MERCK & CO., INC.

                  CHANGE IN CONTROL SEPARATION BENEFITS PLAN

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                                 ARTICLE I

                                  PURPOSE

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      The Board of Directors of the Company recognizes that the possibility

of a Change in Control exists and that the threat or the occurrence of a

Change in Control can result in significant distractions of its key executive

personnel because of the uncertainties inherent in such a situation.  In

addition, the Board has determined that it is essential and in the best

interest of the Company and its stockholders 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.  Accordingly,

the Company has adopted, effective as of the Effective Date, the Merck & Co.,

Inc. Change in Control Separation Benefits Plan as set forth in this document.

 

                                 ARTICLE II

                                DEFINITIONS

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      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 Employer (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 Company.  In addition, as to any

Participant who is a Management 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 a

Management Committee Member, the Board, and (ii) for a Participant who is an

Other Executive, the Management Committee Member who is the direct or

indirect supervisor of the Participant.

 

      2.7   Change in Control.  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

 

            (c)   The consummation of:

 

                  (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 Voting Securities immediately before such

Merger represent, 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.

 

      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.

 

      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.

 

      2.12  Employer.  The term "Employer" shall mean, as applicable to any

Participant, the Company or a subsidiary of the Company that employs the

Participant.

 

      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 Health Plan.  The term "Executive Health Plan" shall

mean the Retiree Healthcare Plan for Key Executives adopted by the Board to

provide medical, dental and prescription drug benefits under an insurance

policy to certain employees of the Company who, on the date their employment

with the Company ends, do not meet the requirements to be considered a

retiree under the Health Plan.

 

      2.16  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 Management 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, or (B) a change in the person to whom (but not the

position to which) the Participant reports;

 

            (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, or (D) the Participant ceasing to be an executive officer subject to

Section 16(b) of the Exchange Act; and

 

            (c)   as to Participants who are either Management Committee

Members or Other Executives:

 

                  (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 Company or the Employer (as

applicable) 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 any of its Affiliates, in each case

within seven days of the date such compensation is due;

 

                  (iv)  (x) the failure by the Company or the Employer (as

applicable) 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 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 the Employer (as

applicable) 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 (as applicable) 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 the Employer (as applicable) 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 the Employer (as applicable) 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 Company

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 Company 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 Company 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.

 

      2.17  Gross-Up Payment.  The term "Gross-Up Payment" shall have the

meaning given thereto in Section 6.1(a).

 

      2.18  Health Plan.  The term "Health Plan" shall mean the Merck & Co.,

Inc. Medical Plan for Nonunion Employees and the Merck & Co., Inc. Dental

Plan for Nonunion Employees (which plans are part of the Merck & Co., Inc.

Medical, Dental and Long-Term Disability Plan for Nonunion Employees) 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.

 

      2.19  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.

 

      2.20  Life Insurance Plan.  The term "Life Insurance Plan" shall mean

the Merck & Co., Inc. Group Term Life and Optional Insurance Plan 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.

 

      2.21  Management Committee Member.  The term "Management Committee

Member" shall mean each individual whom the Company's Chief Executive Officer

has designated as a member of the Company's Management Committee.

 

      2.22  Multiple.  The "Multiple" applicable to a Participant shall be as

follows:

 

            (a)   if the Participant is a Management Committee Member as of

the Termination Date, three;

 

            (b)   if the Participant is an Other Executive and reports

directly to a Management Committee Member as of the Termination Date, two;

and

 

            (c)   if the Participant is an Other Executive and does not

report directly to a Management Committee Member as of the Termination Date,

one and one-half.

 

      2.23  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.

 

      2.24  Operating Unit.  The term "Operating Unit" shall mean any

subsidiary, division or other operating unit of the Company or any of its

subsidiaries.

 

      2.25  Other Executive.  The term "Other Executive" shall mean each

employee of the Company or its subsidiaries (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 Management Committee

Members.

 

      2.26  Participant.  The term "Participants" shall mean those Management

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 2.26 shall

be so excluded only during such Leave of Absence.

 

      2.27  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.

 

      2.28  Pension Plan.  The term "Pension Plan" shall mean the Retirement

Plan for Salaried Employees of Merck & Co., Inc.

 

      2.29  Permanent Disability.  The term "Permanent Disability" shall mean

(i) that a Participant is receiving long-term disability benefits under the

disability plan 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.

 

      2.30  Plan.  The term "Plan" shall mean the Merck & Co., Inc. Change in

Control Separation Benefits Plan as set forth in this document.

 

      2.31  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.

 

      2.32  Savings Plan.  The term "Savings Plan" shall mean the Merck &

Co., Inc. Employee Savings and Security Plan.

 

      2.33  Severance Benefits.  The term "Severance Benefits" shall mean the

payments and benefits payable in accordance with Article IV of the Plan.

 

      2.34  Shares.  The term "Shares" shall mean the shares of common stock,

par value $0.01 per share, of the Company.

 

      2.35  Supplemental Plan.  The term "Supplemental Plan" shall mean the

Merck & Co., Inc. Supplemental Retirement Plan.

 

      2.36  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 Article V.

 

 

                                ARTICLE III

                                ELIGIBILITY

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      3.1   Commencement of Participation.

 

            (a)   Management Committee Members.  Each Management Committee

Member as of the Effective Date shall automatically be a Participant in the

Plan as of the Effective Date.  Each individual who is designated by the

Chief Executive Officer as a Management Committee Member following the

Effective Date shall automatically be a Participant in the Plan as of the

date of such designation.

 

            (b)   Other Executives.  Each Other Executive as of the Effective

Date shall automatically be a Participant in the Plan as of the Effective

Date.  Each individual who becomes an Other Executive (whether by reason of

being hired 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.

 

      3.2   Duration of Participation.

 

            (a)   Management Committee Members.  A Participant who is a

Management 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 a Management 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; provided, however, that,

subject to Sections 4.2 and 8.2, if a Management Committee Member ceases to

be a Management 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 a Management 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)   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):

 

                  (i) a Participant shall be entitled to receive Severance

Benefits from the Company 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

 

                  (ii) a Participant shall be entitled to receive Severance

Benefits from the Company 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 Company 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

Company 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 Company.  The Company 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 Company and its subsidiaries 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

Company's rights and obligations under the Plan, the transfer of employment

of a Participant from the Company to one of its Affiliates, or from such an

Affiliate to the Company, in each case whether before or after the Change in

Control, shall not constitute a termination of employment for purposes of 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:

 

                  (1)   The Company shall pay to the Participant a Pro-Rata

      Bonus in a lump sum within thirty days following the Termination Date.

 

                  (2)   The Company 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.

 

                  (3)   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 Company 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

      Company and its subsidiaries 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 Company 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 Company 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).

 

                  (4)   If the Participant is U.S.-based and is eligible to

      receive Employer-provided financial planning services as of the

      Termination Date, the Company 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.

 

                  (5)   The Company shall, at its expense, permit the

      Participant to participate in outplacement assistance services which

      are (1) as to Management 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 Company's 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

      Company's 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:

 

                  (1)   The Participant shall be entitled to the pension

      benefits as described in Appendix B.

 

                  (2)   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 Company 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.

 

                  (3)    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 Management 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 Company 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.

 

                  (4)   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 Company 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.

 

                  (5)   The Company 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

      Company'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 any of its Affiliates.

Accordingly, if a Participant is a party to an employment, severance,

termination, salary continuation or other or similar agreement with the

Company or any of its Affiliates, or is a participant in any other severance

plan, practice or policy of the Company or any of its Affiliates, 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 an 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 Company'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 any of its Affiliates

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.

 

      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 Company 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 Company

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   Management Committee Members.  This Section 6.1 shall be

applicable solely to Participants who are Management 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 Company'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 Company 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 Company.  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 Company 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 Company

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 Company should have been made (the "Underpayment"),

consistent with the calculations required to be made hereunder.  In the event

the Company 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 Company to

or for the benefit of the Participant.

 

            (c)   The Participant shall notify the Company in writing of any

claim by the Internal Revenue Service that, if successful, would require the

payment by the Company 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 Company 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 Company (or such shorter period

ending on the date that any payment of taxes with respect to such claim is

due).  If the Company notifies the Participant in writing prior to the

expiration of such period that the Company desires to contest such claim, the

Participant shall:

 

                  (i)   give the Company any information reasonably requested

by the Company relating to such claim,

 

                  (ii)  take such action in connection with contesting such

claim as the Company 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 Company,

 

                  (iii) cooperate with the Company in good faith in order

effectively to contest such claim, and

 

                  (iv)  permit the Company to participate in any proceedings

relating to such claim;

 

provided, however, that the Company 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 Company 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 Company shall determine; provided, however, that, if the Company pays

such claim and directs the Participant to sue for a refund, the Company 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 Company'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 Company 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

Company's complying with the requirements of Section 6.1(c), if applicable)

promptly pay to the Company the amount of such refund (together with any

interest paid or credited thereon after taxes applicable thereto).  If, after

payment by the Company 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 Company 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 Company

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 Company to effectuate the foregoing, the

Company 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 Company's expense by the Accounting Firm, which shall provide its

determination (the "Determination"), together with detailed supporting

calculations and documentation to the Company 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 Company and the Participant.

 

                                ARTICLE VII

                           SUCCESSORS TO COMPANY

                           ---------------------

 

      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, in the same

manner and to the same extent that the Company 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.

 

                                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 Company or any of its Affiliates 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

                               MISCELLANEOUS

                               -------------

 

      9.1   Legal Fees and Expenses.  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 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.

 

      9.2   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 a

Management Committee Member or Other Executive (as applicable), or to change

any employment policies of any Employer.

 

      9.3   Withholding of Taxes.  The Company shall withhold from any

amounts payable under this Plan all federal, state, local or other taxes that

are legally required to be withheld.

 

      9.4   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.

 

      9.5   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.

 

      9.6   Settlement of Claims.  The Company'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 Company may have against a Participant or others.

 

      9.7   Unfunded Obligation.  All Severance Benefits provided under this

Plan shall constitute an unfunded obligation of the Company.  Payments shall

be made, as due, from the general funds of the Company.  This Plan shall

constitute solely an unsecured promise by the Company 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 2.16 following a Change

in Control)).

 

      9.8   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.  Without limiting the generality of this Section 9.8, it

is intended that the Plan comply with Section 409A of the Code, and, in the

event that this Plan is determined to be a "deferred compensation plan"

within the meaning of Section 409A(d)(1) of the Code, the Compensation and

Benefits Committee shall, as necessary, adopt such conforming amendments as

are necessary to comply with Section 409A of the Code without reducing the

Severance Benefits due to Participants hereunder.

 

      9.9   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.

 

      9.10  Enforcement.  This Plan is intended to constitute an enforceable

contract between the Company and each Participant subject to the terms hereof.

 

      9.11  Effective Date.  This Plan shall be effective as of November 23,

2004.

 

 

<PAGE>

 

 

                                 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"), 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);

 

      (c)   the right of the Employee to receive COBRA continuation coverage

in accordance with applicable law;

 

      (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 applicable

Company policy; and

 

      (f)   claims for the reimbursement of unreimbursed business expenses

incurred prior to the Termination Date pursuant to applicable Company policy.

 

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 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 in obtaining a protective order

at the Company's expense against disclosure by a court of competent

jurisdiction), communicate, to anyone other than the Company and those

designated by the Company or on behalf of the Company 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 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 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 upon reasonable request of the Board

and be reasonably available to the Company 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 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 Company.

 

      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.  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:

 

 

 

 

---------------------

 

 

 

<PAGE>

 

 

                                 Appendix B

 

   Description of Change-in-Control Benefits under the Merck & Co., Inc.

                          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.

 

I.    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,

 

            1.    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.

 

            2.    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.

 

            3. 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.

 

II.   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,

 

            1.    If the Participant participates in the Supplemental Plan at

      any time prior to the Termination Date, the Company 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.

 

III.  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 Company'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 Company's general assets as provided by Section

4.3(b)(5) of the Plan.

 

 

 

</TEXT>

</DOCUMENT>