an Employee Other Stock-Based Awards under the Plan. These Awards may include, among other things Shares, restricted stock options, stock appreciation rights that are settled in Shares, and phantom or hypothetical Shares. The Committee shall determine, in its discretion, the terms, conditions, restrictions and limitations, if any, that shall apply to Other Stock-Based Awards granted pursuant to this Section 4.7 (including whether Dividend Equivalents shall be credited or paid with respect to any such Award), which terms, conditions, restrictions and/or limitations shall be set forth in the Award Certificate. The Committee, in its discretion, may condition the delivery of Shares in connection with an Award under this Section 4.7 on the Participant giving the representation described in Section 7.4.

4.8. Performance Awards . The Committee may grant Performance Awards under the Plan only to such Employees as the Committee may from time to time select, in such amounts and subject to such terms and conditions as the Committee, in its discretion, may determine. Performance Awards granted under the Plan shall be subject to the following provisions.

(a) General . Performance Awards that are not Qualified Performance Awards shall be based on such Performance Cycles, Performance Measures and vesting or payout formulas (which may be the same as or different than those applicable to Performance Awards that are designated as Qualified Performance Awards) as the Committee, in its discretion, may establish for such purposes.

(b) Form of Payment . Performance Awards may be paid in cash, Shares, Stock Options, Restricted Stock, Deferred Stock Units, Other Stock-Based Awards or any combination of the foregoing in such proportions as the Committee may determine, in its discretion, and set forth in the Award Certificate. To the extent that a Performance Award is paid in Shares, Stock Options, Restricted Stock, Deferred Stock Units and/or Other Stock-Based Awards, the amount of each such form of Award that is payable shall be based on the Fair Market Value of a Share on the date of grant, subject to such reasonable Restricted Stock and Deferred Stock Unit discount factors and/or Stock Option valuation methodologies as the Committee may, in its discretion, apply. Stock Options, Restricted Stock, Deferred Stock Units and Other Stock-Based Awards granted in connection with a Performance Award shall be subject to the provisions of Sections 4.4, 4.5, 4.6 and 4.7, respectively.

(c) Qualified Performance Awards . A Performance Award granted to a Covered Employee under the Plan may, at the discretion of the Committee, be designated as a Qualified Performance Award. Qualified Performance Awards under the Plan may be granted either separately or at the same time as Awards that are not designated as Qualified Performance Awards; provided, however, that in no event may the payment of an Award that is not a Qualified Performance Award be contingent upon the failure to attain a specific level of performance on the Performance Measure(s) applicable to a Qualified Performance Award for the same Performance Cycle. In the event the Committee designates an Award as a Qualified Performance Award, any determinations of the Committee pertaining to Performance Measures and other terms and conditions of such Qualified Performance Award (other than a determination under paragraph (iii)(D) below to reduce the amount of the Award) shall be in writing and made within the Qualified Performance Award Determination Period. A Performance Award that the Committee designates as a Qualified Performance Award shall be subject to the following additional requirements.

(i) Performance Cycles . Performance Awards that are designated as Qualified Performance Awards shall be awarded in connection with a Performance Cycle. The Committee shall determine the length of a Performance Cycle within the Qualified Performance Award Determination Period. In the event that the Committee determines that a Performance Cycle shall be a period greater than one fiscal year, a new Qualified Performance Award may be granted and a new Performance Cycle may commence prior to the completion of the Performance Cycle associated with the prior Qualified Performance Award.

(ii) Participants . Within the Qualified Performance Award Determination Period, the Committee shall determine the Covered Employees who shall be eligible to receive a Qualified Performance Award for such Performance Cycle.

(iii) Performance Measures; Targets; Vesting and Payout Formulas .

(A) Within the Qualified Performance Award Determination Period, the Committee shall fix and establish, in writing, (1) the Performance Measure(s) that shall apply to the Qualified Performance Award for the Performance Cycle; (2) the target amount of such Qualified Performance Award that shall be payable to each such Covered Employee; and (3) the vesting and/or payout formula for computing the actual amount of such Qualified Performance Award that shall become vested and/or payable with respect to each level of attained performance. Towards this end, such vesting and/or payout formula shall, based on objective criteria, set forth for the applicable Performance Measure(s) the minimum level of performance that must be attained during the Performance Cycle before any such Qualified Performance Award shall become vested and/or payable and the percentage of the target amount of such Award that shall be vested and/or payable to each Covered Employee upon attainment of various levels of performance that equal or exceed the minimum required level.

(B) The Committee may, in its discretion, select Performance Measures that measure the performance of Schering-Plough or one or more

business units, divisions, Affiliates or Subsidiaries of SCHERING-PLOUGH. The Committee may select Performance Measures that are absolute or relative to the performance of one or more comparable companies or an index of comparable companies.

(C) In applying Performance Measures, the Committee may, in its discretion, exclude unanticipated, unusual or infrequently occurring items (including any event described in Section 5.3 and the cumulative effect of changes in the law, regulations or accounting rules), and may determine within the Qualified Performance Award Determination Period to exclude other items.

(D) Notwithstanding anything in this paragraph (c)(iii) to the contrary, the Committee may, on a case by case basis and in its sole discretion, reduce, but not increase, the amount of any Qualified Performance Award that is payable to a Covered Employee with respect to a Performance Cycle, provided, however, that no such reduction shall result in an increase in the dollar amount of any such Qualified Performance Award payable to any other Covered Employee.

(iv) Committee Certification . No Qualified Performance Award shall vest or be paid to a Covered Employee under the Plan unless and until the Committee certifies in writing the level of attainment of the applicable Performance Measure(s) for the applicable Performance Cycle.

(v) Limitation on Awards . Subject to Sections 5.1 and 5.3, the dollar value of any Qualified Performance Award payable in cash to any Covered Employee shall not exceed $3 million (or, in the case of the Chief Executive Officer, $6,000,000 on or prior to the Closing Date) for any 12-month Performance Cycle; provided that for any Performance Cycle that is the same as a performance period under the Operations Management Team Incentive Plan, such amounts shall serve as combined limits under both this Plan and the Operations Management Team Incentive Plan. For any Performance Cycle greater than 12 months in duration, this maximum will be adjusted proportionately.

(vi) Code Section 162(m) . It is the intent of Schering-Plough that Qualified Performance Awards granted to Covered Employees under the Plan shall satisfy the applicable requirements of Code Section 162(m) and the regulations thereunder so that Schering-Plough’s tax deduction for Qualified Performance Awards is not disallowed in whole or in part by operation of Code Section 162(m). If any provision of this Plan pertaining to Qualified Performance Awards, or any Award to a Covered Employee under the Plan that the Committee designates as a Qualified Performance Award, would otherwise frustrate or conflict with such intent, that provision or Award shall be interpreted and deemed amended so as to avoid such conflict.

4.9. Substitute Awards . The Committee may make Awards under the Plan to Acquired Grantees through the assumption of, or in substitution for, outstanding stock-based awards previously granted to such Acquired Grantees. Such assumed or substituted Awards will be subject to the terms and conditions of the original awards made by the Acquired Company, with such

adjustments therein as the Committee considers appropriate to give effect to the relevant provisions of any agreement for the acquisition of the Acquired Company. Any grant of Stock Options pursuant to this Section 4.9 will be subject to the rules set out in Section 424 of the Code and any final regulations published thereunder, regardless of whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option.

4.10. Termination for Cause . Notwithstanding anything to the contrary herein, if a Participant incurs a Termination for Cause, then all of the Participant’s outstanding Awards under the Plan (whether or not vested or exercisable) will immediately be cancelled and forfeited and the special forfeiture provisions of Section 7.2 shall apply, unless otherwise determined by the Committee. The exercise of any Stock Option or the payment of any Award may be delayed, in the Committee’s discretion, in the event that a potential Termination for Cause is pending.

V. SHARES SUBJECT TO THE PLAN; ADJUSTMENTS

5.1. Shares Available . The Shares issuable under the Plan are authorized but unissued Shares or Shares held in Parent’s treasury. Subject to adjustment in accordance with Section 5.3, the total number of Shares with respect to which Awards may be issued under the Plan may not exceed 92,000,000 Shares, which includes the number of Shares that have been approved by Parent shareholders for issuance under the Prior Plan, but which have not been awarded under the Prior Plan as of the Effective Date and which are no longer available for issuance under Prior Plan for any reason (including without limitation, the discontinuance or termination of the Prior Plan). Subject to adjustment in accordance with Section 5.3, from such aggregate limit:

(a) No more than an aggregate of 46,000,000 Shares may be issued under Incentive Stock Options during the term of the Plan;

(b) No more than an aggregate of 46,000,000 Shares may be issued in the form of Restricted Stock, Deferred Stock Units or Other Stock-Based Awards payable in Shares during the term of the Plan; and

(c) The maximum aggregate number of Shares with respect to which Stock Options may be granted to any one Participant during any fiscal year of Parent may not exceed 3,000,000 Shares.

5.2. Counting Rules .

(a) Shares Counted . For purposes of determining the number of Shares remaining available for issuance under the Plan (including Shares originally approved under the Prior Plan, but made available for issuance under this Plan in accordance with Section 5.1), only Awards payable in Shares shall be counted. In addition, Shares that are tendered or withheld in payment of all or part of the Exercise Price of a Stock Option, or in satisfaction of the withholding obligations of an Award shall be counted against the remaining Shares and shall no longer be available for issuance under the Plan.

(b) Shares Not Counted . The following Shares relating to Awards under this Plan (or Awards under the Prior Plan that are outstanding as of the Effective Date) are not counted as issued Shares for purposes of determining the number of Shares remaining available for issuance under the Plan, and shall remain available for issuance under the Plan.

(i) Shares underlying awards that are settled in cash in lieu of Shares;

(ii) Shares underlying Awards that expire, are forfeited, cancelled or terminate for any other reason without the issuance of Shares;

(iii) Shares issued in connection with Awards that are assumed, converted or substituted as the result of Parent’s acquisition of an Acquired Company or the combination of Parent with another company; and

(iv) Shares of Restricted Stock that are forfeited and returned to Parent upon a Participant’s Termination of Employment.

5.3. Adjustments . If there is a change in the outstanding Shares by reason of any stock split, reverse stock split, dividend or other distribution (whether in the form of cash, Shares, other securities or other property), extraordinary cash dividend, recapitalization, split-up, spin-off, reorganization, combination, repurchase or exchange of Shares or other securities, the issuance of warrants or other rights to purchase Shares or other securities, or other similar corporate transaction or event, then in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, an adjustment in the number or kind of Shares that may be issued under the Plan, the number of Shares underlying an outstanding Award, the Exercise price of a Stock Option or the number of Deferred Stock Units credited to a Deferred Stock Account will be made by the Committee and such adjustment will be conclusive and binding for all purposes under the Plan. Notwithstanding the foregoing, no adjustments shall be made with respect to Qualified Performance Awards granted to a Covered Employee to the extent such adjustment would cause the Award to fail to qualify as performance-based compensation under Section 162(m) of the Code.

5.4. Consequences of a Change in Control . Notwithstanding any other provision of the Plan, Awards that are outstanding as of the effective date of a Change in Control shall be subject to the following provisions, unless determined otherwise by the Committee at the time of grant.

(a) Replacement Awards . Any Award granted hereunder shall be deemed to apply to the securities, cash or other property (subject to adjustment by cash payment in lieu of fractional interests) to which a holder of the number of Shares equal to the number of Shares underlying the Participant’s Awards would have been entitled pursuant to the Change in Control, and proper provisions shall be made to ensure that this clause is a condition to any transaction that would result in a Change in Control; provided, however, that during the 60-day period beginning on the date of Change in Control, the Committee (or, if applicable, the board of directors of the entity assuming Parent’s obligations under the Plan) may, in its discretion, take any of the following actions with respect to each Award that is outstanding as of the effective date of Change in Control:

(i) Modify or adjust the Award to reflect the Change in Control; or

(ii) Cancel the Award and cause the acquiring or surviving corporation to replace it with an equivalent right after the Change in Control.

(b) Stock Options . All outstanding Stock Options that have not become exercisable as of the effective date of a Change in Control shall continue to become exercisable in accordance with the vesting schedule set out in the applicable Award Certificate. Notwithstanding the foregoing, in the event a Participant incurs an Involuntary Termination within two years after the effective date of a Change in Control, all of the Participant’s outstanding Stock Options shall become immediately vested and exercisable as of the date of such Involuntary Termination and shall remain exercisable for the full duration of the Stock Option’s original term, notwithstanding the Participant’s Termination of Employment. In addition, during the 60-day period beginning on the date of Change in Control, the Committee may, in its discretion, cancel all or a portion of a Participant’s remaining Stock Options and, in consideration of such cancellation, pay the Participant with respect to each Share issuable under the cancelled Stock Option an amount in cash equal to the amount by which the Change in Control Price exceeds the Exercise Price of the cancelled Stock Option.

(c) Deferred Stock Units . All Deferred Stock Units credited to a Participant’s Deferred Stock Account but not yet distributed as of the effective date of the Change in Control shall be paid in Shares at the scheduled time and in the scheduled manner set out in the applicable Award Certificate at the time of grant. Notwithstanding the foregoing, in the event a Participant incurs an Involuntary Termination within two years after the effective date of a Change in Control, all Deferred Stock Units credited to a Participant’s Deferred Stock Account but not yet distributed as of the date of such Involuntary Termination shall become immediately vested and non-forfeitable and shall be distributed in a single lump sum cash payment, in lieu of Shares, as soon practicable thereafter (but in no event more than 30 days after the date of such Involuntary Termination) at a dollar value per Deferred Stock Unit equal to the Fair Market Value of a Share on the date of termination.

(d) Restricted Stock and Other Stock-Based Awards . All restrictions and conditions on any Shares of Restricted Stock or Other Stock-Based Awards shall continue to apply for the duration of the Restriction Period. Notwithstanding the foregoing, in the event a Participant incurs an Involuntary Termination within two years after the effective date of a Change in Control, all restrictions and conditions on any Shares of Restricted Stock or Other Stock-Based Awards shall immediately lapse or be deemed satisfied, as the case may be, as of the date of such Involuntary Termination and all such Awards shall become vested and non-forfeitable as of such date.

(e) Performance Awards . The Committee shall set out in the Award Certificate for each Performance Award the terms and conditions that shall apply to such Performance Award in the event the Award is outstanding as of the effective date of a Change in Control.

5.5. Fractional Shares . No fractional Shares shall be issued under the Plan. In the event that a Participant acquires the right to receive a fractional Share under the Plan, such Participant shall receive, in lieu of such fractional Share, cash equal to the Fair Market Value of the fractional Share as of the date of settlement.

VI. AMENDMENT AND TERMINATION

6.1. Amendment . The Plan may be amended at any time and from time to time by the Board without the approval of shareholders of Parent, except that no material revision to the terms of the Plan will be effective without first obtaining the approval of the amendment by the holders of a majority of the Shares present in person or by proxy at a meeting of Parent’s shareholders and entitled to vote at such meeting. A revision is “material” for this purpose if, among other changes, it (a) materially increases the number of Shares that may be issued under the Plan (other than an increase pursuant to Section 5.3 of the Plan), (b) changes the types of Awards available under the Plan, (c) expands the class of persons eligible to receive Awards under the Plan, (d) extends the term of the Plan, (e) decreases the Exercise Price at which Stock Options may be granted, (f) reduces the Exercise Price of outstanding Stock Options, or (g) results in the replacement of outstanding Stock Options with new Awards that have an Exercise Price that is lower than the Exercise Price of the replaced Stock Options. No amendment of the Plan made without the Participant’s written consent may adversely affect any right of a Participant with respect to an outstanding Award. Notwithstanding the foregoing, this Plan is intended to incorporate all applicable requirements of Section 409A of the Code and guidance issued thereunder by the U.S. Treasury Department and the Internal Revenue Service, and the Plan will be deemed to be amended as necessary to comply with those requirements.

6.2. Termination . The Plan shall terminate upon the earlier of the following dates or events to occur:

(a) The adoption of a resolution of the Board terminating the Plan; or

(b) December 31, 2011.

No Awards shall be granted under this Plan after it has been terminated. However, the termination of the Plan shall not alter or impair any of the rights or obligations of any person, without such person’s consent, under any Award theretofore granted under the Plan. After the termination of the Plan, any previously granted Awards shall remain in effect and shall continue to be governed by the terms of the Plan and the applicable Award Certificate.

VII. GENERAL PROVISIONS

7.1. Nontransferability of Awards . No Award under the Plan shall be subject in any manner to alienation, anticipation, sale, assignment, pledge, encumbrance or transfer, and no other persons will otherwise acquire any rights therein, except as provided below.

(a) Any Award may be transferred by will or by the laws of descent or distribution.

(b) The Committee may provide in the Award Certificate that all or any part of the vested portion of a Nonqualified Stock Option may, subject to the prior written consent of the Committee, be transferred to one or more of the following classes of donees:

(i) a family member;

(ii) a trust for the benefit of a family member; or

(iii) a limited partnership whose partners are solely family members, or any other legal entity set up for the benefit of family members.

For purposes of this paragraph (b), a family member means a Participant’s spouse, children, grandchildren, parents, grandparents, siblings, nieces, nephews, grandnieces and grandnephews, including adopted, in-laws and step family members.

(c) Any transferred Award will be subject to all of the same terms and conditions as provided in the Plan and the applicable Award Certificate. The Participant or the Participant’s estate will remain liable for any withholding tax that may be imposed by any federal, state or local tax authority. The Committee may, in its discretion, disallow all or a part of any transfer of an Award pursuant to paragraph (b) above unless and until the Participant makes arrangements satisfactory to the Committee for the payment of any withholding tax. The Participant must immediately notify the Committee, in the form and manner required by the Committee, of any proposed transfer of an Award pursuant to paragraph (b). No transfer will be effective until the Committee consents to the transfer in writing.

(d) Except as otherwise provided in the Award Certificate, any Nonqualified Stock Option transferred by a Participant pursuant to this paragraph (d) may be exercised by the transferee only to the extent that the Award would have been exercisable by the Participant had no transfer occurred. The transfer of Shares upon exercise of the Award will be conditioned on the payment of any withholding tax.

(e) Restricted Stock may be freely transferred after the restrictions lapse or are satisfied and the Shares are delivered; provided, however, that Restricted Stock awarded to an affiliate of Parent may be transferred only pursuant to Rule 144 under the Securities Act, or pursuant to an effective registration for resale under the Securities Act. For purposes of this paragraph (e), “affiliate” will have the meaning assigned to that term under Rule 144.

(f) In no event may a Participant transfer an Incentive Stock Option other than by will or the laws of descent and distribution.

7.2. Special Forfeiture Provision . Except as otherwise provided in the current employment agreement between Schering-Plough and the relevant Employee (which agreement shall take precedent over this Section 7.2), and if the Committee, in its discretion, provides otherwise in the applicable Award Certificate, if a Participant either —

(a) incurs a Termination for Cause or

(b) incurs a Termination of Employment for any reason other than other than death, Disability, Retirement, Termination Due to Business Divestiture or Involuntary Termination and, within one year after such Termination of Employment, without prior written approval of the Committee, enters into an employment or consulting arrangement (including service as an agent, partner, stockholder, consultant, officer or director) with any entity or person engaged in any business in which Parent or its Affiliates or Subsidiaries is engaged that, in the sole judgment of the Committee, is competitive with Parent or any Affiliate or Subsidiary, then the Participant shall forfeit and return to Parent —

(i) the amount of any profit realized upon the exercise of any Stock Options at any time on or after the date that is ninety (90) days immediately prior to the date of the Participant’s Termination of Employment;

(ii) all shares of Restricted Stock that are not then vested or which vested during the three-month period immediately preceding such Termination of Employment; and

(iii) all Shares issued to the Participant in payment of the Participant’s Deferred Stock Units during the three-month period immediately preceding such Termination of Employment.

7.3. Withholding of Taxes . The Committee, in its discretion, may satisfy a Participant’s tax withholding obligations by any of the following methods or any method as it determines to be in accordance with the laws of the jurisdiction in which the Participant resides, has domicile or performs services.

(a) Stock Options . As a condition to the delivery of Shares pursuant to the exercise of a Stock Option, the Committee may require that the Participant, at the time of exercise, pay to Parent by cash, certified check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations. The Committee may, however, in its discretion, accept payment of tax withholding obligations through any of the Exercise Price payment methods described in Section 4.4(f).

(b) Other Awards Payable in Shares . The Participant shall satisfy the Participant’s tax withholding obligations arising in connection with the release of restrictions on Restricted Stock or the payment of Deferred Stock Units or Other Stock-Based Awards by payment to Parent by cash, certified check, bank draft, wire transfer or postal or express money order an amount sufficient to satisfy any applicable tax withholding obligations, provided that the format is approved by Parent or a designated third-party administrator. Notwithstanding the foregoing, subject to the requirements of applicable law, Parent may also satisfy the Participant’s tax withholding obligations by other methods, including selling or withholding Shares that would otherwise be available for delivery, provided that the Committee has specifically approved such payment method in advance.

(c) Cash Awards . Parent may satisfy a Participant’s tax withholding obligations arising in connection with the payment of any Award in cash by withholding cash from such payment.

7.4. Investment Representation . As a condition to any distribution of Shares pursuant to Awards under the Plan, Parent may require a Participant to represent in writing that such Shares are being acquired for the Participant’s own account for investment and not with a view to, or for sale in connection with, the distribution of any part thereof.

7.5. Code Section 83(b) Elections . Neither Parent, any Affiliate or Subsidiary, nor the Committee shall have any responsibility in connection with a Participant’s election, or attempt to elect, under Code Section 83(b) to include the value of a Restricted Stock Award in the Participant’s gross income for the year of payment. Any Participant who makes a Code Section 83(b) election with respect to any such Award shall promptly notify the Committee of such election and provide the Committee with a copy thereof.

7.6. Beneficiary Designations . Designations of Beneficiaries by a Participant shall be made in writing and filed with Parent in such form and in such manner as the Committee may from time to time prescribe. A Participant may change his or her Beneficiaries in the same manner at any time prior to the death of the Participant. If a Participant dies without having designated any surviving Beneficiaries, the Participant’s remaining interests in Awards under the Plan shall be distributed to the legal representative of his estate or in accordance with the Participant’s will.

7.7. No Implied Rights . The establishment and operation of the Plan, including eligibility as a Participant, shall not be construed as conferring any legal or other right upon any Employee for the continuation of his or her employment for any Performance Cycle or any other period. Parent expressly reserves the right, which may be exercised at any time and in Parent’s sole discretion, to discharge any individual and/or treat him or her without regard to the effect which such treatment might have upon him or her as a Participant in the Plan.

7.8. No Obligation to Exercise Options . The granting of a Stock Option shall impose no obligation upon the Participant to exercise such Stock Option.

7.9. No Rights as Shareholders . A Participant granted an Award under the Plan shall have no rights as a shareholder of Parent with respect to the Award unless and until such time as certificates for the Shares underlying the Award are registered in such Participant’s name. The right of any Participant to receive an Award by virtue of participation in the Plan shall be no greater than the right of any unsecured general creditor of Parent.

7.10. Indemnification of Committee . Parent shall indemnify, to the full extent permitted by law, each person made or threatened to be made a party to any civil or criminal action or proceeding by reason of the fact that he, or his testator or intestate, is or was a member of the Committee or a delegate of the Committee so acting.

7.11. No Required Segregation of Assets . Neither Parent nor any Affiliate or Subsidiary shall be required to segregate any assets that may at any time be represented by Awards granted pursuant to the Plan. In no event shall any interest be paid or accrued on any Award, including unpaid installments of an Award.

7.12. Nature of Payments . All Awards made pursuant to the Plan are in consideration of services for Parent or its Affiliates or Subsidiaries. Any gain realized pursuant to Awards under the Plan constitutes a special incentive payment to the Participant and shall not be taken into account as compensation for purposes of any of the employee benefit plans of Schering- Plough or any Affiliate or Subsidiary except as may otherwise be specifically provided in the applicable employee benefit plan.

7.13. Compliance with Applicable Law . The obligations of Parent to issue or transfer Shares pursuant to Awards shall be subject to (a) the effectiveness of a registration statement under the Securities Act of 1933, as amended, with respect to the Shares, (b) the condition that the Shares be listed (or authorized for listing upon official notice of issuance) upon each stock exchange upon which Shares are listed and (c) compliance with all applicable laws and approvals by all governmental or regulatory agency as may be required. With respect to Reporting Persons, it is the intent of Parent that the Plan and all transactions under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. If any provision or this Plan or of any grant of an Award would otherwise frustrate or conflict with such intent, that provision shall be interpreted and deemed amended so as to avoid such conflict. No Participant will be entitled to a grant, exercise, transfer or payment of any Award if the grant, exercise, transfer or payment would violate the provisions of the Sarbanes-Oxley Act of 2002 or any other applicable law. In addition, it is the intent of Parent that the Plan and applicable Awards under the Plan comply with the applicable provisions of Sections 162(m) and 422 of the Code, and to the extent an Award is subject to the requirements of Section 409A of the Code, it is the intent of Parent that the Award be administered in a manner that satisfies such requirements. To the extent that any legal requirement of Section 16 of the Exchange Act or Section 162(m), 409A or 422 of the Code as set forth in the Plan ceases to be required under such Section, that Plan provision shall cease to apply. The Committee may revoke any Award if it is contrary to law or modify a Award (to the extent permitted by applicable law) to bring it into compliance with any valid and mandatory government regulation.

7.14. Headings . Section and paragraph headings are for reference only. In the event of a conflict between the title and content of a section or paragraph, the content shall control.

7.15. Governing Law; Severability . The Plan and all determinations made and actions taken thereunder shall be governed by the internal substantive laws, and not the choice of law rules, of the State of New Jersey and construed accordingly, to the extent not superseded by applicable federal law. If any provision of the Plan shall be held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity or unenforceability shall not affect any other provision of the Plan or part thereof, each of which shall remain in full force and effect.

Exhibit 10.14

MERCK & CO., INC.

CHANGE IN CONTROL SEPARATION BENEFITS PLAN

(Effective as Amended and Restated, as of the Restatement Date)

ARTICLE I

PURPOSE

All capitalized terms used in this Article I are defined in Article II, below.

The MSD Board originally adopted the Merck & Co., Inc. Change in Control Separation Benefits Plan, effective November 23, 2004, in recognition that the possibility of a Change in Control existed and that the threat or the occurrence of a Change in Control would have resulted in significant distractions of its key executive personnel because of the uncertainties inherent in such a situation. In addition, the MSD Board determined that it was essential and in the best interest of MSD and its stockholders at that time to retain the services of its key executive personnel in the event of a threat of a Change in Control and to ensure their continued dedication and efforts in such event without undue concern for their personal financial and employment security.

In light of the Merck/Schering Plough Merger and the belief that the same Change in Control risks continue to exist, the Compensation & Benefits Committee of the MSD Board, pursuant to its authority under the terms of the Plan, amended and restated the Plan to be effective as of the Restatement Date. Consistent with the intent of the original Plan, the amended and restated Plan, maintains the protections and benefits for key executive personnel of MSD and its subsidiaries that were established by the original Plan. Changes reflected in the amendment and restatement include, generally, (1) an update to the definition of Change in Control to reflect that the applicable triggering event under the terms of the Plan is a Change in Control of the Company (but not MSD), subject to the amendment provisions regarding the effectiveness of this amendment, and (2) other technical changes that have been determined to be necessary for the proper operation of the Plan in light of the Merck/Schering-Plough Merger.

In addition to the MSD Board’s Compensation & Benefits Committee action, in order to retain and acknowledge the protections and benefits provided under the Plan to key executive personnel of MSD and its subsidiaries, the Board has also adopted, effective as of the Restatement Date, the Plan as set forth in this document.

ARTICLE II

DEFINITIONS

As used herein, the following words and phrases shall have the following meanings:

2.1. Affiliate . The term “Affiliate” shall mean, with respect to any person or entity, any entity directly or indirectly controlled by, controlling or under common control with such person or entity.

2.2. Base Salary . The term “Base Salary” shall mean, as to any Participant, the amount a Participant is entitled to receive as base wages or base salary on an annualized basis as in effect immediately prior to a Change in Control or, if greater, at any time thereafter, in each case without reduction for any pre-tax contributions to benefit plans. Base Salary does not include bonuses, commissions, overtime pay, shift pay, premium pay, cost of living allowances or income from stock options, stock grants or other incentives.

2.3. Board . The term “Board” shall mean the Board of Directors of the Company.

2.4. Bonus Amount . The term “Bonus Amount” shall mean, as to any Participant, an amount equal to the Participant’s annual cash bonus which would have been payable under the Bonus Plan in which he or she participates (x) as of immediately prior to the Change in Control had he or she continued in employment until the end of the fiscal year of the Employer in which the Change in Control occurs and had bonuses been payable at “target” levels for such year or (y) if greater, as of the Termination Date had he or she continued in employment until the end of the fiscal year of the Employer in which the Termination Date occurs and had bonuses been payable at “target” levels for such year.

2.5. Bonus Plans . The term “Bonus Plans” shall mean the Merck & Co., Inc. Executive Incentive Plan and the Merck & Co., Inc. Annual Incentive Plan (or successors thereto).

2.6. Cause . “Cause” for termination by the Employer of the Participant’s employment shall mean (i) willful and continued failure by the Participant to substantially perform the Participant’s duties on behalf of the Company or any of its subsidiaries (other than any such failure resulting from the Participant’s incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by the Participant) for a period of at least thirty consecutive days after a written demand for substantial performance has been delivered to the Participant by the Responsible Person, which demand specifically identifies the manner in which the Responsible Person believes that the Participant has not substantially performed the Participant’s duties, (ii) willful misconduct or gross negligence by the Participant which is demonstrably and materially injurious to the Company or any of its subsidiaries, or (iii) the Participant is convicted of, or has entered a plea of nolo contendere to, (x) a felony or (y) any crime (whether or not a felony) involving dishonesty, fraud, embezzlement or breach of trust. For purposes of clauses (i) and (ii) of this definition, an act, or failure to act, on the Participant’s part shall not be deemed “willful” if done, or omitted to be done, by the Participant in good faith and with reasonable belief that the Participant’s act, or failure to act, was in the best interest of the Employer. In addition, as to any Participant who is an Executive Committee Member, the Participant shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board (after reasonable notice to the Participant and an opportunity for the Participant, together with the Participant’s counsel, to be heard before the Board), finding in good faith that the Participant has committed Cause as set forth in such clauses and specifying the circumstances constituting Cause. For purposes of this definition, “Responsible Person” shall mean (i) for a Participant who is an Executive Committee Member, the Board, and (ii) for a Participant who is an Other Executive, the Executive Committee Member who is the direct or indirect supervisor of the Participant.

2.7. Change in Control . Following the Restatement Date, a “Change in Control” shall mean the occurrence of any of the following:

(a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than twenty percent (20%) of (i) the then-outstanding Shares or (ii) the combined voting power of the Company’s then-outstanding Voting Securities; provided , however , that in determining whether a Change in Control has occurred pursuant to this paragraph (a), the acquisition of Shares or Voting Securities in a Non-Control Acquisition (as defined below) shall not constitute a Change in Control. A “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person the majority of the voting power, voting equity securities or equity interest of which is owned, directly or indirectly, by the Company (for purposes of this definition, a “Related Entity”), (ii) the Company or any Related Entity, or (iii) any Person in connection with a Non-Control Transaction (as defined below);

(b) The individuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”), cease for any reason to constitute at least a majority of the members of the Board or, following a Merger (as defined below), the board of directors of (i) the corporation resulting from such Merger (the “Surviving Corporation”), if fifty percent (50%) or more of the combined voting power of the then-outstanding voting securities of the Surviving Corporation is not Beneficially Owned, directly or indirectly, by another Person (a “Parent Corporation”) or (ii) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; provided , however , that if the election, or nomination for election by the Company’s common shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of the Plan, be considered a member of the Incumbent Board; and provided , further , however , that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a “Proxy Contest”), including by reason of any agreement intended to avoid or settle any Proxy Contest; or

(i) A merger, consolidation or reorganization (x) with or into the Company or (y) in which securities of the Company are issued (a “Merger”), unless such Merger is a “Non-Control Transaction.” A “Non-Control Transaction” shall mean a Merger in which:

(A) the stockholders of the Company immediately before such Merger own, directly or indirectly, immediately following such Merger at least sixty percent (60%) of the combined voting power of the outstanding voting securities of (1) the Surviving Corporation, if there is no Parent Corporation or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation;

(B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Merger constitute at least a majority of the members of the board of directors of (1) the Surviving Corporation, if there is no Parent Corporation, or (2) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; and

(C) no Person other than (1) the Company or another corporation that is a party to the agreement of Merger, (2) any Related Entity, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to the Merger, was maintained by the Company or any Related Entity, or (4) any Person who, immediately prior to the Merger had Beneficial Ownership of twenty percent (20%) or more of the then outstanding Shares or Voting Securities, has Beneficial Ownership, directly or indirectly, of twenty percent (20%) or more of the combined voting power of the outstanding voting securities or common stock of (x) the Surviving Corporation, if there is no Parent Corporation, or (y) if there is one or more than one Parent Corporation, the ultimate Parent Corporation; provided , however , that any Person described in clause (4) of this subsection (C) may not, immediately following the Merger, Beneficially Own more than thirty percent (30%) of the combined voting power of the outstanding voting securities of the Surviving Corporation or the Parent Corporation, as applicable, for the Merger to constitute a Non-Control Transaction;

(ii) A complete liquidation or dissolution of the Company; or

(iii) The sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries taken as a whole to any Person (other than (x) a transfer to a Related Entity or (y) the distribution to the Company’s shareholders of the stock of a Related Entity or any other assets).

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the “Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding Shares or Voting Securities as a result of the acquisition of Shares or Voting Securities by the Company which, by reducing the number of Shares or Voting Securities then outstanding, increases the proportional number of Shares Beneficially Owned by the Subject Persons; provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of Shares or Voting Securities by the Company and, after such acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional Shares or Voting Securities and such Beneficial Ownership increases the percentage of the then outstanding Shares or Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur.

Prior to the Restatement Date, a “Change in Control” shall mean an “MSD Change in Control” as defined in Section 2.26 of the Plan, subject to the terms of Section 7.2 of the Plan.

2.8. Code . The term “Code” shall mean the Internal Revenue Code of 1986, as amended.

2.9. Company . The term “Company” shall mean Merck & Co., Inc. after the Restatement Date.

2.10. Credited Service . The term “Credited Service” shall have the meaning ascribed to it in the Pension Plan.

2.11. Effective Date . The “Effective Date” of the Plan is November 23, 2004, the date of its approval by the Board of Directors of MSD.

2.12. Employer . The term “Employer” shall mean, as applicable to any Participant, MSD or a subsidiary of MSD that employs the Participant or an Affiliate which adopts the Plan pursuant to Section 4.1(d).

2.13. ERISA . The term “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

2.14. Excise Tax . The term “Excise Tax” shall mean the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax.

2.15. Executive Committee Member . The term “Executive Committee Member” shall mean each individual who is an employee of an Employer and whom the Company’s Chief Executive Officer has designated as a member of the Company’s Executive Committee.

2.16. Executive Health Plan . The term “Executive Health Plan” shall mean the Retiree Healthcare Plan for Key Executives or other similar or successor plan adopted by the MSD Board to provide medical, dental and prescription drug benefits under an insurance policy to certain employees of MSD or its subsidiaries who, on the date their employment with MSD ends, do not meet the requirements to be considered a retiree under the Health Plan.

2.17. Good Reason . “Good Reason” for termination by the Participant of the Participant’s employment shall mean the occurrence (without the Participant’s express written consent) of any one of the following acts by the Employer, or failures by the Employer to act, following the occurrence of a Change in Control:

(a) solely as to Participants who are Executive Committee Members : a significant adverse change in the Participant’s authority, duties, responsibilities or position (including title, reporting level and status as an executive officer subject to Section 16(b) of the Exchange Act) from those in effect immediately prior to the Change in Control; provided that, notwithstanding the foregoing, the following is not “Good Reason”: (A) an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Employer promptly after receipt of notice thereof given by the Participant, (B) a change in the person to whom (but not the position to which) the Participant reports, or (C) a transfer of the Participant’s employment to an Affiliate of the Employer, if such transfer occurs before a Change in Control;

(b) solely as to Participants who are Other Executives : a significant adverse change in the Participant’s authority, duties, responsibilities or position from those in effect immediately prior to the Change in Control; provided that, notwithstanding the foregoing, the following is not “Good Reason”: (A) an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Employer promptly after receipt of notice thereof given by the Participant, or (B) a change of less than two levels in the position to which the

Participant reports, (C) a change in the person to whom the Participant reports, (D) the Participant ceasing to be an executive officer subject to Section 16(b) of the Exchange Act, or (E) a transfer of the Participant’s employment to an Affiliate of the Employer, if such transfer occurs before a Change in Control and

(i) a reduction in the Participant’s annual base salary as in effect immediately prior to the Change in Control or as the same may be increased from time to time following the Change in Control, or a reduction in the level of the Participant’s bonus opportunity under the Bonus Plans as in effect immediately prior to the Change in Control or as the same may be increased from time to time following the Change in Control;

(ii) the Employer’s requiring the Participant to change the office location at which the Participant is based which results in the Participant having a commute to such location from the Participant’s residence in excess of 50 miles or in excess of 120% (in miles) of the Participant’s commute immediately prior to the date of such change of location, whichever is greater;

(iii) the failure by the Employer to pay to the Participant (x) any portion of the Participant’s annual base salary, (y) any awards earned pursuant to the Bonus Plans or (z) any portion of an installment of deferred compensation under any deferred compensation program of the Company or its subsidiaries, including the Employer, in each case within seven days of the date such compensation is due;

(iv) (x) the failure by the Company or its subsidiaries, including the Employer, to continue in effect any compensation plan or program in which the Participant participates immediately prior to the Change in Control and which is material to the Participant’s total compensation, including, without limitation, the Bonus Plans and the Company’s or Employer’s Incentive Stock Plans, or any plans or programs adopted in substitution therefor prior to the Change in Control, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan or program) has been made with respect to such plan or program, or (y) the failure by the Company or the Employer (as applicable) to continue the Participant’s participation therein (or in such substitute or alternative plan or program) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of the Participant’s participation relative to other positions as existed at the time of the Change in Control;

(v) (x) the failure by the Company or its subsidiaries, including the Employer, to continue to provide the Participant with benefits substantially similar to those enjoyed by the Participant under any of the Company’s or the Employer’s pension and retirement (including, without limitation, the Pension Plan and the Savings Plan), life insurance, medical, health and accident, disability, and vacation plans and programs (including, without limitation, the Health Plan, the Executive Health Plan and the Life Insurance Plan) in which the Participant participates immediately prior to the Change in Control or (y) the taking of any action by the Company or its subsidiaries, including the Employer, which would directly or indirectly materially reduce any of such benefits or deprive the Participant of any material fringe benefit enjoyed by the Participant immediately prior to the Change in Control;

(vi) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Plan, as contemplated in Article VII hereof, if required to do so; or

(vii) any purported termination of the Participant’s employment by the Company or its subsidiaries, including the Employer, which is not effected pursuant to a Notice of Termination satisfying the requirements of Article V hereof (and for purposes of this Plan, no such purported termination shall be effective).

The Participant’s right to terminate the Participant’s employment for Good Reason shall not be affected by the Participant’s incapacity due to physical or mental illness. The Participant’s continued employment shall not constitute consent to, or a waiver of rights with respect to, any act or failure to act constituting Good Reason hereunder.

Notwithstanding the foregoing, the occurrence of an event that would otherwise constitute Good Reason hereunder shall cease to be an event constituting Good Reason if (i) the Participant fails to provide the Employer with notice of the occurrence of any of foregoing within the six-month period immediately following the date on which the Participant first becomes aware (or reasonably should have become aware) of the occurrence of such event, (ii) the Participant fails to provide the Employer with a period of at least thirty days from the date of such notice to cure such event prior to terminating his or her employment for Good Reason or (iii) Notice of Termination is not provided to the Employer by the Participant within ninety days following the day on which the thirty-day period set forth in the preceding clause (ii) expires; provided, that the thirty-day notice period required by clause (ii) and referred to in clause (iii) shall end two days prior to the second anniversary of the Change in Control in the event that the second anniversary of the Change in Control would occur during such thirty-day period. With respect to communications addressed to the Employer, all such communications shall be sent to the Corporate Secretary of the Company at its headquarters.

2.18. Gross-Up Payment . The term “Gross-Up Payment” shall have the meaning given thereto in Section 6.1(a).

2.19. Health Plan . The term “Health Plan” shall mean the one or more plans sponsored by the Company or its subsidiaries that provide medical and dental benefits, but only to the extent that such plans apply to salaried U.S.-based employees of an Employer and to former salaried U.S.-based employees of an Employer who are considered retirees thereunder and to the eligible dependents of each of the foregoing.

2.20. Leave of Absence . The term “Leave of Absence” shall mean any leave of absence, whether or not approved by the Company or the Employer, other than (i) family medical leave, (ii) personal leave for jury duty, (iii) military leave, (iv) any leave of absence approved for a period of less than six months (including vacation time and paid time off) and (v) any leave of absence approved for a period of six months or more from which the Participant actually returns to work in less than six months.

2.21. Life Insurance Plan . The term “Life Insurance Plan” shall mean one or more plans sponsored by the Company or its subsidiaries that provide life insurance benefits, but only to the extent that such plan applies to salaried U.S.-based employees of an Employer and to former salaried U.S.-based employees of an Employer who are considered retirees thereunder and to the eligible dependents of each of the foregoing.

2.22. Merck/Schering-Plough Merger . The term “Merck/Schering-Plough Merger” shall mean, collectively, the series of transactions contemplated by the Agreement and Plan of Merger, dated March 8, 2009, among MSD (formerly known as Merck & Co, Inc.), Schering-Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc.

2.23. Multiple . The “Multiple” applicable to a Participant shall be as follows:

(a) if the Participant is an Executive Committee Member as of the Termination Date, three;

(b) if the Participant is an Other Executive and reports directly to an Executive Committee Member as of the Termination Date, two; and

(c) if the Participant is an Other Executive and does not report directly to an Executive Committee Member as of the Termination Date, one and one-half.

2.24. MSD . The term “MSD” shall mean Merck Sharp & Dohme Corp., formerly known as Merck & Co., Inc. prior to the Restatement Date.

2.25. MSD Board . The term “MSD Board” shall mean the Board of Directors of Merck & Co., Inc. prior to the Restatement Date and the Board of Directors of Merck Sharp & Dohme Corp. on or after the Merck/Schering-Plough Merger.

2.26. MSD Change in Control . An “MSD Change in Control” shall mean the occurrence of any of the following:

(a) An acquisition (other than directly from MSD) of any voting securities of MSD (the “MSD Voting Securities”) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), immediately after which such Person has “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than twenty percent (20%) of (i) the then-outstanding shares of common stock of MSD (“MSD Shares”) or (ii) the combined voting power of MSD’s then-outstanding MSD Voting Securities; provided , however , that in determining whether a MSD Change in Control has occurred pursuant to this paragraph (a), the acquisition of MSD Shares or MSD Voting Securities in a MSD Non-Control Acquisition (as defined below) shall not constitute a MSD Change in Control. A “MSD Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) MSD or the Company or (B) any corporation or other Person the majority of the voting power, voting equity securities or equity interest of which is owned, directly or indirectly, by MSD (for purposes of this definition, an “MSD Related Entity”), (ii) MSD or any MSD Related Entity, or (iii) any Person in connection with a MSD Non-Control Transaction (as defined below);

(b) The individuals who, as of the Restatement Date, are members of the MSD Board (the “Incumbent MSD Board”), cease for any reason to constitute at least a majority of the members of the MSD Board or, following a MSD Merger (as defined below), the board of directors of (i) the corporation resulting from such MSD Merger (the “MSD Merger Surviving Corporation”), if fifty percent (50%) or more of the combined voting power of the then-outstanding voting securities of the MSD Merger Surviving Corporation is not Beneficially Owned, directly or indirectly, by another Person (an “MSD Merger Parent Corporation”) or (ii) if there is one or more than one MSD Merger Parent Corporation, the ultimate MSD Merger Parent Corporation; provided , however , that if the election, or nomination for election by MSD’s common shareholders, of any new director was approved by a vote of at least two-thirds of the Incumbent MSD Board, such new director shall, for purposes of the Plan, be considered a member of the Incumbent MSD Board; and provided , further , however , that no individual shall be considered a member of the Incumbent MSD Board if such individual initially assumed office as a result of an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the MSD Board (an “MSD Proxy Contest”), including by reason of any agreement intended to avoid or settle any MSD Proxy Contest; or

(i) A merger, consolidation or reorganization (x) with or into MSD or (y) in which securities of MSD are issued (an “MSD Merger”), unless such MSD Merger is an “MSD Non-Control Transaction.” A “MSD Non-Control Transaction” shall mean a MSD Merger in which:

(A) the stockholders of MSD immediately before such MSD Merger own, directly or indirectly, immediately following such MSD Merger at least sixty percent (60%) of the combined voting power of the outstanding voting securities of (1) the MSD Merger Surviving Corporation, if there is no MSD Merger Parent Corporation or (2) if there is one or more than one MSD Merger Parent Corporation, the ultimate MSD Merger Parent Corporation;

(B) the individuals who were members of the Incumbent MSD Board immediately prior to the execution of the agreement providing for such MSD Merger constitute at least a majority of the members of the board of directors of (1) the MSD Merger Surviving Corporation, if there is no MSD Merger Parent Corporation, or (2) if there is one or more than one MSD Merger Parent Corporation, the ultimate MSD Merger Parent Corporation; and

(C) no Person other than (1) MSD or another corporation that is a party to the agreement of MSD Merger, (2) any MSD Related Entity, (3) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to the MSD Merger, was maintained by MSD, any MSD Related Entity, or the Company or (4) any Person who, immediately prior to the MSD Merger had Beneficial Ownership of twenty percent (20%) or more of the then outstanding MSD Shares or MSD Voting Securities, has Beneficial Ownership, directly or indirectly, of twenty percent (20%) or more of the combined voting power of the outstanding voting securities or common stock of (x) the MSD Merger Surviving Corporation, if there is no MSD Merger Parent Corporation, or (y) if there is one or more than one MSD Merger

Parent Corporation, the ultimate MSD Merger Parent Corporation; provided , however , that any Person described in clause (4) of this subsection (C) may not, immediately following the MSD Merger, Beneficially Own more than thirty percent (30%) of the combined voting power of the outstanding voting securities of the MSD Surviving Corporation or the MSD Merger Parent Corporation, as applicable, for the MSD Merger to constitute a MSD Non-Control Transaction;

(ii) A complete liquidation or dissolution of MSD; or

(iii) The sale or other disposition of all or substantially all of the assets of MSD and its subsidiaries taken as a whole to any Person (other than (x) a transfer to a MSD Related Entity or (y) the distribution to MSD’s shareholders of the stock of a MSD Related Entity or any other assets).

Notwithstanding the foregoing, a MSD Change in Control shall not be deemed to occur solely because any Person (the “MSD Subject Person”) acquired Beneficial Ownership of more than the permitted amount of the then outstanding MSD Shares or MSD Voting Securities as a result of the acquisition of MSD Shares or MSD Voting Securities by MSD which, by reducing the number of MSD Shares or MSD Voting Securities then outstanding, increases the proportional number of MSD Shares Beneficially Owned by the MSD Subject Persons; provided that if a MSD Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of MSD Shares or MSD Voting Securities by MSD and, after such acquisition by MSD, the MSD Subject Person becomes the Beneficial Owner of any additional MSD Shares or MSD Voting Securities and such Beneficial Ownership increases the percentage of the then outstanding MSD Shares or MSD Voting Securities Beneficially Owned by the MSD Subject Person, then a MSD Change in Control shall occur.

2.27. Notice of Termination . The term “Notice of Termination” shall mean a notice that indicates the specific provisions in this Plan relied upon as the basis for any termination of employment and sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of a Participant’s employment under the provision so indicated. No purported termination of employment shall be effective without a Notice of Termination.

2.28. Operating Unit . The term “Operating Unit” shall mean any subsidiary, division or other operating unit of MSD.

2.29. Other Executive . The term “Other Executive” shall mean each employee of the Employer (whether located in the United States or in another country) designated as Grade 1 or Grade 2 (including subcategories within such Grades, if any), excluding Executive Committee Members.

2.30. Participant . The term “Participants” shall mean those Executive Committee Members and Other Executives who meet the eligibility requirements of Article III of the Plan, excluding (x) individuals on Leave of Absence, (y) individuals who remain employed solely pursuant to a separation agreement with the Company or the Employer, and (z) individuals who provide services primarily to or in respect of Merck Capital Ventures, LLC. An individual excluded as a Participant pursuant to clause (x) of this Section 2.30 shall be so excluded only during such Leave of Absence.

2.31. Payment . The term “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit of a Participant, whether paid or payable pursuant to this Plan or otherwise.

2.32. Pension Plan . The term “Pension Plan” shall mean the Retirement Plan for Salaried Employees of MSD.

2.33. Permanent Disability . The term “Permanent Disability” shall mean (i) that a Participant is receiving long-term disability benefits under a disability plan of the Company or its subsidiaries, including the Employer, in which the Participant participates as of the Termination Date, or (ii) if there is no such plan as of the Termination Date, that the Participant has been substantially unable to perform his or her duties, services and responsibilities by reason of a physical or mental infirmity for 180 consecutive days.

2.34. Plan . The term “Plan” shall mean the Merck & Co., Inc. Change in Control Separation Benefits Plan, as amended and restated, as set forth in this document.

2.35. Prior Equity Plans. The term “Prior Equity Plans” shall mean the MSD 2004 Incentive Stock Plan, the MSD 2001 Incentive Stock Plan, and the MSD 1996 Incentive Stock Plan (formerly known as the Merck & Co., Inc. 2004 Incentive Stock Plan, Merck & Co., Inc. 2001 Incentive Stock Plan, Merck & Co., Inc. 1996 Incentive Stock Plan, respectively).

2.36. Restatement Date. The term “Restatement Date” shall mean the closing date of the Merck/Schering-Plough Merger.

2.37. Pro-Rata Bonus . The term “Pro-Rata Bonus” shall mean, with respect to the fiscal year in which a Participant’s Termination Date occurs, an amount equal to the Bonus Amount multiplied by a fraction the numerator of which is the number of whole and partial months that have elapsed in such fiscal year through the Termination Date (counting any partial month as a whole month for this purpose) and the denominator of which is twelve; provided , however , that the Pro-Rata Bonus shall be reduced, but not below zero, to the extent of any annual cash bonus the Participant receives from the Employer in respect of the fiscal year in which the Termination Date occurs.

2.38. Savings Plan . The term “Savings Plan” shall mean the MSD Employee Savings and Security Plan.

2.39. Severance Benefits . The term “Severance Benefits” shall mean the payments and benefits payable in accordance with Article IV of the Plan.

2.40. Shares . The term “Shares” shall mean the shares of common stock, par value $0.50 per share, of the Company as of and after the Restatement Date.

2.41. Supplemental Plan . The term “Supplemental Plan” shall mean the MSD Supplemental Retirement Plan.

2.42. Termination Date . The term “Termination Date” shall mean the date of the termination of a Participant’s employment with the Employer as determined in accordance with Articles V and IX.

ARTICLE III

ELIGIBILITY

3.1. Commencement of Participation.

(a) Executive Committee Members . Each Executive Committee Member as of the Restatement Date who is employed by an Employer shall automatically be a Participant in the Plan as of the Restatement Date. Each individual who is designated by the Chief Executive Officer as an Executive Committee Member following the Restatement Date and who is employed by an Employer shall automatically be a Participant in the Plan as of the date of such designation.

(b) Other Executives . Each Other Executive as of the Restatement Date who is employed by an Employer shall automatically be a Participant in the Plan as of the Restatement Date. Each individual who is employed by an Employer and becomes an Other Executive (whether by reason of being hired by an Employer or promoted from lower grades) shall automatically be a Participant in the Plan as of the date that he or she becomes an Other Executive.

(c) Further Participation Restrictions . An Executive Committee Member or Other Executive must be an employee of an Employer to be eligible to participate in the Plan.

3.2. Duration of Participation.

(a) Executive Committee Members . A Participant who is an Executive Committee Member shall cease to be a Participant in the Plan (i) if, prior to a Change in Control (but subject to Sections 4.2 and 8.2), he or she ceases to be an Executive Committee Member, or (ii) if his or her employment with an Employer is terminated under circumstances where he or she is not entitled to Severance Benefits under the terms of this Plan; provided , however , that, subject to Sections 4.2 and 8.2, if an Executive Committee Member ceases to be an Executive Committee Member but remains an Other Executive, he or she shall continue to participate in the Plan as an Other Executive.

(b) Other Executives . A Participant who is an Other Executive shall cease to be a Participant in the Plan (i) if, prior to a Change in Control (but subject to Sections 4.2 and 8.2), he or she ceases to be an Other Executive (other than by reason of becoming an Executive Committee Member), or (ii) if his or her employment is terminated under circumstances where he or she is not entitled to Severance Benefits under the terms of this Plan.

(c) Notwithstanding anything to the contrary, in the event of a Change in Control, a Participant on or immediately prior to such Change in Control shall continue to be a Participant after the Change in Control even if his or her employment is transferred to an Affiliate either on or following the Change in Control.

(d) A Participant entitled to Severance Benefits under the terms of this Plan shall remain a Participant in the Plan until the full amount of the Severance Benefits has been paid to him or her.

ARTICLE IV

SEVERANCE BENEFITS

4.1. Right to Severance Benefits.

(a) Subject to Section 4.1(b):

a Participant shall be entitled to receive Severance Benefits from the Employer in the amount provided in Section 4.3(a) if (i) a Change in Control has occurred and (ii) within two years thereafter, the Participant’s employment with the Employer terminates for any reason, except that, notwithstanding the foregoing provisions of this Section 4.1(a)(i), no Severance Benefits under Section 4.3(a) shall be payable to a Participant should the Participant’s termination of employment be (A) initiated by the Employer for Cause, (B) by reason of Permanent Disability, (C) initiated by the Participant other than for Good Reason, (D) by reason of the Participant’s death or (E) an Excluded Termination (as defined in Section 4.1(c)); and

a Participant shall be entitled to receive Severance Benefits from the Employer in the amount provided in Section 4.3(b) if (i) a Change in Control has occurred and (ii) within two years thereafter, the Participant’s employment with the Employer terminates for any reason, except that, notwithstanding the foregoing provisions of this Section 4.1(a)(ii), no Severance Benefits under Section 4.3(b) shall be payable to a Participant should the Participant’s termination of employment be (A) initiated by the Employer for Cause, (B) by reason of Permanent Disability, (C) initiated by the Participant other than for Good Reason or (D) by reason of the Participant’s death.

(b) No Severance Benefits shall be provided to a Participant unless the Participant has properly executed and delivered to the Employer a release of claims and that release of claims has become irrevocable as provided therein. Such release of claims shall not be accepted by the Employer unless it is executed on or after the Participant’s Termination Date. The initial release of claims is attached to this Plan as Appendix A. Prior to the occurrence of a Change in Control, but subject to Section 8.2, the release of claims may be revised by the Employer. The Employer may in any event modify the release of claims to conform it to the laws of the local jurisdiction applicable to a Participant so long as such modification does not increase the obligations of the Participant thereunder.

(c) If, following a Change in Control, a Participant’s employment with the Employer terminates in connection with the sale, divestiture or other disposition of the stock or assets of any Operating Unit (or part thereof) (a “Transaction”), such termination shall not be a termination of employment of the Participant for purposes of the Plan, and (notwithstanding the rights provided to the Participant by Section 4.1(a)(i)) the Participant shall not be entitled to Severance Benefits as a result of such termination of employment if (i) the Participant is offered

continued employment, or continues in employment, with the divested Operating Unit (or part thereof) or the purchaser of the stock or assets of the Operating Unit (or part thereof), or one of their respective Affiliates (the “Post-Transaction Employer”), as the case may be, on terms and conditions that would not constitute Good Reason and (ii) the Company obtains an agreement from the acquiror of the stock or assets of the divested Operating Unit (or part thereof), enforceable by the Participant, to provide or cause the Post-Transaction Employer to provide severance pay and benefits, if the Participant accepts the offered employment or continues in employment with the Post-Transaction Employer or its Affiliates following the Transaction, (A) at least equal to the Severance Benefits set forth in Section 4.3(a) and (B) payable upon a termination of the Participant’s employment with the Post-Transaction Employer and its Affiliates within such portion of the two-year period described in Section 4.1(a)(i) as is then remaining and under the same circumstances set forth in Section 4.1(a)(i). For purposes of this Section 4.1(c), the terms “Cause” and “Good Reason” shall have the meanings ascribed to them in Sections 2.6 and 2.16 respectively, but the term “Employer” as it is used in those Sections shall be deemed to refer to the entity employing the Participant after the Transaction, the term “Company” as used in those Sections shall be deemed to refer to such entity or, if applicable, the ultimate parent corporation of such entity, and the term “Board” as used in those Sections shall refer to the body serving the function of a board of directors for such entity or, if applicable, the ultimate parent corporation of such entity.

A termination of employment described in this Section 4.1(c) is herein referred to as an “Excluded Termination.” In the circumstances described in this Section 4.1(c), the Participant shall not be entitled to receive Severance Benefits under Section 4.3(a) of this Plan whether or not the Participant accepts the offered employment or continues in employment. The provisions of this Section 4.1(c) do not create any entitlement to Severance Benefits from the Employer in any circumstances whatsoever and are to be construed solely as a limitation on such entitlement in the circumstances herein set forth.

(d) For purposes of determining a Participant’s and the Employer’s rights and obligations under the Plan, the transfer of employment of a Participant from the Employer or one of its subsidiaries to an Affiliate of an Employer, or from such Affiliate to the Employer or one of its subsidiaries, in each case whether before or after the Change in Control, shall not constitute a termination of employment for purposes of the Plan; provided, however , that if such transfer takes place on or after the Change in Control, the Affiliate employing the Participant shall, with respect to that Participant, become the Employer for all purposes under the Plan.

4.2. If (i) a Participant’s employment is terminated by the Employer without Cause prior to the date of a Change in Control or (ii) an action is taken with respect to the Participant prior to the date of a Change in Control that would constitute Good Reason if taken after a Change in Control, and the Participant reasonably demonstrates that such termination or action (A) was at the request of a third party that has indicated an intention or taken steps reasonably calculated to effect a Change in Control or (B) otherwise arose in connection with, or in anticipation of, a Change in Control that has been threatened or proposed, such termination or action shall be deemed to have occurred after such Change in Control for purposes of the Plan, so long as such Change in Control actually occurs. If any such termination or action occurs while an agreement is pending and the effective provisions of such agreement provide for a transaction or transactions which if consummated would constitute a Change in Control, then such termination or action shall conclusively be presumed to have occurred in connection with a Change in Control.

4.3. Amount of Severance Benefits.

(a) Subject to Sections 4.3(c) through 4.3(f), if a Participant’s employment is terminated in circumstances entitling him or her to the Severance Benefits provided in this Section 4.3(a), such Participant shall be entitled to each of the following:

(i) The Employer shall pay to the Participant a Pro-Rata Bonus in a lump sum within thirty days following the Termination Date.

(ii) The Employer shall pay to the Participant, as severance pay and in lieu of any further Base Salary for periods subsequent to the Termination Date, an amount of cash equal to the Multiple times the sum of (A) the Base Salary and (B) the Bonus Amount, with such severance pay to be paid in substantially equal installments not less often than monthly over a number of years equal to the Multiple, or, as to any Participant whose Multiple has been reduced pursuant to the following proviso, over the period from the Termination Date through the date on which the Participant attains age 65; provided , however , that, for purposes of this Section 4.3(a)(2), (i) the Multiple shall be reduced if the number of days from the Termination Date to the date on which the Participant attains age 65 is less than (x) 1,095, if the Multiple applicable to the Participant is three, (y) 730, if the Multiple applicable to the Participant is two or (z) 547, if the Multiple applicable to the Participant is one and one-half (in each case determined without regard to the proviso) (whichever of (x), (y) or (z) is applicable to the Participant, the “Applicable Number”), and (ii) the Multiple as so reduced shall be determined by multiplying the Multiple (determined without regard to this proviso) times a fraction, the numerator of which is the number of days from the Termination Date through the date that the Participant attains age 65 and the denominator of which is the Applicable Number.

(iii) For Participants who are U.S.-based employees eligible to participate in the Health Plan and Life Insurance Plan, for a period (the “ Continuation Period ”) equal to the lesser of (i) the number of full and partial years subsequent to the Participant’s Termination Date equal to the Multiple or (ii) the period beginning on the Participant’s Termination Date and ending on his or her 65th birthday, the Employer shall continue, on behalf of the Participant and his or her dependents and beneficiaries, the medical, dental and life insurance benefits that were being provided to the Participant and his or her dependents and beneficiaries under the Health Plan and Life Insurance Plan immediately prior to the Change in Control or, if greater, as of the Termination Date. The cost to the Participant of such coverage and the terms and conditions of such coverage, in each case during the Continuation Period, shall be the same as those applicable to similarly situated active U.S-based employees of the Employer during the Continuation Period. Following the Continuation Period, the Participant and his or her dependents and beneficiaries shall be eligible to elect medical and/or dental continuation coverage pursuant to Section 601 of ERISA and Section 4980B of the Code, and the cost of such medical and dental continuation coverage shall be the same as is charged to terminated former salaried U.S.-based employees of the Employer and its subsidiaries during such period. The obligation under this Section 4.3(a)(3) with respect to the foregoing benefits shall be reduced to the extent that the Participant obtains any such benefits pursuant to a

subsequent employer’s benefit plans, in which case the Employer may reduce or eliminate the coverage and benefits it is required to provide the Participant hereunder as long as the aggregate coverages and benefits of the combined benefit plans are no less favorable to the Participant than the coverages and benefits required to be provided hereunder. In addition, no benefits shall be provided pursuant to this Section 4.3(a)(3) to the extent that the Participant is entitled to the same type of benefits as a retiree of the Employer, including those eligible for treatment as a retiree under Section 4.3(b)(2), Section 4.3(b)(3) or Section 4.3(b)(4).

(iv) If the Participant is U.S.-based and is eligible to receive Employer-provided financial planning services as of the Termination Date, the Employer shall, at its expense, continue to provide such financial planning services to the Participant during the calendar year in which the Termination Date occurs and during the next following calendar year.

(v) The Employer shall, at its expense, permit the Participant to participate in outplacement assistance services which are (1) as to Executive Committee Members, at a level appropriate for senior management of a public company but not less than the same as at the highest level provided under the MSD Separation Benefits Plan for Nonunion Employees as in effect from time to time and (2) as to Other Executives, the same as at the highest level provided under the MSD Separation Benefits Plan for Nonunion Employees as in effect from time to time. Outplacement benefits shall be provided in kind; cash shall not be paid in lieu thereof, nor will cash Severance Benefits be increased if a Participant declines or does not use the outplacement benefits.

(b) Subject to Sections 4.3(c) through 4.3(f), if a Participant’s employment is terminated in circumstances entitling him or her to the Severance Benefits provided in this Section 4.3(b), such Participant shall be entitled to each of the following:

(i) The Participant shall be entitled to the pension benefits as described in Appendix B.

(ii) For Participants who are U.S.-based employees eligible to participate in the Health Plan, if the Participant on his or her Termination Date is not at least age 55 with the requisite amount of service with an Employer to satisfy the requirements to be considered a retiree under the Health Plan but would attain at least age 50 and meet the service requirements to be considered a retiree under the Health Plan within two years following the date of the Change in Control (assuming continued employment during the entirety of such two-year period), then the Participant shall be eligible for retiree healthcare benefits under the Health Plan on his or her Termination Date on the same terms and conditions applicable to salaried U.S.-based employees of the Employer whose employment terminated the last day of the month prior to the Participant’s Termination Date who were treated as retirees under the Health Plan as of that date.

(iii) For Participants who are U.S.-based employees eligible to participate in the Executive Health Plan who on their Termination Date are not eligible to be considered retirees under the Health Plan (including under Section 4.3(b)(2)), if the Participant on his or her Termination Date does not satisfy the age requirement (or for Participants who are Executive Committee Members, the age or service requirements) to be considered a retiree under

the Executive Health Plan but would satisfy such requirements to be considered a retiree under the Executive Health Plan within two years following the date of the Change in Control (assuming continued employment during the entirety of such two-year period), then the Participant shall be eligible for retiree healthcare benefits under the Executive Health Plan on his or her Termination Date on the same terms and conditions applicable to salaried U.S.-based employees of the Employer whose employment terminated the last day of the month prior to the Participant’s Termination Date who were treated as retirees under the Executive Health Plan as of that date.

(iv) For Participants who are U.S.-based employees eligible to participate in the Life Insurance Plan, if the Participant on his or her Termination Date is not either at least age 65 or at least age 55 with the requisite amount of service with an Employer to satisfy the requirements to be considered a retiree under the Life Insurance Plan but would attain at least age 65 or at least age 50 and meet the service requirements to be considered a retiree under the Life Insurance Plan within two years following the date of the Change in Control (assuming continued employment during the entirety of such two-year period), then the Participant shall be eligible for retiree life insurance benefits under the Life Insurance Plan on his or her Termination Date on the same terms and conditions applicable to salaried U.S.-based employees of the Employer whose employment terminated the last day of the month prior to the Participant’s Termination Date who were treated as retirees under the Life Insurance Plan as of that date.

(v) The Employer may, to the extent it deems necessary or appropriate (including to comply with applicable law and to preserve grandfathered status of arrangements subject to Section 409A of the Code), (1) cause the benefits set forth in Appendix B to be paid from the Supplemental Plan, from new arrangements or otherwise from the Employer’s general assets and (2) cause the benefits set forth in Section 4.3(b)(2), 4.3(b)(3) or 4.3(b)(4) to be provided from insured arrangements (including the Executive Health Plan), or pursuant to new arrangements, individual arrangements or otherwise.

(c) The payments and benefits under this Plan to a Participant are intended to constitute the exclusive payments in the nature of severance or termination pay that shall be due to a Participant upon termination of his or her employment without Cause or for Good Reason following a Change in Control and shall be in lieu of any such other payments under any agreement, plan, practice or policy of the Company or its subsidiaries, including the Employer,. Accordingly, if a Participant is a party to an employment, severance, termination, salary continuation or other or similar agreement with the Company or its subsidiaries, including the Employer, or is a participant in any other severance plan, practice or policy of the Company or its subsidiaries, including the Employer, the severance pay to which the Participant is entitled under this Plan shall be reduced (but not below zero) by the amount of severance pay to which he or she is entitled under such other agreement, plan, practice or policy; provided that the reduction set forth in this sentence shall not apply as to any other such agreement, plan, practice or policy that contains a reduction provision substantially similar to this Section 4.3(c) so long as the reduction provision of such other agreement, plan, practice or policy is applied. The severance pay to which a Participant is otherwise entitled shall be further reduced (but not below zero) by any cash payments to which the Participant may be entitled (x) under any federal, state or local plant-closing (or similar or analogous) law (including, without limitation, pursuant to the U.S.

Worker Adjustment and Retraining Notification Act) or (y) under any law outside the U.S. with respect to the payment of severance, termination indemnities or other, similar payments. In addition, cash Severance Benefits shall be reduced by the amount of short-term or long term disability benefits payable to a Participant under any plan, program or arrangement of the Company or its subsidiaries, including the Employer, in the event that cash Severance Benefits payable hereunder cannot, by law, reduce the amount of short-term or long-term disability benefits payable to a Participant under such plan, program, or arrangement. Non-cash Severance Benefits shall be provided under this Plan without duplication of the same or similar benefits to which a Participant may be entitled under any such agreement, plan, practice or policy.

(d) The Participant shall not be required to mitigate the amount of any payment provided for in this Plan by seeking other employment or otherwise and, except as provided in Section 4.3(a)(3), no such payment shall be offset or reduced by the amount of any compensation or benefits provided to the Executive in any subsequent employment.

(e) The Employer’s obligation to provide the Severance Benefits to a Participant, other than those set forth in Section 4.3(b)(1), shall be conditioned on the Participant’s continued compliance in all material respects with the restrictive covenants set forth in Section 6 of the release of claims attached hereto as Appendix A.

(f) Any action taken by the Company or its subsidiaries, including the Employer, that (i) forms a basis of a Participant’s termination of employment for Good Reason or (ii) is taken following the provision of a Notice of Termination and would constitute Good Reason shall be disregarded in calculating the payments and benefits to be provided pursuant to this Section 4.3.

ARTICLE V

TERMINATION OF EMPLOYMENT

5.1. Written Notice Required . Any purported termination of employment, whether by the Employer or by the Participant, shall be communicated by written Notice of Termination to the other. With respect to communications addressed to the Employer, such communication shall be sent to the Corporate Secretary of the Company at its headquarters.

5.2. Termination Date . In the case of the Participant’s death, the Participant’s Termination Date shall be his or her date of death. In all other cases, the Participant’s Termination Date shall be the date specified in the Notice of Termination subject to the following:

(a) If the Participant’s employment is terminated by the Employer for Cause or due to Permanent Disability, the date specified in the Notice of Termination shall be at least 30 days from the date the Notice of Termination is given to the Participant, provided that in the case of Permanent Disability the Participant shall not have returned to the full-time performance of his or her duties during such period of at least thirty days; and

(b) If the Participant terminates his or her employment for Good Reason, the date specified in the Notice of Termination shall not be more than sixty days from the date the Notice of Termination is given to the Employer.

5.3. If the Participant terminates his or her employment for Good Reason, the Employer may, in its discretion, require the Participant to remain employed for transition purposes for not more than thirty days after the Termination Date (such period, the “Extension Period”). If the Employer elects to continue the Participant’s employment during the Extension Period pursuant to this Section 5.3, then (i) during the Extension Period, the Participant shall continue to receive compensation and employee benefits that are the same as in effect prior to the commencement of the Extension Period and (ii) no act, circumstance or occurrence during the Extension Period shall affect the right of the Participant to receive the Severance Benefits determined as of the Termination Date, or if greater, determined as of the end of the Extension Period.

ARTICLE VI

EFFECT OF SECTIONS 280G AND 4999 OF THE CODE

6.1. Executive Committee Members . This Section 6.1 shall be applicable solely to Participants who are Executive Committee Members.

(a) Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any Payment to or in respect of a Participant would be subject to the Excise Tax, then the Participant shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by the Participant of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Participant retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Employer’s obligation to make Gross-Up Payments under this Section 6.1 shall not be conditioned upon the Participant’s termination of employment.

(b) Subject to the provisions of Section 6.1(c), all determinations required to be made under this Section 6.1, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent accounting firm (the “ Accounting Firm ”). The Accounting Firm shall provide detailed supporting calculations both to the Employer and the Participant within thirty business days of the receipt of notice from the Participant that there has been a Payment or such earlier time as is requested by the Employer. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 6.1, shall be paid by the Employer to the Participant within thirty days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm shall be binding upon the Employer and the Participant. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Employer should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Employer exhausts its remedies pursuant to

Section 6.1(c) and the Participant thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Employer to or for the benefit of the Participant.

(c) The Participant shall notify the Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than ten business days after the Participant is informed in writing of such claim. The Participant shall apprise the Employer of the nature of such claim and the date on which such claim is requested to be paid. The Participant shall not pay such claim prior to the expiration of the thirty-day period following the date on which the Participant gives such notice to the Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Employer notifies the Participant in writing prior to the expiration of such period that the Employer desires to contest such claim, the Participant shall:

(i) give the Employer any information reasonably requested by the Employer relating to such claim,

(ii) take such action in connection with contesting such claim as the Employer shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Employer,

(iii) cooperate with the Employer in good faith in order effectively to contest such claim, and

(iv) permit the Employer to participate in any proceedings relating to such claim;

provided , however , that the Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, and shall indemnify and hold the Participant harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 6.1(c), the Employer shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Participant and direct the Participant to sue for a refund or contest the claim in any permissible manner, and the Participant agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Employer shall determine; provided , however , that, if the Employer pays such claim and directs the Participant to sue for a refund, the Employer shall indemnify and hold the Participant harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and provided , further , that any extension of the statute of

limitations relating to payment of taxes for the taxable year of the Participant with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Employer’s control of the contest shall be limited to issues with respect to which the Gross-Up Payment would be payable hereunder, and the Participant shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(d) If, after the receipt by the Participant of a Gross-Up Payment or payment by the Employer of an amount on the Participant’s behalf pursuant to Section 6.1(c), the Participant becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Participant shall (subject to the Employer’s complying with the requirements of Section 6.1(c), if applicable) promptly pay to the Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Employer of an amount on the Participant’s behalf pursuant to Section 6.1(c), a determination is made that the Participant shall not be entitled to any refund with respect to such claim and the Employer does not notify the Participant in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Notwithstanding any other provision of this Section 6.1, the Employer may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Participant, all or any portion of any Gross-Up Payment, and the Participant hereby consents to such withholding and payment.

6.2. Other Executives . This Section 6.2 shall be applicable solely to Participants who are Other Executives.

(a) Anything in this Plan to the contrary notwithstanding, in the event it shall be determined that any Payment to or in respect of a Participant would be subject to the Excise Tax, then the Payments shall be reduced (but not below zero) if and to the extent that a reduction in the Payments would result in the Participant retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax) than if the Participant received the entire amount of such Payments. Unless the Participant shall have given prior written notice specifying a different order to the Employer to effectuate the foregoing, the Employer shall reduce or eliminate the Payments by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as defined below). Any notice given by the Participant pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Participant’s rights and entitlements to any benefits or compensation.

(b) The determination of whether the Payments shall be reduced as provided in Section 6.2(a) and the amount of such reduction shall be made at the Employer’s expense by the Accounting Firm, which shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Employer and the Participant within

thirty business days after the Termination Date. If the Accounting Firm determines that no Excise Tax is payable by the Participant with respect to the Payments, it shall furnish the Participant with an opinion reasonably acceptable to the Participant that no Excise Tax will be imposed with respect to any such payments and, absent manifest error, such Determination shall be binding, final and conclusive upon the Employer and the Participant.

ARTICLE VII

SUCCESSORS TO EMPLOYER

7.1. Successors . This Plan shall bind any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company and its subsidiaries including the Employer, in the same manner and to the same extent that the Company and its subsidiaries including the Employer would be obligated under this Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform the obligations of the Company and each Employer under this Plan, in the same manner and to the same extent that the Company and each Employer would be required to perform if no such succession had taken place.

7.2. Impact of Merck/Schering-Plough Merger.

(a) This Plan, as amended and restated shall be assumed by Merck & Co, Inc. upon the effective time of the Merck/Schering-Plough Merger.

(b) For Participant’s who were active Participants in the Plan prior to the Restatement Date, with respect to the determination of such Participant’s right to Severance Benefits, and for all other purposes under the Plan, a “Change in Control” shall mean both a “Change in Control” defined in Section 2.7 of the Plan and an “MSD Change in Control” defined in Section 2.26 of the Plan for the period beginning on the Restatement Date and ending on the first anniversary of the Restatement Date.

(c) With respect to awards of stock options, restricted stock, restricted stock units or other forms of equity awards issued pursuant to the MSD 2007 Stock Incentive Plan (formerly known as the Merck & Co., Inc. Stock Incentive Plan) or any other incentive plans of the Company or its subsidiaries following the effective date of the Merck/Schering-Plough Merger, a “Change in Control” shall mean a “Change in Control” defined in Section 2.7 of the Plan; provided, however , that for any stock options, restricted stock, restricted stock units or other forms of equity awards that were issued prior to the effective date of the Merck/Schering-Plough Merger pursuant to the MSD 2007 Stock Incentive Plan and the Prior Equity Plans, a “Change in Control” shall mean both a “Change in Control” defined in Section 2.7 of the Plan and an “MSD Change in Control” defined in Section 2.26 of the Plan for the remaining term of such outstanding awards.

ARTICLE VIII

DURATION, AMENDMENT AND PLAN TERMINATION

8.1. Duration . This Plan shall continue in effect until terminated in accordance with Section 8.2. If a Change in Control occurs, this Plan shall continue in full force and effect and shall not terminate or expire until after all Participants who have become entitled to Severance Benefits hereunder shall have received such payments in full.

8.2. Amendment and Termination . Prior to a Change in Control, the Plan may be amended or modified in any respect, and may be terminated, in any such case by resolution adopted by two-thirds of the Compensation and Benefits Committee of the Board; provided , however , that no such amendment, modification or termination that would adversely affect the benefits or protections hereunder of any individual who is a Participant as of the date such amendment, modification or termination is adopted shall be effective as it relates to such individual unless no Change in Control occurs within one year after such adoption, any such attempted amendment, modification or termination adopted within one year prior to a Change in Control being null and void ab initio as it relates to all such individuals who were Participants prior to such adoption (it being understood, however, that, subject to Section 4.2, the hiring, termination of employment, promotion or demotion of any employee of the Employer or transfer of an employee’s employment from an Employer to an Affiliate that is not an Employer prior to a Change in Control shall not be construed to be an amendment, modification or termination of the Plan); provided , further , however , that the Plan may not be amended, modified or terminated, (i) at the request of a third party who has indicated an intention or taken steps to effect a Change in Control and who effectuates a Change in Control or (ii) otherwise in connection with, or in anticipation of, a Change in Control which actually occurs, any such attempted amendment, modification or termination being null and void ab initio . Any action taken to amend, modify or terminate the Plan which is taken after the execution of an agreement providing for a transaction or transactions which, if consummated, would constitute a Change in Control shall conclusively be presumed to have been taken in connection with a Change in Control. From and after the occurrence of a Change in Control, the Plan may not be amended or modified in any manner that would in any way adversely affect the benefits or protections provided hereunder to any individual who is a Participant in the Plan on the date the Change in Control occurs. The revision of the release of claims attached hereto as Appendix A shall be deemed to be a modification of the Plan for purposes of this Section 8.2.

8.3. Form of Amendment . The form of any amendment or termination of the Plan in accordance with Section 8.2 hereof shall be a written instrument signed by a duly authorized officer or officers of the Company, certifying that the amendment or termination has been approved by the Compensation and Benefits Committee of the Board.

ARTICLE IX

SECTION 409A OF THE CODE

9.1. General . To the extent applicable, the provisions of this Plan shall be construed in a manner consistent with Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder (collectively, “Section 409A”). If the Compensation and Benefits Committee of the Board believes, at any time, that any benefit or

right to which a Participant is entitled under the Plan that is either subject to Section 409A or exempt from Section 409A does not so comply, the Compensation and Benefits Committee of the Board may in its sole discretion adopt such amendments to this Plan or take such other actions that the Compensation and Benefits Committee of the Board determines are necessary or appropriate to either exempt the such benefits and rights from Section 409A or comply with the requirements of Section 409A; provided, however, that this Section 9.1 shall not create any obligation on the part of the Compensation and Benefits Committee of the Board to adopt any such amendment or take any other action.

9.2. Distributions on Account of Separation from Service . Notwithstanding anything to the contrary, if and to the extent required to comply with Section 409A, any payment or benefit required to be paid under this Plan as part of the Participant’s Severance Benefits shall be made upon the Participant incurring a “separation of service” within the meaning of Code Section 409A as of the Participant’s Termination Date, or day after the end of any Extension Period, as set forth in Section 5.3, if later.

9.3. Timing of Severance Payments . In the case where this Plan provides for the payment of an amount that constitutes nonqualified deferred compensation under Section 409A to be made to the Participant within a designated period (e.g. within 30 days after the Termination Date) and such period begins and ends in different calendar years, the exact payment date within such range shall, subject to Section 9.4 below, be determined by the Compensation and Benefits Committee of the Board, in its sole discretion, and the Participant shall have no right to designate the year in which the payment shall be made.

9.4. Delay of Payments for Specified Employees . Notwithstanding anything in this Plan to the contrary, if the Participant is deemed to be a “specified employee” for purposes of Section 409A, no Severance Benefits or other payments pursuant to, or contemplated by, this Plan shall be made to the Participant before the date that is six months after the Participant’s “separation from service” (or, if earlier, the date of the Participant’s death) if and to the extent that such payment or benefit constitutes deferred compensation (or may be nonqualified deferred compensation) under Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum without interest at the end of such required delay period in order to catch up to the original payment schedule.

9.5. No Acceleration of Payments . No payment or benefit that is subject to Section 409A may be accelerated, except in compliance with Section 409A and the provisions of this Plan, and no amount that is subject to Section 409A shall be paid prior to the earliest date on which it may be paid without violating Section 409A.

9.6. Treatment of Each Installment as a Separate Payment . For purposes of applying the provisions of Section 409A to this Plan, each separately identified amount to which a Participant is entitled under this Plan as part of the Severance Benefits shall be treated as a separate payment. In addition, to the extent permissible under Section 409A, any series of installment payments under this Plan as part of the Severance Benefits shall be treated as a right to a series of separate payments.

9.7. Gross Up . In the event a Participant becomes entitled to a Gross-Up Payment under Article VI, the Gross-Up Payment shall in no event be made later than December 31 of the year following the year during which the related Excise Tax is remitted to the Internal Revenue Service.

9.8. Continued Health Benefits . In the event that Participant receives continued health benefits pursuant to Section 4.3 of this Plan that is not otherwise exempt under Section 409A, such expense or reimbursement shall meet the following requirements: (i) the amount of expenses eligible for reimbursement provided to the Participant during any calendar year will not affect the amount of expenses eligible for reimbursement or in-kind benefits provided to the Participant in any other calendar year, (ii) the reimbursements for expenses for which the Participant is entitled to be reimbursed shall be made on or before the last day of the calendar year following the calendar year in which the applicable expense is incurred, and (iii) the right to payment or reimbursement on in-kind benefits hereunder may not be liquidated or exchanged for any other benefit.

9.9. Reimbursements . Notwithstanding anything in this Plan to the contrary, any payment, to the extent such payment constitutes deferral of compensation under Section 409A, to reimburse the Participant, including but not limited to reimbursements pursuant to Section 9.8 above, shall be made no later than the end of the Participant’s taxable year next following the Participant’s taxable year in which the Participant incurs such expense.

ARTICLE X

MISCELLANEOUS

10.1. Legal Fees and Expenses . The Employer shall pay all legal fees and related expenses (including the costs of experts, evidence and counsel) reasonably and in good faith incurred by a Participant if the Participant prevails on his or her claim for relief in an action (i) by the Participant to obtain or enforce any right or benefit provided by this Plan or (ii) by the Company or the Employer to enforce post-termination covenants against the Participant.

10.2. Employment Status . This Plan does not constitute a contract of employment or impose on any Employer any obligation to retain any Participant as an employee, to change the status of any Participant’s employment as an Executive Committee Member or Other Executive (as applicable), or to change any employment policies of any Employer.

10.3. Withholding of Taxes . The Employer shall withhold from any amounts payable under this Plan all federal, state, local or other taxes that are legally required to be withheld.

10.4. No Effect on Other Benefits . Severance Benefits shall not be counted as compensation for purposes of determining benefits under other benefit plans, programs, policies and agreements, except to the extent expressly provided therein or herein.

10.5. Validity and Severability . The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10.6. Settlement of Claims . The Employer’s obligation to make the payments provided for in this Plan and otherwise to perform its obligations hereunder shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, defense, recoupment, or other right which the Employer may have against a Participant or others.

10.7. Unfunded Obligation . All Severance Benefits provided under this Plan shall constitute an unfunded obligation of the Employer. Payments shall be made, as due, from the general funds of the Employer. This Plan shall constitute solely an unsecured promise by the Employer to provide such benefits to Participants to the extent provided herein. For avoidance of doubt, any pension, health or life insurance benefits to which a Participant may be entitled under this Plan shall be provided under other applicable employee benefit plans of the Company or the Employer. This Plan does not provide the substantive benefits under such other employee benefit plans, and nothing in this Plan shall restrict the Company’s or Employer’s ability to amend, modify or terminate such other employee benefit plans (whether before or after a Change in Control (but subject to Section 2.17 following a Change in Control)).

10.8. Governing Law . It is intended that the Plan be an “employee welfare benefit plan” within the meaning of Section 3(1) of ERISA, and the Plan shall be administered in a manner consistent with such intent. The Plan and all rights thereunder shall be governed and construed in accordance with ERISA and, to the extent not preempted by federal law, with the laws of the state of New Jersey, wherein venue shall lie for any dispute arising hereunder. This Plan shall also be subject to all applicable non-U.S. laws as to Participants employed by subsidiaries of the Company located outside of the United States. Subject to the express terms and conditions set forth in the Plan, the Compensation and Benefits Committee of the Board shall have the power from time to time to construe and interpret the Plan and to establish, amend and revoke rules and regulations for the administration of the Plan, including, but not limited to, correcting any defect or supplying any omission, or reconciling any inconsistency in the Plan, in the manner and to the extent it shall deem necessary or advisable, including so that the Plan and the operation of the Plan complies with the Code and other applicable law, and otherwise to make the Plan fully effective.

10.9. Assignment . This Plan shall inure to the benefit of and shall be enforceable by a Participant’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If a Participant should die while any amount is still payable to the Participant under this Plan had the Participant continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Plan to the Participant’s estate. A Participant’s rights under this Plan shall not otherwise be transferable or subject to lien or attachment.

10.10. Enforcement . This Plan is intended to constitute an enforceable contract between the Employer and each Participant subject to the terms hereof.

10.11. Restatement Date . This Plan was originally effective as of November 23, 2004 and is Amended and Restated effective as of the date of the consummation of the Merck/Schering-Plough Merger.

Appendix A

Form of Release of Claims

GENERAL RELEASE

1. General Release .

In consideration of the payments and benefits to be made under the Merck & Co., Inc. Change in Control Separation Benefits Plan (the “ Plan ”), (the “ Employee ”), with the intention of binding the Employee and the Employee’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge Merck and Co., Inc. (the “ Company ”) and each of its subsidiaries and affiliates (the “ Company Affiliated Group ”), including Merck Sharp & Dohme Corp. or its subsidiaries (the “ Employer ”), their present and former officers, directors, executives, agents, attorneys, employees and employee benefits plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “ Company Released Parties ”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected which the Employee, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, against any Company Released Party in any capacity, including, without limitation, any and all claims (i) arising out of or in any way connected with the Employee’s service to any member of the Company Affiliated Group (or the predecessors thereof) in any capacity, or the termination of such service in any such capacity, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort and (iv) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices), any and all claims based on the Employee Retirement Income Security Act of 1974 (“ ERISA ”), any and all claims arising under the civil rights laws of any federal, state or local jurisdiction, including, without limitation, Title VII of the Civil Rights Act of 1964 (“ Title VII ”), the Americans with Disabilities Act (“ ADA ”), Sections 503 and 504 of the Rehabilitation Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (“ ADEA ”), the Pennsylvania Human Relations Act, the New Jersey Law Against Discrimination and any and all claims under any whistleblower laws or whistleblower provisions of other laws including, without limitation, the New Jersey Conscientious Employee Protection Act, excepting only:

(a) rights of the Employee under this General Release and the Plan;

(b) rights of the Employee relating to equity awards held by the Employee as of his or her Termination Date (as defined in the Plan);

(d) rights to indemnification the Employee may have (i) under applicable corporate law, (ii) under the by-laws or certificate of incorporation of any Company Released Party or (iii) as an insured under any director’s and officer’s liability insurance policy now or previously in force;

(e) claims (i) for benefits under any health, disability, retirement, deferred compensation, life insurance or other, similar employee benefit plan or arrangement of the Company Affiliated Group and (ii) for earned but unused vacation pay through the Termination Date in accordance with an applicable policy of the Company or its subsidiaries, including the Employer; and

(f) claims for the reimbursement of unreimbursed business expenses incurred prior to the Termination Date pursuant to an applicable policy of the Company or its subsidiaries, including the Employer.

2. No Admissions . The Employee acknowledges and agrees that this General Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.

3. Application to all Forms of Relief . This General Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages for pain or suffering, costs and attorney’s fees and expenses.

4. Specific Waiver . The Employee specifically acknowledges that his or her acceptance of the terms of this General Release is, among other things, a specific waiver of his or her rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided , however , that nothing herein shall be deemed, nor does anything herein purport, to be a waiver of any right or claim or cause of action which by law the Employee is not permitted to waive.

5. No Complaints or Other Claims . The Employee acknowledges and agrees that he or she has not, with respect to any transaction or state of facts existing prior to the date hereof, filed any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal.

6. Conditions of General Release .

(a) Terms and Conditions . From and after the Termination Date, the Employee shall abide by all the terms and conditions of this General Release and the terms and conditions set forth in the Terms and Conditions of Employment signed by the Employee, which is incorporated herein by reference.

(b) Confidentiality . The Employee shall not, without the prior written consent of the Company or its subsidiaries, including the Employer, or as may otherwise be required by law or any legal process, or as is necessary in connection with any adversarial proceeding against any member of the Company Affiliated Group (in which case the Employee shall cooperate with the Company or its subsidiaries, including the Employer, in obtaining a protective order at the Company’s (or its subsidiaries’) expense against disclosure by a court of competent jurisdiction), communicate, to anyone other than the Company or its subsidiaries, including the Employer, and those designated by the Company or its subsidiaries, including the Employer, or on behalf of the Company or its subsidiaries, including the Employer, in the furtherance of its business, any trade secrets, confidential information, knowledge or data relating to any member of the Company Affiliated Group, obtained by the Employee during the Employee’s employment by the Company or its subsidiaries, including the Employer, that is not generally available public knowledge (other than by acts by the Employee in violation of this General Release).

(c) Return of Company Material . The Employee represents that he or she has returned to the Company or its subsidiaries, including the Employer, all Company Material (as defined below). For purposes of this Section 6(c), “ Company Material ” means any documents, files and other property and information of any kind belonging or relating to (i) any member of the Company Affiliated Group, (ii) the current and former suppliers, creditors, directors, officers, employees, agents and customers of any of them or (iii) the businesses, products, services and operations (including without limitation, business, financial and accounting practices) of any of them, in each case whether tangible or intangible (including, without limitation, credit cards, building and office access cards, keys, computer equipment, cellular telephones, pagers, electronic devices, hardware, manuals, files, documents, records, software, customer data, research, financial data and information, memoranda, surveys, correspondence, statistics and payroll and other employee data, and any copies, compilations, extracts, excerpts, summaries and other notes thereof or relating thereto), excluding only information (x) that is generally available public knowledge or (y) that relates to the Employee’s compensation or employee benefits.

(d) Cooperation . Following the Termination Date, the Employee shall reasonably cooperate with the Company or its subsidiaries, including the Employer, upon reasonable request of the Board and be reasonably available to the Company or its subsidiaries, including the Employer, with respect to matters arising out of the Employee’s services to the Company Affiliated Group.

(e) Nondisparagement . The Employee agrees not to communicate negatively about or otherwise disparage any Company Released Party or the products or businesses of any of them in any way whatsoever.

(f) Nonsolicitation . The Employee agrees that for the period of time beginning on the date hereof and ending on the second anniversary of the date of the Change in Control, the Employee shall not, either directly or indirectly, solicit, entice, persuade, induce or otherwise attempt to influence any person who is employed by any member of the Company Affiliated Group to terminate such person’s employment by such member of the Company Affiliated Group. The Employee also agrees that for the same period of time he or she shall not assist any person or entity in the recruitment of any person who is employed by any member of the Company Affiliated Group. The Employee’s provision of a reference to or in respect of any individual shall not be a violation this Section 6(f).

(g) No Representation . The Employee acknowledges that, other than as set forth in this Agreement and the Plan, (i) no promises have been made to him or her and (ii) in signing this General Release the Employee is not relying upon any statement or representation made by or on behalf of any Company Released Party and each or any of them concerning the merits of any claims or the nature, amount, extent or duration of any damages relating to any claims or the amount of any money, benefits, or compensation due the Employee or claimed by the Employee, or concerning the General Release or concerning any other thing or matter.

(h) Injunctive Relief . In the event of a breach or threatened breach by the Employee of this Section 6, the Employee agrees that the Company or its subsidiaries, including the Employer, shall be entitled to injunctive relief in a court of appropriate jurisdiction to remedy any such breach or threatened breach, the Employee acknowledging that damages would be inadequate or insufficient.

7. Voluntariness . The Employee agrees that he or she is relying solely upon his or her own judgment; that the Employee is over eighteen years of age and is legally competent to sign this General Release; that the Employee is signing this General Release of his or her own free will; that the Employee has read and understood the General Release before signing it; and that the Employee is signing this General Release in exchange for consideration that he or she believes is satisfactory and adequate.

8. Legal Counsel . The Employee acknowledges that he or she has been informed of the right to consult with legal counsel and has been encouraged to do so.

9. Complete Agreement/Severability . This General Release constitutes the complete and final agreement between the parties and supersedes and replaces all prior or contemporaneous agreements, negotiations, or discussions relating to the subject matter of this General Release. All provisions and portions of this General Release are severable. If any provision or portion of this General Release or the application of any provision or portion of the General Release shall be determined to be invalid or unenforceable to any extent or for any reason, all other provisions and portions of this General Release shall remain in full force and shall continue to be enforceable to the fullest and greatest extent permitted by law.

10. Acceptance . The Employee acknowledges that he or she has been given a period of twenty-one (21) days within which to consider this General Release, unless applicable law requires a longer period, in which case the Employee shall be advised of such longer period and such longer period shall apply. The Employee may accept this General Release at any time within this period of time by signing the General Release and returning it to the Employer.

11. Revocability . This General Release shall not become effective or enforceable until seven (7) calendar days after the Employee signs it. The Employee may revoke his or her acceptance of this General Release at any time within that seven (7) calendar day period by sending written notice to the Company, addressed to the Company’s Corporate Secretary at its headquarters. Such notice must be received by the Company within the seven (7) calendar day period in order to be effective and, if so received, would void this General Release for all purposes.

12. Amendment, Termination of Plans . The Company retains the right (to the extent permitted by law) to amend, modify or terminate the Plan in accordance with its terms, and nothing in this General Release affects or alters that right. If the Employee signs and returns the General Release, any later amendment, modification or termination shall have no effect on the amount of Severance Benefits the Employee is eligible to receive as set forth in the Plan as in effect on the date that the Employee signs this General Release.

13. Governing Law . Except for issues or matters as to which federal law is applicable, this General Release shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey without giving effect to the conflicts of law principles thereof.

Please indicate your acceptance of this General Release by signing and dating this letter and returning it to the Company. A duplicate of this letter is enclosed for your records.


Very truly yours,


Name:
Title:

ACCEPTED AND AGREED:

Appendix B

Description of Change-in-Control Benefits under the MSD Salaried Retirement Plan

This Appendix describes benefits under the Pension Plan and the Supplemental Plan provided to a Participant in the Plan if such Participant signs and returns the release of claims in use under the Plan.

1. If a Participant’s employment is terminated in circumstances entitling him or her to the Severance Benefits provided in Section 4.3(b) of the Plan,

a) For a Participant who participates in the Pension Plan and on his or her Termination Date is not at least age 55 with at least ten years of Credited Service under the Pension Plan but would attain at least age 50 and have at least ten years of Credited Service under the Pension Plan within two years following the date of the Change in Control (assuming continued employment during the entirety of such two-year period), then the Participant shall be deemed to be eligible for a subsidized early retirement benefit under the Pension Plan commencing no earlier than age 55 based on his or her Credited Service under the Pension Plan accrued as of his or her Termination Date.

b) For a Participant who participates in the Pension Plan and on his or her Termination Date is not at least age 65 but would attain at least age 65 within two years following the date of the Change in Control without regard to years of Credited Service (assuming continued employment during the entirety of such two-year period), then the Participant shall be deemed to be eligible for a benefit unreduced for early commencement under the Pension Plan commencing as soon after his or her Termination Date that he or she elects to commence to receive benefits.

c) For a Participant who participates in the Pension Plan and on his or her Termination Date is not eligible for the “Rule of 85 Transition Benefit” (as such term is defined in the Pension Plan) but would have been eligible for the Rule of 85 Transition Benefit within two years following the date of the Change in Control (assuming continued employment during the entirety of such two-year period), then the Participant shall be deemed to be eligible for the Rule of 85 Transition Benefit upon commencement of his or her pension benefit under the Pension Plan.

2. If a Participant’s employment is terminated in circumstances entitling him or her to the Severance Benefits provided in Section 4.3(a) of the Plan,

a) If the Participant participates in the Supplemental Plan at any time prior to the Termination Date, the Employer shall adjust the benefit payable thereunder (a) by adding a number of years of additional Credited Service to the Participant’s existing Credited Service as of the Termination Date equal to the Multiple, (b) by assuming for each of the years of Credited Service added pursuant to clause (a) that the Participant’s Compensation (as such term is defined in the Pension Plan) was equal to the sum of the Participant’s Base Salary and Bonus Amount, (c) by adding a number of years of age to the Participant thereunder equal to the Multiple and (d) then by calculating the Participant’s pension in accordance with the formula provided therein as of immediately prior to the Change in Control or, if greater, as of the Termination Date. Anything in this Article II to the contrary notwithstanding, the application of the Multiple and any additional years of age shall not cause the Participant’s total years of Credited Service or age to exceed the amount that would have applied to the Participant if his or her employment had continued to age 65.

3. The benefits described in Article I of this Appendix shall be payable from the Pension Plan and, to the extent that such benefits cannot be paid from the Pension Plan, then such benefits shall be paid under the Supplemental Plan or under new arrangements or from the Employer’s general assets as provided by Section 4.3(b)(5) of the Plan. The benefits provided under Article II shall be paid from the Supplemental Plan or under new arrangements or from the Employer’s general assets as provided by Section 4.3(b)(5) of the Plan.

Exhibit 10.15

MERCK SHARP & DOHME CORP.

DEFERRAL PROGRAM

Including the Base Salary Deferral Plan

( Effective as Amended and Restated on the Closing Date of the Transactions )

TABLE OF CONTENTS


		Page
Article I	Administration	1

Article II	Eligibility	1

Article III	Deferral into a Deferred Compensation Account	2

Article IV	Valuation of Deferred Compensation Accounts	4

Article V	Redesignation within a Deferred Compensation Account	7

Article VI	Distribution of Deferred Compensation Accounts	8

Article VII	Deductions from Distributions	9

Article VIII	Beneficiary Designations	9

Article IX	Amendments	10

Article X	Claims and Appeal Procedures	10

Article XI	Domestic Relations Orders	11

Schedule I	Deferral Program Investment Alternatives	13

Schedule II	Special Provisions Applicable to Medco Health Employees	14

MERCK SHARP & DOHME CORP.

DEFERRAL PROGRAM

The Deferral Program (the “Program”) is an unfunded arrangement intended to permit a select group of management employees of Merck Sharp & Dohme Corp., formerly known as Merck & Co., Inc., (“MSD”) to defer income that would otherwise be immediately payable to them as annual base salary or under various incentive plans of MSD or Merck & Co., Inc., formerly known as Schering-Plough Corporation (“Merck” or the “Company”) prior to the Closing Date (“Closing Date”) of the Agreement and Plan of Merger dated as of March 8, 2009, as amended, by and among Merck & Co., Inc. Schering Plough Corporation, SP Merger Subsidiary One, Inc., and SP Merger Subsidiary Two, Inc. (the “Transactions”).

The Program is a “nonqualified deferred compensation plan” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended (the “Code”).

Anything in the Program to the contrary notwithstanding, the Program shall be interpreted and operated in compliance with the requirements, if any, of Section 409A of the Code (or any successor thereto) as in effect from time to time, including but not limited to applicable regulations of the U.S. Department of the Treasury or Internal Revenue Service and Treas. Reg. Secs. 1.409A-1 through 1.409A-6 or any successor thereto. Any payment called for under the Program as of a designated date shall be made no later than a date within the same tax year of a participant, or by March 15 of the following year, if later (or such other dates as specified in Treas. Reg. Sec. 1.409A 3(d) or any successor thereto); provided further, that the participant is not permitted to change the taxable year of payment except in accordance with Article VI, Section F and Section 409A of the Code. Where the Program’s obligation to pay is unclear to the Company, including a dispute about who is the proper beneficiary of a participant who dies, payment shall be made as soon as administratively feasible after the Program’s obligation becomes clear and at a time permitted by Treas. Reg. Sec. 1.409A-3(g)(4) or any successor thereto.

I. ADMINISTRATION

The Program is administered by the Compensation and Benefits Committee (“Committee”) of the Company’s Board of Directors. The Committee is composed of non-employee directors only. The Committee shall have responsibility for determining which investments will be available under the Program, and those investments shall be listed on Schedule I hereto. The Committee shall make all decisions affecting the timing, price or amount of any and all of the Deferred Compensation of Section 16 Officers, as defined below, other than rules of general application to all Participants, but may otherwise delegate any of its authority under this Program.

II. ELIGIBILITY

A. Salaried employees of MSD who are based in and subject to U.S. income taxes are eligible to make an election to defer a portion of their award under the Annual Incentive Plan, Executive Incentive Plan or Sales Incentive Plan or similar plans as approved from time to time by the Committee and restricted stock units or performance share units under the Incentive Stock Plan into the Program if they are in Bands 1 through 3 (or successor level according to MSD’s assignment as in effect from time to time) according to MSD’s payroll system on the date by which initial elections must be made for a year. Eligibility to defer under the Base Salary Deferral Plan is limited to Officers of Merck who are salaried employees of MSD. The

Committee may refuse to permit any employee or class of employees to participate in this Program. The Base Salary Deferred Plan as described below is a component of the Deferral Program contained entirely herein and is intended to permit eligible MSD employees who are Merck officers (“Section 16 Officers”) as defined in Rule 16(a)-1(f) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) to defer a portion of their base salaries.

B. Anything in the Program to the contrary notwithstanding, the following are not eligible to make an election: any person who (1) is an independent contractor for the Company or its controlled group (the “Company Group”); (2) agrees or has agreed that he or she is an independent contractor for the Company Group; (3) has an agreement or understanding with any member of the Company Group that such person is not an employee, even if that person previously has been an employee; or (4) is employed by a temporary or other employment agency, regardless of the amount of control, supervision or training provided by the Company Group. The foregoing exclusion applies even if a court, agency or other authority rules that the person happens to be a common law employee of the Company Group. Also excluded are individuals who are included in a unit of employees covered by a collective bargaining agreement between employee representatives and one or more employers; provided, however, that such an employee may be an eligible employee during the period he or she is not covered by a collective bargaining agreement and during which he or she otherwise is eligible to participate according to Article II, Section A.

C. A person who has made an election into the Program pursuant to Section A above shall be a Participant for so long as he or she has an account balance, but cannot make another election to defer unless he or she is then eligible pursuant to Article II, Section A. If a person has made an election to defer but thereafter becomes ineligible to defer (for example, a Band 3 employee becomes a Band 4 employee), the election nonetheless will be given effect.

III. DEFERRAL INTO A DEFERRED COMPENSATION ACCOUNT

A. Initial Election to Defer

To defer, a participant must irrevocably elect to defer under the Program by the earlier of the time specified in Treas. Reg. Sec. 1.409A-2 or any successor thereto or:

1 . Base Salary Deferral Plan , prior to the end of the year preceding the year during which annual base salary exclusive of any bonus or any other compensation or allowance paid by MSD or the Company Group (“Annual Base Salary”) will be earned. The amount that may be deferred is

(a) Not less than 5 percent of Annual Base Salary and

(b) Not more than the lesser of

(1) 50 percent of Annual Base Salary or

(2) The portion of the Participant’s Annual Base Salary that exceeds the amount determined under Section 401(a)(17) of the Code

provided, however, that amounts may be expressed in relation to amounts that may be deducted by the Company Group under Section 162(m) of the Code.

2. Annual Incentive Plans (such as the Annual Incentive Plan and the Executive Incentive Plan), prior to the commencement of the calendar year coincident with the performance year during which the bonus monies to be deferred will be earned (if the performance year is not the calendar year, the election must be made prior to the first calendar year that includes any part of the performance year to the extent required by Section 409A), provided :

(a) A participant who is hired by the Company Group during a performance year may make an election, no later than the 30th day from the participant’s date of hire, to defer bonus monies to be earned during such performance year, and

(b) The minimum that may be deferred in any year under this Section IV.A.2. is $3,000.

3. Annual Grants of Restricted Stock Units (RSUs) and Performance Share Units (PSUs) may be deferred prior to the commencement of the last year of the award period during which they will be earned. Other RSUs and PSUs may not be deferred. After 2008, RSUs and PSUs for which the deferral election is made after grant must be deferred in compliance with the rules applicable to re-deferral (as opposed to initial elections) under Section 409A as described in Article VI, Section F. Deferrals of RSUs and PSUs must be made initially into the Merck Common Stock fund and may not thereafter be reallocated into any other investment alternative provided pursuant to Schedule I (a “Mutual Fund”).

Amounts so deferred are known as “Deferred Compensation” and will be credited to the participant’s “Deferred Compensation Account.” Deferred Compensation shall be accounted for in one account regardless of the plan (e.g., Base Salary Deferral or incentive plan) under which it was deferred, but a separate election to defer applies for each year for base salary, annual incentive, or grant of RSUs or PSUs, and records shall show each separate election. Further, for purposes of modifications to a distribution schedule, each separate election is eligible for such a modification. Only amounts described above may be deferred; stock option gains may not be deferred.

Notwithstanding the foregoing, a participant’s Deferral Election will be cancelled if he or she receives a hardship distribution from the Merck & Co., Inc. Employee Savings & Security Plan or other qualified savings plan with a 401(k) feature maintained by the Company Group if and only if such cancellation is required by applicable regulation of the Internal Revenue Service. If a participant terminates employment or transfers to a class of employees that is ineligible to make a deferral election after having made a deferral election, the election will nevertheless be effected. If the Company Group pays an amount that it reasonably believes is or may be held to be a “substitute payment,” within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9), for an amount that would have been deferred pursuant to the foregoing, that substitute payment also will be deferred according to the participant’s election.

B. Initial Election of Distribution Schedule

1. Timing of Election

The participant must elect an initial distribution schedule when making the initial election pursuant to III.A., above.

2. Distribution Schedule

A participant may elect to have payments begin (a) in a particular year (whether or not employment has then ended) or (b) in the year following the participant’s “Separation from Service” as defined below, or (c) up to 15 years subsequent to the participant’s Separation from Service. Separation from Service means Separation from Service as defined in Treas. Reg. Sec. 1.409A-1(h) or any successor thereto and includes but is not limited to: retirement; separation due to lack of work; voluntary resignation; or involuntary termination of employment. It does not include termination of service due to death, transfer to another member of the Company Group or commencement of employment with a joint venture (as described below). A participant may elect a lump sum or a schedule of annual installments, up to a maximum of 15 annual installments.

3. Manner of Elections

All elections under the Program shall be made with the Program’s designated record keeper (the “Record Keeper”) in the manner and in accordance with the process approved by the Company’s head of Human Resources Department from time to time.

4. Default Designation

Where a Participant’s initial election of a distribution schedule is for any reason unclear to the Company (including but not limited to where a Participant failed to elect when amounts will be distributed), the Participant shall be deemed to have elected to receive distribution in a lump sum in the year following the year in which occurs his or her Separation from Service.

C. Election of Investment Alternatives

The participant shall designate, in accordance with procedures established by the Company for such designation, the portion (in multiples of 1 percent) of the Deferred Compensation to be allocated to any investment alternative available under this Program.

IV. VALUATION OF DEFERRED COMPENSATION ACCOUNTS

The Deferral Program shall offer as investment alternatives (a) a fund of Merck Common Stock and (b) Mutual Funds.

A. Merck Common Stock

1. Initial Crediting

The 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 closing price of Merck Common Stock on the New York Stock Exchange (“NYSE”) on the date cash payments of base salary, for amounts deferred under the Base Salary Deferral Plan, or incentive awards, for amounts deferred under the various incentive plans, would otherwise be paid to the participant (the “Deferral Date”). The Company shall credit the participant’s Deferred Compensation Account with the number of full and partial shares of Merck Common Stock so determined. However, at no time prior to the delivery of such shares shall any actual shares be purchased or earmarked for such Account and the participant shall not have any of the rights of a shareholder with respect to shares credited to his/her Deferred Compensation Account.

2. Dividends

The Company shall credit the Participant’s Deferred Compensation Account with the number of full and partial shares of Merck Common Stock purchasable at the closing price of Merck Common Stock on the NYSE as of the date each dividend is paid on the Common Stock, with the dividends that would have been paid on the number of shares credited to such Account (including pro rata dividends on any partial share) had the shares so credited then been issued and outstanding.

3. Redesignations

The value of Merck Common Stock for purposes of redesignation shall be the closing price of Merck Common Stock on the NYSE on the first day the NYSE is open after the request is received by the Record Keeper.

4. Distributions

Distributions of Merck Common Stock will be valued at the closing price of Merck Common Stock on the NYSE on the Distribution Date.

5. Limitations

Shares of Merck Common Stock to be delivered under the provisions of this Program may be delivered by the Company from its authorized but unissued shares of Common Stock or from Common Stock held in the treasury. The Company also may, in its sole and nonreviewable discretion, purchase shares on public markets in order to make distributions under the Program.

6. 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, the number and kind of shares of Merck Common Stock available under this Program or credited to participants’ Deferred Compensation Accounts shall be adjusted accordingly.

7. Fair Market Value of Merck Common Stock

For purposes of valuation of Merck Common Stock, if Merck Common Stock is no longer traded on the NYSE, but is publicly traded on any other exchange, references to NYSE shall mean such other exchange. If Merck Common Stock is not publicly traded and if the Committee determines that a measurement of Merck Common Stock on any applicable date would not constitute fair market value, then the Committee shall decide on the date and method to determine fair market value, which shall be in accord with any requirements set forth under Section 409A or any successor thereto.

B. Mutual Funds

1. Initial Crediting

The amount allocated to each Mutual Fund shall be used to determine the number of full and partial Mutual Fund shares that such amount would purchase at the closing net asset value of

the Mutual Fund shares on the Deferral Date. The Company shall credit the participant’s Deferred Compensation Account with the number of full and partial Mutual Fund shares so determined. However, no actual Mutual Fund shares shall be purchased or earmarked for such Account, nor shall the participant have the rights of a shareholder with respect to such Mutual Fund shares.

2. Dividends

The Company shall credit the participant’s Deferred Compensation Account with the number of full and partial Mutual Fund shares 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 that would have been paid on the number of shares credited to such Account (including pro rata dividends on any partial share) had the shares then been owned by the participant for purposes of the above computation.

3. Redesignations

The value of Mutual Fund shares for purposes of redesignation shall be the net asset value of such Mutual Fund at the close of business on the first day the NYSE is open after the request is received by the Record Keeper.

4. Distributions

Mutual Fund distributions will be valued based on the closing net asset value of the Mutual Fund shares on the Distribution Date (as defined below).

5. 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 a Mutual Fund, the number and kind of shares of that Mutual Fund credited to participants’ Deferred Compensation Accounts shall be adjusted accordingly.

6. Default Designation

Where a Participant’s designation of investment alternatives is for any reason not clear (including but not limited to where a Participant failed to make such an election), the Participant shall be deemed to have designated deferrals into the life cycle, target or similar Mutual Fund with a target date closest to the Participant’s attainment of age 65.

V. REDESIGNATION WITHIN A DEFERRED COMPENSATION ACCOUNT

A. Basic Redesignation Rules

A participant, or the beneficiary or legal representative of a deceased participant, may redesignate amounts credited to a Deferred Compensation Account among the investments available under this Program in accordance with the following rules:

(1)

Eligible Participants – All Participants and beneficiaries may redesignate.

(2)

Frequency and Timing – Redesignation shall be effective as of 4:00 p.m. E.T. on the first day the NYSE is open after the request is received by the Recordkeeper.

(3)

Amount and Extent of Redesignation – Redesignation must be in 1% multiples of the investment from which redesignation is being made.

(4)

Beneficiaries or Legal Representatives – The beneficiary or legal representative of a deceased participant may redesignate subject to the same rules as participants.

B. Special Rules for Redesignation Into or Out of Merck Common Stock

1. Frequency and Timing

For Section 16 Officers, redesignations may only be made into or out of Merck Common Stock during any window period established by the Company from time-to-time. Redesignation out of Merck Common Stock is restricted to amounts held in Merck Common Stock for longer than six months. Redesignation shall not be permitted to the extent the Company is aware of a transaction that the Company reasonably believes may cause a violation under Section 16 of the Exchange Act.

2. Material, Nonpublic Information

The Committee, in its sole discretion and with advice of counsel, at any time may rescind a redesignation into or out of Merck Common Stock if such redesignation was made by a participant who, (a) at the time of the redesignation was in the possession of material, nonpublic information with respect to the Company; and (b) in the Committee’s estimation benefited from such information in the timing of his/her redesignation. The Committee’s determination shall be final and binding. In the event of such rescission, the participant’s Deferred Compensation Account shall be returned to a status as though such redesignation had not occurred. Notwithstanding the above, the Committee shall not rescind a redesignation if the facts were reviewed by the participant with the General Counsel of the Company or a designee prior to the redesignation and if the General Counsel or designee had concluded that such participant was not in possession of adverse material, nonpublic information.

C. Conversion of Common Stock Accounts

The Committee may, in its sole discretion, convert all of the shares of Merck Common Stock allocated to a participant’s Deferred Compensation Account in the manner provided below where a position which a participant has taken or wishes to take is, in the opinion of the Committee, such as would make uncertain the propriety of the participant’s having a continued interest in Merck Common Stock. The date of conversion shall be the date of commencement of such other employment or the date of the Committee’s action, whichever is later.

Conversion shall be from an expression of value in shares of Merck Common Stock in the participant’s Deferred Compensation Account to an expression of value in United States dollars in another available investment. The value of the Merck Common Stock shall be based upon its closing price on the NYSE on the date of conversion or if no trading took place on such day, the next business day on which trading took place. Any conversion under this Section shall be irrevocable and absolute.

VI. DISTRIBUTION OF DEFERRED COMPENSATION ACCOUNTS

Distribution of Deferred Compensation Accounts shall be made in accordance with the participant’s distribution schedule pro rata by investment. Distributions from Merck Common Stock will be made in shares, with cash payable for any partial share, subject to the limitations set forth in Article IV, Section A.5. For Section 16 Officers, distribution of amounts in Merck Common Stock is also restricted to amounts held in Merck Common Stock for longer than six months. Distributions from Mutual Funds will be in cash. Distributions will be valued on the Distribution Date (i.e, the 15 ^th day of the distribution month or, if such day is not a business day, the next business day) and paid as soon thereafter as practicable. Distribution months shall mean only January, April, July, and October.

A. Separation from Service

1. Distribution Commences

Upon a participant’s Separation from Service, Deferred Compensation Accounts will commence in accordance with the participant’s previously elected schedule. If a participant incurs a Separation from Service and thereafter is rehired by the Company Group, such rehire shall be ignored and distributions shall commence notwithstanding such rehire; provided, however, that if the participant is eligible and elects to make additional deferrals, those additional deferrals may be payable in relation to the subsequent Separation from Service.

2. Specified Employee

Anything in the Program to the contrary notwithstanding, to the extent required by Section 409A, distributions on account of a Separation from Service to a “Specified Employee,” as such term is defined in Section 409A, may not be made before the date which is 6 months after the date of Separation from Service (or, if earlier, the date of death of the employee). Where a payment would have been made to a Specified Employee within such 6-month period and such payment is one of a series of annual payments, the first payment shall be delayed as necessary and the remaining payments shall be made according to their elected schedule notwithstanding such delay, such that two otherwise annual payments may be made in a single year.

B. Death

In the event of a participant’s death, whether or not distributions have commenced pursuant to a Participant’s election, Deferred Compensation Accounts under this Program will be distributed to the participant’s beneficiary or estate in a lump sum as soon as administratively feasible and in any event by March 15 of the year following death (except as otherwise permitted by Treas. Reg. Sec. 1.409A-3(g)(4) or any successor thereto).

C. Automatic Distribution

Except as provided in Schedule II, if a participant incurs a Separation from Service and has a Deferred Compensation Account valued at less than $125,000 on the first Distribution Date thereafter, the Deferred Compensation Account shall be distributed in a lump sum as soon as administratively feasible following such termination and in any event by March 15 of the year following such termination (except as otherwise permitted by Treas. Reg. Sec. 1.409A-3(g)(4) or any successor thereto).

D. Joint Venture Service

A participant’s termination of employment in order to take a position with a joint venture or other business entity in which the Company shall directly or indirectly own 50 percent or more of the outstanding voting or other ownership interest shall not be considered a Separation from Service.

E. Hardship Distributions

The Committee shall distribute a participant’s Deferred Compensation Account, if and to the extent a participant applies to receive a distribution due to an Unforeseeable Emergency as defined in Treas. Reg. Sec. 1.409A-3(i). A participant wishing a hardship distribution must provide the Committee or its delegate with sufficient evidence to prove compliance with Treas. Reg. Sec. 1.409A-3(i).

F. Modifications to Distribution Schedule

After making an initial election, a participant may elect to change his or her distribution schedule from time to time, provided, however, such changes shall not be permitted if it might reasonably be expected to cause a “plan failure” as such term is used in Section 409A of the Code. For example, except as otherwise permitted by Section 409A, no election may permit an acceleration of a distribution, or may become effective earlier than one year from the date it is made, or may permit an additional deferral after the initial election unless it results in a deferral of at least five additional years from the previously schedule distribution date. For purposes of this provision, where a participant has elected to receive a distribution as a series of payments, such series shall be considered a single distribution for purposes of Section 409A. Any such elections shall be made with the Record Keeper in the manner and in accordance with the process approved by the Company’s’ head of Human Resources Department from time to time.

VII. DEDUCTIONS FROM DISTRIBUTIONS

The Company will deduct from each distribution amounts required to be withheld for income, Social Security and other tax purposes. Such withholding will be done on a pro rata basis per investment. The Company may also deduct any amounts the participant owes the Company Group for any reason.

VIII. BENEFICIARY DESIGNATIONS

A participant may designate a beneficiary to receive his/her Deferred Compensation Account upon the participant’s death. If the beneficiary predeceases the participant or if the participant does not name a beneficiary, the participant’s Deferred Compensation Account will be

distributed to the participant’s estate. Such designation shall be in the form designated by the Company’s head of Human Resources Department from time to time, and it must be received by the Company’s Human Resources Department prior to such participant’s death to be valid.

IX. AMENDMENTS

The Committee may amend or terminate this Program at any time. However, such amendment may not retroactively reduce a participant’s Deferred Compensation Account.

For two years following a change in control of the Company (as such term is defined in the Change in Control Separation Benefits Plan) the material terms of the Program (including terms relating to eligibility, benefit calculation, benefit accrual, cost to participants, subsidies and rates of employee contributions) may not be modified in a manner that is materially adverse to individuals who participated immediately before the change in control. The Company will pay the legal fees and expenses of any participant that prevails on his or her claim for relief in an action regarding an impermissible amendment to the Program (other than ordinary claims for benefits) or, if applicable, in an action regarding restrictive covenants applicable to the participant.

X. EFFECTIVE DATE

This amendment and restatement of this plan shall be effective as of the Closing Date of the Transactions.

XI. CLAIMS AND APPEALS PROCEDURE

A. Determination of Claim

An Employee or his/her authorized representative may present a claim for benefits to the Global Benefits Leader or the successor thereto (the “Director”) or such other person as the Committee may determine to handle claims and appeals from the Program. The Director will make all determinations as to the Employee’s claim for benefits under the Program. If the Director grants a claim, benefits payable under the Program will be paid to the Employee as soon as feasible thereafter. If the Director denies in whole or part any claim for a benefit under the Program, he/she will furnish the claimant with notice of the decision not later than 90 days after receipt of the claim. If special circumstances require an extension of time for processing the claim, the Director will provide a written notice of the extension during the initial 90-day period, in which case a decision will be rendered not more than 180 days after receipt of the claim. The written notice which the Director will provide to every claimant who is denied a claim for benefits will set forth in a manner calculated to be understood by the claimant:

(a) the specific reason or reasons for the denial;

(b) specific reference to pertinent Program provisions on which the denial is based;

(c) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and

(d) appropriate information as to the steps to be taken if the claimant wishes to submit his/her claim for review.

B. Appeal of Denied Claim

A claimant or his/her authorized representative may request a review of the denied claim by the Committee. Such request will be made in writing and will be presented to the Committee not more than 60 days after receipt by the claimant of written notification of the denial of the claim. The Committee will render its decision on review not later than 60 days after receipt of the claimant’s request for review, unless special circumstances require an extension of time, in which case a decision will be rendered as soon as possible but not later than 120 days after receipt of the request for review. The decision on review will be in writing and will include specific reasons for the decision.

C. ERISA Section 503

It is intended that the claims procedure of the Program be administered in accordance with regulations of the Department of Labor issued under ERISA Section 503.

D. Limitation of Action

No action at law or in equity (an “Action”) shall be maintained by a Participant, Beneficiary or other individual, entity or party (including but not limited to a person determined to be other than a Participant or Beneficiary) (a “Claimant”) against the Program, the Company Group, their affiliates, agents, fiduciaries, officers, directors, employees, successors, assigns or plans (collectively, the “Program Group”) unless (a) the Claimant has presented every basis or argument in support of the Action (a “Claim”) in strict accordance with both Sections A and B of this Article X which Claim is denied in whole or in part and (b) unless the Action is commenced no later than one year after the date the Company Group provides notice of the adverse decision pursuant to Section B. Where the Company Group puts the Claimant on notice of the Company Group’s or Program’s intention with respect to the basis or argument in support of the Action, the Claimant must commence the process described in Section A of this Article X within one year of such notice. A “Claim” includes but is not limited to a claim for benefits or for a purported or actual fiduciary breach by any member of the Program Group. The Limitation of Action pursuant to this Article may only be tolled by a writing executed by the Director.

XII. DOMESTIC RELATIONS ORDERS

Notwithstanding any other provision of this Program to the contrary, the creation, assignment or recognition of a right to any benefit payable with respect to a Participant pursuant to a “domestic relations order” (as hereinafter defined) is not prohibited. In the event a right to a benefit hereunder is established pursuant to a domestic relations order, any benefit otherwise payable to the Participant or his/her beneficiary hereunder shall be appropriately reduced to reflect the effect of the qualified domestic relations order. For purposes of the Program, “Alternate Payee” means a person who would be an alternate payee under Section 414(p)(8) of the Code if the Program were subject to Section 401(a) of the Code. A “domestic relations order” means any judgment, decree or order, including the approval of a property settlement agreement, provided that:

(a) the order relates to the provision of child support, alimony or marital property rights and is made pursuant to state domestic relations or community property laws;

(b) the order creates or recognizes the existence of an Alternate Payee’s right to receive all or a portion of the Participant’s Account Balance;

(c) the order specifies the name and last known mailing address of the Participant and each Alternate Payee covered by the order;

(d) the order precisely and unambiguously specifies the amount or percentage of the Participant’s Account Balance to be paid to each Alternate Payee or the manner in which the amount or percentage is to be determined;

(e) the order clearly specifies that it applies to this Program;

(f) the order does not require this Program to provide any type of benefits or form of benefits not otherwise provided under this Program;

(g) the order provides that the Alternate Payee shall receive his or her interest in the Program in a lump sum as soon as administratively feasible following determination by the Company’s legal department (or its delegate) that the order satisfies the requirements of this Article.

SCHEDULE I

DEFERRAL PROGRAM INVESTMENT ALTERNATIVES

“Mutual Funds” shall mean all of the same investment alternatives offered under the Merck & Co., Inc. Employee Savings and Security Plan as in effect from time to time, excluding participant loans and Merck Common Stock.

The Merck Common Stock fund offered under the Deferral Program shall be measured as if it were invested 100% in Merck Common Stock with dividends reinvested in additional shares of Merck Common Stock.

SCHEDULE II

SPECIAL PROVISIONS APPLICABLE TO

MEDCO HEALTH EMPLOYEES

(Approved July 23, 2002)

DEFINITIONS

Medco Health – Medco Health Solutions, Inc.

Medco Health Employee – A participant who is (i) employed by Medco Health prior to the Spin-Off or (ii) employed by Merck prior to the Spin-Off and expected to be employed by Medco Health prior to or as of the Spin-Off.

Separated Medco Health Employee – A participant in the Deferral Program who is employed by Medco Health as of the date of the Spin-Off and is considered to have terminated employment with the Company as a result of the Spin-Off.

Spin-Off – The distribution by Merck to its shareholders of the equity securities of Medco Health. The Spin-Off will be a divestiture for purposes of the Deferral Program.

SPECIAL PROVISIONS

Notwithstanding anything to the contrary in Article VI, Section C of the Deferral Program, the Deferred Compensation Account of each Separated Medco Health Employee shall be paid out in accordance with Article VI, Section D, without regard to the $125,000 threshold set forth in Section C.

Exhibit 14.1

LOGO

OUR VALUES AND STANDARDS

The Basis of Our Success

Edition II

Code of Conduct

LOGO

Additional Assistance

R E S O U R C E S F O R M E R C K E M P L O Y E E S I N T H E U N I T E D S T A T E S O F A M E R I C A

Local Resources

Supervisor or Manager – You should begin by consulting

the person who best understands your area of responsibility:

your supervisor.

Human Resources – For issues arising with your supervisor

or local managers, you should contact your site Human

Resources representative. They also assist employees in

resolving substance – abuse-related issues.

Legal Department – The Legal Department can provide

guidance with questions concerning laws and acceptable

business practices. There are lawyers assigned to each

business group.

Controller – For questions concerning financial issues, you

may contact the Controller assigned to your business unit.

Corporate Resources

Merck Office of Ethics – There may be situations when you

would prefer to discuss your questions or concerns about Our

Values and Standards with someone outside your division/

location. The Merck Office of Ethics is a corporate resource

available to answer such questions or address concerns.

You are encouraged to contact the Office, at any time, for

any issue that relates to Our Values and Standards, or to

report a violation of our standards, laws or regulations.

Any employee or third party who raises a business practices

issue will be protected from retaliation. This protection also

extends to anyone giving information in connection with an

investigation.

To contact the Merck Office of Ethics:

Telephone Numbers:

• Direct Dial

Telephone No.: 1 (908) 423-4478

Toll Free Telephone No.: 1 (800) 990-1146

Confidential Fax No.: 1 (908) 735-1565

• E-mail: jacqueline_brevard@merck.com

• Web site: http://ethics.merck.com

The Merck AdviceLine – The AdviceLine is a confidential outside line made available to you to discuss concerns and potential violations of Our Values and Standards. It is available 24 hours a day, seven days a week. Language translators are available to assist you.

To contact the AdviceLine:

Telephone Numbers: • Direct Dial

Toll Free Telephone No.: 1 (877) 319-0273 • Call collect by contacting your local telephone operator and requesting a connection to

1 (704) 323-4005.

How to Contact the Audit Committee

The Audit Committee of the Merck Board of Directors has created a process by which employees may raise complaints about accounting, internal controls, or auditing matters to the Audit Committee, and for the confidential or anonymous submission of concerns regarding questionable accounting or auditing matters. If you wish to raise a question or concern to the Audit Committee, you may do so by contacting the Merck Office of Ethics or the AdviceLine at the contact numbers noted above. Your concern will be forwarded to the Chairperson of the Audit Committee of the Board.

CP Corporate Policies—- This symbol is used throughout to indicate relevant corporate policy numbers. All corporate policies can be viewed on the Intranet at http://policy.merck. com

LOGO

Dear Merck Colleagues,

Since becoming President and Chief Executive Officer, I have spent a lot of time with employees throughout Merck, as well as our external stakeholders, discussing what is important about Merck. And the resounding answer is trust — trust in the science, trust in the product, and trust in the people. We must never forget that people choose our products because they trust us. They understand that our mission is discovering and developing novel medicines that address unmet medical needs — grounded in a philosophy of putting patients first, and conducting our business with integrity.

The new edition of Our Values and Standards reaffirms, once again, our mission and our commitment to scientific excellence, ethics and integrity. It is the foundation on which all that we do is built.

Merck is a very special Company. There is no question that we have a strong reputation built painstakingly over the years, employee by employee, and decision by decision. Each of us has a responsibility to safeguard our Company’s reputation and pass it on to the next generation. How do we do that? By fulfilling two primary obligations:

First, we must understand Merck values and standards and live them every day. This revised version of the Our Values and Standards is designed to assist us in doing just that. The new edition reflects significant revisions to existing standards, the addition of new standards, and updated “questions and answers” which reflect contemporary concerns.

Second, we must establish an environment where employees are willing to ask questions and where they feel safe to speak up. When employees ask questions about policies or express concerns about how business is conducted, they are making a valuable contribution to our Company. We need to ensure that everyone appreciates the value of open dialogue. As this is a subject that can often be quite sensitive, we’ve expanded our treatment of the issue in this revised Our Values and Standards edition.

In the final analysis, it comes down to trust. And no matter how strong our reputation, we must re-earn that trust every day by practicing the values and standards that have guided this Company for more than 100 years. Our values and standards are not only the foundation of our Company and all that we stand for, but they are the basis of our success. They always have been. They always will be.

Sincerely,

Dick Clark

Chairman, President, and CEO

LOGO

Table of Contents

Additional Assistance

Introduction 5

Resources 7

Relationships with Our Customers

Product and Service Quality 8

Honest Communication 8

Clinical Trials 9

Gifts and Hospitality 9

Invitations to Conferences/Symposia 12

Fair Competition 12

Relationships with Fellow Employees

Our Work Environment 14

Fair Treatment 14

Health and Safety 15

Workplace Harassment 15

Relationships with Shareholders

Conflicts of Interest 17

Use of Corporate Assets 17

Protection of Company Information 19

Accuracy of Books/Records 20

Insider Trading 20

Relationships with Suppliers

Selection of Suppliers 21

Treatment of Suppliers 21

Relationships with Our Communities and Society

Corporate Responsibility 22

Public Communications 22

Environmental Stewardship 23

Improper Payments 23

Compliance with Laws, Rules and Regulations 24

Raising Concerns 25

Appendix

Merck’s Leadership Standards 28

Index 30

CP Corporate Policies—This symbol is used throughout the booklet to indicate relevant

corporate policy numbers. All corporate policies can be viewed on the Intranet at

http://policy.merck.com

LOGO

Introduction

Purpose

At Merck, our values and standards have always formed the basis of our success. They inspire trust and confidence on the part of the medical community, government officials, regulatory agencies, financial markets, our customers and patients all of whom are essential to our success. Even more important, these values inspire the trust and confidence of Merck employees—creating a sense of pride and a desire in each of us to achieve great things at Merck. Yes, we care a lot about the results we achieve. But we care just as much about how we achieve them.

The comment by George W. Merck in 1950 that “medicine is for the people” embodies our values and our aspirations. But sometimes it’s not clear what this means in our day-to-day activities and decision-making as members of the Merck community. This booklet illustrates how our values are applied through standards of conduct with each of our key stakeholders: customers, employees, shareholders, suppliers and communities.

Applicability

This Code of Conduct and all relevant corporate policies apply to everyone who conducts business on behalf of Merck– including employees, executive officers (e.g., chief executive officer, chief financial officer, controller, etc.), members of the Board of Directors, agents, consultants, contract labor, or others, when handling Merck matters. Should exceptional employee situations warrant a waiver of the Company’s standards, any such waiver must be handled by a manager with the appropriate authority. Executive officers or members of the Board of Directors may be granted waivers only by the Board of Directors or a Board Committee. Any such waiver must itself be legal and promptly disclosed to our shareholders.

Accountability

Each of us is responsible for adhering to the values and standards set forth in this Code, for compliance with relevant company policies, and for raising questions if we are uncertain as to whether or not the standards are being met. Violations of the Code may result in a variety of corrective actions, and in some cases, may result in disciplinary action up to and including termination of employment.

Availability

We believe that all of our stakeholders are entitled to know about our business practices. The Our Values and Standards booklet is available to the public and can be accessed via our Web site at: www.Merck.com.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Introduction

Our Customers

Our business is preserving and improving human life and animal health. All of our actions must be measured by our success in achieving this goal. Above all, we value our ability to serve patients who can benefit from the appropriate use of our products and services. We are dedicated to providing the highest level of professional excellence and health delivery systems. We strive to identify the most critical needs of health care professionals and consumers, and we devote our resources to meeting those needs.

Our Suppliers

We believe in developing mutually beneficial relationships with our suppliers. We recognize that they are important partners in our success, and we treat them with honesty, fairness and respect. We also expect that they will conduct business activities for or on behalf of the Company in accordance with business standards and values that align with our own.

Our Communities and Society

Being a good corporate citizen means that we comply with all applicable laws, rules and regulations. Also, we serve our society, from the local communities in which we operate to the national and international levels, by supporting programs that advance knowledge and education and improve health care. In addition to these priorities, we support programs to protect the environment; promote art and cultural activities; and foster civic institutions.

Our Fellow Employees

Our ability to succeed depends on the integrity, knowledge, imagination, skill, diversity, flexibility and teamwork of Merck employees. To this end, we strive to create an environment of mutual respect, encouragement and teamwork—a working environment that rewards commitment and performance and seeks to be responsive to the needs of employees.

We seek to provide a workplace atmosphere that attracts highly talented people and helps them achieve their full potential. Each of us is responsible for creating a climate of trust and respect, and for promoting a productive work environment. These responsibilities are embodied in our leadership principles:

• Know and develop yourself

• Know and develop our business

• Know, support and develop our people

• Communicate

Our Shareholders

We recognize that our ability to meet our goals depends on maintaining financial performance that encourages investment in leading-edge research and development. This in turn enables us to deliver effective products and innovative services. We strive to provide honest, accurate and timely information to our shareholders about our performance and to make clear disclosures in all public reports and communications.

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Resources

No guidelines, no matter how detailed, can possibly anticipate all of the challenges we may face on the job. That is why there are additional resources we can use when we have questions about business conduct.

This booklet serves as a guide to our standards, including frequently asked questions, and is not intended to be an exhaustive description of the Company’s policies and standards. Throughout this booklet you will find responses to real questions that Merck employees have raised. Supplementary information on a number of issues may be found by referring to the relevant corporate policies, which you will find referenced throughout these guidelines. These policies may be accessed via the Intranet or you may contact the Human Resources Department.

If your questions are not fully addressed by these resources, your next step should be to discuss your questions with your manager. Other resources are also available—including specialists in the Legal, Finance, Corporate Audit, Human Resources Departments, the Office of Ethics and the AdviceLine. (For more information on contacting and using these resources, please see the Additional Assistance Page on the inside cover.) You can use any of these resources when you need clarification of policies, assistance in dealing with “gray areas,” or when you are concerned about possible violations of our standards, laws or regulations.

Many of the topics don’t seem to apply to me.

Q Why should I be concerned with this booklet?

A As a Company-wide, document, some sections and

topics may be more relevant to certain functions or departments than to others. However, it may be

helpful to be aware of how business is conducted in

different areas of the Company.

When seeking answers to questions about business conduct, take advantage of Company resources cited in this book.

Decision Test

The Decision Test is a set of criteria you can use to help determine the appropriate course of action.

Simply ask yourself:

• Is the action legal?

• Does it comply with the letter of our standards and policies?

• Does it comply with the spirit of our standards and policies?

• How would it look in the newspaper? Would it appear to be improper or make you feel embarrassed?

If you are unsure about what to do, contact your manager and the resources listed in the Additional Assistance Page for guidance.

Q Why does Merck have one standards booklet?

Why don’t we have regional booklets that address issues that are more relevant to particular locations?

A Our values and standards are universal. We strive to do business by embracing the same high ethical standards wherever we operate. At the same time we recognize that the actual application of these standards as well as laws and regulations may vary by location. The Company has provided resources to help address the specific issues within a particular region. In addition to Company-wide resources like the Office of Ethics and the AdviceLine, you can also turn to your manager, human resources representative, divisional lawyer, your regional finance director and other members of your divisional compliance committee.

CP Corporate Policies—This symbol is used throughout the booklet to indicate relevant corporate policy numbers. All corporate policies can be viewed on the Intranet at http://policy.merck.com.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Relationships with our Customers

Product and Service Quality CP32

We are committed to meeting or exceeding customer and

regulatory requirements regarding the research, development, manufacturing and marketing of our products. Quality

means consistently satisfying requirements and expectations

by delivering products and services of the highest value in

a timely manner. Our customers include patients, health

care professionals, health care organizations, government

agencies, wholesalers and distributors.

Quality improvement in all areas of our business, from

product research in our laboratories to patient use of our

products and services, is imperative in providing innovative

products and services that improve the quality of life.

The achievement of our quality goals and objectives depends

on our ability to listen to and respect customer needs in every

business activity.

Q We are behind schedule and under a great deal of pressure. May we modify a few manufacturing steps to speed up production?

A Probably Not. While we strive to streamline manufacturing processes to make them as efficient as possible, we must always go through proper channels to receive approval to modify existing manufacturing procedures. Some steps may be required by government regulatory agencies. Others may be required to meet our own quality standards. It is possible that while the steps seem unnecessary, they could serve a critical quality function. If you have further questions—or to make suggestions as to how a process might be improved—consult with your manager or the head of Quality Operations at your site before taking any action.

Honest Communication CP7

Lives depend not only on the quality of our products and services, but also on the quality of the information we provide to the medical community and general public. Information furnished to our customers about our products and services, including availability and delivery, must be useful, accurate, supported by scientific evidence where relevant, and presented honestly, fairly and by proper means. This means that promotional communications that include a description of uses or dosage recommendations must also include (unless otherwise required by law or regulation) a summary of side effects, precautions, warnings and contraindications, as well as effectiveness for the described indicated uses.

We strive to provide high quality products, services and information.

We do not communicate publicly with the intent of promoting products for use before the product is approved for such use. This does not, however, restrict a full and proper exchange of scientific information concerning a product, including dissemination of research findings in scientific and other communications media.

Q I am a sales representative and I know that I’m not supposed to encourage or promote any use of our products that is inconsistent with product labeling. But, if a physician starts asking questions about such use, may I refer him to studies and to other doctors who are also prescribing such use?

A Generally, Merck sales representatives must not provide directly to physicians information that is inconsistent with that contained in the product label. You should advise the physician that Merck does not recommend use of the product for purposes other than those specified in the product label. However, if the physician desires additional information on this topic, you can refer his request to our Medical Services Department. This Department is authorized, under certain limited circumstances, to provide such information directly to physicians.

Q How should we handle requests for samples that seem inappropriate, (e.g., ZOCOR® requested by an orthopedist)?

A If you have a reason to believe that the physician’s use of samples is inappropriate under Company policy, you are encouraged to clarify the reason for the physician’s request. If you determine that the request is inappropriate (e.g., the samples will not be used by the physician with his or her patients to evaluate the product in actual practice) you may not provide the samples. Inappropriate use of pharmaceutical samples violates Company policy and may be illegal. You should clarify the Company’s sample policy for the physician and communicate the physician’s request to your manager for further investigation.

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Clinical Trials

Clinical trials determine the safety and efficacy of our products in people who volunteer to participate in our studies. It is, therefore, crucial that we conduct these trials with the utmost regard for the health and safety of participants while furthering the interests of science and society. Detailed standards and guidelines are available concerning clinical trials and product protocols.

Q I’m in sales and marketing, and a physician has asked us if he can use our samples to conduct a small clinical trial with a group of patients. Is this acceptable?

A No. Samples are not used for clinical trials. Detailed standards and guidelines are available concerning clinical trials and protocols. While the Company typically does provide product to study sites in accordance with the clinical trial protocol in Company-sponsored trials, this product is generally supplied via the Merck group managing the study (e.g., MRL, CDP or CDSP) and not via the sales and marketing area. You may contact the Medical Department or your area compliance committee for additional information.

Post-Marketing Clinical Trials

Post-marketing clinical trials help us learn more about the safety and efficacy of our products. They provide important information to practicing physicians, third-party payers, and key decision-makers to foster appropriate use of Merck products.

Q A physician has advised me that a competitor is providing him with a payment for each prescription he writes for their products. Is it acceptable for me to do so?

A No, this is not an acceptable practice. However, what may be happening is that the doctor is participating in a bona fide post-marketing clinical study. In that case, it may be appropriate to compensate the physician for his additional workload while participating in the study, but this is unrelated to the prescriptions that the physician writes.

Merck takes great care to protect the health and safety of clinical trial participants. These two girls were in studies for SINGULAIR®, Merck’s treatment for asthma in patients as young as 12 months and seasonal allergic rhinitis in patients as young as 2 years.

Q I believe I might be able to convince a key physician customer to switch from a competitor’s product to prescribing one of our products if I encourage him to conduct an “observational study” to gain experience with our product. Is this an acceptable practice?

A No. Observational programs involving Merck products may not be used for the purpose of inducing physicians to switch patients to Merck products, or maintaining patients on prescriptions of Merck products. Similarly, observational programs may not be used if they would create the appearance of doing so. Observational programs may be used only to obtain data that will help Merck and physicians improve patient care through direct observation of product use in a clinical setting. There must be a contract with the physician and written protocols that identify the need for the data and that detail how program results will be used.

Gifts and Hospitality CP2 CP23

Giving Gifts

We believe in competing on the merits of our products and services and wish to avoid even the appearance of improper conduct with our customers. The giving of gifts whether in cash or non-cash, including services, to customers is prohibited unless it complies with the specific exceptions described below. We recognize that in certain cultures there may be an occasion when gift-giving is customary and expected. Decisions about these situations must be carefully weighed, and prior written approval must be obtained from your manager before proceeding.

To Physician Customers: Because we wish to safeguard the public’s confidence in physicians to make decisions solely on the basis of patient health, we do not provide gifts or other incentives to our physician customers. As part of informing physicians about our products, we may provide occasional educational and practice-related items, as long as they are of nominal value and medically relevant (e.g., medical textbooks and other items that serve a genuine educational function). Additionally, promotional items of nominal value are also permissible (e.g., pens, notepads, calendars, etc.), provided that they are related to a physician’s practice. Remember that some localities have more restrictive policies based on local laws or industry codes regarding gifts to physicians. Please consult your local/regional lawyer for additional guidance.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Relationships with our Customers

Q I have been invited to the wedding of an important customer. In my culture, it is expected that guests will bring cash gifts to the wedding. What should I do? Are non-cash gifts acceptable?

A Cash and non-cash gifts are prohibited. You should consult with your manager if you believe an exception to our Company policy is warranted.

Q The chief cardiologist at a major hospital has requested a donation of equipment for the hospital’s new cardiac-care unit. Would such a donation be a violation of our business standards?

A It may be appropriate and desirable for the Company to make a contribution to improve the quality of local health care facilities. However, this question must be considered with regard to the following:

• Would the donation conflict with local laws?

• Who will be the ultimate beneficiary of the donation? the physician? the hospital?

• Is the recipient a government institution or an individual employed by the government?

• Is the cardiologist or the recipient in a position to influence the Company’s business? For example, is the hospital considering adding a Merck product to its formulary? Would the donation affect or be perceived to affect the decision-making process?

Consult your manager to explore whether and how such a donation may be made in your region.

To other Health Care Customers: In addition to physicians, we also interact with other important customers, including wholesalers and distributors. With respect to these customers, only business related items of nominal value are permissible. Gift giving to these customers must comply with local laws, Company policies, and relevant industry codes.

We may accept meals or modest social entertainment provided that it meets Merck criteria.

Q One of my customers is a very close friend and we regularly exchange valuable gifts during the gift-giving season. Is it all right for me to continue this practice?

A The Company does not discourage friendships with business partners but does require discretion and good judgment in such situations. In some situations, the gift may be appropriate if the gift is “personal,” is not paid for by Merck, and the exchange of gifts would not be perceived as a conflict of interest. You must disclose the relationship to your manager. Your manager will assess the situation and determine how to manage any potential conflict of interest in a manner consistent with the conflict of interest policy. It may become necessary to assign the customer to another Company employee.

Receiving Gifts

(While the receipt of gifts may be more common in the context of supplier relationships, these guidelines are included here for ease of reference and convenience.) As a common business courtesy, we may receive occasional gifts, provided that:

• The gift is of nominal value (e.g., pens, notepads, calendars, etc.);

• Doing so is legal; and

• The gift is neither intended nor likely to be perceived by others to improperly influence our business decisions.

Occasionally, there may be times when refusing a gift would be impractical or embarrassing. In those rare instances where the gift is of substantial value, accept the gift on behalf of the Company, report it to your manager, and turn the gift over to your local/regional finance director, who will handle its disposition.

Q In my region, it is both typical and expected for suppliers to provide their clients with fairly expensive gifts. Because of this custom, it is difficult to discourage our suppliers from providing us with these gifts.

A If suppliers offer expensive gifts regularly, you should politely advise these suppliers that Company standards do not permit Merck employees to accept these gifts. Department managers should look for opportunities to notify suppliers of these standards before problems arise (e.g., prior to a holiday gift-giving period). You may wish to contact all suppliers to explain the Company’s standards and send a copy of the Our Values and Standards booklet. If you have questions or concerns, you should consult your manager or the Office of Ethics.

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Q I recently attended a business conference at Merck’s expense, where my name was automatically entered into a raffle, along with all other attendees’ names.

I won a trip to the Caribbean. Can I keep the prize?

A Employees may be able to keep prizes from raffles provided that:

• A Merck supplier or customer is not a sponsor of the raffle (i.e., it is sponsored by a professional or trade association); and,

• The employee is not placed under any obligation for having entered or won the raffle (e.g., an obligation to use a specific company’s services, to provide the sponsoring company with the employee’s business attention).

You should speak with your manager, who will help you decide what would be the best course of action in this instance.

Providing and Accepting Meals and Other Hospitality We may provide or accept occasional meals or hospitality, provided that it is:

• In the course of a bona fide business relationship;

• An accompaniment to an educational or business event/function;

• Legal;

• Consistent with Company policies and procedures;

• Not likely to be perceived as an attempt to improperly influence business decisions; and

• Not embarrassing to the Company if it were to receive public scrutiny;

Q It is customary in my country to take a physician to a restaurant to discuss our products. Is this acceptable under the policy?

A The preferred location for discussing Merck products is in the physician’s office, or in a hospital or other clinical setting. In certain instances, it may be appropriate to have a product discussion outside of such settings. If you feel that such an exception is warranted, you must first obtain the prior approval of your manager and such approval should specify the special circumstances that exist so that appropriate control and oversight procedures can be employed.

Q A potential supplier has invited me to attend a professional sporting event with him. May I attend?

A If the sporting event is appropriate and not excessive, and the supplier will be attending with you and thus, available to discuss business, then it may be acceptable to attend. It is important, however, that accepting an invitation is neither intended nor likely to be perceived as an attempt to improperly influence a business decision. As an example,

• Occasional unsolicited tickets to regular season sporting events would be acceptable;

• Playoffs, quarterfinals and semifinals require more scrutiny; and

• Tickets to finals or championship events (e.g., the

World Cup, Olympics and Wimbledon) would be considered excessive.

Government Officials or Employees: Gifts, Meals, Hospitality or Other Benefits

The Company does not make payments or provide benefits to government officials or employees to obtain or retain business. For this reason, providing gifts, meals, hospitality, or similar benefits to government officials or employees is generally not acceptable. In addition, the Company wishes to avoid even the appearance of impropriety. Laws concerning appropriate gifts and hospitality with respect to these groups are complex and can vary from country to country—and even within a country (e.g., local versus national laws).

Therefore, consult the Legal Department before providing a gift, invitation, if hospitality, or other benefits of any kind to a government employee. Please be aware that, in some cases, physician customers of the Company are also considered government employees.

U.S. Healthcare Laws

Both the United States federal government and many state governments in the United States have enacted laws to prevent, detect and punish healthcare fraud and abuse. These laws include the Federal Civil False Claims Act, the Federal Program Fraud Civil Remedies Act and similar state laws. Under these laws, false or fraudulent claims submitted to the government for payment or reimbursement of healthcare expenses are subject to the payment of damages and punishable by substantial fines and penalties. The federal False Claims Act and some state False Claims Acts also include provisions under which individual citizens with evidence of fraud against the government may file “whistleblower” suits on the government’s behalf to recover the lost funds. If a whistleblower suit is successful, the person who filed it may receive a portion of whatever money the government recovers. These laws also prohibit retaliation against persons who file whistleblower suits.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Relationships with our Customers

Invitations to Conferences/Symposia CP31 CP20

We are committed to conducting and participating in educational programs that share medical and scientific information. We recognize the importance of ensuring that these activities are undertaken in an appropriate and professional manner, with the ultimate goal of improving patient care. However, our standards do not necessarily take into account all local legal requirements. Where more restrictive local laws exist, those take precedence.

Our purpose in supporting scientific/educational meetings is to improve patient care. Accordingly, the meeting agenda must be appropriate for participants and support the meeting’s scientific purpose. The location should be selected on the basis of participant travel convenience, cost and appropriateness for the type of meeting and audience. Sponsorship decisions must comply with local laws, local/ regional Company policies and guidance documents, and industry codes; we must also consider whether or not any of the participants are government employees or officials.

We do not fund travel for spouses or companions of attendees.

Q We are funding the travel expenses of an important opinion leader who is speaking at a Merck-sponsored conference. She would like to bring her spouse, at her own expense. Is this permitted?

A A spouse or companion may travel to a conference provided that it is not at the Company’s expense.

This means that any travel, lodging, meals and costs associated with the spouse’s presence are not borne by the Company. However, it is inconsistent with the purposes of these events to allow spouses or companions to attend sessions or meetings where official business is discussed.

Q Can we honor a physician’s request to issue two economy-class tickets in place of one business class ticket to attend a conference?

A No, this may not be done. An invitation is extended to the physician, and the Company will only cover expenses directly associated with the invitee’s attendance.

Q Can we pay the travel expenses for a physician involved in the approval process for new drugs to attend a meeting?

A The laws and regulations governing such activities are complex and will vary depending on a variety of factors, including:

• Is the physician a government employee?

• Is the physician a decision-maker in the regulatory approval process?

• Is a Merck product registration pending or anticipated?

• Is there a perception of inappropriate influence?

Generally, the answer would be no, but there may be situations that are permissible. If you believe there are circumstances that justify an exception consult your manager and the Legal Department.

Q From time to time, physicians whom Merck invites to symposia do not show up or do not participate as fully in the events as they are expected to do.

How should I handle these situations?

A Upon inviting a physician to a symposium, you should discuss Merck’s expectations regarding participation in particular events. If a physician’s attendance becomes a problem, you should first discuss the event’s value with the physician to ensure that he or

she realizes what they are missing by not fully attending the event. Remember, however, that we cannot control the participation of physicians at such events. If the physician’s attendance continues to be a problem, you should discuss the matter with your manager to determine whether the physician should be invited to future events.

Fair Competition CP3

We believe that customers and society as a whole benefit from fair, free and open markets. Therefore, we compete on the merits of our products and services and do not make agreements with competitors to “fix” prices or to otherwise restrain trade. Our principles of fair competition require that:

• We do not share or exchange price or bid information with competitors. This includes pricing policies, discounts, promotions, royalties, warranties and terms and conditions of sale. If a competitor volunteers such information, whether in a trade association meeting or in a physician’s waiting room, we should terminate the conversation immediately and bring the situation to the attention of the Legal Department. While the exchange may be intended innocently, it could create the appearance of price-fixing or bid-rigging.

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• We compete aggressively in every market for every customer. We make no agreements—or general understandings—with competitors concerning customers, distributors or territories.

• We do not mischaracterize or distort the products or services of a competitor.

Our standards of fair competition are also a matter of law in virtually every country in which we operate, and there are additional legal requirements with which we must comply. Every manager must ensure that employees involved in marketing, sales and purchasing are aware of the letter and spirit of our standards and the applicable competition laws.

Q I am attending a trade association meeting and several members are discussing pricing strategy.

What should I do?

A If issues such as pricing strategy are discussed among competitors, there is the possibility that price-fixing or collusion could occur or be perceived to have occurred. Many countries prohibit the discussion of pricing among competitors for this reason. If you find yourself in this situation, you must excuse yourself from the meeting immediately. Promptly advise the Legal Department of what you have observed.

Gathering Competitive Information

We compete fairly and honestly. We do not gather market information through misrepresentation, theft, invasion of privacy or coercion.

You can obtain information about competitors from such acceptable sources as customers, consultants and even competitors themselves under appropriate circumstances. For example, you can gather information on competitors (i) from the news and other public resources, such as financial statements filed with the relevant regulatory bodies, (ii) by examining our competitors’ products and publicly available marketing materials, (iii) from competitors’ customers (unless they are prohibited from disclosing the competitor’s information), or (iv) from competitors’ displays at conferences and trade shows.

• You should not encourage Merck employees who previously worked for our customers or competitors to breach a contract or non-disclosure obligation with respect to a competitor’s nonpublic information. Since it is difficult to know exactly what non-disclosure obligations may have been agreed to, we strongly discourage the practice of asking Merck employees who previously worked for a competitor to provide information about their former employer.

• You should not permit Merck employees, such as subordinates or marketing consultants, to misrepresent themselves or their work in gathering competitive information. The Merck relationship should be disclosed it is reasonable to assume if that the source would not be likely to share such information, had he or she known of the Merck relationship.

• You should not receive pricing or other sensitive information directly from a competitor.

Additional rules regarding information-gathering may apply to government bids. Please contact your manager or the Legal Department for more information.

Q We have just hired an employee from a competitor. How much information is he allowed to volunteer about his former employer?

A We must not allow the employee to volunteer, nor should we ask for, any proprietary or confidential information about his former employer. Ask yourself if you would be comfortable if a former Merck employee shared such information with a competitor.

Additionally, there are legal implications relating to the disclosure of confidential information of other companies. For further clarification, consult your manager or the Legal Department.

Q A long-time customer, who is also a friend, recently told me about the release date of a competitor’s newest drug, which is not yet public information.

Can I communicate this information to others in my district? What if I knew the information was obtained by the physician from a consultant’s meeting?

A If you know, or it is apparent from the circumstances, that the information being volunteered by the customer has been provided to them on a confidential basis, such as during a consultants’ meeting, you should discontinue discussion of the subject with the customer. You may not communicate the information to others in your district, but should bring the conversation to the attention of your manager who will discuss it with the Legal Department, as necessary. If it is public information, there is no problem in discussing it openly in a manner consistent with all applicable policy regarding product discussions.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Relationships with Fellow Employees

Our Work Environment CP8

We seek to provide a work environment that will attract and retain highly talented people and help them achieve their full potential. Each of us is responsible for creating a climate of trust and respect, and for promoting a productive work environment. These responsibilities are described in our Leadership Standards (see page 28), which serve as the foundation for all our human resources policies, practices and processes. The Leadership Standards spell out specific behaviors that are expected of us.

We encourage open communication by being receptive to the ideas and concerns of others, and we offer and receive feedback constructively.

Employee Privacy

We respect the privacy and dignity of our fellow employees and safeguard the confidentiality of employee records. The Company collects and retains personal information needed to support functions such as benefits, compensation and payroll, as well as for other purposes as required by law. We will protect private employee information and use it only for legitimate business purposes, in accordance with all relevant laws.

The privacy of employee communications, including e-mail and Intranet/Internet usage, is subject to the Company’s appropriate business and operating needs, as well as local laws. We have the responsibility to monitor Company-owned technology used for e-mail, Internet, and other communications and to investigate inappropriate use in accordance with local laws.

Q Does the Company actively monitor Internet access or our e-mail? If so, under what circumstances?

A The Company accesses its communications systems for a variety of business reasons. For example, Company operations and network staff may access e-mail in the course of normal system maintenance, network administration or problem resolution. In addition, management may authorize the monitoring of e-mail usage to investigate inappropriate use or theft of Merck intellectual property or for other business purposes in accordance with local laws. Depending upon the circumstances, this may involve the reading or disclosure of e-mail messages. Similarly, as part of standard computer systems administration, the Company maintains logs of Internet usage activity which authorized personnel may use to investigate performance concerns, security incidents (e.g., network/system intrusions, inappropriate use or virus attacks) or for other business purposes.

We strive to maintain a harassment-free environment, where all employees are respected.

Q We traditionally post employee birthdays on the office bulletin board. Is this okay?

A By posting employee birthdays, you are divulging personal information that some employees may not want known. Before adding an employee’s private information to the list you should obtain their permission.

Q Can the Office of Ethics provide advice on how to handle difficult situations with colleagues?

A The Office of Ethics can provide advice in a confidential environment and recommend language to handle difficult situations with colleagues. If you feel comfortable doing so, you may also discuss the situation with your manager or with the Human Resources Department.

Fair Treatment CP16

To meet our long-term growth and efficiency requirements, we must build an organization that responds quickly to change, and one in which all employees can achieve their full potential. Differences in backgrounds, experiences, perspectives and talents are a fundamental strength of our global Company.

We treat each individual fairly, and recruit, select, train and pay based on merit, experience and other work-related criteria. For further information, contact your Human Resources representative or the Corporate Human Resources Diversity Department.

Q Is it acceptable to stipulate gender and age for an open position?

A There is no business justification for advertising positions based on gender or age. Treating people fairly by hiring based solely on job-related criteria is not only the right thing to do, it’s smart business.

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Health and Safety CP13

We conduct our operations with the highest regard for the safety and health of employees and the protection of the general public. Each of us is responsible for complying with safety rules and regulations and for taking the necessary precautions to protect ourselves and our colleagues. We must report all accidents and take action to correct unsafe practices or conditions, with a goal of continuously improving our performance. Central Safety and the Environment can answer specific questions about Merck safety standards; or you can check the Safety and Environment Web site at mmd.merck.com/S&E/.

Q Is it really necessary to report a minor accident? I don’t want to jeopardize our plant’s safety record.

A To maintain safety performance excellence and to strive for an accident-free environment, you must report all accidents, no matter how minor, and work to eliminate unsafe practices and conditions. Reporting even minor accidents is important as it helps us to identify hazards and take corrective action before serious injuries can occur.

Q Our plant has safety guidelines that require the removal of all jewelry. How will the Company respond if an employee declines to remove a piece of jewelry for religious reasons?

A The Company wishes to make reasonable accommodations for employee religious beliefs. It is possible that an alternative may be found (e.g., if the item can be secured, this may be permissible). However, if there is no satisfactory alternative, then safety concerns must take precedence. If you have additional questions about what is acceptable, you should consult your manager or the additional resources referenced in this booklet.

Drug and Alcohol Abuse

Use of illegal drugs and alcohol abuse create serious health and safety risks in the workplace. The possession, sale or use of illegal drugs or being under the influence of such drugs, on Company time or property, or at Company-sponsored events, is prohibited. Similarly, impairment from alcohol when conducting Merck business or at Company-sponsored events is also prohibited.

It is important that cases of drug and alcohol abuse be brought to management’s attention immediately. For information on resources at your location that deal with substance abuse, please see the Additional Assistance Page.

Workplace Harassment CP16

We strive to maintain an environment free of harassment, where all employees are respected. Workplace harassment is defined as any action that inappropriately or unreasonably creates an intimidating, hostile or offensive work environment. Examples include, but are not limited to, disparaging comments based on race, gender, religion or nationality.

Q Is it acceptable to display political posters in one’s own personal work area? What about religious symbols and imagery?

A Employees should not use the workplace to demonstrate their personal support for a particular political issue, party or candidate. Other employees may find this type of conduct intimidating or offensive. Regarding personal displays of religious symbols and imagery, we respect employees’ desire to express religious beliefs. However, we should also bear in mind that excessive personal displays and religious-oriented displays at

Company functions or on Company premises may be perceived as intimidating or hostile to colleagues who have different beliefs.

Sexual Harassment

Sexual harassment is a form of workplace harassment of a sexual nature that affects the dignity of men and women at work. Sexual harassment includes, but is not limited to, demanding sexual considerations in exchange for job benefits, threatening or taking adverse employment actions if sexual favors are not granted, or unwelcome physical contact.

If you feel you have been harassed, inform the offender that the action is unwelcome. If you are not comfortable with a direct approach or if it fails to correct the problem, discuss the matter with your supervisor or with Human Resources, or refer to the resources listed on the Additional Assistance Page.

We are responsible for making decisions based solely on Merck’s best interests, without regard to personal concerns.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Relationships with Fellow Employees

Q Is it permissible to date a subordinate if it is a consensual relationship?

A There is an inherent conflict of interest in managing someone with whom you have a romantic relationship. Even if you are acting impartially, your relationship will likely be perceived to inappropriately influence your judgment. Such relationships may damage morale and disrupt workplace productivity. Therefore, it is unacceptable to begin or maintain a romantic relationship with one of your direct or indirect reports – someone in your reporting chain whose performance reviews, compensation, and promotions you may influence. You must immediately disclose the relationship to your manager or Human Resources. Dating a colleague where there is no direct or indirect reporting relationship is acceptable If you find yourself in a reporting relationship after a romantic relationship has begun or ended, you should disclose this relationship to your manager or to Human Resources.

Q Occasionally physician-customers behave in a sexually provocative manner toward me during sales visits, behavior that I think borders on sexual harassment. My job depends on maintaining good relations with these physicians, but I’m uncomfortable with their behavior. What should I do?

A No employee should tolerate sexual harassment or any other form of workplace harassment. If you are comfortable talking to the customer about the behavior, calmly express your discomfort with their actions. If the behavior persists, or you are uncomfortable confronting the physician, you should discuss this concern with your manager, Human Resources, or any of the other resources listed on the Additional Assistance Page.

Hiring Relatives and Friends

We seek to hire employees who can contribute to the Company’s success. We will hire relatives and friends of current employees and we encourage their referral. However, we will not show favoritism to candidates who are family members or friends of Merck employees. We will hire each candidate based on his or her qualifications for the open position. Senior managers should be especially aware that their referral of family members or friends may be perceived as exercising undue influence on the hiring process and should take appropriate steps to avoid the appearance of “sponsoring” a friend or relative as a candidate, and to avoid interfering with the hiring process.

To ensure objectivity and prevent conflicts of interest, family members may not have direct or indirect reporting relationships to other family members. In rare instances where unique circumstances may warrant an exception to this policy, prior approval must be obtained from your divisional vice president.

Q Will Merck sometimes take a less-appealing candidate as part of a “package” to get a very desirable candidate?

A The Company’s policy is to hire applicants who are qualified for the job in question. In rare instances, such as when a husband and wife both apply for positions with the Company, we have considered both applications in concert. The Company does this because we recognize that hiring one spouse without the other could be particularly problematic, if for example, relocation is required. Yet, if either spouse fails to meet the criteria for his/her position, we would not extend a job offer to that individual.

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Relationships with Shareholders

Conflicts of Interest CP2

We have a responsibility to our shareholders to make decisions strictly on the basis of Merck’s best interests, without regard to personal concerns. A potential conflict of interest arises when we become involved, directly or indirectly, in outside activities that could impair, or be perceived to impair, our business judgment. Examples of actual or potential conflicts of interest include:

• Having a personal financial interest in a supplier, customer, competitor or distributor;

• Having a close family member (e.g., spouse, parent, sibling, child or in-law), or anyone you treat like a family member (e.g., fiancé, domestic partner or domestic partner of a family member), work for a supplier, customer, competitor or distributor;

• Receiving any form of compensation from a supplier, customer, competitor or distributor;

• Having a personal interest or potential for gain in any Company transactions;

• Serving on an Advisory Board and/or Board of Directors of an association or company which is in a similar market/industry as Merck;

• Having a close family member work at an agency that approves our drugs;

• Hiring an employee/consultant due to their family relationship with government decision-makers.

The key to addressing conflicts of interest is full disclosure. Often, just disclosing the potential conflict to the Company is the only action required. If you believe you may have a potential conflict of interest, you must discuss the situation with your manager. Certain employees, including directors, officers, executives and other designated employees, must file annual conflict of interest certifications describing any actual or potential conflicts of interest. Company loans to employees are particularly sensitive and are subject to specific scrutiny. Company loans to executive officers or members of the Board of Directors are prohibited unless they were already in existence on July 30, 2002.

Q I own a few shares of stock in British Telecom. Since BT provides phone services to Merck, must I report this as a conflict of interest?

A An investment representing less than 1 percent of outstanding shares of a publicly owned company, such as British Telecom, would not be considered a potential conflict of interest under our policy.

Q Are there any guidelines to help us avoid potential conflicts of interest with physician customers who are also personal friends?

A Since there is a potential conflict of interest — or the appearance of a conflict — to have a personal friendship with a customer with whom you conduct business, you must disclose these personal relationships to your manager. Your manager will review the situation and determine what steps, if any, should be taken to manage the potential conflict. You should also consider the following questions to determine whether your relationship with a customer could present a conflict of interest:

• Is this a personal friendship or a friendly professional relationship?

•Do you socialize with the physician customer? On weekends? On holidays?

• Would your personal loyalty override or appear to compromise your ability to make decisions that are in the Company’s best interests?

• Do you discuss business in non-work settings?

• Are you disclosing information to the customer that the Company would consider confidential or proprietary?

• Does your relationship compromise — or appear to compromise — the objectivity of the customer’s decision-making (in the case of a physician, the physician’s prescribing habits)?

It is important to use good judgment in managing your personal relationships with customers. If you are unsure how to proceed, it is always prudent to discuss the situation with your manager.

Use of Corporate Assets CP26 CP36

Our shareholders have a right to expect that the Company’s assets are properly maintained and used in an economical and efficient manner. As a general rule, we should not use Company equipment or resources (excluding communications tools — see next page), for personal use. However, there may be times when personal use of corporate resources is acceptable. If you have questions about such situations, discuss them with your manager.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Relationships with Shareholders

Q With the support of the Company, I am working on an advanced chemistry degree. May I use Company laboratory equipment over the weekend to further my studies?

A Due to health, safety and other risks, personal use of Company laboratory equipment is not permitted.

If you believe extraordinary circumstances warrant an exception, discuss the situation with your manager.

Personal Use of Communication Tools

The Company encourages us to make efficient and effective use of communications tools such as e-mail, the Intranet and Internet, voicemail, telephones, photocopiers and fax machines to accomplish business objectives. These tools also allow us to efficiently accomplish personal activities and such use is generally permitted provided there is no undue cost to the Company or adverse effect on productivity or the work environment. Usage also must conform to all other existing standards and policies regarding communication tools. General guidelines for the various communication tools include:

Telephones: Use common sense and good judgment when using Company telephones for personal business. A quick call home is acceptable — lengthy overseas calls are not acceptable.

Faxes and Photocopiers: Personal use is acceptable provided it is infrequent and insubstantial. Photocopying your tax return is acceptable — copying 200 announcements for your sports club is not acceptable.

Internet and E-mail: Our personal use should not interfere with work productivity and not exceed a nominal cost to the Company. Again, use common sense and good judgment. Internet shopping during your lunch hour is acceptable — spending the afternoon “surfing the web” is not acceptable.

Please note that the following are some examples of inappropriate use of the Internet and E-mail Systems and are strictly forbidden at all times:

• Disclosing confidential or proprietary information.

• Downloading or transmitting pornographic, sexist, racially or ethnically insensitive material.

• Posting your opinions or views with regard to the Company or the Company’s business in Internet newsgroups, chat rooms, bulletin boards, etc., unless you are specifically authorized by the Company to do so.

• Conducting private commercial business on the Internet or E-mail Systems.

Your particular division or location may have adopted more restrictive guidelines concerning personal use of communication tools. In such cases, the more restrictive standard applies. In all cases, personal use of communication tools is subject to the discretion of your manager. For more information, contact your local Information Systems professional, the Information Services Department Help Desk, or your Human Resources representative.

Q May I load my own personal software onto my Merck computer or personal digital assistant (PDA)?

A Generally, this is not an acceptable practice. To reduce the likelihood of introducing code capable of destroying data, only software provided by the Company may be used on Company computers. Exceptions require prior approval from your manager and Information Services; however, it should be noted that Information Services cannot dedicate its resources to support your use of personal software.

Q Occasionally, some of my colleagues visit Internet chat rooms while at work. Is this appropriate?

A Unless specifically authorized as part of your job responsibilities, it is inappropriate to visit Internet chat rooms using Company computers. If you wish to chat on the Internet, you should do so using your own personal computer on your own time.

Q Would it be acceptable for me to do Internet banking on a Company computer?

A Yes. Employees can use the Internet for appropriate personal tasks after hours, as well as during business hours as long as the activity is infrequent and insubstantial and does not interfere with an employees’ job performance. However, if this activity involves installing any additional software on your computer, you would need to obtain approval from your manager and Information Services before proceeding.

We treat our suppliers and subcontractors fairly and honor our commitments.

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Q If the Company has sanctioned and/or paid for an employee’s online study coursework, what guidelines apply for his/her Internet use?

A The Company recognizes that greater latitude with regard to Internet use may be appropriate and warranted under certain circumstances. You should discuss your specific situation with your manager.

Protection of

Company Information CP26

Information is an important Company asset that must be protected. The loss of confidential information can be extremely damaging to our competitive position. Examples of confidential information include, but are not limited to, pricing, formulations, research results, manufacturing methods, financial data and marketing and sales strategies and plans.

We do not disclose any confidential Company information without a valid business purpose and proper authorization by management. Each of us is responsible for protecting the confidentiality of Company information. General guidelines for protecting confidential Company information include:

• Not discussing sensitive Company business in public;

• Using password protection on computer files (and not sharing your password with other employees);

• Securing sensitive information in locked files and cabinets;

• Securing sensitive information on laptop computers while traveling;

• Exercising caution when using speakerphones and cellular phones.

Even after we leave the employment of Merck, we are obligated to maintain the confidentiality of Merck information and return all documents and files (including electronically-stored information).

Q I overheard Merck employees discussing Company business on an airplane. What, if anything, should I do?

A If you believe the information that is being discussed is sensitive or confidential, advise the parties that they can be overheard. Every Merck employee has a responsibility to ensure that confidential and proprietary information is not disclosed in public.

Q I was using my home computer and came across a chat room where sensitive Merck information was being divulged. What should I do?

A Such disclosure of confidential Company information is strictly forbidden, as it seriously harms the Company in trying to achieve its business objectives.

Discuss your observation with your manager. You may also call the AdviceLine or contact the Office of Ethics, advising them of your observations.

Q As a Merck researcher, I see a conflict between the Company’s desire to protect its confidential and proprietary information and the open exchange of knowledge in the scientific community. What are my responsibilities?

A The Company respects and shares researchers’ desire to share scientific knowledge. To this end, we actively encourage the publication of scientific findings. However, since funding for our research comes only from product sales, it is essential that we have the opportunity to protect our discoveries through the patent process before making them known to the public and to competing pharmaceutical firms

As a Merck researcher, before you consider releasing any scientific result or information that is based on work conducted at Merck, you are required to first seek the approval of your divisional vice president, or have the information reviewed by the Office of Scientific and Technical Information Clearance (OSTIC) process for approval.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Relationships with Shareholders

Accuracy of Books/Records CP20

We make decisions based on information recorded at every level of the Company. Incomplete or inaccurate information may lead to poor decisions and negative consequences, for example:

• Improper recording of revenues and expenses leads to misrepresentation of the Company’s financial position, and is illegal; •Incomplete or inaccurate manufacturing documents could jeopardize the supply of a product and violate regulations. We must record all information honestly and accurately. This includes, but is not limited to, expenses, revenues, research test results, production and quality data and any other corporate information. All financial transactions and payments must be authorized and recorded. Strict compliance with corporate accounting methods is required, as is cooperation with internal and external auditors. Contact your divisional controller or corporate audit group client director with any questions concerning the proper recording of financial transactions.

Accuracy of Public Disclosures

We have a responsibility to ensure that we provide the investing public with information that reflects the true value of our operations. Therefore, all of our public disclosures that are filed with government agencies or communicated to the public must be full, fair, accurate, timely and understandable. This obligation applies to all employees, including all financial executives, with any responsibility for preparing such reports, including drafting, reviewing, and signing or certifying the information they contain. We must communicate openly about our operations, without compromising proprietary and confidential information.

If you have concerns about any aspect of our financial disclosures, you should discuss them with your manager, the Finance organization, the Legal Department, the Office of Ethics or the AdviceLine. Any employee who is contacted by another employee who is raising questions or concerns about questionable accounting or auditing matters must immediately report those concerns to the Office of Ethics.

Q It is December and there is money left in our annual budget. Is it acceptable to pre-pay for next year’s activities using this year’s budget?

A No. Activities and payments must be matched to the same period. If an event occurs this year then payment should be recorded as taking place this year. If an activity is set for next year then the payment must be charged to the next year’s budget and accounts.

Q I am concerned that Company employees may be inclined to release only study data that puts our research in the best light. What should I do?

A You are right to be concerned. This may be a serious issue and should be reported to your manager or the Legal Department immediately. Selective release of data may adversely affect Merck’s reputation for quality research and may violate government regulations.

Q A sales order came in and will be confirmed two days after the books are closed. Is it acceptable to include unconfirmed sales in an earlier period?

A No. The sale has not officially taken place until it is confirmed and the goods have been shipped. It is a misrepresentation to include unconfirmed sales in an earlier period.

Q Can I delay processing sales orders until the next period to help us attain our income targets in that period?

A No. Sales orders received must be processed in accordance with standard operating procedures for the transaction. It is inappropriate to manipulate sales orders for processing during the next financial period.

Insider Trading CP30

Merck strives to preserve fair and open markets for the buying and selling of the Company’s securities. We may not buy or sell Merck securities, on the basis of nonpublic, material information. Material (“inside”) information is any information that a reasonable investor would consider important in making investment decisions. Examples may include knowledge about acquisitions, divestitures, new products or processes, and financial information such as corporate earnings. These same restrictions apply to non-public material information about other companies that we learn through our capacity as Merck employees.

We are also prohibited from disclosing non-public material information to others — both inside and outside Merck — without a legitimate business reason and proper management authorization.

If we have inside information, we must refrain from trading in the affected securities until the beginning of the second full trading day after public disclosure of the information. If you are in doubt as to whether the purchase or sale of securities would violate our insider trading standards, please consult with the Legal Department.

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Relationships with Suppliers

Selection of Suppliers CP23

We select goods and services that best contribute to the long-term well being of Merck. We choose our suppliers based on price, quality, delivery, service, diversity and reputation. Other factors, including environmental and business practices, also may be taken into consideration. Merck condemns the use of forced labor and exploitative child labor and expects its suppliers to respect this principle as well.

Q I suspect that one of our suppliers is using child labor. What should I do?

A Discuss your observation with your manager. You may also contact the AdviceLine or, if you prefer, you may contact the Office of Ethics, advising them of your observations.

Q Due to a recent promotion, I am now assigned to purchase office equipment. How should I evaluate suppliers?

A In addition to the factors mentioned above, there may be a global supply agreement in place that includes a “preferred supplier” in your region. For further information, you should seek assistance from your local procurement representative or finance director.

We choose our suppliers based on price, quality, delivery, service and reputation, taking Merck’s best interests into consideration.

Treatment of Suppliers

We treat our suppliers and subcontractors with fairness and integrity. We respect the terms and conditions of agreements with suppliers and we honor our commitments. We strive to pay on time and are careful to protect the confidential and proprietary information of our suppliers.

To ensure that all suppliers are given an opportunity to compete for our business, we obtain competitive bids where it is feasible to do so.

Q Is it acceptable to copy Company software to my home computer if it would only be used for Company business?

A Generally, this is not acceptable. We must respect the intellectual property of others and the terms of software-licensing agreements, which may limit the number of machines on which the software may be installed. To determine whether it would be acceptable for your particular software, consult Information Services.

Q Can I solicit our suppliers and consultants for donations to causes that Merck supports?

What about causes I personally support?

A It may be appropriate for the Company to solicit donations from suppliers and consultants. However, the decision to make such a solicitation would be one that senior management needs to make.

It would not be appropriate for you to solicit the Company’s suppliers and consultants for a cause that you, personally, support. Using the Company’s vendor list for any other purpose than a business purpose would violate our standards and policies.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Relationships with Our Communities and Society

Corporate Responsibility CP6

Merck believes that an essential component of its corporate responsibility is to provide support to charitable or philanthropic organizations that benefit society, from the local plant community to the international level. Merck makes cash contributions both directly and through The Merck Company Foundation, and donates products and other in-kind services to qualified organizations and programs that address the needs of society and support Merck’s overall business mission to enhance health.

The philanthropic outreach of Merck is guided by two strategic priorities worldwide: to advance scientific knowledge and education, and to improve health care. Merck supports initiatives to address selected health care issues with funding, donates MECTIZAN® to treat river blindness and has joined a public/private sector cooperation to accelerate access to HIV/AIDs care and treatment in countries such as Botswana. Other Merck medicines are also donated to address health care needs in developing countries. In addition to these priorities, funding is also provided to support programs to protect our environment, promote art and cultural activities, and foster civic institutions. When appropriate, Merck provides assistance in response to major disasters and medical emergencies.

For more information, contact the Corporate Office of Contributions at Whitehouse Station.

Human Rights

We believe in the fundamental dignity of every human being and in respecting individual rights. In all of our operations:

• We condemn the use of forced labor and exploitative child labor and expect our suppliers to respect this principle as well;

• We respect employees’ lawful freedom of association;

• We compensate our employees to ensure that basic needs are met and provide our employees with the opportunity to improve their skills and capabilities;

• We do not discriminate at any level of the organization on the basis of race, gender, age, ethnicity, national origin, sexual orientation, marital status, disability or religious beliefs;

• We provide a safe and healthy work environment.

We have the opportunity to set an example (for our business partners and other organizations) by upholding our standards. These standards demand respect for all individuals and consideration of the interests of all of those affected by and involved in our business. We also create work environments where free discussion can take root that respects the opinions of all employees, as well as reward creativity and innovation. For more information about the Company’s policy on human rights, please contact the Office of Ethics.

Public Communications CP4

All communications with the news media are potentially important and reflect upon the Company’s image and business. It is vital that communications from the Company are consistent and that all regulatory and legal obligations be fulfilled. All communications must be accurate, responsible and in keeping with Merck’s medical and legal policies. Media or public requests for information should be referred to and coordinated with Global Communications.

Q I will make a presentation at a conference where press coverage is likely. How should I respond if I’m approached by the media following my presentation?

A Journalists often approach scientists and executives who make presentations at professional forums.

When press coverage is likely to result, Global Communications should be advised in advance and questions and answers should be prepared. But you should feel free to clarify for the reporter anything that was formally presented at the meeting. Questions that go beyond what was formally presented should be referred to Global Communications. Copies of slides should not be given out without prior clearance from the Merck Research Laboratories and Global Communications because this could jeopardize the scientific publication process.

The Merck Company Foundation

The Merck Company Foundation is a U.S.-based, private, to charitable foundation. Established in 1957 by Merck, the Foundation is funded entirely by the Company and is Merck’s chief source of funding support to qualified non-profit, charitable organizations. The mission of the Foundation is to support organizations and innovative programs that: expand access to medicines, vaccines and quality healthcare; build capacity in the biomedical and health sciences; promote environments that encourage innovation, economic growth and development in a fair and ethical context; and support communities where Merck has a major presence. Since its inception, The Merck Company Foundation has contributed US$382 million to support important initiatives that address societal needs and are consistent with Merck’s overall mission to enhance the health and well-being of people around the world.

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Environmental Stewardship CP14

Our responsibility to protect the environment is among our highest priorities. We comply with the letter and spirit of all environmental laws and regulations and respect the environment in every country where we operate. We provide consumers with information to help them handle our products in an environmentally responsible way. Central Safety and the Environment can answer specific questions about Merck’s environmental standards; or you can check the Safety and Environment Web site at mmd.merck.com/S&E/.

Q The laws in my country do not prohibit dumping waste on-site. Can I dispose of Merck waste in this way?

A No. The disposal method must be in accordance with Merck’s own environmental standards, and specific practices vary, depending on the type of waste. Merck has developed “best practice” global environmental standards for all of its facilities.

In some cases, these standards require actions that exceed what laws in individual countries would allow.

Q I am a site services manager and have the responsibility for buying replacements for everything from light bulbs to equipment. Does Merck’s goal of continuous improvement mean that I should always select the most environmentally-beneficial option?

A Not necessarily. Sometimes the cost of the most environmentally-beneficial option is disproportionate to the benefit to be obtained. Generally, however, where the cost differential between options is not significant and a real environmental benefit will result, the more environmentally beneficial option should be selected. Consult your Procurement representative to help determine the most appropriate purchases.

Protecting the environment in every country where we operate is among our highest priorities.

Our Environmental Commitments

1. To conduct our business in compliance with the letter and spirit of the law

2. To be a leader in environmental performance

3. To continuously improve

4. To establish and maintain global standards

5. To evaluate the environmental impact of our operations and minimize that impact where it cannot be prevented

6. To evaluate the potential environmental impact of new products and provide our customers with the necessary information to handle them responsibly

7. To foster openness and dialogue with employees and communities

8. To educate and train our employees so they can perform responsibly and so our professionals foster their personal and our business excellence

Improper Payments CP20

To promote good government and fair, impartial administration of laws, we may not promise, offer or make payment in money or anything of value to any government official or political party with the intent to obtain or maintain business, or any unfair competitive advantage, or to improperly affect government decisions.

Our standards do not necessarily take into account all local legal requirements. Where more restrictive local laws exist, those take precedence. Seek the advice of the Legal Department if there is any uncertainty about the propriety or legality of an action. For additional information, refer to the Gifts and Hospitality section on page 9.

Q I was told I have to pay a “gratuity” to a minor official to clear our vaccine products through customs. These vaccines are perishable, and will spoil if they are not cleared within the next few days.

What should I do?

A The Company does not provide gratuities to officials to ensure execution of official duties. Seek the advice of your manager or the Legal Department to determine if there are legally acceptable alternatives to secure the release of the vaccines.

Use and Selection of Agents

We will engage only reputable, qualified individuals or firms as consultants, agents, representatives or distributors under compensation arrangements that are reasonable in relation to the services performed.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Relationships with Our Communities and Society

Integrity of performance is a Merck standard for employees

and agents alike wherever we do business, and ignorance

of that standard is never an acceptable excuse for improper

behavior, nor is it acceptable for improper behavior to be

rationalized as being in the Company’s best interest. No act

of impropriety advances the interests of the Company.

Q How does the Company ensure that its agents

comply with Merck’s standards?

A The employee recommending use of an agent must

conduct sufficient due diligence research to ensure

that the agent is reputable. At a minimum, this should

include research on, and reference checking with other

parties and multinational companies for whom the

agent has worked in the past. This information should

be reflected in the approval memorandum submitted

to management. In addition, once an external agent

has been selected, it is important to monitor that

agent’s activities and expenditures, to ensure they are

reasonable and in compliance with Company policies

as well as local and international law.

Compliance With Laws, Rules

and Regulations CP21

Being a good corporate citizen means that we are

committed to complying with applicable laws, rules and

regulations governing all aspects of business, including

research, development, marketing, sales and distribution

of human drugs (including drug samples), animal care

products, and consumer healthcare products with U.S.

Federal health care program and FDA requirements.

Managers are responsible for communicating relevant rules

and regulations to their employees. For further assistance,

contact the Legal Department.

Boycotts

As a U.S.-based Company, all Merck operations, including

foreign subsidiaries, must comply with U.S. laws pertaining

to foreign boycotts. These laws primarily refer to the Arab

boycott of Israel. However, from time to time, other boycott

issues may arise. A variety of activities are prohibited under

anti-boycott laws, including:

• Furnishing information about Merck’s or any person’s

past, present or prospective relationship with boycotted

countries or blacklisted companies; and,

• Paying, honoring or conforming letters of credit

containing boycott provisions.

The laws also requires that certain requests for boycott

information be reported to the U.S. Government. Because

anti-boycott legislation is complex, all such requests should be directed immediately to the Legal Department.

Economic Sanctions and Other Import/Export Regulations

We may not export or sell drugs without proper approvals by the Merck Research Laboratories and the Clinical and Regulatory Development Review Committee. In addition, the drugs must meet the legal requirements of the producing country and the countries to which the drugs would be exported, as well as U.S. legal requirements. Further, we may not import from or export to countries against which there is a U.S. embargo (e.g., Sudan or Cuba). We may not import from or export to certain individuals or organizations with which contact is prohibited by U.S. government agencies.

QHow can we justify not sending medicine to people in need who live in places that are out of political favor with the United States?

A In return for the right to operate in the United States, we are obligated to comply with all applicable United States laws that apply to our operations—whether or not we agree with such laws. Please note that some U.S. laws, such as those pertaining to export controls, do apply to Merck operations outside of the U.S. In some situations, approvals may be obtained from the relevant U.S. government agencies for supplying medicines to restricted countries and entities.

QIn the country where I operate, it is illegal to comply with the U.S. trade embargo regulations with certain countries. How do I handle this situation?

A Transnational compliance with embargo regulations is a complex issue that varies from country to country. All such concerns must be directed to the Legal Department.

Political Activities

Good corporate citizenship requires that we do not unfairly or illegally influence the political process in the communities in which we operate. Due to the complexity and diversity of laws and regulations governing corporate political activities, political contributions and other related activities may only be undertaken with the prior approval of the Chief Executive Officer. As private citizens, we may participate in the political process, including contributing to candidates or parties of our choice. However, we may not use Company time, property or resources for our personal political activities.

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Raising Concerns

We hire employees with sound character and judgment, who we trust will act responsibly. However, there may be times when we need to raise concerns about behavior which we believe violates Merck’s values and standards. If you observe such behavior, you have an obligation to discuss it with the appropriate parties. Doing so will provide the Company with the opportunity to correct the problem. The reporting process is flexible, allowing you to raise concerns through a variety of channels. For the appropriate resources in your location, please refer to the Additional Assistance Page found on the inside cover of this booklet.

Q What is the difference between the Ombudsman Program, the Office of Ethics and the AdviceLine?

How do I know which resource I should use?

A Your primary source of guidance is your supervisor or your manager. However, in those instances when you may wish to speak with someone outside your division or location, the Company provides alternative resources such as the Office of Ethics, the AdviceLine and the Ombudsman Program.

• The Office of Ethics provides services to Merck employees, worldwide, with ethical questions or concerns. The Office of Ethics is responsible for both the Ombudsman Program and the AdviceLine.

• The AdviceLine, available world 24 hours a day, seven days a week, is staffed by an outside organization and employees can remain anonymous when they call. The operator will not directly provide advice to the employee, but rather, will relay the information to the Merck Office of Ethics, providing the employee with a case number and a call-back date. While questions and concerns raised to the AdviceLine will be forwarded to the Office of Ethics for review, no identifying information will be forwarded without the caller’s consent.

• The Ombudsman Program promotes fair treatment of employees by providing an alternative channel for use by employees to address work-related concerns, including conduct inconsistent with the Company’s policies, practices, values and standards. The program is designed to provide a “safe haven” where these issues can be addressed in confidence and without fear of retaliation.

You may call either the Office of Ethics or the Ombudsman Office to discuss matters in a confidential environment. The AdviceLine offers complete anonymity, as it is operated by an external vendor.

Q I cannot make collect calls to the United States from my country. Does this mean that I am unable to contact the AdviceLine?

A The Office of Ethics has established a variety of ways for all employees to get assistance. If you cannot call the AdviceLine collect, you can contact the AdviceLine by dialing direct to the U.S. at (704) 323-4005, or the Office of Ethics at (908) 423-4478.

In addition, you can reach the toll-free telephone number – (877) 319-0273 – by contacting your local telephone operator and requesting the access code for USA Direct or AT&T. Alternatively, the access codes are also available on the AT&T Web site at www.att.com.

QIs the Company encouraging employees to report on one another?

A The Company encourages employees to address and resolve work-related concerns themselves before they become real problems, and certainly before they rise to the level

of violations of law or risk to health and safety. At times, it may be appropriate to approach to employees around the the person directly with your concerns, providing them an opportunity to clarify their behavior. In the event that employees are uncomfortable handling the situation on their own, they are encouraged to consult their managers or supervisors, or any of the resources listed in this booklet. If employees are unable to resolve concerns by using these channels, then the Company also has an “AdviceLine” which is completely anonymous and available 24 hours a day, seven days a week.

Investigation of Reported Misconduct

The Company the takes positive all reports of misconduct and seriously. We will confidentially investigate all alleged misconduct to determine if any law, regulation, policy or procedure has been violated.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Raising Concerns

Q I don’t know of anyone who has contacted the Office of Ethics or AdviceLine. How many employees really contact the Office of Ethics? What kinds of issues are brought forward?

A The Office of Ethics handles 1,000 to 1,200 cases per year regarding ethics questions, concerns or allegations of inappropriate actions. Most of the issues revolve around interactions between employees and their managers, potential conflicts of interest, and inconsistent application of Company policy.

The fact that you do not hear much about reports of alleged misconduct reflects how well confidentiality is maintained during the ethics reporting and investigation process.

Q In each of Merck’s operating countries, numerous country-specific ethics challenges can arise. How will Merck ensure it has local expertise to address these issues?

A The Office of Ethics is working with divisional compliance committees to enhance regional and country-specific resources. Currently, if you have an ethics question, consult your manager, local lawyer, or the Office of Ethics.

Anonymity and Confidentiality

When you contact the Office of Ethics to raise an issue, you may remain anonymous, although you are encouraged to identify yourself, since doing so will facilitate communication. Should you choose to identify yourself, the Office of Ethics will make every reasonable effort to keep your identity confidential in a manner consistent with conducting a thorough and fair investigation as may be required under the law. To assist the Office of Ethics in maintaining confidentiality, however, it is imperative that you practice discretion and refrain from discussing your Office of Ethics consultation with colleagues or co-workers.

Employees can also report concerns anonymously by using the AdviceLine, a line answered by a third-party vendor. Anonymous callers are provided with a case number and instructed to call back within a certain timeframe to receive an update or to provide additional information which may be necessary to properly investigate their concern. To learn more about the AdviceLine, please access the Office of Ethics Web site at: http://ethics.merck.com.

Q If I raise a concern with the Office of Ethics or Ombudsman, is it automatically considered anonymous?

A Some employees confuse confidentiality with anonymity. You may raise concerns without identifying yourself, thus ensuring anonymity. However if you identify yourself, we will make every effort to keep your identity confidential. Matters raised with the Office of Ethics will be kept confidential unless they raise issues of potential harm to an individual or to the Company, or unless some disclosure is necessary due to an investigation. Our fax is located in a secure area and procedures are in place to safeguard your confidentiality. In those circumstances where you have presented an issue that may involve potential harm to an individual or to the Company, the Office of Ethics will advise you that confidentiality cannot be guaranteed. Disclosure will be made on a need-to-know basis and only to the extent necessary.

Retaliation

Employees who raise concerns help the Company to correct problems before they grow. We will not tolerate retaliation against any employee for raising a business practices issue in good faith. Raising a concern in “good faith” means that you have made a genuine attempt to provide honest and accurate information even if you are later proven to be mistaken. The fact that an employee has raised concerns in good faith, or has provided information in an investigation, cannot be a basis for denial of benefits, termination, demotion, suspension, threats, harassment or discrimination. Similarly employees who work with those who raise concerns should continue to treat them in a courteous and respectful manner and should not engage in behavior that might alienate or intimidate colleagues. This protection extends to anyone giving information in relation to an investigation. If you or others have been retaliated against, you should report this behavior to your supervisor or the Office of Ethics.

Please note that Merck reserves the right to discipline anyone who knowingly makes a false accusation, provides false information to the Company or has acted improperly.

Guidelines for Raising Concerns

It is never easy to raise concerns about possible misconduct. It requires courage and integrity. Listed below are some general ideas on how to discuss your concern with your management:

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1. Schedule a specific time with your manager or another Company resource to discuss your issue.

2. Discuss your issues calmly and professionally.

3. Highlight the risks to the Company and the potential impact of the particular misconduct.

4. Acknowledge (when appropriate) that you may not have all of the information or facts relevant to the issue.

5. State any concerns that you may have about the confidentiality of your report. (If you are concerned about confidentiality, be careful when sharing information with other colleagues who might inadvertently disclose information.)

6. Thank the individual for their time and their attention to the issue.

Guidelines for Receiving Concerns

Your reaction when an employee brings forward a concern is extremely important. It will either encourage an open communications environment where employees feel safe to discuss important issues or it will have a chilling effect on future communications and workplace morale. Listed below are some general ideas on how to respond when an employee raises a concern:

1. Ensure you have enough time to adequately discuss their concern. If not, schedule an alternate time and communicate to the employee that your desire to do so is to ensure that they and their issue have your full attention.

2. Listen as much as possible. Try to avoid becoming defensive or attempting to cut off the discussion.

3. Remain calm and professional.

4. Ask for clarification and additional information, but do so in a way that the employee does not feel intimidated or defensive.

5. Do not feel that you must give an immediate response. Many times it is better to reflect on the employee’s concerns and respond later with your thoughts on the issue.

6. Thank the individual for bringing the issue to your attention.

Bear in mind that many employees may be particularly sensitive to perceived slights or perceived retaliation following a report of misconduct. It is imperative that you continue to treat employees with dignity and respect including the following:

• Evaluate based on actual performance.

• Provide meaningful assignments.

• Share information needed to get work done.

• Involve in social functions.

• Treat with courtesy.

If you have questions or concerns, please refer to the Additional Assistance Page located on the inside cover.

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Appendix – Merck Leadership Standards

Merck Leadership Standards Interactive Model

innovate

Develop new approaches; identify, create, and act on opportunities

Shape strategy Champion change Optimize Operations

impact

Drive for results and deliver on commitments

Achieve results Make sound business decisions Deliver customer value

integrate Merck Values

Ethics and integrity Courage Self-insight

inspire

Create “One Merck” culture; align and develop individuals and teams

Collaborate Communicate candidly Build talent

Organized by four leadership factors—innovate, inspire, impact, intergrate Merck values—each factor has three Merck Leadership Standards describing behaviors required of leaders at all levels in order to successfully execute Merck’s Plan to Win.

To learn more about the Merck Leadership Standards visit: http://ilead.merck.com

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Confidentiality

The Company will not tolerate retaliation against any employee who raises a business practices issue. Any employee who raises a business practices issue will be protected from retaliation. This protection extends to anyone giving information in relation to an investigation. However, Merck reserves the right to discipline anyone who knowingly makes a false accusation, provides false information to the Company or has acted improperly.

When you contact the Merck Office of Ethics to raise an issue, you may remain anonymous, although you are encouraged to identify yourself. Should you choose to identify yourself, the Office of Ethics will make every reasonable effort to keep your identity confidential in a manner consistent with conducting a thorough and fair investigation as may be required under the law. To assist the Office of Ethics in maintaining confidentiality, however, it is imperative that you practice discretion and refrain from discussing your Office of Ethics consultation with colleagues or co-workers.

For more information on raising concerns, please see page 25.

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Index

Accidents, see safety Agents, use and selection, 23 Alcohol, 15 Books or records, 20 Public disclosures, 20 Boycotts, 24 Clinical trials and protocols, 9

Post-marketing clinical trials, 9 Communications, public, 8, 22 Competitors Competitive information, 13 Fair competition, 12 Computers and software, 18, 21 Concerns, Raising, 25, 26, 27, 29 Receiving, 27 Reported misconduct, 25 Retaliation, 26, 29 Confidential information, 12, 13, 19

Confidentiality commitment to employees, 26, 29 Conflict of interest, 17 Corporate assets, use of, 17, 18 Dating co-workers, 16 Discrimination, see Fair treatment

Drugs, illegal, 15 E-mail, see Internet

Employment, Equal, 14, 22 Friends, 16 Relatives, 16

Entertainment, accepting and offering of, see Gifts Environment, 23 Fair treatment, 14, 22 Fraternization, 16 Gifts Conferences/symposia, 11, 12 Giving and receiving of, 9, 10, 11, 24 Meals and hospitality, 11 Tickets, 11

Government, 10, 11, 12, 17, 23, 24 Harassment, 15 Hospitality, see Gifts Human rights, 22 Insider trading, 20 Internet, 14, 18, 19 Invitations, see Gifts Kickbacks, 10, 11 Leadership standards, 28 Media, 8, 19 Office equipment, personal use of, 18 Political Activities, 24 Quality, product and service, 8 Regulations, import/export, 24 Relationships Communities and society, 6, 8, 22 Family and personal, 16, 17 Fellow employees, 6, 14, 16

Physicans and health care customers, 10, 12, 17 Shareholders, 6, 17 Suppliers, 6, 10, 17, 21 Romantic relationships, 16 Safety, 15 Sample requests, 8, 9 Sexual harassment, 15, 16 Shareholders, 6, 17 Socializing with co-workers, see Fraternization Stock, other companies, 17 Suppliers, see Relationships with suppliers

Tickets, see Gifts Work environment, 14 Employee privacy, 14 Protection, 23

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Acknowledgements

We would like to acknowledge the assistance of the hundreds of Merck employees from around the world who participated in the process of putting together this booklet.

Your perspectives were invaluable in making this a global document relevant to the needs and concerns of all Merck employees.

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Merck & Co., Inc., Whitehouse Station, New Jersey, USA

Exhibit 16.1

November 4, 2009

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Dear Sirs/Madams:

We have read Item 4 of the Merck & Co., Inc. (formerly known as Schering-Plough Corporation) Form 8-K dated November 4, 2009 and agree with the statements made therein.

Yours truly,

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

Exhibit 99.1

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		News Release

Media Contacts:	David Caouette	Investor Contacts:	Eva Boratto
	Merck		Carol Ferguson
	(908) 423-3461		Merck
			(908) 423-5185

	Steve Galpin		Janet Barth
	Schering-Plough		Joe Romanelli
	(908) 298-7415		Schering-Plough
			(908) 298-7436

	Monique Mols
	Schering-Plough
	+31(0) 412 66 5440

MERCK AND SCHERING-PLOUGH TO COMPLETE MERGER TODAY

New Merck Will Begin Combined Operations Tomorrow

Global Health Care Leader Poised for Sustainable Growth

Through Innovations for Patients

WHITEHOUSE STATION and KENILWORTH, N.J.: November 3, 2009 – Merck & Co., Inc. (NYSE: MRK) and Schering-Plough Corporation (NYSE: SGP) today announced that they will complete their merger shortly after 4:00PM ET today. The companies will begin combined operations tomorrow, November 4, 2009. As previously announced, Schering-Plough will change its name to Merck and its common stock will trade under the ticker symbol “MRK” on the New York Stock Exchange.

Under the terms of the agreement, Schering-Plough shareholders will receive 0.5767 shares of the newly combined company and $10.50 in cash for each share of Schering-Plough. Each Merck common share will automatically become a common share of the newly combined company.

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This announcement follows clearance from regulatory authorities in China and Mexico. The merger of local Merck and Schering-Plough entities may be pending in other jurisdictions and integration is subject to completion of various local legal and regulatory obligations.

From the completion of the merger today through 5:00 p.m. ET on November 19, 2009, the 6.00% Mandatory Convertible Preferred Stock of Schering-Plough will be convertible at a make-whole conversion rate of 8.2021. For each share of preferred stock converted during this period, the holder will receive $86.12 in cash ($10.50 x 8.2021) and 4.7302 “MRK” common shares

(0.5767 x 8.2021). Holders will also receive, for each share converted, a dividend make-whole payment of between $10.79 and $10.82, depending on the date of conversion. Additional information regarding the make-whole conversion rights of the holders of the preferred stock is set forth in the “Notice of Make-Whole Acquisition” available at www.schering-plough.com . Beginning tomorrow, the 6.00% Mandatory Convertible Preferred Stock will trade under the ticker symbol “MRK PR B”.

Merck has appointed Wells Fargo Shareowner Services as agent to exchange the Schering-Plough common stock for merger consideration and as conversion agent for the 6.00% Mandatory Convertible Preferred Stock. Schering-Plough registered shareholders with questions regarding the exchange of Schering-Plough common stock for merger consideration or the conversion of the 6.00% Mandatory Convertible Preferred Stock should contact Wells Fargo Shareowner Services at (800) 522-9114.

Additional information regarding the exchange of Schering-Plough common stock for merger consideration will also be mailed to registered holders of Schering-Plough common stock. Schering-Plough shareholders who hold shares through a broker or bank should receive information regarding the exchange or conversion of their shares from the party holding their shares.

About Merck

Today’s Merck is working to help the world be well. Through our medicines, vaccines, biologic therapies, and consumer and animal products, we work with customers and operate in more than 140 countries to deliver innovative health solutions. We also demonstrate our commitment to increasing access to healthcare through far-reaching programs that donate and deliver our products to the people who need them. Merck. Be Well. For more information, visit www.merck.com

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Forward Looking Statement

This news release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such statements may include, but are not limited to, statements about the benefits of the proposed merger between Merck and Schering-Plough, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Merck’s and Schering-Plough’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the possibility that the expected synergies from the merger of Merck and Schering-Plough will not be realized, or will not be realized within the expected time period, due to, among other things, the impact of pharmaceutical industry regulation and pending legislation that could affect the pharmaceutical industry; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; Merck’s ability to accurately predict future market conditions; dependence on the effectiveness of Merck’s patents and other protections for innovative products; the risk of new and changing regulation and health policies in the U.S. and internationally and the exposure to litigation and/or regulatory actions.

Merck undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Merck’s 2008 Annual Report on Form 10-K, Schering-Plough’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009, the proxy statement filed by Merck on June 25, 2009 and each company’s other filings with the Securities and Exchange Commission (SEC) available at the SEC’s Internet site ( www.sec.gov ).

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