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Exhibit 10.12
 MERCK & CO., INC.
 SPECIAL SEPARATION PROGRAM
 FOR
 SEPARATED RETIREMENT ELIGIBLE EMPLOYEES
 Eligible Employees: Employees of Merck & Co., Inc. who are not subject to a collective bargaining
agreement and:
 (1) who experience a Separation From Service (as defined in the Separation Benefits Plan) on or
between November 1, 2005 and December 31, 2008; and
 (2) who on the Separation Date are
 
    
    at least age 55 with at least 10 years of Credited Service; or
    
    at least age 65
 Effective Date: As of January 2, 2008




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http://humres.merck.com/benefit/about_benefits_book.html www.merck.com/benefits
    
    
    at least age 55 and have at least 10 years of Credited Service (as defined in the
Retirement Plan); or
    
    at least age 65.
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Advance Notice or Pay in Lieu of Notice
  Special Separation Program
  
    
    Separation Pay
    
    Outplacement Services
    
    Eligibility for continued medical and dental benefits (for employees not otherwise
eligible for retiree medical and dental benefits)
    
    Rule of 85 Transition Benefit under the Retirement Plan (for those who would have
attained it within two years of their Separation Dates)
    
    Eligibility for a special payment in lieu of an AIP/EIP bonus for the performance
year in which his or her Separation Date occurs if his or her Separation Date occurs
on or after June 30 and on or before December 31 of that performance year
    
    Eligibility for extended use of the day care center
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
    
    additional benefits offered under the Special Separation Program that are not described in the
Separation Plan SPD:
 O
    
    eligibility for the Rule of 85 Transition Benefit under the Retirement PlanO
    
    eligibility for continued medical and dental benefits for employees who are
not otherwise eligible for retiree medical and dental benefits; andO
    
    eligibility for extended use of the day care center, if applicable.
 
    
    benefits for those Separated Retirement Eligible Employees who do not sign, or 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 regard
to whether they sign the Separation Letter.
 Retirement Plan  Rule of 85 Transition Benefit
 If You Do Not Sign the Separation Letter
  Death.
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Payments not Compensation for Retirement Plan
  Special Separation Program  Rule of 85 Transition Benefit  If You Sign the Separation Letter
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Split Election
 Medical (including Prescription Drug) and Dental
 If You Are Eligible For Retiree Healthcare Benefits under the Current Terms of the Merck Medical
and Dental Plans
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Note that only those eligible dependents who are your Dependents of Record as of your Retiree
Healthcare Commencement Date can be eligible for dependent coverage under your retiree healthcare
coverage.
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
    
    will have the number of points that is the sum of his/her age and years of adjusted
service as recorded on the Companys records as of his/her Separation Date; and
    
    will pay premiums for medical coverage in accordance with the premium schedule
applicable to the Rule of 92 in effect on his/her Retiree Healthcare Commencement
Date, as the premium schedule may be amended from time to time.
   
    
    will have the number of points that is the sum of his/her age and years of adjusted
service 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 of
his/her Separation Date; and
    
    will pay premiums for medical coverage in accordance with the premium schedule for
the Rule of 92 or the Rule of 88, as applicable, in effect on his/her Retiree
Healthcare Commencement Date, as the premium schedule may be amended from time to
time.
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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 in
service since January 1, 2003, and (iii) have at least 10 years of Credited Service (as
defined 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 not
had a break in service since April 1, 2002, and (iv) have 10 years of Credited Service (as
defined 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
  Special Separation Program  If You Are Not Eligible For Retiree Healthcare Benefits and Have at
Least 9 Years of Credited Service  If You Sign the Separation Letter
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Note that only those eligible dependents who are your Dependents of Record as of your Retiree
Healthcare Commencement Date can be eligible for dependent coverage under your retiree healthcare
coverage.
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
    
    will have the number of points that is the sum of his/her age and years of adjusted
service as recorded on the Companys records as of his/her Separation Date; provided,
however, that if such sum is less than 65, then the Separated Retirement Eligible
Employee is deemed to have 65 points; and
    
    will pay premiums for medical coverage in accordance with the premium schedule
applicable to the Rule of 92 in effect on his/her Retiree Healthcare Commencement
Date, as the premium schedule may be amended from time to time..
   
    
    will have the number of points that is the sum of his/her age and years of adjusted
service 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 of
his/her Separation Date; provided, however, that if such sum is less than 65, then the
Separated Retirement Eligible Employee is deemed to have 65 points; and
    
    will pay premiums for medical coverage in accordance with the premium schedule for
the Rule of 92 or the Rule of 88, as applicable, in effect on his/her Retiree
Healthcare Commencement Date, as the premium schedule may be amended from time to
time.
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Special Separation Program  If You Are Not Eligible For Retiree Healthcare Benefits and Have Less
than 9 Years of Credited Service and You Sign the Separation Letter
   Life Insurance
 Whether you sign the Separation Letter or not
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Regular Plan
    
    Special SeparationProvisions
    
    ProgramMedical, Dental, 
Prescription Drug
    
    If eligible for
retiree healthcare
benefits you will
be treated as a
retiree w/ applicable
contributions 

If not eligible for
retiree healthcare
benefits  benefits
continue until the
end of the month
following the month
in which your
Separation Date
occurred; eligible
for COBRA afterward
    
    If eligible for
retiree healthcare
benefits  treated as
a retiree w/applicable
contributions paid by
retiree


If not eligible for
retiree healthcare
benefits  medical
and or dental
benefits continue for
the Separation Pay
Period (minimum 6
months) with
applicable
contributions
deducted from
Separation Pay;
eligible for COBRA
afterwardBasic Employee Term
Life Insurance (new
format-maximum 1x
base pay; Old format
2x base pay)
    
    Treated as a retiree
    
    Treated as a retireeOptional Employee 
Group Term Life, 
Dependent Life, 
Survivor Income
    
    Treated as a retiree
 You can continue
coverage at your cost
up to age 65
    
    Treated as a retiree
 You can continue
coverage at your cost
up to age 65AD&D
    
    No coverage
    
    No coverage
 Annual Incentive Program/Executive Incentive Program (AIP/EIP)
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If Your Separation Date occurs between January 1 and the time AIP/EIP bonuses are paid for a year
  If Your Separation Date occurs between the time AIP/EIP bonuses are paid for a year and June 30
  If Your Separation Date occurs after June 30 and on or before December 31
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Merck On-Site Day Care Centers
  OTHER BENEFITS AND PROGRAMS
 Stock Options, Restricted Stock Units and Performance Stock Units
  Outstanding Stock Options, RSUs and PSUs
  Whether you sign the Separation Letter or not IT IS YOUR RESPONSIBILTY TO FAMILIARIZE
YOURSELF WITH THE TERMS OF INDIVIDUAL GRANTS
 Retirement Provisions
 Stock Options
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th
     RSUs
  PSUs
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Dependent Care Reimbursement Account
 th
 Financial Engines
  Financial Planning
  Flexible Benefits Program
  Health Care Reimbursement Account
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Long Term Care
  Long Term Disability
  Savings Plan
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Short Term Disability
  Travel Accident
  Vacation Pay
  Vision
  * * *
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The Special Separation Program described here currently is scheduled to be in effect for
Separations From Service that occur from November 1, 2005 through December 31, 2008. Merck retains
the right (to the extent permitted by law) to amend or terminate the Special Separation Program and
any benefit or plan described in this brochure (or otherwise) at any time. However, following a
change in control of Merck (as defined in the Change in Control Separation Benefits Plan), certain
limitations apply to Mercks ability to amend or terminate this and other benefit plans. In
addition, an employee whose employment is terminated without cause within two years following a
change in control will also be entitled to receive the retirement bridge as provided in the Change
in Control Separation Benefits Plan.
 While it has no current intention to do so, Merck also may extend, decrease or enhance, the Special
Separation Program in the future. If you sign and return the Separation Letter by the Separation
Letter Return Date, any later amendment or termination will not decrease or increase the amount of
Separation Pay you are eligible to receive under the Special Separation Program.
 Notwithstanding anything in the Special Separation Program to the contrary, benefits under the
Program that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, will be
adjusted to avoid the excise tax under Section 409A. Merck will take any and all steps it
determines are necessary, in its sole and absolute discretion, to adjust benefits under the Special
Separation Program to avoid the excise tax under Section 409A, including but not limited to,
reducing or eliminating benefits, changing the time or form of payment of benefits, etc.
 Payments generally may not be made on account of separation from service for six months following
the termination of employment of a Specified Employee as defined in Prop. Treas. Reg. Sec.
1.409A- 1(i) or any successor thereto, which in general includes the top 50 employees of a company
ranked by compensation. Notwithstanding anything contained in the Special Separation Program to
the contrary, if a Covered Employee is a Specified Employee on his or her Separation Date, to the
extent required by Section 409A of the Internal Revenue Code of 1986, as amended, no payments will
be made to him or her prior to the first day of the sixth month following termination of
employment. Instead, amounts that would otherwise have been payable will be accumulated and paid,
without interest, as soon as administratively feasible following such six-month period.
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Glossary of Definitions
         
    
    at least age 55 and have at least 10 years of Credited Service (as defined in
the Retirement Plan) or
    
    at least age 65.
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