DEFERRED PAYMENT OF DIRECTORS' COMPENSATION PLAN



 


Exhibit 10.13












MERCK & CO., INC.



PLAN FOR DEFERRED PAYMENT OF



DIRECTORS’ COMPENSATION



(Amended and Restated November 19, 2003)

















 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	 	 	 	 	 	 	

	Article I
	 	Purpose	 	 	1	 
	Article II
	 	Election of Deferral, Measurement Methods and Distribution Schedule	 	 	1	 
	Article III
	 	Valuation of Deferred Amounts	 	 	2	 
	Article IV
	 	Redesignation Within a Deferral Account	 	 	3	 
	Article V
	 	Payment of Deferred Amounts	 	 	4	 
	Article VI
	 	Designation of Beneficiary	 	 	6	 
	Article VII
	 	Plan Amendment or Termination	 	 	6	 
	Schedule A
	 	Measurement Methods	 	 	7	 



(i)



 






 





MERCK & CO., INC.

PLAN FOR DEFERRED PAYMENT OF

DIRECTORS’ COMPENSATION




	I.	 	PURPOSE
	 
	 	 	To provide an arrangement under which directors of Merck & Co., Inc.
other than current employees may (i) elect to voluntarily defer payment
of the annual retainer and meeting and committee fees until after
termination of their service as a director, and (ii) value compensation
mandatorily deferred on their behalf.
	 
	II.	 	ELECTION OF DEFERRAL, MEASUREMENT METHODS AND
DISTRIBUTION SCHEDULE




	 	A.	 	Election of Voluntary Deferral Amount
	 
	 	1.	 	Prior to December 28 of each year, each director is entitled
to make an irrevocable election to defer until termination of
service as a director receipt of payment of (a) 50% or 100% of the
retainer for the 12 months beginning April 1 of the next calendar
year, (b) 50% or 100% of the Committee Chairperson retainer
beginning April 1 of the next calendar year, and (c) 50% or 100% of
the meeting and committee fees for the 12 months beginning April 1
of the next calendar year.
	 
	 	2.	 	Prior to commencement of duties as a director, a director
newly elected or appointed to the Board during a calendar year must
make the election under this paragraph for the portion of the
Voluntary Deferral Amount applicable to such director’s first year
of service (or part thereof).
	 
	 	3.	 	The Voluntary Deferral Amount shall be credited as follows:
(1) Meeting and committee fees that are deferred are credited as of
the day the director’s services are rendered; (2) if the Board
retainer and/or Committee Chairperson retainer is deferred, a
pro-rata share of the deferred retainer is credited on the last
business day of each calendar quarter. The dates the Voluntary
Deferral Amount, or parts thereof, are credited to the director’s
deferred account are hereinafter referred to as the Voluntary
Deferral Dates.
	 
	 	B.	 	Mandatory Deferral Amount
	 
	 	1.	 	On the Friday following the Company’s Annual Meeting of
Stockholders (such Friday hereinafter referred to as the “Mandatory
Deferral Date”), each director will be credited with an amount
equivalent to one-third of the annual cash retainer for the 12 month
period beginning on the April 1 preceding the Annual Meeting (the
“Mandatory Deferral Amount”). The Mandatory Deferral Amount will be
measured by the Merck Common Stock account.
	 
	 	2.	 	A director newly elected or appointed to the Board after the
Mandatory Deferral Date will be credited with a pro rata portion of
the Mandatory Deferral Amount applicable to such director’s first
year of service (or part thereof). Such pro rata portion shall be
credited to the director’s account on the first day of such
director’s service.



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	 	C.	 	Election of Measurement Method
	 
	 	 	 	Each such annual election referred to in Section A shall include an
election as to the measurement method or methods by which the value
of amounts deferred will be measured in accordance with Article
III, below. The available measurement methods are set forth on
Schedule A hereto.
	 
	 	D.	 	Election of Distribution Schedule
	 
	 	 	 	Each annual election referred to in Section A above shall also
include an election to receive payment following termination of
service as a director of all Voluntary Deferral Amounts and
Mandatory Deferral Amounts in a lump sum either immediately or one
year after such termination, or in quarterly or annual installments
over five, ten or fifteen years.




	III.	 	VALUATION OF DEFERRED AMOUNTS




	 	A.	 	Common Stock
	 
	 	1.	 	Initial Crediting. The annual Mandatory Deferral Amount
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 the Common Stock on the New York Stock Exchange on the
Mandatory Deferral Date.
	 
	 	 	 	That portion of the Voluntary Deferral Amount allocated to Merck
Common Stock shall be used to determine the number of full and
partial shares of Merck Common Stock which such amount would
purchase at the closing price of the Common Stock on the New York
Stock Exchange on the applicable Voluntary Deferral Date.
	 
	 	 	 	However, should it be determined by the Committee on Corporate
Governance of the Board of Directors that a measurement of Merck
Common Stock on any Mandatory or Voluntary Deferral Date would not
constitute fair market value, then the Committee shall decide on
which date fair market value shall be determined using the
valuation method set forth in this Article III, Section A.1.
	 
	 	 	 	At no time during the deferral period will any shares of Merck
Common Stock be purchased or earmarked for such deferred amounts
nor will any rights of a shareholder exist with respect to such
amounts.
	 
	 	2.	 	Dividends. Each director’s account will be credited with the
additional number of full and partial shares of Merck Common Stock
which would have been purchasable with the dividends on shares
previously credited to the account at the closing price of the
Common Stock on the New York Stock Exchange on the date each
dividend was paid.
	 
	 	3.	 	Distributions. Distribution from the Merck Common Stock
account will be valued at the closing price of Merck Common Stock on
the New York Stock Exchange on the distribution date.
	 
	 	B.	 	Mutual Funds
	 
	 	1.	 	Initial Crediting. The amount allocated to each Mutual Fund
shall be used to determine the full and partial Mutual Fund shares
which such amount would purchase at the closing net asset value of
the Mutual Fund shares on the Mandatory or



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	 	 	 	Voluntary Deferral Date,
whichever is applicable. The director’s account will be credited
with the number of full and partial Mutual Fund shares so
determined.
	 
	 	 	 	At no time during the deferral period will any Mutual Fund shares
be purchased or earmarked for such deferred amounts nor will any
rights of a shareholder exist with respect to such amounts.
	 
	 	2.	 	Dividends. Each director’s account will be credited with the
additional number of full and partial Mutual Fund shares which would
have been purchasable, at the closing net asset value of the Mutual
Fund shares as of the date each dividend is paid on the Mutual Fund
shares, with the dividends which would have been paid on the number
of shares previously credited to such account (including pro rata
dividends on any partial shares).
	 
	 	3.	 	Distributions. Mutual Fund distributions will be valued
based on the closing net asset value of the Mutual Fund shares on
the distribution date.
	 
	 	C.	 	Adjustments
	 
	 	 	 	In the event of a reorganization, recapitalization, stock split,
stock dividend, combination of shares, merger, consolidation,
rights offering or any other change in the corporate structure or
shares of the Company or a Mutual Fund, the number and kind of
shares or units of such investment measurement method available
under this Plan and credited to each director’s account shall be
adjusted accordingly.




	IV.	 	REDESIGNATION WITHIN A DEFERRAL ACCOUNT




	 	A.	 	General
	 
	 	 	 	A director may request a change in the measurement methods used to
value all or a portion of his/her account other than Merck Common
Stock. Amounts deferred using the Merck Common Stock method and any
earnings attributable to such deferrals may not be redesignated.
The change will be effective 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.
	 
	 	B.	 	When Redesignation May Occur
	 
	 	1.	 	During Active Service. There is no limit on the number of
times a director may redesignate the portion of his/her deferred
account permitted to be redesignated. Each such request shall be
irrevocable and can be designated in whole percentages or as a
dollar amount.
	 
	 	2.	 	After Death. Following the death of a director, the legal
representative or beneficiary of such director may redesignate
subject to the same rules as for active directors set forth in
Article IV, Section B.1.



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	 	C.	 	Valuation of Amounts to be Redesignated
	 
	 	 	 	The portion of the director’s account to be
redesignated will be valued at its cash
equivalent and such cash equivalent will be converted into shares
or units of the other measurement method(s). For purposes of such
redesignations, the cash equivalent of the value of the Mutual Fund
shares shall be the closing net asset value of such Mutual Fund 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.




	V.	 	PAYMENT OF DEFERRED AMOUNTS




	 	A.	 	Payment
	 
	 	 	 	All payments to directors of amounts deferred will be in cash in
accordance with the distribution schedule elected by the director
pursuant to Article II, Section D. Distributions shall be pro rata
by measurement method. Distributions shall 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
possible.
	 
	 	B.	 	Changes to Distribution Schedule Prior to Termination
	 
	 	 	 	Upon the request of a director made at any time during the calendar
year immediately preceding the calendar year in which service as a
director is expected to terminate, the Committee on Corporate
Governance of the Board of Directors (the “Committee”), in its sole
discretion, may authorize: (a) an extension of a payment period
beyond that originally elected by the director not to exceed that
otherwise allowable under Article II, Section D, and/or (b) a
payment frequency different from that originally elected by the
director. Such request may not be made with regard to amounts
deferred after December 31, 1990 using the Merck Common Stock
method and to any earnings attributable to such deferrals.
Deferrals into Merck Common Stock made after December 31, 1990 and
any earnings thereon may only be distributed in accordance with the
schedule elected by the director under Article II, Section D or
determined by the Committee on Corporate Governance under Article
VI.
	 
	 	C.	 	Post-Termination Changes to Distribution Schedule
	 
	 	 	 	Following termination of service as a director, each director
may make one request for a further extension of the period for
distribution of his/her deferred compensation. Such request
must be received by the Committee on Corporate Governance prior
to the first distribution to the participant under his/her
previously elected distribution schedule. Any revised
distribution schedule may not exceed the deferral period
otherwise allowable under Article II, Section C. This request
may be granted and a new payment schedule determined in the
sole discretion of the Committee on Corporate Governance.
	 
	 	 	 	Such request may not be made with regard to amounts deferred
after December 31, 1990 using the Merck Common Stock Method
and to any earnings attributable to such deferrals. Any
retired director who is not subject to U.S. income tax may
petition the Committee on Corporate Governance to change
payment frequency, including a lump sum distribution, and the
Committee on Corporate Governance may grant such petition if,
in its discretion, it considers



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	 	 	 	there to be reasonable
justification therefor. Deferrals into Merck Common Stock
made after December 30, 1990 and any earnings thereon may only
be distributed in accordance with the schedule elected by the
director under Article II, Section D or determined by the
Committee on Corporate Governance under Article VI.
	 
	 	D.	 	Forfeitures
	 
	 	 	 	A director’s deferred amount attributable to the Mandatory Deferral
Amount and earnings thereon shall be forfeited upon his or her
removal as a director or upon a determination by the Committee on
Corporate Governance in its sole discretion, that a director has:




	 	(i)	 	joined the Board of, managed, operated,
participated in a material way in, entered employment with,
performed consulting (or any other) services for, or otherwise
been connected in any material manner with a company,
corporation, enterprise, firm, limited partnership,
partnership, person, sole proprietorship or any other business
entity determined by the Committee on Corporate Governance in
its sole discretion to be competitive with the business of the
Company, its subsidiaries or its affiliates (a “Competitor”);
	 
	 	(ii)	 	directly or indirectly acquired an equity
interest of five (5) percent or greater in a Competitor; or
	 
	 	(iii)	 	disclosed any material trade secrets or other
material confidential information, including customer lists,
relating to the Company or to the business of the Company to
others, including a Competitor.




	VI.	 	DESIGNATION OF BENEFICIARY
	 
	 	 	In the event of the death of a director, the deferred amount at the date
of death shall be paid to the last named beneficiary or beneficiaries
designated by the director, or, if no beneficiary has been designated, to
the director’s legal representative, in one or more installments as the
Committee on Corporate Governance in its sole discretion may determine.
	 
	VII.	 	PLAN AMENDMENT OR TERMINATION
	 
	 	 	The Committee on Corporate Governance shall have the right to amend or
terminate this Plan at any time for any reason.



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SCHEDULE A



MEASUREMENT METHODS



(January 1, 2002 – January 10, 2003)



Merck Common Stock



Mutual Funds




	 	 	American Century Emerging Markets Fund

American Century 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 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 A



MEASUREMENT METHODS



(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 account measured by the Putnam Vista A measurement method may
redesignate the amount in such measurement method in accordance with Article
IV. If a participant does not redesignate the amount measured by the Putnam
Vista A measurement method to any other remaining measurement method 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 A



MEASUREMENT METHODS



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



Merck Common Stock



Mutual Funds



	 	 	American Century Emerging Markets Institutional

American Funds EuroPacific Growth Fund

Columbia Acorn Class 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 IV. 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 A



MEASUREMENT METHODS



(Effective November 19, 2003)



Merck Common Stock



Mutual Funds



	 	 	American Century Emerging Markets Institutional

American Funds EuroPacific Growth

Columbia Acorn Class 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

T. Rowe Price Blue Chip Growth

Vanguard Asset Allocation



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


9