This document summarizes the benefits for which a “Separated Retirement Eligible Employee” may beeligible under the Special Separation Program and other Merck employee benefit plans and programs.Unless otherwise noted below, the terms and conditions of Merck’s employee benefit plans andprograms applicable on an employee’s termination of employment from Merck are as described in theapplicable sections of the current Merck Benefits Book (and applicable summaries of materialmodification) previously provided to you or provided to you with this Brochure, as such plans andprograms (and the applicable sections of the Merck Benefits Book) may be amended from time to time.(A copy of the applicable sections of the Merck Benefits Book (and applicable summaries ofmaterial modification) can be obtained on line athttp://humres.merck.com/benefit/about_benefits_book.html orwww.merck.com/benefits or by callingthe Merck Benefits Service Center at 1-800-666-3725). However, to the extent that the terms belowdiffer from those described in the applicable sections of the current Merck Benefits Book (andapplicable summaries of material modification), this communication constitutes a summary ofmaterial modifications and should be kept with that book.“Separated Retirement Eligible Employees” are certain nonunionized Merck & Co., Inc. employees(1) who experience a Separation From Service (as defined in the Separation Benefits Plan) on orbetween January 1, 2009 and December 31, 2011; and(2) who as of their last day of employment with Merck (the “Separation Date”), are **•** at least age 55 and have at least 10 years of Credited Service (as defined in theRetirement Plan); or  **•** at least age 65.Separated Retirement Eligible Employees are only those employees who are designated by Merck as“Separated Retirement Eligible Employees.” “Separated Retirement Eligible Employees” do notinclude employees who terminate employment in any way that does not constitute a Separation FromService (as defined in the Separation Benefits Plan) as determined by Merck, including employeeswho resign for any reason. Benefits described in this Brochure only apply to Separated RetirementEligible Employees and do not apply to any other Merck employees.If you have been designated as a Separated Retirement Eligible Employee, the Company will provideyou with a separation letter (the “Separation Letter”) that will describe the Special SeparationProgram benefits for which you are eligible and will include a release of legal claims against theCompany, and may also include other terms, such as non-solicitation and non-competition provisions,as the Company in its sole discretion decides to include. In order to receive the benefits underthe Special Separation Program, you must sign and return the Separation Letter by the date statedin the letter (the “Separation Letter Return
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Date”) and, if a revocation period is applicable to you, not revoke the letter within therevocation period.**Special Separation Program**All benefits under this Special Separation Program are contingent upon the Separated RetirementEligible Employee signing (and, if a revocation period is applicable, not revoking) the SeparationLetter. They consist of: **•** Separation Pay  **•** Outplacement Services  **•** Eligibility for continued medical and dental benefits (for employees not otherwiseeligible for retiree medical and dental benefits)  **•** Rule of 85 Transition Benefit under the Retirement Plan (for those who would haveattained it within two years of their Separation Dates)  **•** Eligibility for a special payment in lieu of an AIP/EIP bonus for the performanceyear in which his or her Separation Date occurs  **•** Eligibility for extended use of the day care centerSeparation Pay and Outplacement Benefits are described in the Separation Plan SPD distributed withthis Brochure.This Brochure describes:**•** additional benefits offered under the Special Separation Program that are not described in theSeparation Plan SPD: o eligibility for the Rule of 85 Transition Benefit under the Retirement Plan  o eligibility for continued medical and dental benefits for employees who arenot otherwise eligible for retiree medical and dental benefits; and  o eligibility for extended use of the day care center, if applicable.**•** benefits for those Separated Retirement Eligible Employees who do not sign, or, if a revocation period is applicable tothem, who sign and later revoke, the Separation Letter; and **•** terms and conditions of certain Merck benefit plans and programs as they apply to any separated employee without regardto whether they sign the Separation Letter.
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**Retirement Plan – Rule of 85 Transition Benefit****If You Do Not Sign the Separation Letter**You are eligible to retire under the terms of the Retirement Plan. As a Separated RetirementEligible Employee, you will be considered to have retired from active service for Retirement Planpurposes on your Separation Date (even if the Separation Date is not the first day of a month).Your benefit from the Retirement Plan will be based on the Credited Service accrued as of yourSeparation Date and will be payable on the first day of the month following age 65 (or, if you areat least 65 on your Separation Date, on the first day of the month following your Separation Date).However, you can begin to receive your benefits on the first day of any month after you reach age55. If you commence your benefit at or after age 55 but before age 62, the benefit will bereduced. This reduction reflects that payments are made earlier and for a longer period of time.The reduction for “retirees” is 0.25% for each month (i.e., 3% for each year that benefit paymentsbegin before age 62). The reduction is much less than the actuarial reduction that applies to“terminated vested” participants. You will not receive the “Rule of 85 Transition Benefit” unlessyou are eligible for the Rule of 85 Transition Benefit as described below.*Death.*If you die after your Separation Date but before you begin to receive your benefits fromthe Retirement Plan, your spouse (or estate in the case of any unmarried participant) will receivean annuity or a lump sum. The lump sum, according to the plan factors in effect as they changefrom time to time, is based on your age 65 accrued benefit, reduced .25% per month before age 62that your death occurs. Then the benefit is calculated as though you had elected a joint and 100%survivor annuity with your spouse (if you’re unmarried, as though you had a spouse the same age asyou) on the day before you died. The lump sum is the actuarial equivalent of just the 100%survivor portion of the benefit—that is, taking into account your death. The annuity or lump sumis payable only after your spouse (or administrator of your estate) applies for the benefit.*Payments not Compensation for Retirement Plan*. Separation Pay is not compensation for RetirementPlan purposes. A bonus or the special payment, if any, in lieu of an AIP/EIP bonus paid after yourSeparation Date is also not compensation for Retirement Plan purposes.If any portion of your benefit is from a different plan, such as the Retirement Plan for HourlyEmployees of Merck & Co., Inc., there is an offset which reduces the benefit from the RetirementPlan. The aggregate lump sum benefit payable from two different plans generally differs slightlyfrom a lump sum payable from only one plan (especially if different interest rate methodologiesapply).**Special Separation Program – Rule of 85 Transition Benefit – If You Sign the Separation Letter**
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As described above in the paragraph “If You Do Not Sign the Separation Letter,” you are eligible toretire under the terms of the Retirement Plan. Under the Special Separation Program, if you wouldhave qualified for the Rule of 85 Transition Benefit within two years of your Separation Date, theRule of 85 Transition Benefit will be paid to you under special provisions under the RetirementPlan. The Rule of 85 Transition Benefit will be payable upon commencement of your pensionbenefits, even if the date of commencement of pension benefits is earlier than the date you wouldotherwise have qualified for the Rule of 85 Transition Benefit.The Rule of 85 Transition Benefit is fully described in the Salaried Retirement Plan section of thecurrent Merck Benefits Book (and applicable summaries of material modification). In general, theRule of 85 was phased out in July of 1995. It had provided that an employee whose employmentterminated after age 55, and whose age and service equaled at least 85, would be eligible for anunreduced age 65 benefit instead of the normal early retirement subsidy (i.e., a 3% per yearreduction for every year the benefit begins prior to age 62). The Rule of 85 Transition Benefitpreserved 100% of the Rule of 85 for any employee who was 50 or older in July of 1995, with 90%preserved for then 49 year old employees, etc. No benefit was preserved for employees then 40 oryounger.You are eligible for the Rule of 85 Transition Benefit under the Special Separation Program, if youwould have reached the Rule of 85 Transition Benefit within two years of your Separation Date. Inother words, this enhancement applies if on your Separation Date the sum of your age and CreditedService is at least 81.For example, assume a Separated Retirement Eligible Employee was born June 30, 1951. On July 1,1995, this employee was 44, so 40% of her Rule of 85 Transition benefit was preserved. Assumefurther that her Separation Date is January 1, 2009 and that she then has exactly 26 years ofCredited Service. If her employment had continued, she would have been entitled to the Rule of 85Transition Benefit as of October 1, 2009 (her age and service as of that date would have equaled85). Therefore, this employee would receive the Rule of 85 Transition Benefit (i.e., 40% of theRule of 85 Transition Benefit) when her benefits from the Retirement Plan begin, because October 1,2009, is less than two years from her Separation Date of January 1, 2009.On the other hand, assume instead that a Separated Retirement Eligible Employee’s age and CreditedService as of his Separation Date add up to less than 81. He is not eligible for the Rule of 85Transition Benefit under the Special Separation Program because he would not have been entitled tothe Rule of 85 Transition Benefit within two years of his Separation Date.
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The special provisions in the Retirement Plan are subject to certain discrimination tests under taxlaws. Our actuaries have reviewed data on a preliminary basis and concluded that these specialprovisions satisfy those tests, under most scenarios. However, if the provisions in practicehappen to fail the tests, the benefits described here will be made, to the extent necessary, fromCompany assets outside the Retirement Plan. Benefits from the Retirement Plan have tax advantagesthat payments outside it do not. You will be notified as soon as possible if this provisionaffects you.*Split Election*. Separated Retirement Eligible Employees whose pension benefits are payable in partfrom the Supplemental Retirement Plan who wish to make an election with respect to the retirementbenefits under that plan may do so in accordance with that plan by contacting the HR Service Centerat 1-866-MRK-HR4U (1-866-675-4748) to request the appropriate paperwork if eligible.**Medical (including Prescription Drug) and Dental****If You Are Eligible For Retiree Healthcare Benefits under the Current Terms of the Merck Medicaland Dental Plans**If, as of your Separation Date, you are eligible for retiree healthcare (medical and dental)benefits under the terms of Merck’s medical and dental plans, whether you sign the SeparationLetter or not, you will be eligible to select retiree healthcare coverage under Merck’s plans (asthey may be amended from time to time) as of the first day of the month after your Separation Date(even if your Separation Date is not the first day of a month). Your active employee coverage willcontinue to the end of the month in which your Separation Date occurs. Your retiree healthcarebenefits will commence as of the first of the month following your Separation Date (“RetireeHealthcare Commencement Date”).You will be automatically enrolled in retiree dental under the comprehensive coverage option and inretiree medical coverage under the same coverage option in which you were enrolled as an activeemployee on the day before your Retiree Healthcare Commencement Date, provided that coverage optionis available to you as a retiree; if that medical coverage option is not available, you will beautomatically enrolled in the plan’s default option (currently the Merck PPO option if your addressis within the network coverage area, otherwise the Merck 80/20 Out of Area option). Coverage underyour retiree medical and dental coverage will also automatically continue for your eligibledependents who were your covered dependents under the applicable plans on the day before yourRetiree Healthcare Commencement Date.You are permitted to add eligible dependents or drop covered dependents and/or change medicalcoverage options retroactive to the date your Retiree Healthcare Commencement Date only if younotify the Merck Benefits Service Center of
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such change(s) within 30 days after your Retiree Healthcare Commencement Date. Thereafter, anypermitted changes will only be made prospectively.**Note that only those eligible dependents who are your “Dependents of Record” as of your RetireeHealthcare Commencement Date can be eligible for dependent coverage under your retiree healthcarecoverage.**Be sure to register your eligible dependents as “Dependents of Record” with the MerckBenefit Service Center within 30 days after your Retiree Healthcare Commencement Date. If aneligible dependent is not timely registered as your “Dependent of Record”, he/she will never beeligible for dependent coverage under your Merck retiree healthcare coverage. Eligible dependentswho are your covered dependents on your Retiree Healthcare Commencement Date, are automaticallyregistered as Dependents of Record.You can “opt-out” of retiree coverage, but note that your ability to re-enroll for coverage isgenerally limited to annual open enrollment (with the following January 1 as the re-enrollmenteffective date); mid-year enrollment is available only if you are covered under and lose othercoverage and you contact the Merck Benefit Service Center to re-enroll in Merck retiree coveragewithin 30 days of the loss of your other coverage.You must pay the applicable premiums for retiree healthcare coverage beginning on your RetireeHealthcare Commencement Date. You will receive an invoice from Fidelity that indicates the premiumdue for your retiree coverage. If you fail to pay the premium required for retiree healthcarecoverage in the time and manner specified on the invoice, you will be deemed to have opted out ofcoverage and your ability to re-enroll is limited as described above.For purposes of determining the retiree medical and dental premiums, a Separated RetirementEligible Employee **•** will have the number of points that is the sum of his/her age and years of adjustedservice as recorded on the Company’s records (from age 40 for those subject to the“Rule of 88”; all adjusted service for those subject to the “Rule of 92”) as ofhis/her Separation Date; and  **•** will pay premiums for medical coverage in accordance with the premium schedule forthe “Rule of 92” or the “Rule of 88”, as applicable, in effect on his/her RetireeHealthcare Commencement Date, as the premium schedule may be amended from time totime.  To determine whether the “Rule of 92” or the “Rule of 88” applies to you and to see thepremiums applicable to those schedules, see the Reference Library on Fidelity’s netbenefitswebsite.You are eligible for retiree healthcare benefits if, as of your Separation Date, you are at leastage 55 and:
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 **•** have at least 10 years of service with the Company after age 40; or  **•** (i) were an employee of the Company on January 1, 2003, (ii) have not had a break inservice since January 1, 2003, and (iii) have at least 10 years of Credited Service (asdefined in the Retirement Plan); or  **•** (i) had a break in service with the Company after age 45 and before April 1, 2002, (ii)had returned to work before April 1, 2002 and were employed on that date, (iii) have nothad a break in service since April 1, 2002, and (iv) have 10 years of Credited Service (asdefined in the Retirement Plan).**If You Are Not Eligible For Retiree Healthcare Benefits****If You Are Not Eligible For Retiree Healthcare Benefits — If You Do Not Sign the Separation Letter**If you are not eligible for retiree healthcare benefits and do not sign the Separation Letter (orif a revocation period is applicable to you, you revoke the Separation Letter), your medical anddental coverage options in effect on your Separation Date will continue under the normal provisionsof Merck’s medical and dental plans (as they may be amended from time to time) until the end of themonth following the calendar month in which your Separation Date occurred. At the end of thatperiod, you will be eligible to elect to continue your coverage in accordance with COBRA for up to18 months from your Separation Date. If you have no medical and/or dental coverage under Merck’smedical and dental plans on your Separation Date, you will not have medical and/or dental coverage,as applicable, after your Separation Date nor will you be eligible to elect such coverage underCOBRA.**Special Separation Program – If You Are Not Eligible For Retiree Healthcare Benefits and Have atLeast 9 Years of Credited Service — If You Sign the Separation Letter**If, on your Separation Date, you (i) are at least age 55 and, (ii) have at least 9 years ofCredited Service (as defined in the Retirement Plan), (iii) are not eligible for retiree healthcarebenefits (see the section “If You Are Eligible for Retiree Healthcare Benefits under the CurrentTerms of Merck’s Medical and Dental Plans,“ above), and (iv) sign the Separation Letter (and if arevocation period is applicable to you, do not revoke the Separation Letter), then, under theSpecial Separation Program, you will be eligible to select retiree healthcare coverage underMerck’s plans (as they may be amended from time to time) as of the first day of the month afteryour Separation Date (even if your Separation Date is not the first day of a month). Your activeemployee coverage will continue to the end of the month in which your Separation Date occurs. Yourretiree healthcare benefits will commence as of the first of the month following your SeparationDate (“Retiree Healthcare Commencement Date”).
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You will be automatically enrolled in retiree dental under the comprehensive coverage option and inretiree medical coverage under the same coverage option in which you were enrolled as an activeemployee on the day before your Retiree Healthcare Commencement Date, provided that coverage optionis available to you as a retiree; if that medical coverage option is not available, you will beautomatically enrolled in the plan’s default option (currently the Merck PPO option if your addressis within the network coverage area, otherwise the Merck 80/20 Out of Area option). Coverage underyour retiree medical and dental coverage will also automatically continue for your eligibledependents who were your covered dependents under the applicable plans on the day before yourRetiree Healthcare Commencement Date.You are permitted to add eligible dependents or drop covered dependents and/or change medicalcoverage options retroactive to the date your Retiree Healthcare Commencement Date only if younotify the Merck Benefits Service Center of such change(s) within 30 days after your RetireeHealthcare Commencement Date. Thereafter, any permitted changes will only be made prospectively.**Note that only those eligible dependents who are your “Dependents of Record” as of your RetireeHealthcare Commencement Date can be eligible for dependent coverage under your retiree healthcarecoverage.**Be sure to register your eligible dependents as “Dependents of Record” with the MerckBenefit Service Center within 30 days after your Retiree Healthcare Commencement Date. If aneligible dependent is not timely registered as your “Dependent of Record”, he/she will never beeligible for dependent coverage under your Merck retiree healthcare coverage. Eligible dependentswho are your covered dependents on your Retiree Healthcare Commencement Date, are automaticallyregistered as Dependents of Record.You can “opt-out” of retiree coverage, but note that your ability to re-enroll for coverage isgenerally limited to annual open enrollment (with the following January 1 as the re-enrollmenteffective date); mid-year enrollment is available only if you are covered under and lose othercoverage and you contact the Merck Benefit Service Center to re-enroll in Merck retiree coveragewithin 30 days of the loss of your other coverage.You must pay the applicable premiums for retiree healthcare coverage beginning on your RetireeHealthcare Commencement Date. You will receive an invoice from Fidelity that indicates the premiumdue for your retiree coverage. If you fail to pay the premium required for retiree healthcarecoverage in the time and manner specified by on the invoice, you will be deemed to have opted outof coverage and your ability to re-enroll is limited as described above.For purposes of determining the retiree medical and dental premiums, a Separated RetirementEligible Employee
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 **•** will have the number of points that is the sum of his/her age and years of adjustedservice as recorded on the Company’s records (from age 40 for those subject to the“Rule of 88”; all adjusted service for those subject to the “Rule of 92”) as ofhis/her Separation Date; provided, however, that if such sum is less than 65, then theSeparated Retirement Eligible Employee is deemed to have 65 points; and  **•** will pay premiums for medical coverage in accordance with the premium schedule forthe “Rule of 92” or the “Rule of 88”, as applicable, in effect on his/her RetireeHealthcare Commencement Date, as the premium schedule may be amended from time totime.  To determine whether the “Rule of 92” or the “Rule of 88” applies to you and to see thepremiums applicable to those schedules, see the Reference Library on Fidelity’s netbenefitswebsite.Continuation of retiree medical and dental coverages under the Special Separation Program forSeparated Retirement Eligible Employees who are not otherwise eligible for retiree healthcarebenefits is subject to the same early forfeiture provisions applicable to separated employees asdescribed in the Separation Plan SPD. The forfeiture provisions will apply for the Separation PayPeriod only.**Special Separation Program – If You Are Not Eligible For Retiree Healthcare Benefits and Have Lessthan 9 Years of Credited Service and You Sign the Separation Letter**If, on your Separation Date, you are (i) a Separated Retirement Eligible Employee who is nototherwise eligible for retiree healthcare benefits under the terms of Merck’s medical and dentalplans, (ii) have less than nine years of Credited Service, and (iii) you sign the Separation Letter(and if a revocation period is applicable to you, do not revoke the Separation Letter), then, underthe Special Separation Program, you will be eligible for continued medical and dental coverage (notretiree coverage) under Merck’s medical and dental plans (as they may be amended from time to time)for the Separation Pay Period as more fully described in the Separation Plan SPD. If theSeparation Pay Period is less than six months, you may continue medical and dental coverage for sixmonths. Your contributions to continue such coverage will be the same as the contributions foractive employees, as they may change from time to time and will be payable to Merck (or itsdesignee) in the time and manner specified by Merck from time to time. If you do not pay therequired contributions to Merck (or its designee) in the time and manner specified by Merck fromtime to time, your coverage will be terminated and it will not be reinstated. Provided you havepaid the required contributions to continue coverage, at the end of the Separation Pay Period or,if the Separation Pay Period is less than 6 months, then at the end of the 6-month period duringwhich medical and dental coverages are provided, you may elect to
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continue your coverage in accordance with COBRA for up to an additional 18 months.Continuation of medical and dental coverages under the Special Separation Program for SeparatedRetirement Eligible Employees who are not otherwise eligible for retiree healthcare benefits issubject to the same early forfeiture provisions applicable to separated employees as described inthe Separation Plan SPD.**Life Insurance****Whether you sign the Separation Letter or not**, you will be considered a retiree for life insurancepurposes under Merck’s Life Insurance Plan (as it may be amended from time to time) as of yourSeparation Date, with retiree coverage to begin on the first day of the month after your SeparationDate. As a retiree, your employee group term life insurance coverage equal to 1x base pay (or 2xbase pay if you have “Old Format”) will continue at no cost to you. This amount will reduce by 25%of the amount of your coverage starting on the first day of the month after your Separation Date,and by an equal dollar amount on the anniversary of that date, until the third anniversary of thatdate, when no balance remains. You have the right to convert the amount by which your insurance isreduced to an individual policy. See the Life Insurance Plan section of the current Merck BenefitsBook (and applicable summaries of material modification) for information on conversion. If you area retiree who is not yet age 65 on your Separation Date, you may continue your employee group termlife insurance in excess of 1x base pay (2x if you are “Old Format”), dependent life and/orsurvivor income protection (collectively “Optional Coverages”) in effect on your Separation Dateuntil age 65 by paying the applicable premiums in the time and manner required by Merck. If youfail to pay the premium required to continue your coverage in the time and manner specified byMerck, your coverage(s) will be terminated and they will not be reinstated. If you are age 65 orolder on your Separation Date, your Optional Coverages will continue for 31 days from yourSeparation Date. During this period you may convert these coverages to an individual policy. Seethe Life Insurance Plan section of the current Merck Benefits Book (and applicable summaries ofmaterial modification) for information on conversion.In any event, your accidental death and dismemberment coverage ends on your Separation Date.The chart below is provided for your convenience to compare the medical, dental and life insurancebenefits offered under the regular plan provisions and the Special Separation Program.
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       **Regular Plan** **Special Separation**  **Provisions** **Program****Medical, Dental,**