LINCOLN AVENUE
RAHWAY, N.J.

April 17, 1941

Mr. Kurt Wolf
Colonial Hotel
81st Street and Columbus Avenue
New York, New York

My dear Kurt:

I cannot tell you with what pleasure
and relief I heard of your safety on this side of
the ocean. I regret exceedingly that the death of
my father-in-law has prevented an earlier meeting,
but, as you can understand, things are very much up-
set at home. The first time I get into New York, which
I hope will be early next week, I will telephone you
and arrange to meet with you and to meet your good wife.
Naturally I am anxious to hear how things are going on
the other side with my relatives. I have heard from
them, but their letters are always weeks under way and
really tell nothing - except one from Elizabeth, who
found the means to communicate some of her thoughts to
me quite clearly between the lines.

I am looking forward to seeing you, which
I hope will not be too long delayed.

With warmest regards from all of us,

GWM:DLR

P.S. I saw Mother yesterday and she asked me to tell
you how sorry she is that her health does not permit
her to invite you out to see her, but she is hopeful
that her physicians will allow it soon.

LINCOLN AVENUE
RAHWAY, N.J.

September 5, 1941

Dear Kurt:

I had a thought this morning prompted by
your expression of interest in printing arts, the
result of which was that I called up Mr. Max Geffen,
Select Printing Co., 50 Rockefeller Plaza, New York.
This company does some of the finest printing of
high-class advertising literature in this country.
I told him something of you and your interests, the
result of which was the enclosed letter of intro-
duction. He looks forward to meeting you and show-
ing you what he is doing, and will be very glad to talk
with you about your Wine Anthology.

I have written to Mr. Harold Hoskins in Washington
inquiring whether he is likely to be in New York soon
so that you and he can get together on this last subject.

It was so nice to see you again. Let me know
as soon as you are settled on Washington Square. It
will then be only the matter of a few steps for
you to stroll down to 161 Sixth Avenue, the corner
of Spring Street, and pick me up for lunch some day
when I am in New York.

My best to all three of you.

Mr. Kurt Wolf
700 Madison Avenue
New York, N. Y.

P. S. I will let you know when I hear from Mr. Hoskins.

Kurt Wolff

41 Washington Square

Gramercy 7 - 1918

den 19. Februar 1942

Lieber George,

ich dank Dir sehr für das freundliche
Interesse, das Du meinen Mitteilungen entgegenbrachtest
und die grundsätzliche Bereitschaft, mir zu helfen, damit
ich diese erste und einzige Chance, die sich mir hier
bietet, wahrnehmen kann.

Hier schicke ich Dir ein kleines Exposé mit
Anlagen, aus denen Du die Rentabilitätsberechnung eict
ersehen kannst.

Die beigefügten Zifferntabellen sind natürlich
nur schematisch und abstrakt - aber durchaus exakt. Sie
basieren einerseits auf den heutigen Druck-Papier-Einband-
Preisen, anderseits auf den Rabatt- und Zahlungsverhält-
nissen des hiesigen Marktes.

Ich bin hinsichtlich der Absatzchancen wesent-
lich optimistischer als es die Tabellen zeigen, die auf
nur sehr bescheidenen Auflageziffern und beruhen und
Neuauflagen überhaupt nicht berücksichtigen. (Neudrucke
rechnen sich aber natürlich viel besser.)

Ich füge auch den Brief meines Cambridger
Freundes bei, den ich zurückerbitte.

Hoffentlich höre ich recht bald von Dir.

Du hast eine anstrengende Reise hinter Dir,
ich hoffe aber, daß Serena und Du von der improvisierten
Hochzeitsfeier befriedigt wart und daß Ihr zur Schwieger-
tochter von Herzen JA sagen konntet.

Schöne Grüße den Deinen. Dankbar und herzlich
Dein alter

LINCOLN AVENUE
RAHWAY, N.J.

February 20th, 1942.

My dear Mr. Wolf:

In accordance with your request I am
returning to you herewith the draft of the charter for
the publishing firm. I am very sorry that Mr. Merck
has not had an opportunity to read it, but he was
anxious for you to have it for your meeting this after-
noon.

If you can conveniently do so, may I
suggest that you mail it tonight to Mr. Merck's home,
special delivery (the address is Prospect Avenue, West
Orange, New Jersey), as he expects to be home at
least part of the week-end and can undoubtedly find a
chance to read it then.

Mr. Kurt Wolff,
41 Washington Square,
New York City.

PRESERVATION PHOTOCOPY: ORIGINAL MATERIAL RESTRICTED

Kurt Wolff

41, Washington Square

New York City

March 20th, 1942

Dear George,

Thank you for returning the draft of the
charter of Pantheon Books, Inc.

As to your question concerning the division
of the 300 preferred and the 200 common shares, and of
how much will be retained in the treasury, I hope the
following schedule will make this quite clear :

|                       | Pfd. | Com. |
|-----------------------|------|------|
| Schabert (Faber du Faur)| 75   | 37,5  |
| Merck                 | 38   | 19,0  |
| Weinberg              | 37   | 18,5  |
| Neisser               | 10   | 5,0   |
|                       | ---  | ---   |
|                       | 160  | 80,0  |
| Kurt Wolff            |      | 80,0  |
| Total                 | 160  | 160,0 |
| Total Authorized      | 300  | 200,0 |
| Unissued             | 140  | 40,0  |

I am very busy with the preparation of our
books and have to meet a tremendous amount of people.
I hope to tell you about all this one day. We both would
be delighted to see you again. I very much hope that aunt
Rickel is feeling quite well again. Do give her my love.

Yours,

Mr. George Merck
161 Sixth Avenue
New York City

September 25, 1945

Dear George,

Our first Pantheon catalogue is just off the press, and though
you will have no time to read any of the books, I hope you
will glance through this. We have made great efforts to build
up a respectable list, so as to establish Pantheon in the eyes
of trade and public. Most of the books will come out by the
end of October and November, and I hope with fair success.

I still do not know how we managed, with our extremely limited
capital, to turn out quite a substantial amount of books this
year, but it had to be done. The only draw-back is that I have
not been able to take out anything for myself as salary, as we
have put the capital entirely into the books. It will take some
time until we get the sales return, and that is why I write today
to ask whether you would still be willing, as you offered so
kindly in January 28th, to lend me personally $ 1,250.00, in order
to tide me over the coming months and fill the gap between production
outlay and sales returns. If you could do this, please let me know
your terms as to interest, length of loan, etc.

This would not have been necessary if the war had not forced me
to put a great proportion of the capital into paper stock, and
if production cost had not risen to such an extent.

As it is, I had much rather have a personal loan from you than
ask for credit for the Company, and I hope you will understand this.
Pantheon has fared quite nicely up to now and I hope will do well
in the future, particularly now with the Mellon combination I told
you about.

Please let me have a word about this when you have a moment to think
it over. And forgive my bothering you -

I hope everybody in the family is fine, and you yourself are not too
overwhelmed with work and still feel like a human being from time to
time. My special regards to Serena.

Yours,

161 SIXTH AVENUE
NEW YORK CITY

October 19th, 1943.

Dear Mr. Wolff:

When I returned yesterday from vacation,
I found a note from Mr. Merck in connection with your
letter of October 7th that he would be prepared to send
you a check the end of next week for the amount you
wish, on the terms outlined in your letter.

/EK/N

November 15, 1944

Mr. George Merk,
161 Sixth Avenue,
New York, 13, N.Y.

Dear George,

Many thanks for your good letter of November 8.
I am happy to have you say that you, preferto be Pantheon's
partner rather than it's creditor and we therefore will
issue you additional stock. This means that for the
$1,250 which we were carrying as a loan we will add 12½ shares
of preferred and 6¼ shares of common to your present holdings,
thereby bringing the total to 50 shares preferred and 25 shares
common. These stock certificates are being sent you under sep-
erate cover.

By the way, our preferred stock is the only voting
stock, the common is simply issued as a bonus and at the pre-
sent is carried at the nominal value in our balance sheet. We
of course hope that some day the common will show a real equity.

Our small force is hard at work. The Grimm is off
to a splendid start. You will be interested to hear that we
had an order for 1000 copies of the Munchausen from the Army.

With renewed thanks and greetings from house to
house

Sincerely yours

161 SIXTH AVENUE
NEW YORK CITY
(13)

January 16th, 1945.

Mr. Kurt Wolff,
Pantheon Books, Inc.,
41 Washington Square,
New York City.

Dear Mr. Wolff:

Mr. Merck asked me, when I sent you the enclosed check in payment of his account with Pantheon Books, to acknowledge the dividend check of $228.00 - which he received with much surprise and pleasure.

Incidentally, in making up year-end records, I find that the loan Mr. Merck made to you was to be repaid with interest at 2½%. It is not quite clear to me whether this was taken into consideration when the additional stock was issued to liquidate the loan. Can you straighten me out on this, so that I can be sure my accounts are in order?

/EK/N
encl.

MERCK & CO., INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

April 17, 1956

To the Stockholders:

The Annual Meeting of Stockholders of Merck & Co., Inc. will be held on Tuesday, April 17, 1956, at 11:00 A. M. at the office of the Company, Lincoln Avenue, Rahway, New Jersey, for the purpose of electing seventeen directors for the ensuing year, and for transacting such other business as may properly come before the meeting or any adjournments thereof.

All stockholders of record at the close of business on March 9, 1956, the record date and time fixed by the Board of Directors, are entitled to notice of, and to vote at said meeting.

As a stockholder, it is always important to exercise your right to vote.

In order that your stock may be represented at the meeting in case you are not personally present, please sign the enclosed proxy card and return it promptly in the accompanying return envelope.

By order of the Board of Directors.

CARL M. ANDERSON,
Secretary.

Rahway, New Jersey
March 15, 1956

PROXY STATEMENT

This statement is furnished to stockholders in connection with the solicitation by the management of proxies to be used at the Annual Meeting of Stockholders of Merck & Co., Inc. to be held at the office of the Company, Lincoln Avenue, Rahway, New Jersey, on Tuesday, April 17, 1956 and at all adjournments of such meeting. The Company's Annual Report for 1955 including financial statements has been mailed to the stockholders.

The Proxy

Any stockholder giving a proxy has the power to revoke it at any time before it is voted, upon written notice to the Secretary of the Company.

The Company will bear the costs of solicitation of proxies. In addition to the use of the mails, proxies may be solicited by directors, officers and regular employees of the Company, personally, by telephone, telegraph and mail, from or through registered holders and nominees, and others, acting as principals and as intermediaries. The Company may also reimburse persons holding stock in their names or those of their nominees for their reasonable expenses in sending proxies and proxy material to their principals.

MATTERS TO COME BEFORE THE ANNUAL MEETING
ELECTION OF DIRECTORS

The number of directors to be elected at the meeting is seventeen, each to serve for one year until the next annual election or until a qualified successor is elected. It is the intention of the persons named in the accompanying form of proxy to vote the proxies for the election of the nominees hereinafter named, all of whom are at present serving as directors of the Company.

Information with Respect to Nominees

<table><thead><tr><th>Name of Nominee</th><th>Principal Occupation or Employment</th><th>Year First Elected a Director of the Company or Predecessor Company</th><th>Number of Shares of Stock of Company Owned Beneficially as of February 2, 1956(a)</th></tr></thead><tbody><tr><td>Vannevar Bush</td><td>Member of the Corporation, Massachusetts Institute of Technology, Cambridge, Mass.</td><td>1949</td><td>1,000 Common<br>20 $4.00 Pfd.</td></tr><tr><td>John T. Connor</td><td>President of Merck & Co., Inc.</td><td>1955</td><td>150 Common</td></tr><tr><td>George S. Currie</td><td>Member of McDonald, Currie & Co., Montreal, Canada, Chartered Accountants</td><td>1951</td><td>75 Common</td></tr><tr><td>William L. Dempsey</td><td>Partner, Drexel & Co., Philadelphia, Pa., Investment Bankers</td><td>1939</td><td>4,000 Common</td></tr><tr><td>Charles D. Dickey</td><td>Chairman of the Executive Committee of J. P. Morgan & Co. Incorporated, New York, N. Y., Bankers</td><td>1929</td><td>7,225 Common</td></tr><tr><td>Henry W. Gadsden</td><td>Executive Vice President of Merck & Co., Inc.</td><td>1952</td><td>500 Common</td></tr><tr><td>Charles S. Garland</td><td>Partner, Alex. Brown & Sons, Baltimore, Md., Investment Bankers</td><td>1940</td><td>1,020 Common</td></tr><tr><td>Edward H. Green</td><td>Member of Law Firm of Sullivan & Cromwell, New York, N. Y.</td><td>1919</td><td>30,000 Common(b)<br>100 $4.00 Pfd.</td></tr><tr><td>Henry W. Johnstone</td><td>Senior Vice President of Merck & Co., Inc.</td><td>1945</td><td>1,050 Common<br>35 $4.00 Pfd.</td></tr><tr><td>James J. Kerrigan</td><td>Chairman of the Executive Committee of the Board of Merck & Co., Inc.</td><td>1925(c)</td><td>4,319 Common<br>4 $3.50 Pfd.</td></tr><tr><td>George W. Merck</td><td>Chairman of the Board of Merck & Co., Inc.</td><td>1916</td><td>620,852 Common(b)</td></tr></tbody></table>

2

Of the officers and directors named in the foregoing table the following have employment contracts with the Company which provide for remuneration payments at the following rates per annum: Mr. Dempsey, $45,000 until May 1, 1956 and thereafter $26,666 through July 31, 1959; Mr. Johnstone at an amount to be determined by the Board depending upon the amount of time he devotes to the services of the Company, but not more than $78,000 nor less than $27,750 per annum until December 31, 1957; Mr. Kerrigan, $100,000 until February 1, 1959; Mr. Sharp, $48,000 until December 31, 1958; Mr. Zinsser, $35,000 until August 31, 1959.

The contracts of Messrs. Dempsey, Johnstone, Kerrigan, Sharp and Zinsser further provide that the persons named will receive respectively, $20,000, $15,000, $30,000, $11,000 and $20,000 per year for a period of ten years after normal retirement date, in addition to such benefits as they may receive under the plan for retirement income in which each is enrolled. During such ten year period each person named agrees to act as a consultant and not to compete with the Company, and Messrs. Johnstone, Kerrigan and Zinsser agree to serve as directors if elected.

One officer not named in the foregoing table will receive, under an employment contract with the Company, remuneration at the rate of $50,000 per year until March 1, 1960, the date of his retirement, and thereafter an additional pension payment of $500 per month for life.

Each of the above employment contracts provides for reduced payments in the event that the officers are incapacitated prior to retirement.

Since January 1, 1955, pursuant to the Company's Stock Option Plan, the Company has granted to various officers and directors of the Company options to purchase 22,400 shares of Common Stock of the Company at $26.75 per share. Out of this total Messrs. Connor and Gadsden received 6,500 shares and 5,000 shares respectively. The options were granted on December 20, 1955 and the option price of $26.75 is at least 95% of the market value of Common Stock on that date, as determined by transactions on the New York Stock Exchange, where quoted prices on that date ranged from $27⅔ to $28¼ per share. Shares are purchasable in annual installments beginning December 20, 1956 and thereafter until the final expiration of the options on December 19, 1965.

Principal Holders of Voting Securities

No person, to the knowledge of the management, owned of record or beneficially on February 2, 1956 more than 10% of the outstanding voting securities of the Company.

Voting Rights and Procedures

There were outstanding as of the record date March 9, 1956, 120,000 shares of $3.50 Cumulative Preferred Stock, 244,350 shares of the $4.00 Convertible Second Preferred Stock and 9,768,838 shares of Common Stock of the Company.

The holders of each class of stock are entitled to vote for election of directors. The holders of the Common Stock and of the $4.00 Convertible Second Preferred Stock are entitled to one vote per share, with the right to cumulative voting for the election of directors. The holders of the $3.50 Cumulative Preferred Stock are entitled to six votes per share, with the right to cumulative voting for the election of directors.

It is the intention of the persons named in the accompanying form of proxy to vote such proxy for the election of the nominees listed above as directors of the Company. If necessary, they will exercise cumulative voting rights to secure the election of those nominated as directors of the Company. The proxy holders have the discretion to cast the votes in such manner and for such number of nominees as they may deem best at the meeting in order, as nearly as possible, to elect such directors.

5

July 8, 1957

Mr. George W. Merck
Wind Gap Farm
Ruppert, Vermont

Dear George,

I didn't try to make an appointment for a visit
with you over the weekend after all. We had just two
days when it would have been possible theoretically:
one day we had to keep free for a visit with Dorothy
Canfield Fisher which was quite important, and the
other day both cars of our friends were needed in order
to pick up guests in Brattleboro and drive others to
Albany. Very sorry. Perhaps we will again be in
Vermont for a few days the second half of August, and
I hope we will then have a chance to see you and that
you will not have as many guests as you had over the
Fourth of July.

To Ludwig Strecker I wrote the day after our
pleasant luncheon, and I am sending you enclosed a
carbon of my letter. By the way, I added a P.S. asking
him to try to get a couple of copies of the songbook
for you - if necessary, by advertising in one of the
trade journals for secondhand bookdealers. I will of
course keep you informed about the answer I get from
Mainz.

All good wishes for restful days in beautiful
Vermont to you and Serena from Helen and -

KW:cr

December 21, 1958

To the Excutors of
the estate of Mr. George W. Merck
40 Wall Street
Room 3420
New York, N.Y.

Gentlemen:

It is my understanding that the estate of the late Mr. Merck is
holding 50 preferred and 25 common stock of Pantheon Books Inc., at
the valuation of $12,000. I am making herewith an offer to acquire these
shares at the estate valuation. Will you please let me know whether
this offer is acceptable to you.

DRAFT

May 7, 1959

Mr. Edward H. Green, Executor
Estate of George W. Merck
48 Wall Street
New York 5, New York

Dear Mr. Green:

I am enclosing a photostatic copy of your letter to me of December 23, 1958 regarding the purchase of 50 shares of Preferred stock and 25 shares of Common stock of Pantheon Books, Inc., presently held by the Estate of George W. Merck.

For various reasons, I am assigning my rights in connection with your offer to Nathan W. Levin, Chairman of the Board of Pantheon Books, who will write you directly regarding the check for $12,000 and the delivery of the stock certificates.

I greatly appreciate your cooperation in this matter. If there is any question about this payment by Mr. Levin instead of by me, please let me know.

DRAFT

May 7, 1959

Dear Mr. Green:

Mr. Kurt Wolff has turned over to me your letter of
December 23, 1958 regarding the sale by the Executors of the Estate of George
W. Merck of 50 shares of Preferred stock and 25 shares of Common stock of
Pantheon Books, Inc. for a total of $12,000.

Mr. Wolff has written to you that he has authorized
me to act as purchaser in his place. I am, accordingly, enclosing my check
for $12,000 to the order of the Estate of George W. Merck. Will you please
issue the appropriate instructions to the City Bank Farmers Trust Company
for the delivery of the stock certificates to me at 100 Park Avenue, New York
17, New York.

If you have any questions about this transaction,
please get in touch with me. My office phone number is Oregon 9-3620.

I wonder if you remember me. I consulted with you
some twenty years ago in connection with the organization of the Adele R. Levy
Fund, Inc. At that time I had just established my office in New York for the
purpose of assisting Mrs. Levy and other members of the Rosenwald family
in the management of their financial affairs.

In any event, please accept my kindest regards

and best wishes.

Sincerely,

nwl jg