Annual Meeting of Shareholders of Schering-Plough Corporation Uses in Effective Date; Shareholder Approval Clause

Effective Date; Shareholder Approval from Amended and Restated

Effective Date; Shareholder Approval. The Plan was originally effective as of May 19, 2006, upon the approval of the Plan by the affirmative vote of the holders of a majority of the Shares present in person or by proxy and entitled to vote at the 2006 Annual Meeting of Shareholders of Schering-Plough Corporation. The Plan is being amended and restated effective as of the Closing Date. II. DEFINITIONS Capitalized terms used in the Plan have the following meanings, unless another definition is indicated clearly by particular usage and context. Acquired Company means any business, corporation or other entity acquired by Schering-Plough or its Affiliates (other than the Parent and Merck Shape & Dohme Corp. after the Closing Date) or Subsidiaries. Acquired Grantee means the grantee of a stock-based award of an Acquired Company. Affiliate means a corporation or other entity controlled by, controlling or under common control with Parent. Award means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to such terms, conditions, restrictions and/or limitations (if any) as the Committee may establish and set forth in the applicable Award Certificate. Awards granted under the Plan may consist of:

Effective Date; Shareholder Approval from Amended and Restated

Effective Date; Shareholder Approval. The Plan was originally effective as of May 19, 2006, subject to the approval of the Plan by the affirmative vote of the holders of a majority of the Shares present in person or by proxy and entitled to vote at the 2006 Annual Meeting of Shareholders of Schering-Plough, or any adjournment of such meeting. Any Awards granted under the Plan prior to the approval of the Plan by Schering-Ploughs shareholders, as provided herein, were contingent on such approval; if such approval is not obtained, the Plan would have had no effect, and any Awards granted under the Plan would have been rescinded. Schering-Ploughs shareholder approved the Plan at the 2006 Annual Meeting and the Plan became effective on May 19, 2006. II. DEFINITIONS Capitalized terms used in the Plan have the following meanings, unless another definition is indicated clearly by particular usage and context. Acquired Company means any business, corporation or other entity acquired by Schering-Plough or its Affiliates or Subsidiaries. Acquired Grantee means the grantee of a stock-based award of an Acquired Company. Affiliate means a corporation or other entity controlled by, controlling or under common control with Schering-Plough.

Effective Date; Shareholder Approval from Amended and Restated

Effective Date; Shareholder Approval. The Plan is effective as of May 19, 2006, subject to the approval of the Plan by the affirmative vote of the holders of a majority of the Shares present in person or by proxy and entitled to vote at the 2006 Annual Meeting of Shareholders of Schering-Plough, or any adjournment of such meeting. Any Awards granted under the Plan prior to the approval of the Plan by Schering-Ploughs shareholders, as provided herein, shall be contingent on such approval; if such approval is not obtained, the Plan shall have no effect, and any Awards granted under the Plan shall be rescinded. II. DEFINITIONS Capitalized terms used in the Plan have the following meanings, unless another definition is indicated clearly by particular usage and context. Acquired Company means any business, corporation or other entity acquired by Schering-Plough or its Affiliates or Subsidiaries. Acquired Grantee means the grantee of a stock-based award of an Acquired Company. Affiliate means a corporation or other entity controlled by, controlling or under common control with Schering-Plough. Award means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to such

Effective Date; Shareholder Approval from Amended and Restated

Effective Date; Shareholder Approval. The Plan is effective as of May 19, 2006, subject to the approval of the Plan by the affirmative vote of the holders of a majority of the Shares present in person or by proxy and entitled to vote at the 2006 Annual Meeting of Shareholders of Schering-Plough, or any adjournment of such meeting. Any Awards granted under the Plan prior to the approval of the Plan by Schering-Ploughs shareholders, as provided herein, shall be contingent on such approval; if such approval is not obtained, the Plan shall have no effect, and any Awards granted under the Plan shall be rescinded. II. DEFINITIONS Capitalized terms used in the Plan have the following meanings, unless another definition is indicated clearly by particular usage and context. Acquired Company means any business, corporation or other entity acquired by Schering-Plough or its Affiliates or Subsidiaries. Acquired Grantee means the grantee of a stock-based award of an Acquired Company. Affiliate means a corporation or other entity controlled by, controlling or under common control with Schering-Plough. Award means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to such

Effective Date; Shareholder Approval from Stock Incentive Plan

Effective Date; Shareholder Approval. The Plan is effective as of May 19, 2006, subject to the approval of the Plan by the affirmative vote of the holders of a majority of the Shares present in person or by proxy and entitled to vote at the 2006 Annual Meeting of Shareholders of Schering-Plough, or any adjournment of such meeting. Any Awards granted under the Plan prior to the approval of the Plan by Schering-Ploughs shareholders, as provided herein, shall be contingent on such approval; if such approval is not obtained, the Plan shall have no effect, and any Awards granted under the Plan shall be rescinded. II. DEFINITIONS Capitalized terms used in the Plan have the following meanings, unless another definition is indicated clearly by particular usage and context. Acquired Company means any business, corporation or other entity acquired by Schering-Plough or its Affiliates or Subsidiaries. Acquired Grantee means the grantee of a stock-based award of an Acquired Company. Affiliate means a corporation or other entity controlled by, controlling or under common control with Schering-Plough. Award means any form of incentive or performance award granted under the Plan, whether singly or in combination, to a Participant by the Committee pursuant to such terms, conditions, restrictions and/or limitations (if any) as the Committee may establish and set forth in the applicable Award Certificate. Awards granted under the Plan may consist of: