S-8

As filed with the Securities and Exchange Commission on July 29, 2004

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

MERCK & CO., INC.

(Exact Name of Issuer As Specified in Its Charter)
ONE MERCK DRIVE
P.O. BOX 100
WHITEHOUSE STATION, NEW JERSEY 08889-0100
(Address of Principal Executive Offices)

NEW JERSEY	22-1109110
(State of Incorporation)	(I.R.S. Employer Identification No.)

MERIAL 401(k) SAVINGS PLAN
(Full Title of the Plan)

CELIA A. COLBERT
Vice President, Secretary & Assistant General Counsel
MERCK & CO., INC.
P.O. Box 100
Whitehouse Station, New Jersey 08889-0100
(908) 423-1000
(Name, Address and Telephone Number of Agent for Service)

If any of the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box. x

CALCULATION OF REGISTRATION FEE

		Proposed maximum		Proposed maximum
Title of Securities to be	Amount to be	offering price per		aggregate offering		Amount of
Registered	Registered	share		price		registration fee
Common Stock
(Par Value $0.01 per share)	500,000 shares(1)	$44.82	(2)	$22,410,000	(2)		$2,840
Plan interests related to the Merial 401(k) Savings Plan	An indeterminate amount of plan interests (3)	N/A		N/A			N/A

(1) Based on an estimate of the number of shares that will be purchased pursuant to the Merial 401(k) Savings Plan. Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered such number of additional shares that may become available for purchase pursuant to such plan in the event of certain changes in the outstanding shares, including reorganizations, mergers, recapitalizations, restructurings, stock dividends, stock splits, reverse stock splits and reclassifications.

(2) The price stated above is estimated solely for the purpose of determining the registration fee and is based on the average of the high and low market prices of Merck & Co., Inc. Common Stock on July 27, 2004, as reported on the New York Stock Exchange.

(3) Pursuant to Rule 416(c) of the Securities Act, this Registration Statement covers an indeterminate amount of plan interests to be offered or sold pursuant to the Merial 401(k) Savings Plan attached as an exhibit hereto.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
CERTIFICATE
OPINION AND CONSENT OF CELIA A. COLBERT
CERTIFIED RESOLUTION
POWER OF ATTORNEY
MERIAL 401(K) SAVINGS PLAN

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents filed by the registrant (Exchange Act File No. 1-3305) with the Securities and Exchange Commission are incorporated herein by reference and made a part hereof:

(a) Annual Report on Form 10-K, filed on March 10, 2004, for the fiscal year ended December 31, 2003;

(b) Quarterly Report on Form 10-Q, filed on May 7, 2004, for the quarter ended March 31, 2004;

(c) Proxy Statement filed on March 9, 2004, for the Annual Meeting of Stockholders held on April 27, 2004; and

(d) The description of the Common Stock of the registrant set forth in the registrant’s Registration Statements pursuant to Section 12 of the Securities Exchange Act of 1934 (“Exchange Act”), and any amendment or report filed for the purpose of updating such description.

     All documents filed by the registrant pursuant to Section 13, 14 or 15(d) of the Exchange Act from the date hereof and prior to the termination of the offering of the securities offered hereby shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. An Exhibit Index can be found on page 12 of this Registration Statement.

Item 4. Description of Securities

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     The validity of the Common Stock and interests in the plan will be passed upon for the Company by Celia A. Colbert, Vice President, Secretary & Assistant General Counsel of the Company.

Item 6. Indemnification of Directors and Officers

     The New Jersey Business Corporation Act provides that a New Jersey corporation has the power to indemnify a director or officer against his or her expenses and liabilities in connection with any proceeding involving the director or officer by reason of his or her being or having been such a director or

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officer, other than a proceeding by or in the right of the corporation, if such a director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation; and with respect to any criminal proceeding, such director or officer had no reasonable cause to believe his or her conduct was unlawful.

     The indemnification and advancement of expenses shall not exclude any other rights, including the right to be indemnified against liabilities and expenses incurred in proceedings by or in the right of the corporation, to which a director or officer may be entitled under a certificate of incorporation, bylaw, agreement, vote of stockholders, or otherwise; provided that no indemnification shall be made to or on behalf of a director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts or omissions (a) were in breach of his or her duty of loyalty to the corporation or its stockholders, (b) were not in good faith or involved in a knowing violation of law or (c) resulted in receipt by the director or officer of an improper personal benefit.

     The Company’s Restated Certificate of Incorporation provides that, to the fullest extent permitted by the laws of the State of New Jersey, directors and officers of the Company shall not be personally liable to the Company or its stockholders for damages for breach of any duty owed to the Company or its stockholders, except that a director or officer shall not be relieved from liability for any breach of duty based upon an act or omission (a) in breach of such person’s duty of loyalty to the Company or its stockholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit.

     The By-Laws of the Company provide that a former, present or future director, officer or employee of the Company or the legal representative of any such director, officer or employee shall be indemnified by the Company:

     (a) against reasonable costs, disbursements and counsel fees paid or incurred where such person has been successful in the defense on the merits or otherwise of any pending, threatened or completed civil, criminal, administrative or arbitrative action, suit or proceeding, and any appeal therein and any inquiry or investigation which could lead to such action, suit or proceeding or in defense of any claim, issue or matter therein, brought by reason of such person’s being or having been such director, officer or employee, and

     (b) with respect to the defense of any such action, suit, proceeding, inquiry or investigation for which indemnification is not made under (a) above, against reasonable costs, disbursements (which shall include amounts paid in satisfaction of settlements, judgments, fines and

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penalties, exclusive, however, of any amount paid or payable to the Company) and counsel fees if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and in connection with any criminal proceedings such person also had no reasonable cause to believe the conduct was unlawful, with the determination as to whether the applicable standard of conduct was met to be made by a majority of the members of the Board of Directors (sitting as a Committee of the Board) who were not parties to such inquiry, investigation, action, suit or proceeding or by any one or more disinterested counsel to whom the question may be referred by the Board of Directors; provided, however, in connection with any proceeding by or in the right of the Company, no indemnification shall be provided as to any person adjudged by any court to be liable to the Company except as and to the extent determined by such court.

     The Company enters into indemnification agreements with its directors and officers and enters into insurance agreements on its own behalf. The indemnification agreements provide that the Company agrees to hold harmless and indemnify its directors and officers to the fullest extent authorized or permitted by the Business Corporation Act of the State of New Jersey, or any other applicable law, or by any amendment thereof or other statutory provisions authorizing or permitting such indemnification that is adopted after the date hereof. Without limiting the generality of the foregoing, the Company agrees to hold harmless and indemnify its directors and officers to the fullest extent permitted by applicable law against any and all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by its directors and officers in connection with the defense of any present or future threatened, pending or completed claim, action, suit or proceeding by reason of the fact that they were, are, shall be or shall have been a director or officer of the Company, or are or were serving, shall serve or shall have served, at the request of the Company, as director or officer of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Item 7. Exemption from Registration Claimed

     Not applicable.

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Item 8. Exhibits

Exhibit
Number	Description		Method of Filing
4.1	—	Restated Certificate of Incorporation of the registrant (September 1, 2000)	Incorporated by reference to Form 10-Q Quarterly Report for the period ended September 30, 2000
4.2	—	Certificate of Amendment of Restated Certificate of Incorporation of the registrant (effective June 10, 2004)	Filed with this Registration Statement
4.3	—	By-Laws of the registrant (as amended effective February 25, 1997)	Incorporated by reference to Form 10-Q Quarterly Report for the period ended March 31, 1997
5	—	Opinion and Consent of Celia A. Colbert, Vice President, Secretary & Assistant General Counsel of registrant	Filed with this Registration Statement
23	—	Consent of PricewaterhouseCoopers LLP	Included at Page 11 of this Registration Statement
24.1	—	Certified Resolution of Board of Directors	Filed with this Registration Statement
24.2	—	Power of Attorney	Filed with this Registration Statement
99	—	Merial 401(k) Savings Plan	Filed with this Registration Statement

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

1. (a) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

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     (b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the issuer certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Whitehouse Station and the State of New Jersey on the 29^th day of July 2004.

	MERCK & CO., INC.
By:	*
	Raymond V. Gilmartin
	Chairman of the Board, President
	& Chief Executive Officer
By:	/s/ Celia A. Colbert
	Celia A. Colbert
	Vice President, Secretary &
	Assistant General Counsel
	(Attorney-in-Fact)

* Celia A. Colbert, by signing her name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the person named, filed with the Securities and Exchange Commission as an exhibit to this document, on behalf of such person on the date stated.

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     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
*
Raymond V. Gilmartin	Chairman of the Board, President & Chief Executive Officer; Principal Executive Officer; Director	July 29, 2004
*
Judy C. Lewent	Executive Vice President, Chief Financial Officer and President, Human Health Asia; Principal Financial Officer	July 29, 2004
*
Richard C. Henriques, Jr.	Vice President, Controller; Principal Accounting Officer	July 29, 2004
*
Lawrence A. Bossidy	Director	July 29, 2004
*
William G. Bowen	Director	July 29, 2004
*
Johnnetta B. Cole	Director	July 29, 2004
*
William B. Harrison, Jr.	Director	July 29, 2004
*
William N. Kelley	Director	July 29, 2004
*
Thomas E. Shenk	Director	July 29, 2004
Anne M. Tatlock	Director

* Celia A. Colbert, by signing her name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the persons named, filed with the Securities and Exchange Commission as an exhibit to this document, on behalf of such persons, all in the capacities and on the date stated, such persons including a majority of the directors of the Company.

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*
Samuel O. Thier	Director	July 29, 2004
Wendell P. Weeks	Director
*
Peter C. Wendell	Director	July 29, 2004

* Celia A. Colbert, by signing her name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the persons named, filed with the Securities and Exchange Commission as an exhibit to this document, on behalf of such persons, all in the capacities and on the date stated, such persons including a majority of the directors of the Company.

By:	/s/ Celia A. Colbert
	Celia A. Colbert
	Vice President, Secretary & Assistant General Counsel (Attorney-in-Fact)

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     Pursuant to the requirements of the Securities Act, the administrative committee of the Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Duluth, Georgia, on this 29^th day of July, 2004.

	Merial 401(k) Savings Plan
By:	/s/ Jean Mauldin
	Jean Mauldin
	Chief Financial Officer
	/s/ Brian O’Boyle
	Brian O’Boyle
	Executive Director, HR North America

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EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 20, 2004 relating to the consolidated financial statements of Merck & Co., Inc. and its subsidiaries, which appears in the 2003 Annual Report to Stockholders, which is incorporated by reference in Merck & Co., Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003.

/s/PricewaterhouseCoopers LLP

Florham Park, New Jersey
July 27, 2004

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EXHIBIT INDEX

Exhibit
Number	Description		Method of Filing
4.1	—	Restated Certificate of Incorporation of the registrant (September 1, 2000)	Incorporated by reference to Form 10-Q Quarterly Report for the period ended September 30, 2000
4.2	—	Certificate of Amendment of Restated Certificate of Incorporation of the registrant (effective June 10, 2004)	Filed with this Registration Statement
4.3	—	By-Laws of the registrant (as amended effective February 25, 1997)	Incorporated by reference to Form 10-Q Quarterly Report for the period ended March 31, 1997
5	—	Opinion and Consent of Celia A. Colbert, Vice President, Secretary & Assistant General Counsel of registrant	Filed with this Registration Statement
23	—	Consent of PricewaterhouseCoopers LLP	Included at Page 11 of this Registration Statement
24.1	—	Certified Resolution of Board of Directors	Filed with this Registration Statement
24.2	—	Power of Attorney	Filed with this Registration Statement
99	—	Merial 401(k) Savings Plan	Filed with this Registration Statement

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EX-4.2

Exhibit 4.2

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
MERCK & CO., INC.

          Merck & Co., Inc., a New Jersey corporation, to amend its Restated Certificate of Incorporation in accordance with Section 14A:9-2(4) of the New Jersey Business Corporation Act, hereby certifies:

     FIRST: The name of the corporation is: Merck & Co., Inc.

     SECOND: To effect an amendment of the Restated Certificate of Incorporation, the first, second, and fourth paragraphs of Article VI of the Restated Certificate of Incorporation of the corporation are hereby amended as set forth below:

          1. The first paragraph of Article VI of the Restated Certificate of Incorporation is amended to read in its entirety as follows:

The number of directors of the Corporation shall be such number, not less than three, as may, from time to time, be determined in accordance with the By-Laws. The By-Laws shall prescribe the manner in which the number of directors necessary to constitute a quorum of the Board of Directors shall be determined, which number may be less than a majority of the whole Board of Directors. The By-Laws shall also prescribe the manner in which the retirement age of and other restrictions and qualifications for directors of the Corporation shall be determined. Advance notice of nomination by a stockholder for the election of directors shall be made in the manner provided in the By-Laws.

          2. The second paragraph of Article VI of the Restated Certificate of Incorporation is amended to read in its entirety as follows:

At the 2004 annual meeting of stockholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2005 annual meeting of stockholders; at the 2005 annual meeting of stockholders, the successors of the directors whose terms expire at that meeting shall be elected for a term expiring at the 2006 annual meeting of stockholders; and at each annual meeting of stockholders thereafter, the directors shall be elected for terms expiring at the next annual meeting of stockholders. Any vacancies in the Board of Directors, by reason of an increase in the number of directors or otherwise, shall be filled solely by the Board of Directors, by majority vote of the directors then in office, though less than a quorum, but any such director so elected shall hold office only until the next succeeding annual meeting of stockholders. At

such annual meeting, such director or a successor to such director shall be elected and qualified. No decrease in the number of directors shall shorten the term of any incumbent director.

          3. The fourth paragraph of Article VI of the Restated Certificate of Incorporation is amended to read in its entirety as follows:

The Board of Directors, by vote of a majority of the whole Board, may appoint from the directors an executive committee and such other committees as they may deem judicious; and to such extent as shall be provided in the resolution of the Board or in the By-Laws, may delegate to such committees all or any of the authority of the Board of Directors which may be lawfully delegated, and such committees shall have and thereupon may exercise all or any of the authority so delegated to them. The Board of Directors of the Corporation or the By-Laws may provide the number of members necessary to constitute a quorum of any committee and the number of affirmative votes necessary for action by any committee.

     THIRD: The amendment to the Restated Certificate of Incorporation set forth in Paragraph SECOND of this Certificate of Amendment of Restated Certificate of Incorporation (this “Certificate of Amendment”) was adopted by the shareholders of the corporation on April 27, 2004.

     FOURTH: The designation and number of shares of each class or series entitled to vote on the amendment to the Restated Certificate of Incorporation set forth in Paragraph SECOND of this Certificate of Amendment is as follows:

Class or Series	Number of Shares
Common Stock		2,224,499,576

     FIFTH: The number of shares of Common Stock having one vote per share voted for or against the amendment to Article VI of the Restated Certificate of Incorporation set forth in Paragraph SECOND of this Certificate of Amendment is as follows:

Class or Series	For		Against
Common Stock		1,819,528,332		42,062,845

     SIXTH: This Certificate of Amendment shall become effective upon filing.

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     IN WITNESS WHEREOF, Merck & Co., Inc. has caused its duly authorized officer to execute this Certificate of Amendment on this 2^nd day of June, 2004.

MERCK & CO., INC. Corporation Number 22-1109110
By:	/s/ Celia A. Colbert
	Name:	Celia A. Colbert
	Title:	Vice President, Secretary and Assistant General Counsel

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EX-5

EXHIBIT 5

July 29, 2004

Board of Directors
Merck & Co., Inc.
One Merck Drive
Whitehouse Station, NJ 08889-0100

Re: Merck & Co., Inc. - Common Stock

Ladies and Gentlemen:

I am the Vice President, Secretary & Assistant General Counsel of Merck & Co., Inc., a New Jersey corporation (the “Corporation”), and in such capacity have acted as counsel for the Corporation in connection with the proposed registration under the Securities Act of 1933, as amended, of up to 500,000 shares of the Common Stock, $0.01 par value (the “Shares”), of the Corporation, which may be issued by the Corporation registered pursuant to the Merial 401(k) Savings Plan (the “Plan”), or any successor plans thereto, as such plans or successor plans may be amended from time to time. I have examined such corporate records and other documents, including the Registration Statement on Form S-8 relating to the Shares, and have reviewed such matter of law as I have deemed necessary for this opinion.

I am admitted to the Bar of the State of New York. The opinions expressed herein are limited in all respects to the federal laws of the United States of America, the laws of the State of New York, and the Business Corporation Act of the State of New Jersey.

On the basis of the foregoing examination and review, I advise you that, in my opinion:

1. The Corporation is a corporation duly organized and existing under the laws of the State of New Jersey.

2. All necessary corporate action on the part of the Corporation has been taken to authorize the issuance of the Shares, and, when issued as described in the Registration Statement, the Shares will be legally and validly issued, fully paid and non-assessable.

The opinions expressed herein are rendered only to you and are solely for your benefit and may not be relied upon by any person, firm or corporation for any reason without my prior written consent.

I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

By:	/s/ Celia A. Colbert
	Celia A. Colbert

EX-24.1

EXHIBIT 24.1

CERTIFIED RESOLUTION OF
BOARD OF DIRECTORS

     I, Debra A. Bollwage, Assistant Secretary of Merck & Co., Inc. (the “Company”), a corporation duly organized and existing under the laws of the State of New Jersey, do hereby certify that the following is a true copy of a resolution adopted on July 27, 2004, at a meeting of the Directors of said Company held in the town of Whitehouse Station, State of New Jersey, duly called in accordance with the provisions of the By-Laws of said Company, and at which a quorum of Directors was present:

     RESOLVED, that the proper officers of the Company are hereby authorized and directed on behalf of the Company to prepare, execute and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement and any and all amendments thereto, and any and all exhibits and other documents relating thereto or required by law or regulation in connection therewith, for the registration under the Securities Act of 1933 of the shares of Common Stock of the Company which may be purchased under the Merial 401(k) Savings Plan (the “Plan”) together with plan interests related thereto;

     RESOLVED, that Celia A. Colbert is hereby appointed and designated the person duly authorized to receive communication and notices from the SEC with respect to such Registration Statement or any amendments thereto and as agent for service of process;

     RESOLVED, that each officer, director or employee of the Company who may be required to execute such Registration Statement or any amendments thereto (whether on behalf of the Company, or as an officer or director thereof, or by attesting the seal of the Company, or on behalf of the Plans, or otherwise) is hereby authorized to execute a power of attorney appointing Celia A. Colbert and Kenneth C. Frazier, and each of them severally, his or her true and lawful attorney or attorneys to execute in his or her name, place and stead (in any such capacity) such Registration Statement and any and all amendments thereto and any and all exhibits and other documents necessary or incidental in connection therewith, and to file the same with the SEC, each of said attorneys to have power to act with or without the other and to have full power and authority to do and perform in the name and on behalf of each of said officers, directors and employees, or any of them, as the case may be, every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any such officer, director or employee might or could do in person;

     RESOLVED, that the proper officers of the Company are hereby authorized and directed to arrange with the New York Stock Exchange and the Philadelphia Stock Exchange for the listing of the additional shares of the Common Stock of the Company to be issued in connection with the Plan; and

     RESOLVED, that the proper officers of the Company, with the advice of counsel, are hereby authorized to take any action and to execute and deliver any letters, documents, agreements or other instruments as they deem necessary, appropriate or desirable to carry out the purposes and intents of this Special Resolution.

     IN WITNESS WHEREOF, I have hereunto subscribed my signature and affixed the seal of the Company this 29^th day of July 2004.

By:	/s/ Debra A. Bollwage
	Debra A. Bollwage
	Assistant Secretary

[Corporate Seal]

- 2 -

EX-24.2

EXHIBIT 24.2

POWER OF ATTORNEY

     Each of the undersigned does hereby appoint Celia A. Colbert and Kenneth C. Frazier, and each of them severally, to be his or her true and lawful attorney or attorneys to execute on behalf of the undersigned (whether on behalf of Merck & Co., Inc., or as an officer or director thereof, or by attesting the seal of the Company, or otherwise) a Registration Statement in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Merck & Co., Inc. which may be purchased under the Merial 401(k) Savings Plan (the “Plan”) covered by this Registration Statement, including amendments thereto and all other documents in connection therewith.

     IN WITNESS WHEREOF, this instrument has been duly executed as of the 27^th day of July 2004.

	MERCK & CO., INC.
By:	/s/ Raymond V. Gilmartin
	Raymond V. Gilmartin
	Chairman of the Board, President
	& Chief Executive Officer
	(Principal Executive Officer; Director)
	/s/ Judy C. Lewent
	Judy C. Lewent
	Executive Vice President, Chief
	Financial Officer and President,
	Human Health Asia
	(Principal Financial Officer)
	/s/ Richard C. Henriques, Jr.
	Richard C. Henriques, Jr.
	Vice President, Controller
	(Principal Accounting Officer)

DIRECTORS

/s/ Lawrence A. Bossidy	/s/ Thomas E. Shenk
Lawrence A. Bossidy	Thomas E. Shenk
/s/ William G. Bowen
William G. Bowen	Anne M. Tatlock
/s/ Johnnetta B. Cole	/s/ Samuel O. Thier
Johnnetta B. Cole	Samuel O. Thier
/s/ William B. Harrison, Jr.
William B. Harrison, Jr.	Wendell P. Weeks
/s/ William N. Kelley	/s/ Peter C. Wendell
William N. Kelley	Peter C. Wendell

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EX-99

Exhibit 99

MERIAL 401(k) SAVINGS PLAN

(Amended and Restated Effective as of October 1, 2003)

THIS PAGE INTENTIONALLY BLANK

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MERIAL 401(k) SAVINGS PLAN

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
1.1	“Accounting Date”		1
1.2	“Account Balance”		1
1.3	“Annual Addition”		1
1.4	“Aventis ADRs”		1
1.5	“Beneficiary”		1
1.6	“Code”		2
1.7	“Company”		2
1.8	“Compensation”		2
1.9	“ERISA”		3
1.10	“Effective Date”		3
1.11	“Employee”		3
1.12	“Employer”		3
1.13	“Employment Commencement Date”		3
1.14	“Highly Compensated Employee”		3
1.15	“Hour of Service”		3
1.16	“Leased Employee”		3
1.17	“Matching Contribution Account”		4
1.18	“Merck Common Stock”		4
1.19	“Merck Plan”		4
1.20	“Merial Limited”		4
1.21	“Named Fiduciary”		4
1.22	“Nonforfeitable”		5
1.23	“Normal Retirement Date”		5
1.24	“Participant”		5
1.25	“Participating Employer”		5
1.26	“Plan Administrator”		5
1.27	“Plan Year”		5
1.28	“Plan”		5
1.29	“Plan Entry Dates”		5
1.30	“Retirement Committee”		5
1.31	“Rollover Contribution”		5
1.32	“Rollover Contribution Account”		5
1.33	“Salary Reduction Contribution”		5
1.34	“Salary Reduction Contribution Account”		6
1.35	“Salary Reduction Agreement”		6
1.36	“Transferred Merck Participant”		6
1.37	“Transferred Merck Benefit”		6
1.38	“Trust”		6
1.39	“Trust Fund”		6
1.40	“Trustee”		6

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		Page
1.41	“U.S. Merial/Hubbard Compensation & Benefits Committee”		6
1.42	“Voluntary Contribution Account”		6
ARTICLE II PARTICIPATION			7
2.1	Eligibility		7
2.2	Participation Upon Re-Employment		8
ARTICLE III PARTICIPANT SALARY REDUCTION			9
3.1	Salary Reduction Agreement		9
3.2	Change in Salary Reduction Rate		9
3.3	Vesting - Salary Reduction Contribution Accounts		9
3.4	Salary Reduction Contribution Limitations		10
3.5	Salary Reduction Discrimination Limitation		11
3.6	Excess Contributions		13
3.7	Catch-Up Contributions		14
ARTICLE IV EMPLOYER CONTRIBUTIONS			16
4.1	Fixed Matching Contribution		16
4.2	Limitations on Matching Contributions		16
4.3	Distribution of Excess Aggregate Contributions		18
4.4	Forfeiture of Matching Contributions		19
4.5	Employer Contributions		20
4.6	Limitation on Allocation to Participant’s Account		20
4.7	Safe Harbor Provisions		21
ARTICLE V PARTICIPANT CONTRIBUTIONS			24
5.1	Voluntary Contributions		24
5.2	Rollover Contributions		25
ARTICLE VI TERMINATION OF SERVICE			26
6.1	Normal Retirement Date		26
6.2	Participant Disability		26
6.3	Termination of Service Prior to Normal Retirement		26
6.4	Vesting - Employer Contributions		26
ARTICLE VII TIME AND METHOD OF PAYMENT OF BENEFITS			27
7.1	Time of Payment of Account Balance		27
7.2	Deferred Distribution		27
7.3	Forms of Payment		27
7.4	Payment Upon Death		28
7.5	Minimum Distribution Requirements		28
7.6	Immediate Distribution		29
ARTICLE VIII WITHDRAWALS			30
8.1	Hardship Withdrawal		30
8.2	Age 59-1/2 Withdrawals		31
8.3	In-Service Withdrawals		31
ARTICLE IX INVESTMENT OF CONTRIBUTIONS			32

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		Page
9.1	Funding Vehicle		32
9.2	Investment Funds		32
9.3	Investment Elections		32
9.4	Change in Investment Election		32
9.5	Transfers Between Funds		32
9.6	Investment of Earnings		33
9.7	Pass-Through of Voting Rights		33
9.8	Loan Funds		33
ARTICLE X LOANS			35
10.1	Loan Applications		35
10.2	Loan Terms and Conditions		35
ARTICLE XI EMPLOYER ADMINISTRATIVE PROVISIONS			38
11.1	Information to Retirement Committee		38
11.2	No Liability		38
11.3	Indemnity		38
11.4	Facility of Payment		38
11.5	Missing Recipients		39
ARTICLE XII PARTICIPANT ADMINISTRATIVE PROVISIONS			40
12.1	Beneficiary Designation		40
12.2	No Beneficiary Designation		40
12.3	Personal Date to Retirement Committee		40
12.4	Address for Notification		41
12.5	Assignment or Alienation		41
12.6	Notice of Change in Terms		41
12.7	Information Available		41
12.8	Claim for Benefits		42
12.9	Review of Claim		42
12.10	Decision After Review		42
ARTICLE XIII ADMINISTRATION OF THE PLAN			44
13.1	The U.S. Merial/Hubbard Compensation & Benefits Committee		44
13.2	The Retirement Committee		44
13.3	The Trustee		44
13.4	The Plan Administrator		44
13.5	Decision and Action of the Retirement Committee and Plan Administrator		44
13.6	Membership of the Retirement Committee		45
13.7	Officers and Meetings of the Retirement Committee		45
13.8	Procedures of the Retirement Committee		46
13.9	Actuary		46
13.10	Subcommittees, Advisors and Agents of Retirement Committee		46
13.11	Liability of the Retirement Committee		46
13.12	Expenses of the Plan; Fidelity Bond		46
13.13	Service in More Than One Capacity		47

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		Page
ARTICLE XIV FIDUCIARY DUTIES AND RESPONSIBILITIES			48
14.1	General Fiduciary Standard of Conduct		48
ARTICLE XV TOP HEAVY RULES			49
15.1	Minimum Employer Contribution		49
15.2	Additional Contribution		49
15.3	Determination of Top Heavy Status		50
15.4	Definitions		50
15.5	Modification of Top Heavy Rules		52
ARTICLE XVI EXCLUSIVE BENEFIT, AMENDMENT AND TERMINATION			54
16.1	Exclusive Benefit		54
16.2	Amendment		55
16.3	Discontinuance		56
16.4	Full Vesting on Termination		56
16.5	Merger		56
16.6	Direct Rollovers		57
16.7	Employment Not Guaranteed		58
16.8	State Law		58
ARTICLE XVII MINIMUM REQUIRED DISTRIBUTIONS			59
17.1	General Rules		59
17.2	Time and Manner of Distribution		59
17.3	Required Minimum Distributions During Participant’s Lifetime		60
17.4	Required Minimum Distributions After Participant’s Death		61
17.5	Definitions		63
APPENDIX A			66

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PREAMBLE

Effective August 1, 1997, Merck & Co., Inc. and Rhône-Poulenc entered into a joint venture with respect to their animal health business to create Merial Limited, a company limited by shares registered in England and Wales (registered number 3332751) with a registered office at 27 Knightsbridge, London SW1X 7QT, England, and domesticated in Delaware, USA as Merial LLC (“Merial”). Effective August 1, 1997, Merial assumed sponsorship of the Rhône Merieux/Select 401(k) Plan and Trust (the “Rhône Merieux Plan”), renaming the Rhône Merieux Plan the Merial 401(k) Savings Plan (the “Plan”). The Plan is hereby restated in its entirety effective as of October 1, 2003. Benefits for any Participant, or Beneficiary of such Participant, who retired, died, or terminated employment at any time prior to October 1, 2003 will be determined under the provisions of the Plan as in effect on the date of the Participant’s retirement, death, or termination, unless additional benefits are specifically provided by a subsequent amendment to the Plan. The restated Plan contained herein will apply to Participants, or Beneficiaries of such Participants, who retire, die or terminate employment at any time on or after October 1, 2003. Effective January 1, 2004, the Plan is intended to be a “safe harbor” plan pursuant to Sections 401(k)(12) and 401(m)(11) of the Code.

ARTICLE I
DEFINITIONS

     Whenever the following words and phrases appear in the Plan, they shall have the respective meaning set forth below, unless the context clearly indicates otherwise:

     1.1 “Accounting Date”. shall be the last day of the Plan Year and each other date, if any, agreed upon by the Retirement Committee and the Trustee. The fair market value of the Trust’s assets will be determined as of the Accounting Date. The Retirement Committee shall allocate the earnings and losses for a particular Plan Year to each Participant’s account in the ratio that such Account Balance bears to all Account Balances as of the Accounting Date of that Plan Year. Further, all contributions under the Plan will be allocated as of the Accounting Date.

     1.2 “Account Balance”. shall mean the aggregate of the amount in the Participant’s Salary Reduction Contribution Account, Matching Contribution Account, Voluntary Contribution Account, and Rollover Contribution Account as of any date, less any excess amounts which must be returned to the Participant in order to avoid exceeding the limitations of Article IV.

     1.3 “Annual Addition”. shall mean for any Plan Year the sum of (a) Employer contributions, (b) Employee contributions, (c) forfeitures, and (d) amounts allocated to an individual medical account, as defined in Section 415(l)(2) of the Code which is part of a pension or annuity plan maintained by the Employer, and amounts derived from contributions paid or accrued which are attributable to post-retirement medical benefits allocated to the separate account of a key employee, as defined in Section 419A(d)(3) of the Code, under a welfare benefit fund, as defined in Section 419(e) of the Code, maintained by the Employer.

     1.4 “Aventis ADRs”. shall mean American Depository Receipts representing shares of common stock in Aventis, S.A., the successor entity upon the merger of Rhône-Poulenc and Hoechst, A.G., effective December 15, 1999.

     1.5 “Beneficiary”. is a person designated by a Participant who is or may become entitled to a benefit under the Plan.

     1.6 “Code”. means the Internal Revenue Code of 1986, as amended.

     1.7 “Company”. shall mean Merial LLC.

     1.8 “Compensation”. shall mean (a) the total regular or base salary or wages received by an Employee from the Employer for services rendered to the Employer, as well as any amounts contributed by or on behalf of an Employee to a cafeteria plan or a cash or deferred arrangement which are not includible in income under Section 125, 132(f)(4) or 402(g)(3) of the Code, but excluding bonuses, commissions, and overtime pay, and (b) short-term disability benefits paid by the Employer to an Employee to the extent included in gross income. All other forms of remuneration (including, but not limited to, severance payments, bonus payments, and commission payments) made after an Employee’s termination of employment shall be excluded from Compensation. For purposes of Sections 1.8, 3.5, 4.2 and 4.6 of this Plan, “Compensation” shall mean wages within the meaning of Section 3401(a) of the Code and all other payments of compensation to an Employee for which the Employer is required to furnish a Form W-2, as well as amounts deferred pursuant to Article III and amounts contributed pursuant to a cafeteria plan as defined by Section 125 of the Code or a transportation fringe benefit plan as contemplated under Section 132(f)(4) of the Code. For purposes of the preceding sentence, Compensation shall be determined without regard to any rules under Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or services performed. A Participant’s Compensation in his or her initial year of participation in the Plan shall include only that Compensation attributable to the period during which he or she is a Participant.

     In addition to the other applicable limitations set forth in the Plan, and notwithstanding any other provision of the Plan, the annual Compensation of each Employee taken into account under the Plan shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Section 401(a)(17)(B) of the Code. Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period

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that begins with or within such calendar year. Any reference in the Plan to section 401(a)(17) of the Code shall mean the annual Compensation limit described above.

     1.9 “ERISA”. shall mean the Employee Retirement Income Security Act of 1974, as amended.

     1.10 “Effective Date”. of this Plan as originally adopted is January 1, 1989. The Effective Date of this Plan as amended and restated is October 1, 2003.

     1.11 “Employee”. shall mean any employee of the Employer or of any other employer required to be aggregated under Section 414(b), (c), (m), or (o) of the Code.

     1.12 “Employer”. shall mean the Company and any Participating Employer which adopts this Plan, as well as any predecessors or successors to the Employer.

     1.13 “Employment Commencement Date”. shall mean the date on which the Employee first performs an Hour of Service for the Employer.

     1.14 “Highly Compensated Employee”. shall mean an Employee who:

               (a) at any time during the Plan Year or the preceding year was a more than 5% owner of the Employer (applying the constructive ownership rules of Section 318 of the Code); or

               (b) for the preceding year had Compensation in excess of $90,000 (as adjusted by the Commissioner of Internal Revenue for the relevant year).

     The term “Highly Compensated Employee” also includes any former Employee who separated from service (or has a deemed separation from service, as determined under Treasury regulations) prior to the Plan Year, performs no service for the Employer during the Plan Year, and was a Highly Compensated Employee either for the separation year or any Plan Year ending on or after his or her 55th birthday. The Retirement Committee shall also have discretion to use any other definition of “Highly Compensated Employee” promulgated by the Secretary of Treasury.

     1.15 “Hour of Service”. shall mean: an hour for which an Employee is paid, or entitled to payment for the performance of duties.

     1.16 “Leased Employee”. shall mean an individual (who otherwise is not an Employee of the Employer) who, pursuant to a leasing agreement between the

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Employer and any other person, has performed services for the Employer (or for the Employer and any persons related to the Employer within the meaning of Section 414(n)(6) of the Code) on a substantially full time basis for at least one year and such services are performed under the primary direction or control of the recipient. The Plan does not treat Leased Employees as eligible to participate.

     The Plan does not treat a Leased Employee as an Employee if the leasing organization covers the employee in a safe harbor plan and, prior to application of this safe harbor plan exception, 20% or less of the Employer’s Employees (other than Highly Compensated Employees) are Leased Employees. A safe harbor plan is a money purchase pension plan providing immediate participation, full and immediate vesting, and a nonintegrated contribution formula equal to at least 10% of the employee’s compensation without regard to employment by the leasing organization on a specified date. The safe harbor plan must determine the 10% contribution on the basis of compensation as defined in Section 415(c)(3) of the Code plus contributions to a cash or deferred arrangement under Section 401(k) of the Code.

     1.17 “Matching Contribution Account”. shall mean the account maintained for a Participant to record matching contributions made by the Employer pursuant to Article IV.

     1.18 “Merck Common Stock”. shall mean shares of common stock in Merck & Co.

     1.19 “Merck Plan”. shall mean the Merck & Co., Inc. Savings and Security Plan.

     1.20 “Merial Limited”. shall mean a company limited by shares registered in England and Wales (registered number 3332751) with a registered office at 27 Knightsbridge, London SW1X 7QT, England, and domesticated in Delaware, USA as Merial LLC.

     1.21 “Named Fiduciary”. shall mean a person designated a fiduciary under this Plan.

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     1.22 “Nonforfeitable”. shall mean a Participant’s or Beneficiary’s unconditional claim, legally enforceable against the Plan, to the Participant’s Account Balance.

     1.23 “Normal Retirement Date”. shall mean the date the Participant attains the Normal Retirement Age of 65.

     1.24 “Participant”. is an Employee who is eligible to be and becomes a Participant in accordance with the provisions of Article II.

     1.25 “Participating Employer”. shall mean any member of a controlled group of corporations or trades or businesses, as defined in Sections 414(b) and (c) of the Code, of which the Company is a member and which adopts this Plan with the written consent of the Company.

     1.26 “Plan Administrator”. shall mean the person appointed by the Retirement Committee in accordance with Article XIII.

     1.27 “Plan Year”. shall mean the twelve (12) consecutive month period commencing on January 1 and ending on December 31.

     1.28 “Plan”. shall mean the Merial 401(k) Savings Plan.

     1.29 “Plan Entry Dates”. shall mean the Effective Date and any date thereafter.

     1.30 “Retirement Committee”. shall mean the Committee appointed by the U.S. Merial/Hubbard Compensation & Benefits Committee to administer this Plan pursuant to Article XIII hereof. Each Retirement Committee member is designated a Named Fiduciary under the Plan.

     1.31 “Rollover Contribution”. shall mean the contribution made by a Participant pursuant to Section 5.2 of the Plan.

     1.32 “Rollover Contribution Account”. shall mean the account maintained for a Participant to record rollover contributions made pursuant to Section 5.2 of the Plan.

     1.33 “Salary Reduction Contribution”. shall mean the amount by which the Participant elects to reduce his or her Compensation which is then contributed to the Trust by the Employer.

5

     1.34 “Salary Reduction Contribution Account”. shall mean the account maintained for a Participant to record Salary Reduction Contributions made on his or her behalf by the Employer.

     1.35 “Salary Reduction Agreement”. shall mean the agreement between the Participant and the Employer whereby the Participant directs the Employer to contribute a designated percentage of his or her Compensation to the Trust.

     1.36 “Transferred Merck Participant”. shall mean a Participant whose Account Balance includes a Transferred Merck Benefit.

     1.37 “Transferred Merck Benefit”. shall mean the account balance of a Transferred Merck Participant under the Merck Plan which is transferred to this Plan.

     1.38 “Trust”. shall mean the trust created under the Plan, known as the Merial 401(k) Savings Plan Trust.

     1.39 “Trust Fund”. shall mean all property of every kind held or acquired by the Trustee pursuant to this Plan and the Trust Agreement. Trust assets will be valued at fair market value.

     1.40 “Trustee”. shall mean the trustee appointed by the Retirement Committee pursuant to the terms of the Trust.

     1.41 “U.S. Merial/Hubbard Compensation & Benefits Committee”. shall mean the U.S. Merial/Hubbard Compensation & Benefits Committee of the Company.

     1.42 “Voluntary Contribution Account”. shall mean the account maintained for a Participant to record voluntary contributions made pursuant to Section 5.1 of the Plan.

     Wherever used herein, the singular shall include the plural and the masculine shall include the feminine and the neuter, unless the context clearly indicates otherwise.

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ARTICLE II
PARTICIPATION

     2.1 Eligibility.

               (a) Each Employee who was a Participant in the Plan on September 30, 2003 shall remain a Participant in the Plan. Each other Employee shall become a Participant in the Plan as soon as administratively feasible following the date on which he or she performs his or her first Hour of Service with the Employer and executes a Salary Reduction Agreement pursuant to Section 3.1.

               (b) Notwithstanding Section 2.1(a), any person who is a member of a collective bargaining unit is excluded from participation. If a Participant does not terminate employment but becomes a member of a collective bargaining unit, then unless the applicable collective bargaining agreement provides otherwise, during the period that such Participant is a member of a collective bargaining unit, the Retirement Committee shall limit that Participant’s sharing in the allocation of Employer contributions and Participant forfeitures, if any, under the Plan to the extent of his or her Compensation paid by the Employer for services rendered while he or she is not a member of a collective bargaining unit. However, during such period, the Participant’s Account Balance shall continue to share fully in Trust Fund earnings and losses.

     If an Employee who is not a Participant ceases to be a member of a collective bargaining unit, he or she shall participate in the Plan immediately if he or she would have been a Participant had he or she not been a member of a collective bargaining unit during his or her period of service with the Employer.

     For purposes of this Section 2.1(b), an Employee is a member of a collective bargaining unit if he or she is included in a unit of Employees covered by an agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one (1) or more employers if there is evidence that retirement benefits were the subject of good faith bargaining between such employee representatives and such employer or employers. The

7

term “employee representatives” does not include an organization of which more than one half the members are owners, officers or executives of the Employer.

               (c) Notwithstanding Section 2.1(a), any person (i) who is not on the United States payroll of the Employer, (ii) who is not a citizen of the United States and does not perform services within the United States, (iii) who is employed by Hubbard LLC, the poultry genetics division of the Company, or (iv) who is not classified as an employee of the Employer (even if a court or governmental agency later determines such person is a common law employee of the Employer), is excluded from participation. If a Participant does not terminate employment but enters into an ineligible status as described in (i), (ii) or (iii), then during such period of ineligibility, the Retirement Committee shall limit the allocation of Employer contributions and forfeitures, if any, to the Participant’s account to the allocation such Participant would be entitled to based only on Compensation paid by the Employer for services rendered while he or she is not subject to the exclusions. However, during the period of ineligibility, the Participant’s Account Balance shall continue to share fully in Trust Fund earnings and losses.

     If an Employee who is not a Participant ceases to be ineligible pursuant to (i), (ii) or (iii) above, he or she shall participate in the Plan immediately if he or she would have been a Participant had he or she not been subject to the foregoing exclusions during his or her period of service with the Employer.

     Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

     2.2 Participation Upon Re-Employment. A Participant whose employment terminates shall re-enter the Plan as a Participant on the date of his or her re-employment.

8

ARTICLE III
PARTICIPANT SALARY REDUCTION

     3.1 Salary Reduction Agreement.. A Participant may elect to enter into a Salary Reduction Agreement with the Employer which will be applicable to all payroll periods within such Plan Year after the Plan Entry Date following execution of the Salary Reduction Agreement. The terms of any such Salary Reduction Agreement shall provide that the Participant agrees to a reduction in Compensation from the Employer equal to any whole percentage from one percent (1%) to fifteen percent (15%) of his or her Compensation for each payroll period within such Plan Year; provided, however, that the total percentage of Salary Reduction Contributions made under this Section 3.1 and voluntary contributions made under Section 5.1 shall not exceed fifteen percent (15%) of a Participant’s Compensation for each payroll period within a Plan Year. A Participant who does not elect to enter into a Salary Reduction Agreement with the Employer shall continue to receive his or her entire amount of Compensation in cash.

     3.2 Change in Salary Reduction Rate. A Participant may revise or suspend his or her contributions under his or her Salary Reduction Agreement at any time by filing written advance notice of any change. Salary Reduction Agreement revisions and suspensions shall be effective as of the first day of the first pay period after such advance notice is provided. Notwithstanding the above, the Employer may decrease at any time the Salary Reduction Contribution of any Participant by any percentage, whether whole or fractional, if the Retirement Committee notifies the Employer that such decrease is necessary to ensure that the limitations of Sections 3.4, 3.5 or 4.6 are met for the Plan Year.

     3.3 Vesting - Salary Reduction Contribution Accounts. Amounts credited to a Participant’s Salary Reduction Contribution Account shall be 100% vested and Nonforfeitable at all times. The Retirement Committee shall pay all Salary Reduction Contributions over to the Trust as soon as administratively possible, but

9

in no event later than fifteen (15) business days after the close of the month in which the funds were withheld from the Participant’s Compensation.

     3.4 Salary Reduction Contribution Limitations. Notwithstanding Section 3.1 hereof, the maximum amount of Compensation a Participant is permitted to defer during any calendar year is limited to $12,000 as adjusted by the Secretary of Treasury pursuant to Section 402(g) of the Code. Any amount that cannot be credited to the Participant’s Salary Reduction Contribution Account due to the foregoing limit shall be paid to the Participant in cash. For purposes of the limitation of this Section 3.4, the amount contributed to a Participant’s Salary Reduction Contribution Account shall not include any Salary Reduction Contributions properly returned to the Participant as excess Annual Additions under Section 4.6. Notwithstanding any provision of the Plan to the contrary, no Participant shall be permitted to have elective deferrals made under this Plan, or any other qualified plan maintained by the Employer during the taxable year, in excess of the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year, except to the extent permitted under Section 3.7 of the Plan and Section 414(v) of the Code.

     If a Participant would exceed the limitation of this Section 3.4 when the amount the Participant elects to contribute to his or her Salary Reduction Contribution Account is aggregated with the amounts deferred by the Participant under other plans or arrangements described in Section 401(k), 408(k), 403(b), 457 or 501(c)(18) of the Code, the Participant may request that the Retirement Committee distribute the excess deferrals to him or her. Such excess deferrals and income or loss allocable thereto, determined in accordance with the procedure for calculating income allocable to Excess Contributions under Section 3.6, may be distributed no later than April 15 of the year following the year in which any such excess deferrals are contributed, to Participants who claim such allocable deferral contributions for the preceding calendar year. The Participant’s claim shall be in writing; shall be submitted to the Retirement Committee no later than March 1; shall specify the Participant’s deferral contribution amount for the preceding calendar year; and shall be accompanied by the Participant’s written statement that

10

if such amounts are not distributed, such deferral contributions, when added to amounts deferred under other plans or arrangements described in Section 401(k), 408(k), 403(b), 457 or 501(c)(18) of the Code, exceed the limit imposed on the Participant in accordance with the applicable provisions of the Code for the year in which the deferral occurred. To the extent the excess deferral arises under this Plan when combined with other plans of the Employer, the individual will be deemed to have notified the Retirement Committee of the excess deferral and requested distribution of the excess deferral.

     The income or loss allocable to the excess deferrals shall be the sum of (1) the amount determined by multiplying the income or loss allocable to the Participant’s accounts containing the excess deferrals for the calendar year by a fraction, the numerator of which is the excess deferrals on behalf of the Participant for the calendar year and the denominator of which is the Participant’s account balance in his or her accounts containing the excess deferrals as of the last day of the calendar year in which the excess deferrals are made without regard to any gain or loss allocable to such total amount for the calendar year; and (2) ten (10) percent of the amount determined under (1) multiplied by the number of whole calendar months between the end of the calendar year in which the excess deferrals were made and the date of distribution, counting the month of distribution if distribution occurs after the 15th day of such month. Excess deferrals shall be treated as Annual Additions, unless such amounts are distributed to the Participant no later than April 15 of the year following the year in which any such excess deferrals are contributed.

     3.5 Salary Reduction Discrimination Limitation. The Employer shall not permit a Participant to defer an amount of Compensation that would cause the Plan to not satisfy at least one of the following tests:

               (a) The Actual Deferral Percentage for the group of Highly Compensated Employees shall not exceed the Actual Deferral Percentage of all other eligible Employees multiplied by 1.25; or

               (b) The Actual Deferral Percentage for the group of Highly Compensated Employees shall not exceed the Actual Deferral Percentage for all

11

other eligible Employees multiplied by 2, provided that the Actual Deferral Percentage for the group of Highly Compensated Employees does not exceed the Actual Deferral Percentage of all other eligible Employees by more than two (2) percentage points or such lesser amount as the Secretary of the Treasury shall prescribe to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Employee.

In performing the Actual Deferral Percentage test, the “prior year” testing method shall be utilized. The Actual Deferral Percentage for a specified group of Employees for a Plan Year shall be the average of ratios (calculated separately for each Employee in such group) of (i) the amount of Salary Reduction Contributions actually paid over to the Trust on behalf of each such Employee for such Plan Year, to (ii) the Employee’s Compensation for that portion of the Plan Year during which the Employee was eligible to participate. In computing the Actual Deferral Percentage, Salary Reduction Contributions shall not include any amounts properly returned to (i) the Participant as excess Annual Additions under Section 4.6; or (ii) a Nonhighly Compensated Employee as excess deferrals under Section 3.5. The Actual Deferral Percentage for a Participant who makes no Salary Reduction Contributions during a Plan Year shall be 0%. Contributions taken into account for purposes of determining the Actual Deferral Percentage test must be made before the last day of the twelve-month period immediately following the Plan Year to which the contributions relate. In computing the Actual Deferral Percentage, the Retirement Committee may include in subparagraph (i) above, the amount of any Employer contributions which are 100% vested when made and are unavailable for withdrawal or distribution except under the same circumstances as Salary Reduction Contributions. If matching contributions are taken into account for purposes of this subparagraph (i), they must meet the requirements applicable to Employer contributions in the preceding sentence and cannot be taken into account under Section 4.2(i). In the event Salary Reduction Contributions are used to satisfy the Average Contribution Percentage test under Section 4.2, the Actual Deferral Percentage test must be satisfied both with and without inclusion of the Salary Reduction Contributions used in the Average Contribution Percentage test.

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     The Actual Deferral Percentage for any Employee who is a Highly Compensated Employee for the Plan Year and who has Salary Reduction Contributions allocated to his or her account under two or more plans of the Employer, shall be determined as if all such contributions were made under a single plan. If the above plans have different plan years, all cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement.

     In the event that this Plan satisfies the requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with this Plan, then this Section 3.5 shall be applied by determining the Actual Deferral Percentages of Participants as if all such plans were a single plan. Plans may be aggregated to satisfy Section 401(k) of the Code only if they have the same plan year.

     The Employer shall maintain records sufficient to demonstrate satisfaction of the Actual Deferral Percentage test. The determination and treatment of the Actual Deferral Percentage amounts of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

     3.6 Excess Contributions. Notwithstanding the fore-going paragraph, with respect to any Plan Year in which the salary reduction discrimination limitation of Section 3.5 is operative and Salary Reduction Contributions on behalf of Highly Compensated Employees exceed the applicable limit, the Retirement Committee shall reduce the amount of the Excess Contributions made on behalf of the Highly Compensated Employees by (a) determining the amount of Excess Contributions by each Highly Compensated Employee (in order of actual deferral percentages beginning with the highest), and (b) distributing any Excess Contributions which are determined to exist, as adjusted by the income or loss allocable to such Excess Contributions, to the affected Highly Compensated Employees (in order of highest dollar amount of Salary Reduction Contributions) no later than March 15 of the year following the Plan Year in which any such Excess Contributions are made, but in no

13

event shall such amounts be distributed later than the end of the Plan Year following the Plan Year in which such Excess Contributions were contributed.

     For purposes of Section 3.6, “Excess Contributions” shall mean, with respect to any Plan Year, the aggregate amount of Employer contributions actually taken into account in computing the Actual Deferral Percentage of the Highly Compensated Employees over the maximum amount of such contributions permitted by the Actual Deferral Percentage test. The income or loss allocable to the Excess Contributions shall be the sum of (1) the amount determined by multiplying the income or loss allocable to the Participant’s accounts containing the Excess Contributions for the Plan Year, and for the period between the end of the Plan Year and the date of distribution, by a fraction, the numerator of which is the Excess Contributions on behalf of the Participant for the Plan Year and the denominator of which is the Participant’s account balance in his or her accounts containing the Excess Contributions as of the Accounting Date of the Plan Year in which the Excess Contribution is made without regard to any gain or loss allocable to such total amount for the Plan Year; and (2) ten (10) percent of the amount determined under (1) multiplied by the number of whole calendar months between the end of the Plan Year in which the Excess Contributions were made and the date of distribution, counting the month of distribution if distribution occurs after the 15th day of such month.

     3.7 Catch-Up Contributions. All Employees who are eligible to enter into a Salary Reduction Agreement under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make “catch-up contributions” in accordance with, and subject to the limitations of, Section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. Notwithstanding any other provision of the Plan, matching

14

contributions made by the Employer under the Plan shall not apply to the catch-up contributions described in this Section 3.7.

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ARTICLE IV
EMPLOYER CONTRIBUTIONS

     4.1 Fixed Matching Contribution. The Employer shall make a matching contribution to each Participant’s Matching Contribution Account equal to 100% of a Participant’s Salary Reduction Contributions and voluntary contributions up to 3% of the Participant’s Compensation and 50% of a Participant’s Salary Reduction Contributions and voluntary contributions between 3% and 6% of the Participant’s Compensation. Matching contributions shall be made on a Participant’s Salary Reduction Contributions before they are made on a Participant’s voluntary contributions. Amounts credited to a Participant’s Matching Contribution Account shall be 100% vested and Nonforfeitable at all times. Notwithstanding the above, the Employer may decrease the matching contribution allocable to any Participant if such decrease is necessary to ensure that the limitations of Sections 4.2 and 4.6 are met for such Plan Year.

     4.2 Limitations on Matching Contributions. The Employer shall not make matching contributions to the Plan which, when aggregated with voluntary contributions made by the Participant under Section 5.01, would cause the Plan not to satisfy at least one of the following tests:

               (a) The Average Contribution Percentage for the group of Highly Compensated Employees shall not exceed the Average Contribution Percentage for all other eligible Employees multiplied by 1.25; or

               (b) The Average Contribution Percentage for the group of Highly Compensated Employees shall not exceed the Average Contribution Percentage for all other eligible Employees multiplied by 2, provided that the Average Contribution Percentage for the group of Highly Compensated Employees does not exceed the Average Contribution Percentage for all other eligible Employees by more than two (2) percentage points or such lesser amount as the Secretary of the Treasury shall prescribe to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Employee.

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In performing the Average Contribution Percentage test, the “prior year” testing method shall be utilized. For purposes of this Section, the Average Contribution Percentage for a specified group of Employees shall be the average of the ratios (calculated separately for each Employee in the group) of (i) the matching contributions under the Plan on behalf of the Employee for the Plan Year, to (ii) the Employee’s Compensation for that portion of the Plan Year during which the Employee was eligible to participate. The Average Contribution Percentage for a Participant who is not allocated a matching contribution and makes no voluntary contributions shall be 0%. For purposes of determining Contribution Percentages, Salary Reduction Contributions are considered to have been made in the Plan Year in which contributed to the Trust. Employer contributions will be considered made for a Plan Year if made no later than the end of the twelve-month period beginning on the day after the close of the Plan Year. In computing Contribution Percentages, the Retirement Committee may include in subparagraph (i) above, Salary Reduction Contributions, except for Salary Reduction Contributions which are properly distributed as excess Annual Additions under Section 4.6.

     In computing Contribution Percentages, the Retirement Committee shall not include matching contributions that are forfeited either to correct Excess Aggregate Contributions under Section 4.3 or because the contributions to which the matching contributions relate are excess deferrals under Section 3.4, Excess Contributions under Section 3.6 or Excess Aggregate Contributions under Section 4.3.

     The Contribution Percentage for any Employee who is a Highly Compensated Employee for the Plan Year and who has matching contributions allocated to his or her account under two or more plans of the Employer shall be determined as if all such contributions were made under a single plan. If the above plans have different plan years, the plans ending with or within the same calendar year shall be treated as a single plan.

     In the event that this Plan satisfies the requirements of Section 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Section 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with this Plan, then this Section 4.2 shall be

17

applied by determining the Contribution Percentages of Employees as if all such plans were a single plan. Plans may be aggregated in order to satisfy Section 401(m) of the Code only if they have the same Plan Year.

     The determination and treatment of the Contribution Percentage of any Employee shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. The Employer shall maintain records sufficient to demonstrate satisfaction of the Average Contribution Percentage test.

     4.3 Distribution of Excess Aggregate Contributions. To the extent that Section 4.2 of this Plan is operative and the limitations therein are not satisfied for a given Plan Year, Excess Aggregate Contributions and income allocable thereto shall be distributed no later than March 15 of the Plan Year following the Plan Year in which any such Excess Aggregate Contribution were made, but in no event shall the Excess Aggregate Contributions be distributed later than the last day of the Plan Year following the Plan Year in which the contributions giving rise to the Excess Aggregate Contributions were allocated. If Excess Aggregate Contributions are distributed more than 2 1/2 months after the last day of the Plan Year in which such excess amounts arose, a ten (10) percent excise tax will be imposed on the Employer maintaining the Plan with respect to those amounts. Excess Aggregate Contributions shall be treated as Annual Additions under the Plan.

     For purposes of Section 4.3, “Excess Aggregate Contributions” shall mean, with respect to any Plan Year, the excess of the aggregate Contribution Percentage amounts taken into account in computing the numerator of the Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan Year, over the maximum Contribution Percentage amounts permitted by the Average Contribution Percentage test. Excess Aggregate Contributions shall be reduced by (a) determining the amount of Excess Aggregate Contributions by each Highly Compensated Employee (in order of Contribution Percentages beginning with the highest); and (b) distributing any Excess Aggregate Contributions which are determined to exist to the affected Highly Compensated Employees (in order of highest dollar amount of Salary Reduction Contributions). Such determination shall be made after first determining Excess Contributions pursuant to Section 3.6 and

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then determining Excess Aggregate Contributions pursuant to this Section 4.3. The Excess Aggregate Contributions to be distributed to a Participant shall be adjusted by the income or loss allocable to such Excess Aggregate Contribution. The income or loss allocable to the Excess Aggregate Contributions shall be the sum of (1) the amount determined by multiplying the income or loss allocable to the Participant’s accounts containing the excess amounts for the Plan Year, and for the period between the end of the Plan Year and the date of distribution, by a fraction, the numerator of which is the Excess Aggregate Contributions on behalf of the Participant for the Plan Year and the denominator of which is the Participant’s account balance in the accounts containing the excess amounts as of the Accounting Date of the Plan Year in which the Excess Aggregate Contribution is made without regard to any gain or loss allocable to such total amount for the Plan Year; and (2) ten (10) percent of the amount determined under (1) multiplied by the number of whole calendar months between the end of the Plan Year in which the Excess Aggregate Contributions were made and the date of distribution, counting the date of distribution if distribution occurs after the 15th day of such month.

     4.4 Forfeiture of Matching Contributions. In order to satisfy Section 4.2, the Retirement Committee, in its discretion, may forfeit non-vested matching contributions and the income allocable thereto in lieu of distributing Excess Aggregate Contributions. In the event a matching contribution relates to an excess deferral under Section 3.4, or an Excess Contribution under Section 3.6, the matching contribution and income allocable thereto shall be forfeited. The income allocable to a matching contribution shall be determined in accordance with the procedure for determining income allocable to Excess Aggregate Contributions set forth in Section 4.3. Forfeited matching contributions and the income allocable thereto shall be applied to reduce the Employer’s matching contribution obligation as of the last day of the month following the date on which the forfeiture occurs. The forfeited amounts are treated as Annual Additions under the Plan for both those Participants to whose Accounts such amounts are reallocated as well as for those Participants from whose Accounts the amounts are forfeited. Matching

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contributions shall be administered in accordance with Section 401(a)(4) of the Code.

     4.5 Employer Contributions. This Plan is intended to be a profit sharing plan to which Employer contributions shall be made without regard to current or accumulated profits. All contributions by the Employer shall be paid to the Trustee not later than the time prescribed by law for filing the federal income tax return of the Employer, including any extensions which have been granted for the filing of such return.

     4.6 Limitation on Allocation to Participant’s Account. If an Employee does not and has not ever received an allocation of Annual Additions as defined in 1.3(d), the amount of Annual Additions which the Retirement Committee may allocate under this Plan on a Participant’s behalf for a Limitation Year shall not exceed the Maximum Permissible Amount. Prior to the determination of the Participant’s actual Compensation for a Limitation Year, the Retirement Committee may determine the Maximum Permissible Amount on the basis of the Participant’s estimated annual Compensation for such Limitation Year. The Retirement Committee shall make this determination on a uniform and reasonable basis for all Participants similarly situated. As soon as is administratively feasible after the end of the Limitation Year, the Retirement Committee shall determine the Maximum Permissible Amount for the Limitation Year on the basis of the Participant’s Compensation for the Limitation Year.

     If, as a result of the Retirement Committee’s estimation of the Participant’s Compensation, as a result of a forfeiture allocation, or as a result of a reasonable error in determining the amount of Salary Reduction Contributions that may be made with respect to any Participant under the limits of Section 415 of the Code, an Excess Amount exists, any Salary Reduction Contributions or nondeductible voluntary contributions will be returned to the Participant. To the extent an Excess Amount still exists, the Retirement Committee shall reduce any Employer contributions and forfeitures to the Participant’s Accounts at the end of the Limitation Year by the Excess Amount, and any remaining Excess Amount shall be carried over to the next Limitation Year. If the Participant is not covered by the

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Plan as of the end of the Limitation Year, then the Excess Amount will be allocated to the Accounts of all other Participants in the Plan for the Limitation Year before any other amounts are allocated for such Limitation Year.

     The following definitions apply to this Section only:

               (a) “Maximum Permissible Amount” - Except to the extent permitted under Section 3.7 of the Plan and Section 414(v) of the Code, the Maximum Permissible Amount that may be contributed or allocated to a Participant’s Account for any Limitation Year shall not exceed the lesser of: (a) $40,000, as adjusted for increases in the cost-of-living under Section 415(d) of the Code, or (b) 100% of the Participant’s Compensation, for the Limitation Year. The compensation limit referred to in (b) immediately above shall not apply to any contribution for medical benefits after termination of employment (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an annual addition.

               (b) “Compensation” - - Compensation as defined in Section 1.09 of the Plan.

               (c) “Employer” - - The Employer which adopts this Plan as well as any entity which must be aggregated with the Employer pursuant to Section 414(b), (c), (m), (n) or (o) of the Code.

               (d) “Excess Amount” - The excess of the Participant’s Annual Additions credited to the Participant’s Account for the Limitation Year over the Maximum Permissible Amount. Any Excess Amount shall be held in a suspense account which does not participate in the allocation of the Trust’s investment gains and losses. Excess Amounts may not be distributed to Participants or former Participants. Any Excess Amount which is allocated shall be deemed to be an Annual Addition for the Limitation Year in which it is allocated.

               (e) “Limitation Year” - The Plan Year.

     4.7 Safe Harbor Provisions. Effective January 1, 2004, the Plan is intended to be a “safe harbor” plan pursuant to Sections 401(k)(12) and 401(m)(11) of the Code. Matching contributions shall be subject to the following requirements and shall have the following effects:

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               (a) They shall be made to each Participant who makes Salary Reduction Contributions to the Plan for the Plan Year;

               (b) They shall be 100% vested at all times and are subject to the same limitations as to permitted times of distribution as are Salary Reduction Contributions;

               (c) If the conditions of Section 4.1 and this Section 4.7 are met for a Plan Year, the Plan will be deemed to have met the annual nondiscrimination testing provisions of Sections 3.5 and 4.2 for the Plan Year; and

               (d) The following notice requirements are met.

                    (1) The content of the notice must:

                         (i) be sufficiently accurate and comprehensive to inform the Participant of his rights and obligations under the Plan and be written in a manner calculated to be understood by the average Participant; and

                         (ii) describe (I) the matching contributions contribution formula used under the Plan (including a description of the levels of matching contributions, if any, available under the Plan); (II) any other contributions under the Plan and the conditions under which such contributions are made; (III) the plan to which matching contributions will be made if not to this Plan; (IV) the type and amount of compensation that may be deferred under the Plan; (V) how to make Salary Reduction Contributions, including any administrative requirements that apply to such elections; (VI) the periods available under the Plan for making Salary Reduction Contributions; and (VII) withdrawal and vesting provisions applicable to contributions under the Plan.

                    (2) The timing of the notice must meet the following requirements:

                         (i) The notice must be provided within a reasonable period before the beginning of the Plan Year. If an employee becomes eligible to participate during the Plan Year, the notice must be provided within a reasonable time before he becomes eligible. The employee must have at least 30 days after receipt of the notice in which to make or modify a deferral election.

                         (ii) The timing of the notice will be deemed to be reasonable (I) if it is given to Participants at least 30 days and no more than 90 days before the beginning of the Plan Year, or (II) if an

22

employee who becomes eligible after the notice in (I) is given receives a copy of the notice no more than 90 days before he is eligible to participate and no later than the time he is eligible to participate in the Plan.

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ARTICLE V
PARTICIPANT CONTRIBUTIONS

     5.1 Voluntary Contributions. A Participant may make nondeductible employee contributions (“voluntary contributions”) in an amount equal to any whole percentage from one percent (1%) to fifteen percent (15%) of his or her Compensation for each payroll period within such Plan Year; provided, however, that the total percentage of voluntary contributions made under this Section 5.1 and Salary Reduction contributions made under Section 3.1 shall not exceed fifteen percent (15%) of a Participant’s Compensation for each payroll period within a Plan Year. Any voluntary contributions made by a Participant will be allocated to the Participant’s Account Balance as soon as administratively possible, but in no event later than fifteen (15) business days after the close of the month in which the funds were withheld from the Participant’s Compensation. The Retirement Committee shall not accept any Participant’s voluntary contributions which when aggregated with matching contributions made on behalf of the Participant do not satisfy the nondiscrimination test set forth in Section 4.2. For purposes of Section 4.2, the Average Contribution Percentage of a Participant who is not allocated a matching contribution and does not make a voluntary contribution shall be 0%. A Participant’s voluntary contribution will be considered to have been made in the Plan Year during which it is contributed to the Trust. To the extent Section 4.2 is not satisfied, any Excess Aggregate Contributions must be returned to the Participant pursuant to Section 4.3. The Retirement Committee shall return voluntary contributions prior to returning any other Excess Aggregate Contributions. All voluntary contributions made by a Participant and income accruing thereon shall be one hundred percent (100%) vested. A separate account will be maintained to reflect voluntary contributions and income accruing thereon. All voluntary contributions made after December 31, 1986 and the income allocable thereto shall be treated as a separate contract for purposes of the distribution rules under Section 72 of the Code. The Retirement Committee shall maintain records of

24

withdrawals, contributions, earnings and losses attributable to each contract. A Participant may make a withdrawal at any time of his voluntary contributions, but not the earnings thereon. Withdrawals shall be made from pre-1987 voluntary contributions first. After the contract attributable to pre-1987 voluntary contributions is depleted, withdrawals can be made from the other contract. Voluntary contributions shall be administered in accordance with Section 401(a)(4) of the Code.

     5.2 Rollover Contributions. Any Employee, with the Retirement Committee’s consent, may contribute cash to the Trust Fund, if the contribution is a Rollover Contribution. For this purpose a Rollover Contribution means (a) a contribution by an Employee of a distribution received from the qualified plan of another employer provided the Employee makes the contribution within 60 days of his or her receipt of a distribution which satisfied the requirements of Section 402(c) of the Code; (b) a contribution by an Employee under Section 408(d)(3) of the Code of the balance in an individual retirement account or annuity which amount is attributable to a prior rollover distribution which satisfied the requirements of Section 402(c); or (c) a direct transfer of the Employee’s interest from the trustee of a qualified plan maintained by another employer. In addition to the above, a Rollover Contribution shall include, and the Plan may accept a Rollover Contribution from, (a) a qualified plan described in Section 401(a) of the Code, including after-tax employee contributions; (b) an annuity contract described in Section 403(b) of the Code, excluding after-tax employee contributions; (c) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; and (d) the portion of a distribution from an individual retirement account or annuity described in Section 408(a) or 408(b) of the Code that is eligible to be rolled over and would otherwise be includible in gross income. Before accepting a Rollover Contribution, the Retirement Committee may require the Employee to furnish satisfactory evidence that the proposed transfer is in fact a Rollover Contribution which the Code permits an Employee to make to a qualified plan. All Rollover Contributions shall be fully vested at all times.

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ARTICLE VI
TERMINATION OF SERVICE

     6.1 Normal Retirement Date. Upon reaching his or her Normal Retirement Date, a Participant shall be fully vested in his or her Account Balance. A Participant who remains employed after reaching his or her Normal Retirement Date shall continue to fully participate in this Plan. Upon termination of a Participant’s employment for any reason after Normal Retirement Date, the Retirement Committee shall direct the Trustee to commence payment of the Participant’s Account Balance to him or her (or to his or her Beneficiary if the Participant is deceased), in accordance with the provisions of Article VII no later than sixty (60) days after the close of the Plan Year in which the Participant’s employment terminates.

     6.2 Participant Disability. The Retirement Committee shall direct the Trustee to commence payment of the Participant’s Account Balance to him or her in accordance with the provisions of Article VII no later than sixty (60) days after the close of the Plan Year in which the Participant is deemed disabled. The Plan shall consider a Participant disabled on the date the Participant commences receiving benefits under the Merial Long Term Disability Plan.

     6.3 Termination of Service Prior to Normal Retirement. Upon termination of a Participant’s employment prior to Normal Retirement Date (for any reason other than death or disability), the Retirement Committee shall direct the Trustee to commence payment of the Participant’s vested Account Balance to him or her (or to his or her Beneficiary if the Participant is deceased), in accordance with the provisions of Article VII, no later than sixty (60) days after the close of the Plan Year in which the Participant’s employment terminates.

     6.4 Vesting — Employer Contributions. All Participants shall be fully and immediately vested in their Account Balances at all times.

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ARTICLE VII
TIME AND METHOD OF PAYMENT OF BENEFITS

     7.1 Time of Payment of Account Balance. Subject to Section 7.2 of the Plan, if distribution has not yet commenced pursuant to Section 6.2 or 6.3, the Retirement Committee shall direct the Trustee to commence distribution of a Participant’s Account Balance determined as of the Accounting Date occurring on or about the date of distribution as soon as practicable but no later than sixty (60) days after the close of the Plan Year in which the later of the following events occurs:

               (a) The date the Participant reaches his or her Normal Retirement Date, or

               (b) The date the Participant terminates service with the Employer. The Retirement Committee shall, however, direct the Trustee to commence distribution no later than the Participant’s required beginning date. The required beginning date for a Participant who is not a 5% owner is April 1 of the calendar year following the calendar year in which a Participant attains age 70-1/2 or retires, whichever is later; and the required beginning date for a Participant who is a 5% owner is April 1 of the calendar year following the calendar year in which the Participant attains age 70-1/2.

     7.2 Deferred Distribution. A Participant who separates from service may request that the Retirement Committee direct the Trustee to defer commencement of his or her distribution until his or her Normal Retirement Date.

     7.3 Forms of Payment. The Participant may elect one of the optional forms of payment described herein. The election of such option must be in writing, in such form as the Retirement Committee shall prescribe, signed by the Participant and filed with the Retirement Committee. The following optional forms of distribution will be available:

               (a) a lump sum payment in cash; or

27

               (b) annual installment payments in cash over a period not to exceed ten years.

Notwithstanding the preceding paragraph, a Participant may request that that portion of his or her Account Balance which is invested in Merck Common Stock or Aventis ADRs be distributed in-kind.

     7.4 Payment Upon Death. If distribution of the Participant’s Account Balance has commenced in accordance with a method selected pursuant to Section 7.3 and the Participant dies before his or her entire interest is distributed to him or her, the remaining portion of such interest shall be distributed at least as rapidly as under the method of distribution selected by the Participant as of his or her date of death.

     If a Participant dies prior to the commencement of distribution of his or her Account Balance, distribution of his or her Account Balance to his or her designated Beneficiary shall made in accordance with the provisions of Article XVII.

     If the Participant has not designated a method of distribution, the Participant’s designated Beneficiary must elect the method of distribution no later than the earlier of (1) December 31 of the calendar year in which distributions would be required to begin under this Section, or (2) December 31 of the calendar year which contains the fifth anniversary of the date of death of the Participant. If the Participant has no designated Beneficiary, or if the designated Beneficiary does not elect a method of distribution, distribution of the Participant’s entire interest must be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

     7.5 Minimum Distribution Requirements. Notwithstanding anything else to the contrary herein, the Retirement Committee may not direct the Trustee to distribute the Participant’s Nonforfeitable Account Balance, nor may the Participant elect to have the Trustee distribute his or her Account Balance over a period extending beyond the Participant’s life expectancy or over a period extending beyond the joint life and last survivor life expectancy of the Participant and his or her designated Beneficiary. The minimum distribution for a calendar year is calculated in accordance with the provisions of Article XVII.

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     7.6 Immediate Distribution. If the Participant’s Nonforfeitable Account Balance is $5,000 or less on the date of distribution, excluding Rollover Contributions, if applicable, the Retirement Committee will immediately distribute such amount to the Participant without his or her consent upon his or her termination of employment.

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ARTICLE VIII
WITHDRAWALS

     8.1 Hardship Withdrawal. If a Participant elects to withdraw all or any part of his or her Salary Reduction Contribution Account prior to the date he or she attains age 59-1/2, such withdrawal will require the consent of the Retirement Committee and such consent shall be given only if, under uniform rules of application, the Retirement Committee determines that the purpose of the withdrawal is to meet heavy and immediate financial needs of the Participant and the amount of the hardship distribution requested is necessary to satisfy the specified need. Withdrawals are permitted only for (1) payment of college or graduate school tuition and related educational fees for college or graduate school for the next 12 months for the Participant, the Participant’s spouse, children or dependents; (2) costs directly related to the purchase of a principal residence for the Participant, excluding mortgage payments; (3) payments necessary to prevent the Participant’s eviction from, or foreclosure on the mortgage of, the Participant’s principal residence; and (4) expenses for medical care, to the extent not covered by insurance, which have either been previously incurred by the Participant, the Participant’s spouse or dependents or are necessary for the Participant, the Participant’s spouse or dependents to obtain medical care. The foregoing definition of hardship may be altered by the Retirement Committee, as may the time, amount and manner of distributions under this Section, to the extent required by the Code or applicable regulations. No distributions may be made under this Section to the extent that such distributions would be allocable to income allocable to Salary Reduction Contributions.

     The amount of the hardship distribution shall not exceed the amount of the Participant’s immediate and heavy financial need. The amount of an immediate and heavy financial need may include any amounts necessary to pay any Federal, state or local income taxes or penalties reasonably anticipated to result from the distribution. Prior to obtaining a hardship distribution from this Plan, the Participant

30

must obtain all distributions, other than hardship distributions, and all nontaxable loans from this Plan and from all other plans maintained by the Employer.

     A hardship distribution from this Plan will be permitted only if all other plans maintained by the Employer prohibit the Participant from making elective contributions and Employee contributions for at least six (6) months subsequent to the hardship distribution. A Participant who has obtained a hardship distribution shall not make Salary Reduction Contributions or voluntary contributions to this Plan for at least six (6) months subsequent to the hardship distribution.

     8.2 Age 59-1/2 Withdrawals. A Participant may elect to withdraw any portion of his or her Account Balance for any reason after attainment of age 59-1/2.

     8.3 In-Service Withdrawals.

               (a) Notwithstanding anything in this Plan to the contrary, effective September 1, 1999, a Participant may elect to withdraw any portion of his or her Matching Contribution Account or Rollover Contribution Account which is held under the Plan as of August 31, 1999. This in-service withdrawal right shall not apply to any contributions or earnings allocated to a Participant’s Matching Contribution Account or Rollover Contribution Account on or after September 1, 1999.

               (b) If a Participant’s combined years of participation in this Plan, a predecessor to this Plan, and/or the Merck Plan is less than five years, the Participant may not request an in-service withdrawal pursuant to Section 8.3(a) that includes any portion of his or her Matching Contribution Account, but not earnings attributable thereto, contributed less than two years prior to the date of the requested withdrawal.

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ARTICLE IX
INVESTMENT OF CONTRIBUTIONS

     9.1 Funding Vehicle.

               The Company has entered into a Trust Agreement with the Trustee providing for the establishment of a Trust to which all Salary Reduction Contributions, matching contributions, and voluntary contributions, if any, shall be contributed and from which all benefits under the Plan shall be paid.

     9.2 Investment Funds. The Trustee may, pursuant to the direction of the Retirement Committee, establish and maintain separate subfunds into which the Participants may direct the investment of their Accounts.

     9.3 Investment Elections. If the Trustee maintains separate subfunds pursuant to Section 9.2, each Participant’s Account Balance shall be allocated to any or all of the subfunds, in such whole percentages as the Participant shall elect. Such election shall be made by the Participant in the manner designated by with the Retirement Committee. A Participant’s initial election shall be made as soon as practicable upon or following his or her entry into the Plan. Separate accounts will be maintained reflecting the interest of each Participant attributable to each subfund.

     9.4 Change in Investment Election. Any investment election made by the Participant shall be deemed to be a continuing election until changed. A Participant may change his or her investment election with respect to future contributions in the manner designated by the Retirement Committee as frequently as the Participant wishes. Such change shall be effective only with respect to future amounts deferred from the Participant’s Compensation and for future matching contributions, if any.

     9.5 Transfers Between Funds. A Participant may direct the Trustee in a manner designated by the Retirement Committee to transfer designated amounts from one subfund to another as frequently as the Participant wishes.

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     9.6 Investment of Earnings. All earnings (whether denominated income, capital gain or otherwise) from investments in each subfund shall be reinvested in the same subfund.

     9.7 Pass-Through of Voting Rights.

               (a) To the extent that a Participant directs the investment of some portion of his or her Account in either Merck Common Stock or Aventis ADRs, all voting, tender, and similar rights shall be passed through to the Participant and the Participant shall direct the Trustee as to how said rights shall be exercised.

               (b) Procedures shall be established and maintained to ensure the confidentiality of all information regarding Participants’ purchase, holding, and sale of Merck Common Stock and Aventis ADRs as well as Participants’ exercise of appurtenant rights under this Section 9.7, except to the extent necessary to comply with federal law or state law not preempted by ERISA. The Plan Administrator is hereby designated as the fiduciary responsible for ensuring that these confidentiality procedures are adequate and are followed. In the event that the Plan Administrator determines that a particular transaction relating to Merck Common Stock or Aventis ADRs may involve the potential for undue Employer influence, the Plan Administrator shall designate an independent fiduciary, who shall not be an affiliate of the Employer, to assume responsibility for all activities relating to said transaction.

     9.8 Loan Funds. Notwithstanding anything in this Article IX to the contrary, any Participant who borrows from the Trust Fund pursuant to Article X will be treated as having directed the Trustee to allocate such portion of his or her Account Balance as is equal to the borrowed amount to the Participant’s Loan Fund. The Loan Fund, and the promissory note executed by the Participant held therein, remains a part of the Trust Fund, but to the extent of the loan outstanding at any time, the borrowing Participant’s Loan Fund alone shares in any interest paid on the loan, and it alone bears any expense or loss it incurs in connection with the loan. The Trustee may retain in an interest-bearing account any interest and principal paid on the borrowing Participant’s loan in the Loan Fund on behalf of the borrowing Participant until the Trustee deems it appropriate to add the amount paid to the

33

Participant’s Loan Fund under the Plan (plus interest, if any) back to the Participant’s Account Balance, at the same time reducing the amount treated as having been allocated to the Participant’s Loan Fund by the amount of principal payments made with respect to the loan.

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ARTICLE X
LOANS

     10.1 Loan Applications. A Participant may make application to the Retirement Committee to borrow from the Trust Fund, and the Retirement Committee may, in its sole discretion, permit such loan, provided, however, that such loans shall be made available to all Participants on a reasonably equivalent basis. The authority herein granted to the Retirement Committee to approve loans from the Trust Fund shall not be used as a means of distributing benefits before they otherwise become due.

     10.2 Loan Terms and Conditions.

               (a) The aggregate amount of all such loans to a Participant from this Plan shall not, at the time any such loan is made, exceed the lesser of (i) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans from the Plan during the one year period ending on the day before the date on which such loan was made, over the outstanding balance of loans from the Plan on the date on which such loan was made, or (ii) fifty percent (50%) of the vested portion of the Participant’s Account Balance at the time of the making of such loan. For purposes of this limitation, all loans from all qualified plans maintained by the Employer or by any entity which is required to be aggregated with the Employer pursuant to Section 414(b), (c), (m) or (o) must be aggregated.

               (b) Loans shall be made pursuant to notes approved by the Retirement Committee which shall bear a reasonable interest rate equal to the prevailing rate charged by lenders for similar loans and shall specify the time and manner of repayment, as determined by the Retirement Committee.

               (c) Loans shall not be made available to Participants who are Highly Compensated Employees in an amount greater than the amount made available to other Participants.

               (d) For all loans, the Participant must consent in writing within the 90 day period before the making of the loan, to the possible reduction in the

35

Participant’s Account Balance if the terms of the loan are not properly fulfilled and fully executed. The consent must be in writing, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or notary public. A new consent shall be required if the Account Balance is used for renegotiation, extension, renewal, or other revision of the loan.

               (e) All loans shall be adequately secured. A loan shall be deemed to be adequately secured if the aggregate amount of all such loans to a Participant does not exceed fifty percent (50%) of the vested amount of the Participant’s Account Balance at the time of the making of such loan. If, at any time, the aggregate amount of outstanding loans to a Participant does exceed that limitation, then the Retirement Committee shall require the Participant to repay the amount of principal balance due on such loans to an amount not in excess of such limitation, or to adequately secure with collateral other than the vested amount of the Participant’s Account Balance the amount by which such loans exceed the limitation. The Retirement Committee shall have sole discretion to determine the nature and amount of security required.

               (f) The period for repayment of a loan issued pursuant to this Section must, by the terms of the note, not exceed five (5) years. Notwithstanding the above, if the purpose or use of the loan, as determined at the time of issuance, is to acquire any dwelling unit which within a reasonable time is to be used as the principal residence of the Participant, the period for repayment of the loan may be extended to thirty (30) years. Repayment of a loan shall be made through payroll deduction. Any loan shall, by its terms, require that repayment of principal and interest be amortized at least quarterly over the period of the loan.

               (g) A Participant may have up to two standard loans and one loan for purposes of acquisition of a primary residence outstanding at any time. The previous sentence notwithstanding, effective January 1, 2000, a Participant may have no more than one standard loan and one loan for purposes of acquisition of a primary residence outstanding at any time. This limitation shall not affect the validity of any loans for which applications were received by the Trustee, or which were outstanding, immediately prior to January 1, 2000.

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               (h) In the event the Participant ceases to make Salary Reduction Contributions, repayment of the loan shall be accelerated and any amount due shall be paid from the Loan Fund unless otherwise satisfied by the Participant.

               (i) In the event of default, foreclosure on the note and attachment of security will not occur until a distributable event occurs in the Plan.

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ARTICLE XI
EMPLOYER ADMINISTRATIVE PROVISIONS

     11.1 Information to Retirement Committee. The Employer shall supply current information to the Retirement Committee as to the name, date of birth, date of employment, annual Compensation, leaves of absence and date of termination of employment of each Employee who is, or who will be eligible to become, a Participant under the Plan, together with any other information which the Retirement Committee considers necessary. The Employer’s records as to the current information the Employer furnishes to the Retirement Committee shall be conclusive as to all persons.

     11.2 No Liability. The Employer assumes no obligation or responsibility to any of its Employees, Participants or Beneficiaries for any act of, or failure to act, on the part of its Retirement Committee, the Plan Administrator, or the Trustee.

     11.3 Indemnity. The Employer indemnifies and holds harmless the members of the Retirement Committee, the Plan Administrator, and each of them, from and against any and all loss resulting from liability to which the Retirement Committee or members of the Retirement Committee or the Plan Administrator may be subjected by reason of any act or conduct (except willful misconduct or gross negligence) in their official capacities in the administration of this Plan or Trust or both, including all expenses reasonably incurred in their defense in case the Employer fails to provide such defense. The indemnification provisions of this Section 11.3 shall not relieve any Retirement Committee member or the Plan Administrator from any liability he or she may have under the Code or ERISA for breach of a fiduciary duty.

     11.4 Facility of Payment. If satisfactory evidence is received that a person entitled to receive any benefits is physically incapable or mentally incompetent to receive such payment and give a valid release therefor, and another person or institution has been maintaining or has custody of such person, payment of such

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benefit may be made to such person or institution and the release of such person or institution shall be a valid and complete discharge of any liability under this Plan.

     11.5 Missing Recipients. If the Retirement Committee is unable, within three years after any benefit becomes due under the Plan to a Participant or Beneficiary, to make payment because the identity and/or whereabouts of such person cannot be ascertained notwithstanding the mailing of due notice to any last known address or addresses, the Retirement Committee shall direct that any such benefits shall be forfeited and used to reduce future Company contributions; provided, however, that such benefit shall be restored (in an amount equal to the amount forfeited) upon proper claim made by such Participant or Beneficiary prior to the termination of the Plan. In the event a proper claim is made, benefits under this Section 11.5 shall be restored based on the following order of priority:

               (a) from forfeitures arising under Article VII; and

               (b) from additional Employer contributions made in order to restore such benefits.

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ARTICLE XII
PARTICIPANT ADMINISTRATIVE PROVISIONS

     12.1 Beneficiary Designation. The Beneficiary of a married Participant shall be the surviving spouse. A married Participant may designate a Beneficiary other than the spouse only if the Participant obtains the written consent of the spouse to the alternate beneficiary, the spouse acknowledges the effect of the consent and the spouse’s signature is witnessed by a notary public or Plan representative. Subject to the foregoing limitation, any Participant may from time to time designate, in writing, any person or persons, contingently or successively, to whom the Trustee shall pay his or her Account Balance in the event of his or her death. The Retirement Committee shall prescribe the form for the written designation of Beneficiary and, upon the Participant’s filing the form with the Retirement Committee, it effectively shall revoke all designations filed prior to that date by the same Participant.

     12.2 No Beneficiary Designation. If a Participant fails to name a Beneficiary, or if the Beneficiary named by a Participant predeceases him or her, then the Trustee shall pay the Participant’s Account Balance (subject to the provisions of Articles V and VII) in the following order of priority to:

               (a) The Participant’s surviving spouse:

               (b) The Participant’s surviving children, including adopted children, in equal shares;

               (c) The Participant’s surviving parents, in equal shares; or

               (d) The legal representative of the estate of the last to die of the Participant and his or her Beneficiary.

     The Retirement Committee shall direct the Trustee as to whom the Trustee shall make payment under this Section 12.2.

     12.3 Personal Date to Retirement Committee. Each Participant and each Beneficiary of a deceased Participant must furnish to the Retirement Committee such evidence, data or information as the Retirement Committee considers

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necessary or desirable for the purpose of administering the Plan. The provisions of this Plan are effective for the benefit of each Participant upon the condition precedent that each Participant will furnish promptly full, true and complete evidence, data and information when requested by the Retirement Committee, provided that the Retirement Committee shall advise each Participant of the effect of his or her failure to comply with its request.

     12.4 Address for Notification. Each Participant and each Beneficiary of a deceased Participant shall file with the Retirement Committee from time to time, in writing, his or her post office address and any change of post office address. Any communication, statement or notice addressed to a Participant or Beneficiary at his or her last post office address filed with the Retirement Committee, or as shown on the records of the Employer, shall bind the Participant, or Beneficiary, for all purposes of this Plan.

     12.5 Assignment or Alienation. Neither a Participant nor a Beneficiary shall anticipate, assign or alienate (either at law or in equity) any benefit provided under the Plan, and the Trustee shall not recognize any such anticipation, assignment or alienation. Furthermore, a benefit under the Plan is not subject to attachment, garnishment, levy, execution or other legal or equitable process. The Retirement Committee shall, however, abide by any (i) Qualified Domestic Relations Order as defined in Section 414(p) of the Code and Section 206(d)(3) of ERISA which is served upon the Plan or (ii) judgment, decree, order or settlement agreement (as described in Section 401(a)(13)(C) of the Code).

     12.6 Notice of Change in Terms. The Retirement Committee, within the time prescribed by ERISA and the applicable regulations thereunder, shall furnish all Participants and Beneficiaries with a summary description of any material amendment to the Plan or notice of discontinuance of the Plan and all other information required by ERISA to be furnished without charge.

     12.7 Information Available. Any Participant in the Plan or any Beneficiary may examine copies of the Plan description, latest annual report, any bargaining agreement, this Plan and Trust, as well as any contract or other instrument under which the Plan was established or is operated. The Retirement Committee will

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maintain all of the items listed in this Section 12.7 in its office, or in such other place or places as it may designate from time to time in order to comply with the regulations issued under ERISA, for examination during reasonable business hours. Upon the written request of a Participant or Beneficiary the Retirement Committee shall furnish him or her with a copy of any item listed in this Section 12.7. The Retirement Committee may make a reasonable charge to the requesting person for the copy so furnished.

     12.8 Claim for Benefits. Any claim for benefits under this Plan shall be made in writing to the Plan Administrator. If a claim for benefits is wholly or partially denied, the Plan Administrator shall so notify the Participant or Beneficiary within 90 days after receipt of the claim, except that if there are special circumstances which require more time for processing, the 90-day period shall be extended to 180 days upon notice to the Participant or Beneficiary to that effect. The notice of denial shall be written in a manner calculated to be understood by the Participant or Beneficiary and shall contain (a) the specific reason or reasons for denial of the claim, (b) a specific reference to the pertinent Plan provisions upon which the denial is based, (c) a description of any additional material or information necessary to perfect the claim together with an explanation of why such material or information is necessary and (d) an explanation of the claims review procedure.

     12.9 Review of Claim. Within 60 days after the receipt by the Participant or Beneficiary of notice of denial of a claim (or at such later time as may be reasonable in view of the nature of the benefit subject to claim and other circumstances), the Participant or Beneficiary may (a) file a request with the Retirement Committee that it conduct a full and fair review of the denial of the claim, (b) review pertinent documents and (c) submit questions and comments to the Retirement Committee in writing.

     12.10 Decision After Review. Within 60 days after the receipt of a request for review under Section 12.9, the Retirement Committee shall deliver to the Participant or Beneficiary a written decision with respect to the claim, except that if there are special circumstances which require more time for processing, the 60-day period shall be extended to 120 days upon notice to the Participant or Beneficiary

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to that effect. The decision shall be written in a manner calculated to be understood by the Participant or Beneficiary and shall (a) include the specific reason or reasons for the decision and (b) contain a specific reference to the pertinent Plan provisions upon which the decision is based.

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ARTICLE XIII
ADMINISTRATION OF THE PLAN

     13.1 The U.S. Merial/Hubbard Compensation & Benefits Committee. The U.S. Merial/Hubbard Compensation & Benefits Committee shall appoint the members of the Retirement Committee and, to the extent provided in Section 16.2 of the Plan, shall have the authority to amend this Plan.

     13.2 The Retirement Committee. The Plan shall be administered by the Retirement Committee, which shall have the responsibilities and duties delegated to it in this Plan and any responsibilities and duties under this Plan which are not specifically delegated to anyone else. The Retirement Committee shall appoint any Investment Manager.

     13.3 The Trustee. The Retirement Committee shall enter into a Trust Agreement with the Trustee. The Trustee shall have exclusive authority and discretion to manage and control the Trust Fund except to the extent that authority to manage the assets held by the Trust is directed by Participants or delegated by the Retirement Committee to an Investment Manager. The Trustee may designate agents or others to carry out certain of the administrative responsibilities in connection with management of the Trust.

     13.4 The Plan Administrator. The Plan Administrator (who shall be appointed by the Retirement Committee) shall be responsible for (a) the maintenance of all records of Participants and Beneficiaries necessary for the administration of this Plan, (b) the taking of any action necessary to meet the reporting and disclosure requirements imposed by ERISA, and (c) making initial determinations with respect to Participant claims, pursuant to Section 12.8. The Retirement Committee may authorize the Plan Administrator to designate agents to carry out certain of its responsibilities.

     13.5 Decision and Action of the Retirement Committee and Plan Administrator.

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               (a) The Retirement Committee from time to time may establish rules for the administration of the Plan. Except to the extent vested in the Plan Administrator, the Retirement Committee shall have the sole discretion to make decisions and take any action with respect to questions arising in connection with the Plan, including but not limited to, the construction and interpretation of the Plan and the Trust Agreement. Any such decision or action shall be final and binding upon all Participants and Beneficiaries.

               (b) The Plan Administrator shall have the sole discretion to determine eligibility for benefits and to construe the terms of the Plan in connection therewith. Except insofar as determinations of the Plan Administrator may be appealed to the Retirement Committee for review, the decisions and actions of the Plan Administrator shall be final and binding on all Participants and Beneficiaries.

     13.6 Membership of the Retirement Committee. The Retirement Committee shall consist of at least 3 but no more than 5 members. Each person appointed a member of the Retirement Committee shall file his or her acceptance of the appointment with the U.S. Merial/Hubbard Compensation & Benefits Committee. Any member of the Retirement Committee may resign by delivering his or her written resignation to the U.S. Merial/Hubbard Compensation & Benefits Committee; the resignation shall become effective 30 days following receipt by the U.S. Merial/Hubbard Compensation & Benefits Committee. The U.S. Merial/Hubbard Compensation & Benefits Committee may remove any member of the Retirement Committee at any time, with our without cause, upon notice to the member being removed. Notice of the appointment, resignation, or removal of a member of the Retirement Committee shall be given by the U.S. Merial/Hubbard Compensation & Benefits Committee to the Trustee and to members of the Retirement Committee.

     13.7 Officers and Meetings of the Retirement Committee. The Retirement Committee shall elect a chairman and a secretary (who need not be a member of the Retirement Committee) and shall hold meetings upon such notice and at such times and places as it may from time to time determine. Notice of a meeting need

45

not be given to any member of the Retirement Committee who submits a signed waiver of notice before or after the meeting or who attends the meeting.

     13.8 Procedures of the Retirement Committee. A majority of the total number of members of the Retirement Committee shall constitute a quorum for the transaction of business. The vote of a majority of members of the Retirement Committee present at the time of a vote, if a quorum is present at the time, shall be required for action by the Retirement Committee. Resolutions may be adopted or other action taken without a meeting upon the written consent of all members of the Retirement Committee. Any person dealing with the Retirement Committee shall be entitled to rely upon a certificate of any member of the Retirement Committee or its secretary as to any act or determination of the Retirement Committee.

     13.9 Actuary. The Retirement Committee shall appoint an actuary to perform actuarial services with respect to this Plan.

     13.10 Subcommittees, Advisors and Agents of Retirement Committee. The Retirement Committee may (a) appoint subcommittees with such powers as the Retirement Committee shall determine are advisable; (b) authorize one or more of its members or an agent to execute any instrument; and (c) utilize the services of Employees and engage accountants, actuaries, agents, clerks, legal counsel, medical advisers and professional consultants to assist in the administration of the Plan or to render advice with regard to any responsibility under the Plan.

     13.11 Liability of the Retirement Committee. The members of the Retirement Committee shall have no liability with respect to any action or omission by them in good faith in reliance upon (a) the advice or opinion of any accountant, actuary, legal counsel, medical adviser or other professional consultant or (b) any resolutions of the U.S. Merial/Hubbard Compensation & Benefits Committee.

     13.12 Expenses of the Plan; Fidelity Bond. All expenses relating to this Plan shall be an expense of the Plan and, except to the extent paid by the Employer, shall be paid out of the Trust Fund. Any Employee who serves as a Trustee, Plan Administrator or member of the Retirement Committee shall receive no compensation for such service. The Company may require any Trustee, Plan

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Administrator or member of the Retirement Committee to furnish a fidelity bond satisfactory to the Company; the premium for any fidelity bond shall be an expense of the Plan except to the extent paid by the Employer.

     13.13 Service in More Than One Capacity. Any person or group of persons may serve the Plan in more than one capacity, including service both as Plan Administrator and as a member of the Retirement Committee.

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ARTICLE XIV
FIDUCIARY DUTIES AND RESPONSIBILITIES

     14.1 General Fiduciary Standard of Conduct. Each Fiduciary of the Plan shall discharge his or her duties hereunder solely in the interest of the Participants and their Beneficiaries and for the exclusive purpose of providing benefits to Participants and their Beneficiaries and defraying reasonable expenses of administering the Plan. Each Fiduciary shall act with the care, skill, prudence and diligence under the circumstances that a prudent man acting in a like capacity and familiar with such matters would use in conducting an enterprise of like character and with like aims, in accordance with the documents and instruments governing this Plan, insofar as such documents and instruments are consistent with this standard.

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ARTICLE XV
TOP HEAVY RULES

     15.1 Minimum Employer Contribution. If this Plan becomes top heavy, a minimum contribution will be paid under the Merial Cash Balance Plan to each Non-Key Employee who is a Participant employed by the Employer on the Accounting Date, unless a Non-Key Employee does not participate in the Merial Cash Balance Plan. If a Non-Key Employee in this Plan does not participate in the Merial Cash Balance Plan and this Plan becomes top heavy, this Plan guarantees a minimum contribution of three percent (3%) of Compensation for each such Non-Key Employee who is a Participant employed by the Employer on the Accounting Date of the Plan Year. For purposes of determining whether the minimum contribution is satisfied, Salary Reduction Contributions and matching contributions shall be disregarded. The minimum contribution shall not be forfeited under Section 411(a)(3)(B) or (D) of the Code. The Plan satisfies the guaranteed minimum contribution for the Non-Key Employee if the Non-Key Employee’s contribution rate is at least equal to the minimum contribution.

     Notwithstanding the above, if the contribution rate for the Key Employee with the highest contribution rate is less than three percent (3%), the guaranteed minimum contribution for Non-Key Employees shall equal the highest contribution rate received by a Key Employee (provided that the Employer does not also sponsor a defined benefit plan which has designated this Plan to provide the top heavy minimum). The contribution rate is the sum of Employer contributions (not including Employer contributions to Social Security) and forfeitures allocated to the Participant’s account for the Plan Year divided by his or her Compensation for the Plan Year. To determine the contribution rate, the Retirement Committee shall consider all qualified defined contribution plans maintained by the Employer as a single plan.

     15.2 Additional Contribution. If the contribution rate for the Plan Year with respect to a Non-Key Employee described in Section 15.1 is less than the minimum

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contribution, the Employer will increase its contribution for such Employee to the extent necessary so that his or her contribution rate for the Plan Year will equal the guaranteed minimum contribution. The Retirement Committee shall allocate the additional contribution to the Matching Contribution Account of the Non-Key Employee for whom the Employer makes the contribution.

     15.3 Determination of Top Heavy Status. The Plan is top heavy for a Plan Year if the top heavy ratio as of the Determination Date exceeds sixty percent (60%). The top heavy ratio is a fraction, the numerator of which is the sum of the present value of the Account Balances of all Key Employees as of the Determination Date and distributions made within the five (5) Plan Year period ending on the Determination Date, and the denominator of which is a similar sum determined for all Employees. The Retirement Committee shall calculate the top heavy ratio without regard to the Account Balance attributable to any Non-Key Employee who was formerly a Key Employee. The Retirement Committee shall calculate the top heavy ratio, including the extent to which it must take into account contributions not made as of the Determination Date, distributions, rollovers and transfers, in accordance with Section 416 of the Code and the regulations thereunder.

     If the Employer maintains other qualified plans (including a simplified employee pension plan) this Plan is top heavy only if it is part of the Required Aggregation Group, and the top heavy ratio for both the Required Aggregation Group and the Permissive Aggregation Group exceeds sixty percent (60%). The Retirement Committee will calculate the top heavy ratio in the same manner as required by the first paragraph of this Section 15.3, taking into account all plans within the aggregation group. The Retirement Committee shall calculate the present value of accrued benefits and the other amounts the Retirement Committee must take into account under defined benefit plans or simplified employee pension plans included within the group in accordance with the terms of those plans, Section 416 of the Code and the regulations thereunder. The Retirement Committee shall calculate the top heavy ratio with reference to the Determination Dates that fall within the same calendar year.

     15.4 Definitions. For purposes of applying the provisions of this Article XV:

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               (a) “Key Employee” shall mean, as of any Determination Date, any Employee or former Employee, or any Beneficiary thereof, who, at any time during the Plan Year (which includes the Determination Date) or during the preceding four Plan Years,

               (1) is an officer of the Employer who has annual Compensation in excess of 50% of the amount in effect under Section 415(b)(1)(A) of the Code;

               (2) one of the ten Employees owning the largest interests in the Employer with annual Compensation in excess of the dollar limit on Annual Additions to a defined contribution plan under Section 415 of the Code;

               (3) a more than five percent (5%) owner of the Employer; or

               (4) a more than one percent (1%) owner of the Employer who has annual Compensation of more than $150,000.

     The constructive ownership rules of Section 318 of the Code will apply to determine ownership in the Employer. The Retirement Committee will make the determination of who is a Key Employee in accordance with Section 416(i)(1) of the Code and the regulations thereunder.

               (b) “Non-Key Employee” is an Employee who does not meet the definition of Key Employee.

               (c) “Required Aggregation Group” means: (1) Each qualified plan of the Employer in which at least one Key Employee participates; and (2) Any other qualified plan of the Employer which enables a plan described in (1) to meet the requirements of Section 401(a)(4) or 410 of the Code. Any terminated plan that covered a Key Employee and was maintained within the five year period ending on the Determination Date shall also be included in the Required Aggregation Group.

               (d) “Permissive Aggregation Group” is the Required Aggregation Group plus any other qualified plans maintained by the Employer, but only if such group would satisfy in the aggregate the requirements of Sections 401(a)(4) and 410 of the Code. The Retirement Committee shall determine which plan to take into account in determining the Permissive Aggregation Group.

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               (e) “Determination Date” for any Plan Year is the Accounting Date of the preceding Plan Year or, in the case of the first Plan Year of the Plan, the Accounting Date of that Plan Year.

     15.5 Modification of Top Heavy Rules. The top heavy requirements of Section 416 of the Code and this Article XV of the Plan shall not apply in any year beginning after December 31, 2001, in which the Plan consists solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code are met. For any year beginning after December 31, 2001, in which the Plan does not consist solely of a cash or deferred arrangement which meets the requirements of Section 401(k)(12) of the Code and matching contributions with respect to which the requirements of Section 401(m)(11) of the Code, the following provisions shall apply for purposes of determining whether the Plan is top heavy under Section 416(g) of the Code for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefits requirements of Section 416(c) of the Code for such years. This section amends the previous sections of this Article XV.

               (a) Key Employee. Key Employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the determination date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5% owner of an Employer, or a 1% owner of an Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

               (b) Determination of present values and amounts. This subsection (b) shall apply for purposes of determining the present value of accrued benefits and the amounts of account balances of Participants as of the determination date. The present values of accrued benefits and the amounts of account balances of a

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Participant as of the determination date shall be increased by the distributions made with respect to the Participant under the Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than severance from employment, death or disability, the provision shall be applied by substituting “5-year period” for “1-year period.” The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the determination date shall not be taken into account. The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the determination date shall not be taken into account.

               (c) Matching Contributions. Employer matching contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan. The preceding sentence shall apply with respect to matching contributions under the Plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Section 401(m) of the Code.

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ARTICLE XVI
EXCLUSIVE BENEFIT, AMENDMENT AND TERMINATION

     16.1 Exclusive Benefit. The Employer shall have no beneficial interest in any asset of the Trust and no part of any asset in the Trust shall ever revert to or be repaid to an Employer, either directly or indirectly; nor prior to the satisfaction of all liabilities with respect to the Participants and their Beneficiaries under the Plan, shall any part of the corpus or income of the Trust Fund, or any asset of the Trust, be used for, or diverted to, purposes other than for the exclusive purpose of providing benefits to Participants or their Beneficiaries and defraying reasonable expenses of the Plan and of the Trust.

     Notwithstanding the foregoing, if the Commissioner of Internal Revenue, upon the Employer’s timely request for initial approval of this Plan, determines that the Trust created under the Plan is not a qualified trust exempt from Federal income tax, then the Trustee, upon written notice from the Employer, shall return the Employer’s contributions and increments attributable to the contributions to the Employer. The Trustee must make the return of the Employer contribution under this Section 16.1 within one (1) year of a final disposition of the Employer’s request for initial approval of the Plan. The Plan and Trust shall terminate upon the Trustee’ return of the Employer’s contributions.

     The Employer contributes to this Plan on the condition that its contribution is deductible under Section 404 of the Code. If the Employer’s contribution is disallowed as a deduction, or if the Employer’s contribution is attributable to a mistake of fact, the Trustee shall return to the Employer the amount contributed over, as relevant, the amount that would have been contributed had no mistake of fact occurred, or the amount of the deductible contribution. Earnings attributable to the excess contribution may not be returned to the Employer, but losses attributable thereto must reduce the amount returned. The excess contributions must be returned within one year of the disallowance or mistake. Further, if the amount returned to the Employer would cause any Participant’s Account Balance to

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be reduced to less than the balance which would have been in his or her Account had the mistaken or nondeductible amount not been contributed, then the amount to be returned to the Employer must be limited so as to avoid the reduction. The Trustee may require the Employer to furnish it with whatever evidence the Trustee deems necessary to enable the Trustee to confirm that the amount the Employer has demanded be returned as properly returnable under the Code and ERISA.

     16.2 Amendment. The Board of Managers of the Company, or a subcommittee thereof to which the Board of Managers of the Company has delegated such authority, may amend this Plan at any time; provided, however, that the U.S. Merial/Hubbard Compensation & Benefits Committee shall have the authority to amend, revise or restate the terms of the Plan to the extent that such amendment, revision or restatement (i) does not result in a cost increase to the Employer in excess of 5%; (ii) does not have a significant adverse impact on the prospective rights of Participants; (iii) does not have a significant effect on the long-term rights or liabilities of the Employer; or (iv) is necessary to enable the Plan to continue to comply with the requirements of the Code or ERISA. If the Plan’s vesting schedule is amended, each Participant with three (3) or more Years of Service may elect to have the vesting schedule applicable immediately prior to the amendment continue to apply. The period during which such election may be made shall commence with the date the amendment is adopted or deemed to be made and shall end on the latest of:

               (a) 60 days after the amendment is adopted;

               (b) 60 days after the amendment becomes effective; or

               (c) 60 days after the Participant is issued written notice of the amendment by the Employer or Retirement Committee.

     No amendment shall authorize or permit any of the Trust Fund (other than the part required to pay taxes and administration expenses) to be used for or diverted to purposes other than for the exclusive benefit of the Participants or their Beneficiaries or estates. No amendment shall cause or permit any portion of the Trust Fund to revert to or become the property of the Employer; and no amendment may affect the rights, duties or responsibilities of the Trustee or the

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Retirement Committee without the written consent of the affected Trustee or the affected member of the Retirement Committee. No amendment shall decrease a Participant’s Account Balance or eliminate an optional form of benefit to which the Participant is entitled as a result of service prior to the amendment. All amendments shall be made in writing. Each amendment shall state the date to which it is either retroactively or prospectively effective.

     16.3 Discontinuance. The Company shall have the right, at any time, to suspend or discontinue its contributions under the Plan, and to terminate, at any time, this Plan. Upon complete discontinuance of contributions, the Account Balance of each affected Participant shall be one hundred (100%) percent Nonforfeitable.

     16.4 Full Vesting on Termination. Notwithstanding any other provision of this Plan to the contrary, upon either full or partial termination of the Plan, an affected Participant’s right to his or her Account Balance shall be one hundred percent (100%) Nonforfeitable. The Plan shall terminate upon the first to occur of the following:

               (a) The date terminated by action of the Employer provided the Employer gives the Trustee thirty (30) days’ prior notice of termination;

               (b) The date the Employer shall be judicially declared bankrupt or insolvent; or

               (c) The dissolution, merger, consolidation or reorganization of the Employer or the sale by the Employer of all or substantially all of its assets, unless the successor or purchaser makes provision to continue the Plan, in which event the successor or purchaser shall substitute itself as the Employer under this Plan.

     16.5 Merger. The Trustee shall not consent to, or be a party to, any merger or consolidation with another plan, or to a transfer of assets or liabilities to another plan, unless immediately after the merger, consolidation or transfer, the surviving plan provides each Participant a benefit equal to or greater than the benefit each Participant would have received had the Plan terminated immediately before the merger or consolidation or transfer. The Trustee possesses the specific authority to enter into merger agreements or direct transfer of assets agreements with the

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Trustee of other retirement plans described in Section 401(a) of the Code and to accept the direct transfer of plan assets, or to transfer plan assets, as a party to any such agreement.

     16.6 Direct Rollovers. Notwithstanding any provision of the plan to the contrary that would otherwise limit a distributee’s election under this Section, a distributee may elect, at the time and in the manner prescribed by the Retirement Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover.

     Definitions:

               (a) Eligible rollover distributions: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in Section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

               (b) Eligible retirement plan: An eligible retirement plan is an individual retirement account described in Section 408(a) of the Code, an individual

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retirement annuity described in Section 408(b) of the Code, an annuity plan described in Section 403(a) of the Code, or a qualified trust described in Section 401(a) of the Code, that accepts the distributee’s eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity. An eligible retirement plan shall also mean an annuity contract described in Section 403(b) of the Code and an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Section 414(p) of the Code.

               (c) Distributee: A distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are distributees with regard to the interest of the spouse or former spouse.

               (d) Direct rollover: A direct rollover is a payment by the plan to the eligible retirement plan specified by the distributee.

     16.7 Employment Not Guaranteed. Nothing contained in this Plan or any modification or amendment to the Plan, or in the creation of any Salary Reduction Contribution Account, or the payment of any benefit, shall give any Participant the right to continued employment, or any legal or equitable right against the Employer, an Employee of the Employer, the Trustee, or their agents or employees, except as expressly provided by the Plan, the Trust, ERISA or the Code or by a separate agreement.

     16.8 State Law. New Jersey law shall determine all questions arising with respect to the provisions of this Plan, except to the extent Federal statute supersedes New Jersey law.

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ARTICLE XVII
MINIMUM REQUIRED DISTRIBUTIONS

     17.1 General Rules.

               (a) Effective Date. The provisions of this Article will apply for purposes of determining required minimum distributions.

               (b) Precedence. The requirements of this Article will take precedence over any inconsistent provisions of the Plan.

               (c) Requirements of Treasury Regulations Incorporated. All distributions required under this Article will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

               (d) TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Article, distributions may be made under a designation made before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to Section 242(b)(2) of TEFRA.

     17.2 Time and Manner of Distribution.

               (a) Required Beginning Date. A Participant’s entire Account Balance will be distributed, or begin to be distributed, to the Participant no later than the Participant’s required beginning date.

               (b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire Account Balance will be distributed, or begin to be distributed, no later than as follows:

                    (1) If the Participant’s surviving spouse is the Participant’s sole Beneficiary, then distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2, if later.

                    (2) If the Participant’s surviving spouse is not the Participant’s sole Beneficiary, then distributions to the Beneficiary will begin

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by December 31 of the calendar year immediately following the calendar year in which the Participant died.

                    (3) If there is no Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire Account Balance will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

                    (4) If the Participant’s surviving spouse is the Participant’s sole Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 17.2(b), other than Section 17.2(b)(i), will apply as if the surviving spouse were the Participant.

     For purposes of this Section 17.2(b) and Section 17.4, unless Section 17.2(b)(iv) applies, distributions are considered to begin on the Participant’s required beginning date. If Section 17.2(b)(iv) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 17.2(b)(i). If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the Participant’s required beginning date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under Section 17.2(b)(i), the date distributions are considered to begin is the date distributions actually commence.

               (c) Forms of Distribution. Unless the Account Balance is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in accordance with Sections 17.3 and 17.4 of this Article. If the Account Balance is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

     17.3 Required Minimum Distributions During Participant’s Lifetime.

               (a) Amount of Required Minimum Distributions For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

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                    (1) the quotient obtained by dividing the participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

                    (2) if the Participant’s sole Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

               (b) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 17.3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

     17.4 Required Minimum Distributions After Participant’s Death

               (a) Death On or After Date Distributions Begin.

                    (1) Participant Survived by Beneficiary. If the Participant dies on or after the date distributions begin and there is a Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the value of the Account Balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Beneficiary, determined as follows:

                         (i) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

                         (ii) If the Participant’s surviving spouse is the Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as

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of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

                         (iii) If the Participant’s surviving spouse is not the Beneficiary, the Beneficiary’s remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

                    (2) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the value of the Account Balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

               (b) Death Before Date Distributions Begin.

                    (1) Participant Survived by Beneficiary. If the Participant dies before the date distributions begin and there is a Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the value of the Account Balance by the remaining life expectancy of the Beneficiary, determined as provided in Section 17.4(a).

                    (2) No Beneficiary. If the Participant dies before the date distributions begin and there is no Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Account Balance will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

                    (3) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 17.2(b)(i), this Section 17.4 will apply as if the surviving spouse were the Participant.

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     17.5 Definitions.

               (a) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year that contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar is the calendar year in which distributions are required to begin under Section 17.2(b). The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December 31 of that distribution calendar year.

               (b) Life expectancy. Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

               (c) Required beginning date. The date specified in Section 7.1 of the Plan.

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     IN WITNESS WHEREOF, the U.S. Merial/Hubbard Compensation & Benefits Committee has executed this instrument this 17th day of December 2003, effective as of the date first written above.

U.S. MERIAL/HUBBARD COMPENSATION & BENEFITS COMMITTEE

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THIS PAGE INTENTIONALLY BLANK

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APPENDIX A

     This Appendix A applies to Participants (1) who were employed at the facility owned by Merial AH, Inc. (“Merial AH”) located at Fort Dodge, Iowa; (2) whose employment with the Employer and all Affiliated Companies was terminated due to the disposition by Merial AH to Phoenix Scientific of substantially all of the assets used by Merial AH its Osborn line of business; and (3) who continued in employment with Phoenix Scientific as a result of the aforementioned disposition of assets.

     Notwithstanding anything in Article VII of this Plan to the contrary, a Participant in this Plan whom the Employer, through reasonable due diligence, determines falls within the scope of this Appendix A may elect to receive a distribution of his or her Account Balance in the form of a lump sum distribution; provided, however that no further distributions shall be made pursuant to this Appendix A after December 31, 2002.

     A Participant whose employment with the Employer and all Affiliated Companies has terminated due to the aforementioned disposition of assets but who is not employed by Phoenix Scientific as a result thereof may elect to receive a distribution of his or her Account Balance in accordance with Article VII of this Plan.

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