DEFERRAL PROGRAM (AMENDED AND RESTATED 11/19/03)



 


Exhibit 10.3














MERCK & CO., INC.



DEFERRAL PROGRAM



(Amended and Restated November 19, 2003)


















 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	Article I
	 	Administration	 	 	1	 
	Article II
	 	Eligibility	 	 	1	 
	Article III
	 	Deferral Into a Deferred Compensation Account	 	 	1	 
	Article IV
	 	Valuation of Deferred Compensation Accounts	 	 	2	 
	Article V
	 	Redesignation Within a Deferred Compensation Account	 	 	4	 
	Article VI
	 	Distribution of Deferred Compensation Accounts	 	 	6	 
	Article VII
	 	Deductions from Distributions	 	 	8	 
	Article VIII
	 	Beneficiary Designations	 	 	8	 
	Article IX
	 	Amendments	 	 	8	 
	Schedule I
	 	Deferral Program Investment Alternatives	 	 	9	 
	Schedule II
	 	Special Provisions Applicable to Medco Health Employees	 	 	13	 



(i)



 






 





MERCK & CO., INC.

DEFERRAL PROGRAM



     The Deferral Program (“the Program”) is intended to permit a select group
of management to defer income which would otherwise be immediately payable to
them as annual base salary or under various incentive plans of Merck & Co.,
Inc. (“the Company”).



	I.	 	ADMINISTRATION



     This Program is administered by the Compensation and Benefits Committee of
the Company’s Board of Directors. This Committee is composed of non-employee
directors only. The Committee shall have responsibility for determining which
investments will be available under the Program, and those investments shall be
listed on Schedule I hereto. The Committee shall review the investment
selections at least once every five years. The Committee shall make all
decisions affecting the timing, price or amount of any and all of the Deferred
Compensation of participants subject to Section 16 of the Securities Exchange
Act of 1934, as amended (“Section 16 Officers”), but may otherwise delegate any
of its authority under this Program.



	II.	 	ELIGIBILITY



     Eligibility to defer under this Program will be determined in accordance
with the terms of the Company’s Base Salary Deferral Plan and various incentive
plans. However, the Committee has the authority to refuse to permit an
employee to participate in this Program, if the Committee determines that such
participation would jeopardize the Program’s compliance with applicable law or
the Program’s status as a top hat plan under the Employee Retirement Income
Security Act.



	III.	 	DEFERRAL INTO A DEFERRED COMPENSATION ACCOUNT
	 
	A.	 	Election to Defer



     A participant’s decision to defer under the Program must be made, (i) for
the Base Salary Deferral Plan, prior to the commencement of the pay period
during which the base salary to be deferred will be earned, (ii) for annual
incentive plans, prior to the commencement of the performance year during which
the bonus monies to be deferred will be earned, and (iii) for long-term
incentive plans, prior to the commencement of the last year of the award period
during which the bonus monies to be deferred will be earned. For purposes of
annual incentive plans only, a participant who is hired by the Company during a
performance year may make an election, no later than the thirtieth
(30th) day
from the participant’s date of hire, to defer bonus monies to be earned during
such performance year. For the Base Salary Deferral Plan, only amounts equal
to or in excess of five percent (5%) of Annual Base Salary (as defined in the
Base Salary Deferral Plan) and less than or equal to the lesser of (1) fifty
percent (50%) of Annual Base Salary or (2) the Participant’s Annual Base Salary
in excess of the amount determined under Section 401(a)(17) of the Internal
Revenue Code may be deferred. For the annual and long-term incentive plans,
only amounts in excess of $3,000 may be deferred. Amounts so deferred are
known as “Deferred Compensation” and will be credited to the participant’s
“Deferred Compensation Account.” Deferred Compensation shall be held in one
account regardless of the plan (Base Salary Deferral or incentive plan) under
which it was deferred.


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	B.	 	Election of Distribution Schedule
	 
	1.	 	Timing of Election



     The participant shall also elect a distribution schedule for his/her
Deferred Compensation. A participant’s election of a distribution schedule in
connection with a deferral election under annual and/or long-term incentive
plans shall be made at the same time that the participant makes the election to
defer. A participant’s initial election of a distribution schedule in
connection with deferrals under the Base Salary Deferral Plan shall be made at
the same time as the initial deferral election, shall be irrevocable during the
calendar year for which it was made and shall apply to all deferrals of Annual
Base Salary until a new distribution election becomes effective. Thereafter, an
election of a different distribution schedule in connection with deferrals
under the Base Salary Deferral Plan may be made at any time, provided, however,
that such new distribution schedule shall only apply prospectively to deferrals
of Annual Base Salary in the following calendar year.



	2.	 	Distribution Schedule



     A participant may elect to have payments begin at the participant’s actual
retirement date, subsequent to that date or prior thereto. A participant may
elect a lump sum or a schedule of annual installments, up to a maximum of 15
annual installments. No installment, however, may be payable more than fifteen
years after the participant’s termination of employment.



	C.	 	Election of Investment Alternatives



     The participant shall designate, in accordance with procedures established
by the Company for such designation, the portion (in multiples of 1%) of the
Deferred Compensation to be allocated to any investment alternative available
under this Program.



	IV.	 	VALUATION OF DEFERRED COMPENSATION ACCOUNTS
	 
	A.	 	Common Stock
	 
	1.	 	Initial Crediting



     The amount allocated to Merck Common Stock shall be used to determine the
number of full and partial shares of Merck Common Stock which such amount would
purchase at the closing price of Merck Common Stock on the New York Stock
Exchange on the date cash payments of base salary, for amounts deferred under
the Base Salary Deferral Plan, or incentive awards, for amounts deferred under
the various incentive plans, would otherwise be paid to the participant (“the
Deferral Date”). Should the Committee determine that valuation on any Deferral
Date would not constitute fair market value, then the Committee shall decide on
which date fair market value shall be determined using the valuation method set
forth in this paragraph. The Company shall credit the participant’s Deferred
Compensation Account with the number of full and partial shares of Merck Common
Stock so determined. However, at no time prior to the delivery of such shares
shall any shares be purchased or earmarked for such Account and the participant
shall not have any of the rights of a shareholder with respect to shares
credited to his/her Deferred Compensation Account.


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	2.	 	Dividends



     The Company shall credit the Participant’s Deferred Compensation Account
with the number of full and partial shares of Merck Common Stock purchasable at
the closing price of Merck Common Stock on the New York Stock Exchange as of
the date each dividend is paid on the Common Stock, with the dividends which
would have been paid on the number of shares credited to such Account
(including pro rata dividends on any partial share) had the shares so credited
then been issued and outstanding.



	3.	 	Redesignations



     The value of Merck Common Stock for purposes of redesignation shall be the
closing price of Merck Common Stock on the New York Stock Exchange on (i) the
day when the redesignation request is received pursuant to administrative
guidelines established by the Human Resources Financial Services area of the
Treasury department, provided the request is received prior to the close of the
New York Stock Exchange on such day or (ii) the next following business day if
the request is received when the New York Stock Exchange is closed.



	4.	 	Distributions



     Distributions of Merck Common Stock will be valued at the closing price of
Merck Common Stock on the New York Stock Exchange on the distribution date.



	5.	 	Limitations



     Shares of Merck Common Stock to be delivered under the provisions of this
Program may be delivered by the Company from its authorized but unissued shares
of Common Stock or from Common Stock held in the treasury. The amount of
shares available each year under this Program shall be one-tenth of one-percent
of outstanding shares of Merck Common Stock on the last business day of the
preceding calendar year plus any shares authorized under this Program in
previous years but not used, minus any shares distributed under the Executive
Incentive Plan after April 26, 1994.



	6.	 	Adjustments



     In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering or any
other change in the corporate structure or shares of the Company, the number
and kind of shares of Merck Common Stock available under this Program or
credited to participants’ Deferred Compensation Accounts shall be adjusted
accordingly.



	B.	 	Mutual Funds
	 
	1.	 	Initial Crediting



     The amount allocated to each Mutual Fund shall be used to determine the
number of full and partial Mutual Fund shares that such amount would purchase
at the closing net asset value of the Mutual Fund shares on the Deferral Date.
The Company shall credit the participant’s Deferred Compensation Account with
the number of full and partial Mutual Fund shares so determined. However, no
Mutual Fund shares shall be purchased or earmarked for such Account, nor shall
the participant have the rights of a shareholder with respect to such Mutual
Fund shares.


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	2.	 	Dividends



     The Company shall credit the participant’s Deferred Compensation Account
with the number of full and partial Mutual Fund shares purchasable, at the
closing net asset value of the Mutual Fund shares as of the date each dividend
is paid on the Mutual Fund shares, with the dividends which would have been
paid on the number of shares credited to such Account (including pro rata
dividends on any partial share) had the shares then been owned by the
participant for purposes of the above computation.



	3.	 	Redesignations



     The value of Mutual Fund shares for purposes of redesignation shall be the
net asset value of such Mutual Fund at the close of business on (i) the day
when the redesignation request is received pursuant to administrative
guidelines established by the Human Resources Financial Services area of the
Treasury department, provided the request is received prior to the close of the
New York Stock Exchange on such day or (ii) the next following business day if
the request is received when the New York Stock Exchange is closed.



	4.	 	Distributions



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



	5.	 	Adjustments



     In the event of a reorganization, recapitalization, stock split, stock
dividend, combination of shares, merger, consolidation, rights offering or any
other change in the corporate structure or shares of a Mutual Fund, the number
and kind of shares of that Mutual Fund credited to participants’ Deferred
Compensation Accounts shall be adjusted accordingly.



	V.	 	REDESIGNATION WITHIN A DEFERRED COMPENSATION ACCOUNT
	 
	A.	 	Basic Redesignation Rules



     A participant, or the beneficiary or legal representative of a deceased
participant, may redesignate amounts credited to a Deferred Compensation
Account among the investments available under this Program in accordance with
the following rules:



	 	(1)	 	Eligible Participants - Active employees, separated employees
and retired participants are eligible to redesignate; provided,
however, that no such redesignation shall be made into Merck Common
Stock.
	 
	 	(2)	 	Frequency and Timing - Effective June 1, 1999, there is no
limit on the number of times a participant may redesignate amounts
measured by Mutual Funds, or, subject to Section B, below, Merck
Common Stock. Redesignation shall take place on (i) the day when
the redesignation request is received pursuant to administrative
guidelines established by the Human Resources Financial Services
area of the Treasury department, provided the request is received
prior to the close of the New York Stock Exchange on such day or (ii) the next following business day if the
request is received when the New York Stock Exchange is closed.



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	 	(3)	 	Amount and Extent of Redesignation - Redesignation must be in
1% multiples of the investment from which redesignation is being
made.
	 
	 	(4)	 	Beneficiaries or Legal
Representatives - The beneficiary or
legal representative of a deceased participant may redesignate
subject to the same rules as participants. However, the beneficiary
or legal representative shall have one opportunity to redesignate
any amount out of Merck Common Stock without regard to the rule set
forth in Section B, below; thereafter, the beneficiary or legal
representative shall be subject to the same redesignation rules as
participants (including the limitation on redesignation out of Merck
Common Stock).




	B.	 	Special Rules for Redesignation Out of Common Stock
	 
	1.	 	Eligible Participants



     No redesignation may be made out of Merck Common Stock unless the
participant’s balance in Merck Common Stock exceeds three times such
participant’s Annual Base Salary. For the purposes of this Section B, Annual
Base Salary for an active participant shall be such participant’s monthly base
salary at the date the redesignation is requested, and, for a retired
participant, monthly base salary at the date of retirement, annualized.



	2.	 	Frequency and Timing



     For Section 16 Officers, redesignations may only be made out of Merck
Common Stock during any window period established by the Company from
time-to-time.



	3.	 	Amount.



     Redesignation of amounts in Merck Common Stock is restricted to amounts in
excess of three times Annual Base Salary. For Section 16 Officers,
redesignation of amounts in Merck Common Stock is also restricted to amounts
held in Merck Common Stock for longer than six (6) months.



	4.	 	Material, Nonpublic Information



     The Committee, in its sole discretion and with advice of counsel, at any
time may rescind a redesignation out of Merck Common Stock if such
redesignation was made by a participant who, a) at the time of the
redesignation was in the possession of material, nonpublic information with
respect to the Company; and b) in the Committee’s estimation benefited from
such information in the timing of his/her redesignation. The Committee’s
determination shall be final and binding. In the event of such rescission, the
participant’s Deferred Compensation Account shall be returned to a status as
though such redesignation had not occurred. Notwithstanding the above, the
Committee shall not rescind a redesignation if the facts were reviewed by the
participant with the General Counsel of the Company or a designee prior to the
redesignation and if the General Counsel or designee had concluded that such
participant was not in possession of adverse material, nonpublic information.



	C.	 	Conversion of Common Stock Accounts



     The Committee may, in its sole discretion, convert all of the shares of
Merck Common Stock allocated to a participant’s Deferred Compensation Account
in the manner provided below where a position which a terminated or retired
participant has taken or wishes to take is, in the opinion of the Committee,
such as would make uncertain the propriety of the participant’s having a
continued interest


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in Merck Common Stock. The date of conversion shall be the
date of commencement of such other employment or the date of the Committee’s
action, whichever is later.


     Conversion shall be from an expression of value in shares of Merck Common
Stock in the participant’s Deferred Compensation Account to an expression of
value in United States dollars in another available investment. The value of
the Merck Common Stock shall be based upon its closing price on the New York
Stock Exchange on the date of conversion or if no trading took place on such
day, the next business day on which trading took place. Any conversion under
this paragraph shall be irrevocable and absolute.



	VI.	 	DISTRIBUTION OF DEFERRED COMPENSATION ACCOUNTS



     Distribution of Deferred Compensation Accounts shall be made in accordance
with the participant’s distribution schedule pro rata by investment.
Distributions from Merck Common Stock will be made in shares, with cash payable
for any partial share, subject to the limitations set forth in Article IV,
Section A.5. For Section 16 Officers, distribution of amounts in Merck Common
Stock is also restricted to amounts held in Merck Common Stock for longer than
six months. Distributions from Mutual Funds will be in cash. Distributions
will be valued on the fifteenth day of the distribution month (or, if such day
is not a business day, the next business day) and paid as soon thereafter as
practicable.



	A.	 	Retirement



     A participant’s retirement from active service will cause distributions of
his/her Deferred Compensation Account to commence as soon as administratively
feasible in accordance with the participant’s previously elected schedule.


     If a participant retires from active service prior to age 65, the
Committee may establish a different distribution schedule. The schedule chosen
by the Committee, however, shall not be shorter than the participant’s
previously elected schedule unless there has been or would be a significant
change in the participant’s economic circumstances attributable to the
participant’s early retirement. If the Committee decides to change the
participant’s distribution schedule, the participant’s Deferred Compensation
Account must be distributed ratably over no less than five years. However, if
a participant has retired at the Company’s request, the limitation in the
preceding sentence does not apply.



	B.	 	Death



     In the event of a participant’s death, distributions under this Program
will commence as soon as administratively feasible in accordance with his/her
previously elected schedule. The participant’s beneficiary or legal
representative, however, may request that the Committee change such
distribution schedule.



	C.	 	Automatic Distribution



     If a participant terminates employment for reasons other than death,
divestiture or a
separation due to reorganization, reduction in force, elimination of the
participant’s job, or to take a position with a joint venture of other business
entity defined in Section E, below, and is not eligible to retire from active
service under one of the Company’s pension plans, then his/her Deferred
Compensation Account will be automatically paid in a lump sum as soon as
administratively feasible following his/her termination of employment.
Furthermore, except as provided in Schedule II, any participant


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who dies,
retires from active service, or whose employment terminates as a result of a
divestiture, or a separation due to reorganization, reduction in force, or
elimination of the participant’s job, but whose Deferred Compensation Account
is valued at less than $125,000 on the date of his/her death, retirement,
termination due to divestiture or separation will have his/her Deferred
Compensation Account distributed in a lump sum as soon as administratively
feasible following his/her death, retirement, or termination due to divestiture
or separation.



	D.	 	Termination Due to Divestiture or Separation



     If a participant is employed by a subsidiary of the Company that is sold,
so that the subsidiary is no longer considered within the controlled group of
the Company, that participant shall be considered to have terminated employment
with the Company for purposes of this Program. If a participant’s employment
terminates as a result of a divestiture of a division or subsidiary of the
Company, or as a result of a separation due to a reorganization, reduction in
force, or elimination of the participant’s job, distributions under this
Program will commence as soon as administratively feasible after such
termination of employment in accordance with his/her previously elected
schedule or such schedule as the Committee, in its discretion, may approve in
accordance with Section G, below.



	E.	 	Joint Venture Service



     A participant’s termination of employment in order to take a position with
a joint venture or other business entity in which the Company shall directly or
indirectly own fifty percent or more of the outstanding voting or other
ownership interest shall not be considered a termination of employment with the
Company for purposes of distribution under this Program.



	F.	 	Hardship Distributions



     The Committee, in its sole discretion, may accelerate the time of
distribution of a participant’s Deferred Compensation Account, if the
participant experiences severe financial hardship due to illness, accident or
death in the immediate family, loss of or damage to property due to casualty,
or other extraordinary and unforeseeable circumstances. Such participant
should provide the Committee with a statement in reasonable detail as to the
nature of such financial hardship together with a statement that such
acceleration is necessary to alleviate such hardship.



	G.	 	Post-Retirement, Post-Divestiture and Post-Separation Modifications



     A participant who has retired from active service or whose employment has
terminated as a result of a divestiture or separation as described in Section
D, above, may submit one petition to the Committee requesting an extension of
the period of distribution of his/her Deferred Compensation Account. Such
petition must be received by the Committee prior to the first distribution to
the participant of his/her previously elected distribution schedule. Any
revised distribution schedule may not exceed fifteen years from the date of
actual retirement, or the divestiture or separation date and will be effective
the beginning of the next calendar year. The Committee shall in no event grant
a new schedule under which the participant would cumulatively receive a greater
portion of his/her Deferred Compensation Account as measured at the end of each
calendar year. Except as provided in
Schedule II, a participant who is an active employee may not make a request
under this paragraph.



	VII.	 	DEDUCTIONS FROM DISTRIBUTIONS



     The Company will deduct from each distribution amounts required to be
withheld for income, Social Security and other tax purposes. Such withholding
will be done on a pro rata basis per


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investment. The Company may also deduct
any amounts the participant owes the Company for any reason.



	VIII.	 	BENEFICIARY DESIGNATIONS



     A participant under this program may designate a beneficiary to receive
his/her Deferred Compensation Account upon the participant’s death. Should the
beneficiary predecease the participant or should the participant not name a
beneficiary, the participant’s Deferred Compensation Account will be
distributed to the participant’s estate.



	IX.	 	AMENDMENTS



     The Committee may amend this Program at any time. However, such amendment
shall not materially adversely affect any right or obligation with respect to
any Deferred Compensation made theretofore.


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SCHEDULE I



DEFERRAL PROGRAM INVESTMENT ALTERNATIVES

(January 1, 2002 – January 10, 2003)



Merck Common Stock



Mutual Funds



	 	 	American Century Emerging Markets Fund

American Funds EuroPacific Growth Fund

Fidelity Destiny I

Fidelity Dividend Growth

Fidelity Equity-Income Fund

Fidelity Low-Priced Stock Fund

Fidelity Retirement Money Market

Fidelity Spartan ® Government Income

Fidelity Spartan ® U.S. Equity Index

Franklin Small-Mid Cap Growth A

Janus Enterprise

Janus Growth & Income

Liberty Acorn Fund-Class Z

PIMCO Foreign Bond Institutional

PIMCO Long Term US Government Institutional

PIMCO Total Return Institutional

Putnam Global Equity Fund A*

Putnam International Voyager A

Putnam Vista A

T. Rowe Price Blue Chip Growth Fund

Vanguard Asset Allocation



*From September 20, 2002 – September 30, 2002, this investment was
briefly named the Putnam Global Growth Fund A as a result of the merger,
in September 2002, of Putnam Global Equity Fund A with Putnam Global
Growth Fund A. The merged fund briefly retained the name “Putnam Global
Growth Fund A.” Effective October 1, 2002, the merged fund changed its
name to “Putnam Global Equity Fund A.”


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SCHEDULE I



DEFERRAL PROGRAM INVESTMENT ALTERNATIVES

(Effective January 11, 2003 to July 31, 2003)




Merck Common Stock



Mutual Funds



	 	 	American Century Emerging Markets Institutional

American Funds EuroPacific Growth Fund

Fidelity Destiny I

Fidelity Dividend Growth

Fidelity Equity-Income

Fidelity Low-Priced Stock

Fidelity Retirement Money Market

Fidelity Spartan Government Income

Fidelity Spartan U.S. Equity Index

Franklin Small-Mid Cap Growth A

Janus Enterprise

Janus Growth & Income

Liberty Acorn Class Z

PIMCO Foreign Bond Institutional

PIMCO Long Term US Government Institutional

PIMCO Total Return Institutional

Putnam Global Equity A

Putnam International Capital Opportunities Fund A*

Putnam Vista A

T. Rowe Price Blue Chip Growth

Vanguard Asset Allocation



*Prior to April 30, 2003, known as Putnam International Voyager Fund A.


Redesignation of Deferred Amounts measured by Putnam Vista A on July 31, 2003


Prior to 4 p.m. ET on July 31, 2003, each participant who has any part of
his/her Deferred Compensation Account measured by the Putnam Vista A investment
alternative may redesignate the amount in such investment alternative in
accordance with Article V, Section A. If a participant does not redesignate
the amount measured by the Putnam Vista A investment alternative to any other
remaining investment alternatives before 4 p.m. ET on July 31, 2003, then the
amount in the Putnam Vista A account shall be redesignated as of 4 p.m. ET on
July 31, 2003, to the Fidelity Mid-Cap Stock Fund.


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SCHEDULE I



DEFERRAL PROGRAM INVESTMENT ALTERNATIVES

(Effective July 31, 2003-November 19, 2003)



Merck Common Stock



Mutual Funds



	 	 	American Century Emerging Markets Institutional

American Funds EuroPacific Growth Fund

Columbia Acorn Fund Z*

Fidelity Destiny I

Fidelity Dividend Growth

Fidelity Equity-Income

Fidelity Low-Priced Stock

Fidelity Mid-Cap Stock Fund

Fidelity Retirement Money Market

Fidelity Spartan Government Income

Fidelity Spartan U.S. Equity Index

Franklin Small-Mid Cap Growth A

Janus Enterprise

Janus Growth & Income

PIMCO Foreign Bond Institutional

PIMCO Long Term US Government Institutional

PIMCO Total Return Institutional

Putnam Global Equity A

Putnam International Capital Opportunities Fund A**

T. Rowe Price Blue Chip Growth

Vanguard Asset Allocation



*Prior to October 2003, known as Liberty Acorn Class Z


**Prior to April 30, 2003, known as Putnam International Voyager Fund A.


Redesignation of Deferred Amounts measured by Putnam Global Equity A and Putnam
International Capital Opportunities Fund A (collectively, the “Putnam Funds”)
on November 19, 2003


Prior to 4 p.m. ET on November 19, 2003, each participant who has any part of
his/her Deferred Compensation Account measured by a Putnam Funds investment
alternative may redesignate the amount in such investment alternative in
accordance with Article V, Section A. If a participant does not redesignate
the amount measured by a Putnam Funds investment alternative to any other
remaining investment alternative(s) before 4 p.m. ET on November 19, 2003, then
the amount in the Putnam Funds investment alternative shall be redesignated as
of 4 p.m. ET on November 19, 2003, to the Fidelity Retirement Money Market
portfolio.


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SCHEDULE I



DEFERRAL PROGRAM INVESTMENT ALTERNATIVES

(Effective November 19, 2003)



Merck Common Stock



Mutual Funds



	 	 	American Century Emerging Markets Institutional

American Funds EuroPacific Growth Fund

Columbia Acorn Fund Z*

Fidelity Destiny I

Fidelity Dividend Growth

Fidelity Equity-Income

Fidelity Low-Priced Stock

Fidelity Mid-Cap Stock Fund

Fidelity Retirement Money Market

Fidelity Spartan Government Income

Fidelity Spartan U.S. Equity Index

Franklin Small-Mid Cap Growth A

Janus Enterprise

Janus Growth & Income

Liberty Acorn Class Z

PIMCO Foreign Bond Institutional

PIMCO Long Term US Government Institutional

PIMCO Total Return Institutional

T. Rowe Price Blue Chip Growth

Vanguard Asset Allocation



*Prior to October 2003, known as Liberty Acorn Class Z


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SCHEDULE II



SPECIAL PROVISIONS APPLICABLE TO

MEDCO HEALTH EMPLOYEES

(Approved July 23, 2002)



DEFINITIONS


Medco Health – Medco Health Solutions, Inc.


Medco Health Employee – A participant who is (i) employed by Medco Health prior
to the Spin-Off or (ii) employed by Merck prior to the Spin-Off and expected to
be employed by Medco Health prior to or as of the Spin-Off.


Separated Medco Health Employee – A participant in the Deferral Program who is
employed by Medco Health as of the date of the Spin-Off and is considered to
have terminated employment with the Company as a result of the Spin-Off.


Spin-Off — The distribution by Merck to its shareholders of the equity
securities of Medco Health. The Spin-Off will be a divestiture for purposes of
the Deferral Program.


SPECIAL PROVISIONS


Notwithstanding anything to the contrary in Article VI, Section C of the
Deferral Program, the Deferred Compensation Account of each Separated Medco
Health Employee shall be paid out in accordance with Article VI, Section D,
without regard to the $125,000 threshold set forth in Section C.


Notwithstanding anything to the contrary in Article VI, Section G of the
Deferral Program, each Medco Health Employee may submit the petition for an
extension of the distribution schedule permitted under Section G either prior
to the Spin-Off or once the Medco Health Employee has become a Separated Medco
Health Employee; provided, however, that if a Medco Health Employee makes a
request for a new distribution schedule prior to the Spin-Off and thereafter
does not become a Separated Medco Health Employee, then such request shall not
be effective.


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