GLOBAL NOTE



 



Exhibit 4 (c)(v)


CUSIP NO. 806605AG6

ISIN NO. US806605AG68



NO. 1


SCHERING-PLOUGH CORPORATION

6.50% GLOBAL SENIOR NOTE DUE 2033



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE
TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.


     SCHERING-PLOUGH CORPORATION, a New Jersey corporation (herein referred to
as the “Company,” which term includes any successor corporation under the


 






 


Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of $500,000,000 on
December 1, 2033 (the “Maturity Date”) and to pay interest thereon from
November 26, 2003 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on June 1 and
December 1 in each year (each, an “Interest Payment Date”), commencing June 1,
2004, at 6.50% per annum until the principal hereof is paid or duly provided
for, and which such interest rate shall be subject to adjustment as described
below.


     Any payment of principal or interest required to be made on a day that is
not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment. Interest
payable on each Interest Payment Date will include interest accrued from and
including November 26, 2003 or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, to but excluding such Interest Payment Date.


     The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
(the “Holder”) in whose name this Note (or one or more Predecessor Securities)
is registered at the close of business on the May 15 or November 15, as
applicable (whether or not a Business Day) preceding such Interest Payment Date
(a “Regular Record Date”). Any such interest not so punctually paid or duly
provided for (“Defaulted Interest”) will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a special record date (the “Special Record Date”) to
be fixed by the Trustee (referred to herein) for the payment of such Defaulted
Interest, notice whereof shall be given to the Holder of this Note not more
than 15 nor less than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture.


     For purposes of this Note, “Business Day” means any day that is not a
Saturday or Sunday and that, in The City of New York, is not a day on which
banking institutions are authorized or obligated by law or executive order to
close.


     Payment of the principal of this Note on the Maturity Date will be made
against presentation of this Note at the Corporate Trust Office of the Trustee
maintained for that purpose in the Borough of Manhattan, the City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts. So long as
this Note remains in book-entry form, all payments of principal and interest
will be made by the Company in immediately available funds.


     GENERAL. This Note is one of a duly authorized issue of securities
(herein called the “Securities”) of the Company, issued and to be issued under
an indenture dated as of November 26, 2003 (the “Base Indenture”), as
supplemented by the First Supplemental Indenture dated as of November 26, 2003,
the Second Supplemental Indenture dated as of November 26, 2003 (the “Second
Supplemental Indenture”), and as it may be further
supplemented from time to time (herein collectively called the
“Indenture”), between the Company and The Bank of New York, as Trustee (herein
called the “Trustee,” which term


 






 


includes any successor trustee under the
indenture with respect to a series of which this Note is a part), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may otherwise vary as
provided or permitted in the Indenture. This Note is one of a duly authorized
series of Securities designated as “6.50% Senior Notes due 2033” (collectively,
the “Notes”).


     The Notes are initially limited to $1,150,000,000 aggregate principal
amount. The Company may, without the consent of the Holder hereof, create and
issue additional securities ranking pari passu with the Notes in all respects
and so that such additional securities shall be consolidated and form a single
series having the same terms as to status, redemption or otherwise as the Notes
initially issued. No additional Notes may be issued if an Event of Default has
occurred.


     INTEREST RATE ADJUSTMENTS. The interest rate on the Notes is subject to
adjustment in accordance with the terms of, and in the circumstances provided
for in, the Second Supplemental Indenture.


     EVENTS OF DEFAULT. If an Event of Default with respect to the Notes shall
have occurred and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.


     MATURITY AND OPTIONAL REDEMPTION. The Notes may be redeemed prior to the
Maturity Date as provided for in Section 301 of the Second Supplemental
Indenture. The Notes are not subject to repayment at the option of the Holders
or to the operation of any sinking fund.


     MODIFICATION AND WAIVERS; OBLIGATIONS OF THE COMPANY ABSOLUTE. The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series. Such amendment may
be effected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of all Securities issued under the Indenture at the time Outstanding and
affected thereby. The Indenture also contains provisions permitting the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all Outstanding
Securities, to waive compliance by the Company with certain provisions of the
Indenture. Furthermore, provisions in the Indenture permit the Holders of not
less than a majority in aggregate principal amount of the Outstanding
Securities of individual series to waive on behalf of all of the Holders of
Securities of such individual series certain past defaults under the Indenture
and their consequences. Any such
consent or waiver shall be conclusive and binding upon the Holder of this
Note and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in


 






 



exchange hereof or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Note.


     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate and in the coin or currency herein prescribed.


     DEFEASANCE AND COVENANT DEFEASANCE. The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this
Note and (b) certain restrictive covenants and the related defaults and Events
of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.


     REGISTRATION OF TRANSFER OR EXCHANGE. As provided in the Indenture and
subject to certain limitations herein and therein set forth, the transfer of
this Note is registrable in the Security Register upon surrender of this Note
for registration of transfer at the Corporate Trust Office of the Trustee in
any place where the principal of and interest on this Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


     As provided in the Indenture and subject to certain limitations herein and
therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Holders surrendering the same.


     This Note is a Global Security. If the Depository is at any time
unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days or an Event of
Default under the Indenture has occurred and is continuing, the Company will
issue Notes in certificated form in exchange for each Global Security. In
addition, the Company may at any time determine not to have Notes represented
by a Global Security and, in such event, will issue Notes in certificated form
in exchange in whole for the Global Security representing such Note. In any
such instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery in certificated form of Notes equal in principal
amount to such beneficial interest and to have such Notes registered in its
name. Notes so issued in certificated form will be issued in denominations of
$1,000 or any amount in excess thereof which is an integral multiple of $1,000
and will be issued in registered form only, without coupons.


     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner


 






 



hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


     DEFINED TERMS. All terms used in this Note which are defined in the
Indenture and are not otherwise defined herein shall have the meanings assigned
to them in the Indenture.


     GOVERNING LAW. This Note shall be governed by and construed in accordance
with the law of the State of New York.


     NOTICES. Notices to Holders of the Notes may be made by first class mail,
postage prepaid, to the addresses that appear on the register maintained by the
Security Registrar or by guaranteed overnight courier or by facsimile
transmission (receipt confirmed by facsimile transaction receipt) followed by
overnight courier. Any notice will be deemed to have been given on the date of
publication or, if published more than once, on the date of the first
publication.


     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






 


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.


Dated: November 26, 2003




	 	 	 	 	 
	 	 	SCHERING-PLOUGH CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ E. Kevin Moore
	 	 	 	 	

	 	 	 	Name: E. Kevin Moore
	 	 	 	Title: Vice President and Treasurer




	 	 	 	 	 
	 	 	 	 	 
	 	 	
Attest:
	 	/s/ Joseph J. LaRosa
	 	 	 	 	

	 	 	 	Name: Joseph J. LaRosa
	 	 	 	Title: Secretary



TRUSTEE’S CERTIFICATE

 OF AUTHENTICATION



This is one of the Securities of the series

designated therein referred to in the

within-mentioned Indenture


THE BANK OF NEW YORK,

 as Trustee



	 	 	 	 	 	 	 
	By:	 	
/s/ Marie E. Trimboli
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
    Authorized Signatory	 	 	 	 



 






 



CUSIP NO. 806605AG6

ISIN NO. US806605AG68



NO. 2


SCHERING-PLOUGH CORPORATION

6.50% GLOBAL SENIOR NOTE DUE 2033



     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


     UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE
TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.


     SCHERING-PLOUGH CORPORATION, a New Jersey corporation (herein referred to
as the “Company,” which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of $500,000,000 on
December 1, 2033 (the “Maturity


 






 


Date”) and to pay interest thereon from November 26, 2003 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 1 and December 1 in each year (each, an “Interest
Payment Date”), commencing June 1, 2004, at 6.50% per annum until the principal
hereof is paid or duly provided for, and which such interest rate shall be
subject to adjustment as described below.


     Any payment of principal or interest required to be made on a day that is
not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment. Interest
payable on each Interest Payment Date will include interest accrued from and
including November 26, 2003 or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, to but excluding such Interest Payment Date.


     The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
(the “Holder”) in whose name this Note (or one or more Predecessor Securities)
is registered at the close of business on the May 15 or November 15, as
applicable (whether or not a Business Day) preceding such Interest Payment Date
(a “Regular Record Date”). Any such interest not so punctually paid or duly
provided for (“Defaulted Interest”) will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a special record date (the “Special Record Date”) to
be fixed by the Trustee (referred to herein) for the payment of such Defaulted
Interest, notice whereof shall be given to the Holder of this Note not more
than 15 nor less than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture.


     For purposes of this Note, “Business Day” means any day that is not a
Saturday or Sunday and that, in The City of New York, is not a day on which
banking institutions are authorized or obligated by law or executive order to
close.


     Payment of the principal of this Note on the Maturity Date will be made
against presentation of this Note at the Corporate Trust Office of the Trustee
maintained for that purpose in the Borough of Manhattan, the City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts. So long as
this Note remains in book-entry form, all payments of principal and interest
will be made by the Company in immediately available funds.


     GENERAL. This Note is one of a duly authorized issue of securities
(herein called the “Securities”) of the Company, issued and to be issued under
an indenture dated as of November 26, 2003 (the “Base Indenture”), as
supplemented by the First Supplemental Indenture dated as of November 26, 2003,
the Second Supplemental Indenture dated as of November 26, 2003 (the “Second
Supplemental Indenture”), and as it may be further supplemented from time to
time (herein collectively called the “Indenture”), between the Company and The
Bank of New York, as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the indenture with respect to a series of which
this Note is a part), to which Indenture and all indentures supplemental
thereto reference is hereby made for a


 






 



statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may otherwise vary as
provided or permitted in the Indenture. This Note is one of a duly authorized
series of Securities designated as “6.50% Senior Notes due 2033” (collectively,
the “Notes”).


     The Notes are initially limited to $1,150,000,000 aggregate principal
amount. The Company may, without the consent of the Holder hereof, create and
issue additional securities ranking pari passu with the Notes in all respects
and so that such additional securities shall be consolidated and form a single
series having the same terms as to status, redemption or otherwise as the Notes
initially issued. No additional Notes may be issued if an Event of Default has
occurred.


     INTEREST RATE ADJUSTMENTS. The interest rate on the Notes is subject to
adjustment in accordance with the terms of, and in the circumstances provided
for in, the Second Supplemental Indenture.


     EVENTS OF DEFAULT. If an Event of Default with respect to the Notes shall
have occurred and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.


     MATURITY AND OPTIONAL REDEMPTION. The Notes may be redeemed prior to the
Maturity Date as provided for in Section 301 of the Second Supplemental
Indenture. The Notes are not subject to repayment at the option of the Holders
or to the operation of any sinking fund.


     MODIFICATION AND WAIVERS; OBLIGATIONS OF THE COMPANY ABSOLUTE. The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series. Such amendment may
be effected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of all Securities issued under the Indenture at the time Outstanding and
affected thereby. The Indenture also contains provisions permitting the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all Outstanding
Securities, to waive compliance by the Company with certain provisions of the
Indenture. Furthermore, provisions in the Indenture permit the Holders of not
less than a majority in aggregate principal amount of the Outstanding
Securities of individual series to waive on behalf of all of the Holders of
Securities of such individual series certain past defaults under the Indenture
and their consequences. Any such consent or waiver shall be conclusive and
binding upon the Holder of this Note and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.


 






 


     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate and in the coin or currency herein prescribed.


     DEFEASANCE AND COVENANT DEFEASANCE. The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this
Note and (b) certain restrictive covenants and the related defaults and Events
of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.


     REGISTRATION OF TRANSFER OR EXCHANGE. As provided in the Indenture and
subject to certain limitations herein and therein set forth, the transfer of
this Note is registrable in the Security Register upon surrender of this Note
for registration of transfer at the Corporate Trust Office of the Trustee in
any place where the principal of and interest on this Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


     As provided in the Indenture and subject to certain limitations herein and
therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Holders surrendering the same.


     This Note is a Global Security. If the Depository is at any time
unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days or an Event of
Default under the Indenture has occurred and is continuing, the Company will
issue Notes in certificated form in exchange for each Global Security. In
addition, the Company may at any time determine not to have Notes represented
by a Global Security and, in such event, will issue Notes in certificated form
in exchange in whole for the Global Security representing such Note. In any
such instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery in certificated form of Notes equal in principal
amount to such beneficial interest and to have such Notes registered in its
name. Notes so issued in certificated form will be issued in denominations of
$1,000 or any amount in excess thereof which is an integral multiple of $1,000
and will be issued in registered form only, without coupons.


     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 






 


     DEFINED TERMS. All terms used in this Note which are defined in the
Indenture and are not otherwise defined herein shall have the meanings assigned
to them in the Indenture.


     GOVERNING LAW. This Note shall be governed by and construed in accordance
with the law of the State of New York.


     NOTICES. Notices to Holders of the Notes may be made by first class mail,
postage prepaid, to the addresses that appear on the register maintained by the
Security Registrar or by guaranteed overnight courier or by facsimile
transmission (receipt confirmed by facsimile transaction receipt) followed by
overnight courier. Any notice will be deemed to have been given on the date of
publication or, if published more than once, on the date of the first
publication.


     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






 


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.


Dated: November 26, 2003





	 	 	 	 	 
	 	 	SCHERING-PLOUGH CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ E. Kevin Moore
	 	 	 	 	

	 	 	 	Name: E. Kevin Moore
	 	 	 	Title: Vice President and Treasurer




	 	 	 	 	 
	 	 	 	 	 
	 	 	
Attest:
	 	/s/ Joseph J. LaRosa
	 	 	 	 	

	 	 	 	Name: Joseph J. LaRosa
	 	 	 	Title: Secretary






TRUSTEE’S CERTIFICATE

 OF AUTHENTICATION



This is one of the Securities of the series

designated therein referred to in the

within-mentioned Indenture


THE BANK OF NEW YORK,

 as Trustee



	 	 	 	 	 	 	 
	By:	 	
/s/ Marie E. Trimboli
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
    Authorized Signatory	 	 	 	 



 






 



CUSIP NO. 806605AG6

ISIN NO. US806605AG68



NO. 3


SCHERING-PLOUGH CORPORATION

6.50% GLOBAL SENIOR NOTE DUE 2033



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND SUCH
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY, ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL, SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
THE DEPOSITORY TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO THE DEPOSITORY
OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE DEPOSITORY OR ANY SUCH NOMINEE
TO A SUCCESSOR OF THE DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR.


     SCHERING-PLOUGH CORPORATION, a New Jersey corporation (herein referred to
as the “Company,” which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of $150,000,000 on
December 1, 2033 (the “Maturity


 






 


Date”) and to pay interest thereon from November 26, 2003 or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on June 1 and December 1 in each year (each, an “Interest
Payment Date”), commencing June 1, 2004, at 6.50% per annum until the principal
hereof is paid or duly provided for, and which such interest rate shall be
subject to adjustment as described below.


     Any payment of principal or interest required to be made on a day that is
not a Business Day need not be made on such day, but may be made on the next
succeeding Business Day with the same force and effect as if made on such day
and no interest shall accrue as a result of such delayed payment. Interest
payable on each Interest Payment Date will include interest accrued from and
including November 26, 2003 or from and including the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, to but excluding such Interest Payment Date.


     The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the person
(the “Holder”) in whose name this Note (or one or more Predecessor Securities)
is registered at the close of business on the May 15 or November 15, as
applicable (whether or not a Business Day) preceding such Interest Payment Date
(a “Regular Record Date”). Any such interest not so punctually paid or duly
provided for (“Defaulted Interest”) will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the person in
whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a special record date (the “Special Record Date”) to
be fixed by the Trustee (referred to herein) for the payment of such Defaulted
Interest, notice whereof shall be given to the Holder of this Note not more
than 15 nor less than ten days prior to such Special Record Date, or may be
paid at any time in any other lawful manner, all as more fully provided in the
Indenture.


     For purposes of this Note, “Business Day” means any day that is not a
Saturday or Sunday and that, in The City of New York, is not a day on which
banking institutions are authorized or obligated by law or executive order to
close.


     Payment of the principal of this Note on the Maturity Date will be made
against presentation of this Note at the Corporate Trust Office of the Trustee
maintained for that purpose in the Borough of Manhattan, the City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debts. So long as
this Note remains in book-entry form, all payments of principal and interest
will be made by the Company in immediately available funds.


     GENERAL. This Note is one of a duly authorized issue of securities
(herein called the “Securities”) of the Company, issued and to be issued under
an indenture dated as of November 26, 2003 (the “Base Indenture”), as
supplemented by the First Supplemental Indenture dated as of November 26, 2003,
the Second Supplemental Indenture dated as of November 26, 2003 (the “Second
Supplemental Indenture”), and as it may be further supplemented from time to
time (herein collectively called the “Indenture”), between the Company and The
Bank of New York, as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the indenture with respect to a series of which
this Note is a part), to which Indenture and all indentures supplemental
thereto reference is hereby made for a


 






 


statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), may be
subject to different sinking, purchase or analogous funds (if any), may be
subject to different covenants and Events of Default and may otherwise vary as
provided or permitted in the Indenture. This Note is one of a duly authorized
series of Securities designated as “6.50% Senior Notes due 2033” (collectively,
the “Notes”).


     The Notes are initially limited to $1,150,000,000 aggregate principal
amount. The Company may, without the consent of the Holder hereof, create and
issue additional securities ranking pari passu with the Notes in all respects
and so that such additional securities shall be consolidated and form a single
series having the same terms as to status, redemption or otherwise as the Notes
initially issued. No additional Notes may be issued if an Event of Default has
occurred.


     INTEREST RATE ADJUSTMENTS. The interest rate on the Notes is subject to
adjustment in accordance with the terms of, and in the circumstances provided
for in, the Second Supplemental Indenture.


     EVENTS OF DEFAULT. If an Event of Default with respect to the Notes shall
have occurred and be continuing, the principal of the Notes may be declared due
and payable in the manner and with the effect provided in the Indenture.


     MATURITY AND OPTIONAL REDEMPTION. The Notes may be redeemed prior to the
Maturity Date as provided for in Section 301 of the Second Supplemental
Indenture. The Notes are not subject to repayment at the option of the Holders
or to the operation of any sinking fund.


     MODIFICATION AND WAIVERS; OBLIGATIONS OF THE COMPANY ABSOLUTE. The
Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and
the rights of the Holders of the Securities of each series. Such amendment may
be effected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than a majority in aggregate principal
amount of all Securities issued under the Indenture at the time Outstanding and
affected thereby. The Indenture also contains provisions permitting the
Holders of not less than a majority in aggregate principal amount of the
Securities at the time Outstanding, on behalf of the Holders of all Outstanding
Securities, to waive compliance by the Company with certain provisions of the
Indenture. Furthermore, provisions in the Indenture permit the Holders of not
less than a majority in aggregate principal amount of the Outstanding
Securities of individual series to waive on behalf of all of the Holders of
Securities of such individual series certain past defaults under the Indenture
and their consequences. Any such consent or waiver shall be conclusive and
binding upon the Holder of this Note and upon all future Holders of this Note
and of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Note.


 






 


     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate and in the coin or currency herein prescribed.


     DEFEASANCE AND COVENANT DEFEASANCE. The Indenture contains provisions for
defeasance at any time of (a) the entire indebtedness of the Company on this
Note and (b) certain restrictive covenants and the related defaults and Events
of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.


     REGISTRATION OF TRANSFER OR EXCHANGE. As provided in the Indenture and
subject to certain limitations herein and therein set forth, the transfer of
this Note is registrable in the Security Register upon surrender of this Note
for registration of transfer at the Corporate Trust Office of the Trustee in
any place where the principal of and interest on this Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.


     As provided in the Indenture and subject to certain limitations herein and
therein set forth, the Notes are exchangeable for a like aggregate principal
amount of Notes of different authorized denominations, as requested by the
Holders surrendering the same.


     This Note is a Global Security. If the Depository is at any time
unwilling, unable or ineligible to continue as depository and a successor
depository is not appointed by the Company within 90 days or an Event of
Default under the Indenture has occurred and is continuing, the Company will
issue Notes in certificated form in exchange for each Global Security. In
addition, the Company may at any time determine not to have Notes represented
by a Global Security and, in such event, will issue Notes in certificated form
in exchange in whole for the Global Security representing such Note. In any
such instance, an owner of a beneficial interest in a Global Security will be
entitled to physical delivery in certificated form of Notes equal in principal
amount to such beneficial interest and to have such Notes registered in its
name. Notes so issued in certificated form will be issued in denominations of
$1,000 or any amount in excess thereof which is an integral multiple of $1,000
and will be issued in registered form only, without coupons.


     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


     Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Holder as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.


 






 


     DEFINED TERMS. All terms used in this Note which are defined in the
Indenture and are not otherwise defined herein shall have the meanings assigned
to them in the Indenture.


     GOVERNING LAW. This Note shall be governed by and construed in accordance
with the law of the State of New York.


     NOTICES. Notices to Holders of the Notes may be made by first class mail,
postage prepaid, to the addresses that appear on the register maintained by the
Security Registrar or by guaranteed overnight courier or by facsimile
transmission (receipt confirmed by facsimile transaction receipt) followed by
overnight courier. Any notice will be deemed to have been given on the date of
publication or, if published more than once, on the date of the first
publication.


     Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.


 






 


     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its facsimile corporate seal.


Dated: November 26, 2003





	 	 	 	 	 
	 	 	SCHERING-PLOUGH CORPORATION
	 	 	 	 	 
	 	 	
By:
	 	/s/ E. Kevin Moore
	 	 	 	 	

	 	 	 	Name: E. Kevin Moore
	 	 	 	Title: Vice President and Treasurer




	 	 	 	 	 
	 	 	 	 	 
	 	 	
Attest:
	 	/s/ Joseph J. LaRosa
	 	 	 	 	

	 	 	 	Name: Joseph J. LaRosa
	 	 	 	Title: Secretary




TRUSTEE’S CERTIFICATE

 OF AUTHENTICATION



This is one of the Securities of the series

designated therein referred to in the

within-mentioned Indenture


THE BANK OF NEW YORK,

 as Trustee



	 	 	 	 	 	 	 
	By:	 	
/s/ Marie E. Trimboli
	 	 	 	 
	 	 	

	 	 	 	 
	 	 	
    Authorized Signatory