**TABLE OF CONTENTS**       PageArticle IAdministration 1      Article IIEligibility 1      Article IIIDeferral Into a Deferred Compensation Account 2      Article IVValuation of Deferred Compensation Accounts 4      Article VRedesignation Within a Deferred Compensation Account 6      Article VIDistribution of Deferred Compensation Accounts 7      Article VIIDeductions from Distributions 9      Article VIIIBeneficiary Designations 9      Article IXAmendments 9      Article XClaims and Appeal Procedures 10      Article XIDomestic Relations Orders 11      Schedule IDeferral Program Investment Alternatives 12      Schedule IISpecial Provisions Applicable to Medco Health Employees 13 (i)
 

 
**MERCK & CO., INC. DEFERRAL PROGRAM**     The Deferral Program (the “Program”) is an unfunded arrangement intended to permit a selectgroup of management to defer income that would otherwise be immediately payable to them as annualbase salary or under various incentive plans of Merck & Co., Inc. (the “Merck” or the “Company”).The Program is a “nonqualified deferred compensation plan” within the meaning of Section 409A ofthe Code (“Section 409A”).     Anything in the Program to the contrary notwithstanding, the Program shall be interpreted andoperated in compliance with the requirements, if any, of Section 409A (or any successor thereto) asin effect from time to time, including but not limited to applicable regulations of the U.S.Department of the Treasury or Internal Revenue Service and Treas. Reg. Secs. 1.409A-1 through1.409A-6 or any successor thereto. Any payment called for under the Program as of a designateddate shall be made no later than a date within the same tax year of a participant, or by March 15of the following year, if later (or such other dates as specified in Treas. Reg. Sec. 1.409A 3(d)or any successor thereto); provided further, that the participant is not permitted to designate thetaxable year of payment. Where the Program’s obligation to pay is unclear to the Company,including a dispute about who is the proper beneficiary of a participant who dies, payment shall bemade as soon as adminstratively feasible after the Program’s obligation becomes clear and at a timepermitted by Treas. Reg. Sec. 1.409A-3(g)(4) or any successor thereto.**I. ADMINISTRATION**     The Program is administered by the Compensation and Benefits Committee (“Committee”) of theCompany’s Board of Directors. The Committee is composed of non-employee directors only. TheCommittee shall have responsibility for determining which investments will be available under theProgram, and those investments shall be listed on Schedule I hereto. The Committee shall make alldecisions affecting the timing, price or amount of any and all of the Deferred Compensation of“officers” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (“Section16 Officers”) other than rules of general application to all Participants, but may otherwisedelegate any of its authority under this Program.**II. ELIGIBILITY**A. Salaried employees of Merck & Co., Inc. who are based in and subject to U.S. income taxes areeligible to make an election to defer into the Program if they are in Bands 1 through 3 (orsuccessor level according to Merck’s assignment as in effect from time to time) according toMerck’s payroll system on the date by which initial elections must be made for a year. Otherwise,eligibility to defer under this Program will be determined in accordance with the terms of theCompany’s Base Salary Deferral Plan and various incentive plans and the Committee may refuse topermit any employee or class of employees to participate in this Program.B. Anything in the Program to the contrary notwithstanding, the following are not eligible to makean election: any person who (1) is an independent contractor for the Company or its affiliates;(2) agrees or has agreed that he or she is an independent contractor for the Company; (3) has anagreement or understanding with the Company or its affiliates that such person is not an employee,even if that person previously has been an employee; or (4) is employed by a temporary or otheremployment agency, regardless of the amount of control, supervision or
 

 
training provided by the Company or its affiliates. The foregoing exclusion applies even if acourt, agency or other authority rules that the person happens to be a common law employee of theCompany or its affiliates. Also excluded are individuals who are included in a unit of employeescovered by a collective bargaining agreement between employee representatives and one or moreemployers; provided, however, that such an employee may be an eligible employee during the periodhe or she is not covered by covered by a collective bargaining agreement and during which he or sheotherwise is eligible to participate according to Article II, Section A.C. A person who has made an election into the Program pursuant to Section A above shall be aParticipant for so long as he or she has an account balance, but cannot make another election todefer unless he or she is then eligible pursuant to Article II, Section A. If a person has made anelection to defer but thereafter becomes ineligible to defer (for example, a Band 3 employeebecomes a Band 4 employee), the election nonetheless will be given effect.**III. DEFERRAL INTO A DEFERRED COMPENSATION ACCOUNT**A. **Initial Election to Defer**     To defer, a participant must irrevocably elect to defer under the Program by the earlier ofthe time specified in Treas. Reg. Sec. 1.409A-2 or any successor thereto or:*1*. *Base Salary Deferral Plan*, prior to the end of the year preceding the year during whichsuch base salary will be earned. The amount that may be deferred is     (a) Not less than 5 percent of Annual Base Salary (as defined in the Base SalaryDeferral Plan) and     (b) Not more than the lesser of     (1) 50 percent of Annual Base Salary or     (2) The portion of the Participant’s Annual Base Salary that exceeds the amountdetermined under Section 401(a)(17) of the Internal Revenue Code (the “Code”)*provided, however,*that amounts may be expressed in relation to amounts that may be deductedby the Company under Section 162(m) of the Code.*2. Annual incentive plans*(such as the Annual Incentive Plan and the Executive IncentivePlan), prior to the commencement of the performance year during which the bonus monies to bedeferred will be earned, *provided*:     (a) A participant who is hired by the Company during a performance year may make anelection, no later than the 30th day from the participant’s date of hire, to defer bonusmonies to be earned during such performance year, and     (b) The minimum that may be deferred in any year under this Section IV.A.2. is $3,000.*3. Annual grants of Restricted Stock Units (RSUs) and Performance Share Units (PSUs)*may bedeferred prior to the commencement of the last year of the award period during which theywill be earned. Other RSUs and PSUs may not be deferred. After 2008, RSUs
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and PSUs for which the deferral election is made after grant must be deferred in compliancewith the rules applicable to re-deferral (as opposed to initial elections) under Section 409Aas described in Article VI, Section F. Deferrals of RSUs and PSUs must be made initiallyinto the Merck Common Stock fund and may not thereafter be reallocated into any otherinvestment alternative provided pursuant to Schedule I (a “Mutual Fund”).Amounts so deferred are known as “Deferred Compensation” and will be credited to the participant’s“Deferred Compensation Account.” Deferred Compensation shall be accounted for in one accountregardless of the plan (e.g., Base Salary Deferral or incentive plan) under which it was deferred,but a separate election to defer applies for each year for base salary, annual incentive, or grantof RSUs or PSUs, and records shall show each separate election. Further, for purposes ofmodifications to a distribution schedule, each such separate election shall be eligible for such amodification. Only amounts described above may be deferred; stock option gains may not bedeferred.Notwithstanding the foregoing, a participant’s Deferral Election will be cancelled if he or shereceives a hardship distribution from the Merck & Co., Inc. Employee Savings & Security Plan orother qualified savings plan with a 401(k) feature maintained by the Company or its affiliates ifand only if such cancellation is required by applicable regulation of the Internal Revenue Service.If a participant terminates employment or transfers to a class of employees that is ineligible tomake a deferral election after having made a deferral election, the election will nevertheless beeffected. If the Company pays an amount that it reasonably believes is or may be held to be a“substitute payment,” within the meaning of Treas. Reg. Sec. 1.409A-1(b)(9), for an amount thatwould have been deferred pursuant to the foregoing, that substitute payment also will be deferredaccording to the participant’s election.B. **Initial Election of Distribution Schedule***1. Timing of Election*     The participant must elect an initial distribution schedule when making the initial electionpursuant to III.A. above.*2. Distribution Schedule*     A participant may elect to have payments begin (a) in a particular year (whether or notemployment has then ended) or (b) in the year following the participant’s “Separation from Service”as defined below, or (c) up to 15 years subsequent to the participant’s Separation from Service.Separation from Service means Separation from Service as defined in Treas. Reg. Sec. 1.409A-1(h) orany successor thereto and includes but is not limited to: retirement; separation due to lack ofwork; voluntary resignation; or involuntary termination of employment. It does not includetermination of service due to death or commencement of employment with a joint venture (asdescribed below). A participant may elect a lump sum or a schedule of annual installments, up to amaximum of 15 annual installments.*3. Manner of Elections*     All elections under the Program shall be made with the Program’s designated recordkeeper (the“Recordkeeper”) in the manner and in accordance with the process approved by the Company’s head ofHuman Resources Department from time to time.
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*4. Default Designation*     Where a Participant’s initial election of a distribution schedule is for any reason unclear tothe Company (including but not limited to where a Participant failed to elect when amounts will bedistributed), the Participant shall be deemed to have elected to receive distributions in the yearfollowing the year in which occurs his Separation from Service.C. **Election of Investment Alternatives**     The participant shall designate, in accordance with procedures established by the Company forsuch designation, the portion (in multiples of 1 percent) of the Deferred Compensation to beallocated to any investment alternative available under this Program.**IV. VALUATION OF DEFERRED COMPENSATION ACCOUNTS**     The Deferral Program shall offer as investment alternatives (a) a fund of Merck Common Stock and(b) Mutual Funds.A. **Merck Common Stock***1. Initial Crediting*     The amount allocated to Merck Common Stock shall be used to determine the number of full andpartial shares of Merck Common Stock which such amount would purchase at the closing price of MerckCommon Stock on the New York Stock Exchange (“NYSE”) on the date cash payments of base salary, foramounts deferred under the Base Salary Deferral Plan, or incentive awards, for amounts deferredunder the various incentive plans, would otherwise be paid to the participant (the “DeferralDate”). The Company shall credit the participant’s Deferred Compensation Account with the numberof full and partial shares of Merck Common Stock so determined. However, at no time prior to thedelivery of such shares shall any actual shares be purchased or earmarked for such Account and theparticipant shall not have any of the rights of a shareholder with respect to shares credited tohis/her Deferred Compensation Account.*2. Dividends*     The Company shall credit the Participant’s Deferred Compensation Account with the number offull and partial shares of Merck Common Stock purchasable at the closing price of Merck CommonStock on the NYSE as of the date each dividend is paid on the Common Stock, with the dividends thatwould have been paid on the number of shares credited to such Account (including pro rata dividendson 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 ofMerck Common Stock on the NYSE on the first day the NYSE is open after the request is received bythe Recordkeeper.
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*4. Distributions*     Distributions of Merck Common Stock will be valued at the closing price of Merck Common Stockon the NYSE on the Distribution Date.*5. Limitations*     Shares of Merck Common Stock to be delivered under the provisions of this Program may bedelivered by the Company from its authorized but unissued shares of Common Stock or from CommonStock held in the treasury. The Company also may, in its sole and nonreviewable discretion,purchase shares on public markets in order to make distributions under the Program.*6. Adjustments*     In the event of a reorganization, recapitalization, stock split, stock dividend, combinationof shares, merger, consolidation, rights offering or any other change in the corporate structure orshares of the Company, the number and kind of shares of Merck Common Stock available under thisProgram or credited to participants’ Deferred Compensation Accounts shall be adjusted accordingly.*7. Fair Market Value of Merck Common Stock*     For purposes of valuation of Merck Common Stock, if Merck Common Stock is no longer traded onthe NYSE, but is publicly traded on any other exchange, references to NYSE shall mean such otherexchange. If Merck Common Stock is not publicly traded and if the Committee determines that ameasurement of Merck Common Stock on any applicable date would not constitute fair market value,then the Committee shall decide on the date and method to determine fair market value, which shallbe in accord with any requirements set forth under Section 409A or any successor thereto.B. **Mutual Funds***1. Initial Crediting*     The amount allocated to each Mutual Fund shall be used to determine the number of full andpartial Mutual Fund shares that such amount would purchase at the closing net asset value of theMutual Fund shares on the Deferral Date. The Company shall credit the participant’s DeferredCompensation Account with the number of full and partial Mutual Fund shares so determined.However, no actual Mutual Fund shares shall be purchased or earmarked for such Account, nor shallthe 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 offull and partial Mutual Fund shares purchasable, at the closing net asset value of the Mutual Fundshares as of the date each dividend is paid on the Mutual Fund shares, with the dividends thatwould have been paid on the number of shares credited to such Account (including pro rata dividendson any partial share) had the shares then been owned by the participant for purposes of the abovecomputation.
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*3. Redesignations*     The value of Mutual Fund shares for purposes of redesignation shall be the net asset value ofsuch Mutual Fund at the close of business on the first day the NYSE is open after the request isreceived by the Recordkeeper.*4. Distributions*     Mutual Fund distributions will be valued based on the closing net asset value of the MutualFund shares on the Distribution Date (as defined below).*5. Adjustments*     In the event of a reorganization, recapitalization, stock split, stock dividend, combinationof shares, merger, consolidation, rights offering or any other change in the corporate structure orshares of a Mutual Fund, the number and kind of shares of that Mutual Fund credited toparticipants’ Deferred Compensation Accounts shall be adjusted accordingly.*6. Default Designation*     Where a Participant’s designation of investment alternatives is for any reason not clear(including but not limited to where a Participant failed to make such an election), the Participantshall be deemed to have designated deferrals into the life cycle, target or similar Mutual Fundwith a target date closest to the Participant’s attainment of age 65.**V. REDESIGNATION WITHIN A DEFERRED COMPENSATION ACCOUNT**A. **Basic Redesignation Rules**     A participant, or the beneficiary or legal representative of a deceased participant, mayredesignate amounts credited to a Deferred Compensation Account among the investments availableunder this Program in accordance with the following rules: *(1)* *Eligible Participants*—All Participants and beneficiaries may redesignate.  *(2)* *Frequency and Timing —*Redesignation shall be effective as of 4:00 p.m. E.T. on thefirst day the NYSE is open after the request is received by the Recordkeeper.  (3) *Amount and Extent of Redesignation*— Redesignation must be in 1% multiples of theinvestment from which redesignation is being made.  (4) *Beneficiaries or Legal Representatives —*The beneficiary or legal representative ofa deceased participant may redesignate subject to the same rules as participants.B. **Special Rules for Redesignation Into or Out of Merck Common Stock***1. Frequency and Timing*     For Section 16 Officers, redesignations may only be made into or out of Merck Common Stockduring any window period established by the Company from time-to-time. Redesignation out of MerckCommon Stock is restricted to amounts held in Merck Common Stock for longer
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than six months. Redesignation shall not be permitted to the extent the Company is aware of atransaction that the Company reasonably believes may cause a violation under Section 16 of theSecurities Exchange Act of 1934, as amended.*2. Material, Nonpublic Information*     The Committee, in its sole discretion and with advice of counsel, at any time may rescind aredesignation into or out of Merck Common Stock if such redesignation was made by a participantwho, (a) at the time of the redesignation was in the possession of material, nonpublic informationwith respect to the Company; and (b) in the Committee’s estimation benefited from such informationin 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 returnedto a status as though such redesignation had not occurred. Notwithstanding the above, theCommittee shall not rescind a redesignation if the facts were reviewed by the participant with theGeneral Counsel of the Company or a designee prior to the redesignation and if the General Counselor 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 Stockallocated to a participant’s Deferred Compensation Account in the manner provided below where aposition which a participant has taken or wishes to take is, in the opinion of the Committee, suchas would make uncertain the propriety of the participant’s having a continued interest in MerckCommon Stock. The date of conversion shall be the date of commencement of such other employment orthe date of the Committee’s action, whichever is later.     Conversion shall be from an expression of value in shares of Merck Common Stock in theparticipant’s Deferred Compensation Account to an expression of value in United States dollars inanother available investment. The value of the Merck Common Stock shall be based upon its closingprice on the NYSE on the date of conversion or if no trading took place on such day, the nextbusiness day on which trading took place. Any conversion under this paragraph shall be irrevocableand absolute.**VI. DISTRIBUTION OF DEFERRED COMPENSATION ACCOUNTS**     Distribution of Deferred Compensation Accounts shall be made in accordance with theparticipant’s distribution schedule pro rata by investment. Distributions from Merck Common Stockwill be made in shares, with cash payable for any partial share, subject to the limitations setforth in Article IV, Section A.5. For Section 16 Officers, distribution of amounts in Merck CommonStock 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 DistributionDate, i.e, the 15th day of the distribution month (or, if such day is not a businessday, the next business day) and paid as soon thereafter as practicable. Distribution months shallmean only January, April, July, and October.
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A. **Separation from Service**     *1. Distribution Commences.*     Upon a participant’s Separation from Service, Deferred Compensation Accounts will commence inaccordance with the participant’s previously elected schedule. If a participant incurs aSeparation from Service and thereafter is rehired by the Company, such rehire shall be ignored anddistributions shall commence notwithstanding such rehire; provided, however, that if theparticipant is eligible and elects to make additional deferrals, those additional deferrals may bepayable in relation to the subsequent Separation from Service.     *2. Specified Employee.*     Anything in the Program to the contrary notwithstanding, to the extent required by Section409A, distributions on account of a Separation from Service to a “Specified Employee,” as such termis defined in Section 409A, may not be made before the date which is 6 months after the date ofSeparation from Service (or, if earlier, the date of death of the employee). Where a payment wouldhave been made to a Specified Employee within such 6-month period and such payment is one of aseries of annual payments, the first payment shall be delayed as necessary and the remainingpayments shall be made according to their elected schedule notwithstanding such delay, such thattwo otherwise annual payments may be made in a single year.B. **Death**     In the event of a participant’s death, whether or not distributions have commenced pursuant toa Participant’s election, Deferred Compensation Accounts under this Program will be distributed tothe participant’s beneficiary or estate in a lump sum as soon as administratively feasible and inany event by March 15 of the year following death (except as otherwise permitted by Treas. Reg.Sec. 1.409A-3(g)(4) or any successor thereto).C. **Automatic Distribution**     Except as provided in Schedule II, if a participant incurs a Separation from Service and has aDeferred Compensation Account valued at less than $125,000 on the first Distribution Datethereafter, the Deferred Compensation Account shall be distributed in a lump sum as soon asadministratively feasible following such termination and in any event by March 15 of the yearfollowing death (except as otherwise permitted by Treas. Reg. Sec. 1.409A-3(g)(4) or any successorthereto).D. **Joint Venture Service**     A participant’s termination of employment in order to take a position with a joint venture orother business entity in which the Company shall directly or indirectly own 50 percent or more ofthe outstanding voting or other ownership interest shall not be considered a Separation fromService.E. **Hardship Distributions**     The Committee shall distribute a participant’s Deferred Compensation Account, if and to theextent a participant applies to receive a distribution due to an Unforeseeable Emergency as
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defined in Treas. Reg. Sec. 1.409A-3(i). A participant wishing a hardship distribution mustprovide the Committee or its delegate with sufficient evidence to prove compliance with Treas. Reg.Sec. 1.409A-3(i).F. **Modifications to Distribution Schedule**     After making an initial election, a participant may elect to change his or her distributionschedule from time to time, provided, however, such changes shall not be permitted if it mightreasonably be expected to cause a “plan failure” as such term is used in Section 409A of the Code.For example, except as otherwise permitted by Section 409A, no election may permit an accelerationof a distribution, or may become effective earlier than one year from the date it is made, or maypermit an additional deferral after the initial election unless it results in a deferral of atleast five additional years from the previously schedule distribution date. For purposes of thisprovision, where a participant has elected to receive a distribution as a series of payments, suchseries shall be considered a single distribution for purposes of Section 409A. Any such electionsshall be made with the Recordkeeper in the manner and in accordance with the process approved bythe Company’s’ head of Human Resources Department from time to time.**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 perinvestment. The Company may also deduct any amounts the participant owes the Company for anyreason.**VIII. BENEFICIARY DESIGNATIONS**     A participant may designate a beneficiary to receive his/her Deferred Compensation Accountupon the participant’s death. If the beneficiary predeceases the participant or if the participantdoes not name a beneficiary, the participant’s Deferred Compensation Account will be distributed tothe participant’s estate. Such designation shall be on in the format designated by the Company’s’head of Human Resources Department from time to time, and it must be received by the Company’sHuman Resources Department prior to such participant’s death to be valid.**IX. AMENDMENTS**     The Committee may amend or terminate this Program at any time. However, such amendment maynot retroactively reduce a participant’s Deferred Compensation Account.     For two years following a change in control of the Company (as such term is defined in theChange in Control Separation Benefits Plan) the material terms of the Program (including termsrelating to eligibility, benefit calculation, benefit accrual, cost to participants, subsidies andrates of employee contributions) may not be modified in a manner that is materially adverse toindividuals who participated immediately before the change in control. The Company will pay thelegal fees and expenses of any participant that prevails on his or her claim for relief in anaction regarding an impermissible amendment to the Program (other than ordinary claims forbenefits) or, if applicable, in an action regarding restrictive covenants applicable to theparticipant.
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**X. CLAIMS AND APPEALS PROCEDURE**10.1. Determination of ClaimAn Employee or his/her authorized representative may present a claim for benefits to the GlobalBenefits Leader or the successor thereto (the “Director”) or such other person as the Committee maydetermine to handle claims and appeals from the Program. The Director will make all determinationsas to the Employee’s claim for benefits under the Program. If the Director grants a claim,benefits payable under the Program will be paid to the Employee as soon as feasible thereafter. Ifthe Director denies in whole or part any claim for a benefit under the Program, he/she will furnishthe claimant with notice of the decision not later than 90 days after receipt of the claim. Ifspecial circumstances require an extension of time for processing the claim, the Director willprovide a written notice of the extension during the initial 90-day period, in which case adecision will be rendered not more than 180 days after receipt of the claim. The written noticewhich the Director will provide to every claimant who is denied a claim for benefits will set forthin a manner calculated to be understood by the claimant:     (a) the specific reason or reasons for the denial;     (b) specific reference to pertinent Program provisions on which the denial is based;     (c) a description of any additional material or information necessary for the claimant toperfect the claim and an explanation of why such material or information is necessary; and     (d) appropriate information as to the steps to be taken if the claimant wishes to submithis/her claim for review.10.2. Appeal of Denied ClaimA claimant or his/her authorized representative may request a review of the denied claim by theCommittee. Such request will be made in writing and will be presented to the Committee not morethan 60 days after receipt by the claimant of written notification of the denial of the claim. TheCommittee will render its decision on review not later than 60 days after receipt of the claimant’srequest for review, unless special circumstances require an extension of time, in which case adecision will be rendered as soon as possible but not later than 120 days after receipt of therequest for review. The decision on review will be in writing and will include specific reasonsfor the decision.10.3 ERISA Section 503It is intended that the claims procedure of the Program be administered in accordance withregulations of the Department of Labor issued under ERISA Section 503.10.4 Limitation on ActionNo action at law or in equity (an “Action”) shall be maintained by a Participant, Beneficiary orother individual, entity or party (including but not limited to a person determined to be otherthan a Participant or Beneficiary) (a “Claimant”) against the Program, the Company, theiraffiliates, agents, fiduciaries, officers, directors, employees, successors, assigns or plans(collectively, the “Program Group”) unless (a) the Claimant has presented every basis or argumentin support of the Action (a “Claim”) in strict accordance with both Sections 6.1 and 6.2 whichClaim is denied in whole or in part and (b) unless the Action is commenced no later than one yearafter the date the Company provides notice of the adverse decision pursuant to Section 6.2. Wherethe
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Company puts the Claimant on notice of the Company’s or Program’s intention with respect to thebasis or argument in support of the Action, the Claimant must commence the process described inSection 10.1 within one year of such notice. A “Claim” includes but is not limited to a claim forbenefits and a purported or actual fiduciary breach by any member of the Program Group. Thelimitation of Action may only be tolled by a writing executed by the Director.**XI. DOMESTIC RELATIONS ORDERS**     Notwithstanding any other provision of this Program to the contrary, the creation, assignmentor recognition of a right to any benefit payable with respect to a Participant pursuant to a“domestic relations order” (as hereinafter defined) is not prohibited. In the event a right to abenefit hereunder is established pursuant to a domestic relations order, any benefit otherwisepayable to the Participant or his/her beneficiary hereunder shall be appropriately reduced toreflect the effect of the qualified domestic relations order. For purposes of the Program,“Alternate Payee” means a person who would be an alternate payee under Section 414(p)(8) of theCode if the Program were subject to Section 401(a) of the Code. A “domestic relations order” shallmean any judgment, decree or order, including the approval of a property settlement agreement,provided that:          (a) the order relates to the provision of child support, alimony or marital property rightsand is made pursuant to state domestic relations or community property laws;          (b) the order creates or recognizes the existence of an Alternate Payee’s right to receiveall or a portion of the Participant’s Account Balance;          (c) the order specifies the name and last known mailing address of the Participant and eachAlternate Payee covered by the order;          (d) the order precisely and unambiguously specifies the amount or percentage of theParticipant’s Account Balance to be paid to each Alternate Payee or the manner in which the amountor percentage is to be determined;          (e) the order clearly specifies that it applies to this Program;          (f) the order does not require this Program to provide any type of benefits or form ofbenefits not otherwise provided under this Program;          (g) the order provides that the Alternate Payee shall receive his or her interest in theProgram in a lump sum as soon as administratively feasible following determination by the Company’slegal department (or its delegate) that the order satisfies the requirements of this Article.
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**SCHEDULE I****DEFERRAL PROGRAM INVESTMENT ALTERNATIVES****“**Mutual Funds” shall mean all of the same investment alternatives offered under the Merck & Co.,Inc. Employee Savings and Security Plan as in effect from time to time, excluding participant loansand Merck Common Stock.The Merck Common Stock fund offered under the Deferral Program shall be measured as if it wereinvested 100% in Merck Common Stock with dividends reinvested in additional shares of Merck CommonStock.
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**SCHEDULE II****SPECIAL PROVISIONS APPLICABLE TO**