EX-10.1






Exhibit 10.1




MERCK & CO., INC.




DEFERRAL PROGRAM




(Amended and Restated as of December 15, 2005)






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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 IXAmendments
	 	 	8	 
	Schedule I Deferral Program Investment Alternatives
	 	 	9	 
	Schedule IISpecial Provisions Applicable to Medco Health Employees
	 	 	15	 
	Schedule AJCA
	 	 	16	 






(i)




2



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.



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.



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.






	 	(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.






	 	(3)	 	Amount and Extent of Redesignation - Redesignation must be in 1% multiples of the
investment from which redesignation is being made.






	 	(4)	 	Beneficiaries or Legal Representatives — The beneficiary or legal representative of
a deceased participant may redesignate subject to the same rules as participants.





B. Special Rules for Redesignation Out of Common Stock 



1. 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 and is restricted to amounts held in
Merck Common Stock for longer than six (6) months.



2. 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 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 or 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 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
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.



4



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.”



5



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.



6



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.



7



SCHEDULE I




DEFERRAL PROGRAM INVESTMENT ALTERNATIVES

(November 19, 2003 to April 2, 2004)




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


T. Rowe Price Blue Chip Growth


Vanguard Asset Allocation



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



8



SCHEDULE I




DEFERRAL PROGRAM INVESTMENT ALTERNATIVES

(April 2, 2004 to January 31, 2005)




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


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



SCHEDULE I




(February 1, 2005)*




Merck Common Stock Fund



Mutual Funds




AXA Rosenberg U.S. Small Capitalization Account


American Funds EuroPacific Growth Fund — Class A


Columbia Acorn Fund — Class Z


Fidelity Diversified International Fund


Fidelity Freedom 2005 Fund


Fidelity Freedom 2010 Fund


Fidelity Freedom 2015 Fund


Fidelity Freedom 2020 Fund


Fidelity Freedom 2025 Fund


Fidelity Freedom 2030 Fund


Fidelity Freedom 2035 Fund


Fidelity Freedom 2040 Fund


Fidelity Low-Priced Stock Fund


Fidelity Retirement Money Market Portfolio


GMO U.S. Core Fund – M


PIMCO Total Return Fund — Institutional Class


SSgA S&P 500 Index Fund


T. Rowe Price Blue Chip Growth Fund



• Or as near thereto as is administratively feasible



10



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.



11



Schedule AJCA




(effective December 15, 2005)




Anything in the Program to the contrary notwithstanding, prior to
the end of 2005, Eligible Participants may elect to cancel any or
all prior deferral elections into the Deferral Program.



To the extent shares of Merck Common Stock are distributed as a
result of any such cancellation, a dividend equivalent for the
amount that would be paid if the shares were held by a shareholder
on November 30, 2005 will be distributed before December 31, 2005.



Distribution of Deferred Compensation the election of which has
been cancelled shall be made no later than December 31, 2005.



For purposes of this Schedule, Eligible Participants include all
participants in the Program.



Anything in the Program to the contrary notwithstanding, where a
participant has elected that distributions be made beginning in
the year of retirement, distribution shall not be made in 2006 for
participants who retire or are separated due to 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 (a “Separation”), in 2006
(“Active Eligible Participants”); provided, however,
Automatic Distributions pursuant to Paragraph C. of Article VI
shall be made in 2006 to the extent applicable.




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